Common use of Shareholders Meeting; Board Recommendation Clause in Contracts

Shareholders Meeting; Board Recommendation. (a) Subject to ‎Section 6.3(c), the Company shall, as promptly as reasonably practicable following the date on which the SEC confirms that it has no further comments on the Merger Schedule 13E-3 and the Proxy Statement, take all actions required under the Cayman Companies Law, the Memorandum of Association and the applicable requirements of the Nasdaq Global Select Market necessary to duly call, give notice of, convene and hold an extraordinary general meeting of the Company for the purpose of approving this Agreement and the transactions contemplated hereby (including any adjournment thereof, the “Shareholders Meeting”); provided that the Company may postpone or adjourn such meeting solely (i) to the extent required by Law, (ii) to allow reasonable additional time to solicit additional proxies to the extent the Company reasonably believes necessary in order to obtain the Company Requisite Vote, or (iii) if as of the time for which the Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Shareholders Meeting. Subject to ‎Section 6.3(c) and ‎Section 6.3(d), the Company, acting through its Board of Directors, shall (i) make the Recommendation and include in the Proxy Statement the Recommendation and (ii) use its reasonable best efforts to obtain the Company Requisite Vote. (b) Except as set forth in ‎Section 6.3(c) and ‎Section 6.3(d), the Board of Directors (and each of its committees) shall not (i) fail to include the Recommendation in the Proxy Statement, (ii) withdraw, modify, qualify or change, in each case in a manner adverse to Parent or Merger Sub, the Recommendation, (iii) publicly recommend to the shareholders of the Company an Acquisition Proposal or enter into any Alternative Acquisition Agreement, (iv) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9 against any Acquisition Proposal that is a tender offer or exchange offer subject to Regulation 14D promulgated under the Exchange Act within ten Business Days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer (it being understood and agreed that any communication made in accordance with ‎Section 6.3(e) with respect to such tender offer or exchange offer, shall not be deemed a Change of Recommendation if such communication is made prior to the tenth Business Day after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer) or (v) resolve to effect or publicly announce an intention or resolution to effect any of the foregoing (any of the actions described in the foregoing clauses (i) through (v), a “Change of Recommendation”). (c) For the avoidance of doubt, in the event that subsequent to the date of this Agreement, the Board of Directors (upon the recommendation of the Special Committee) or the Special Committee shall have made a Change of Recommendation or shall have provided any notice of its intent to make a Change of Recommendation pursuant to ‎Section 6.3(c) or ‎Section 6.3(d), the Company nevertheless shall continue to submit this Agreement to the holders of Ordinary Shares for approval at the Shareholders Meeting unless this Agreement shall have been terminated in accordance with its terms prior to the Shareholders Meeting.

Shareholders Meeting; Board Recommendation. (a) Subject to ‎Section 6.3(c), the Company shall, shall as promptly as reasonably practicable following the date on which the SEC confirms that it has no further comments on the Merger Schedule 13E-3 and the Proxy Statement, take all actions action required under the Cayman Islands Companies Law, Law and the Memorandum of Association and the applicable requirements of the Nasdaq Global Select Market necessary to promptly and duly call, give notice of, convene convene, constitute and hold as promptly as practicable an extraordinary general meeting of the Company for the purpose of approving this Agreement and the transactions contemplated hereby (including any adjournment thereof, the “Shareholders Shareholders’ Meeting”); provided that the Company may postpone or adjourn such meeting solely (i) to the extent required by Law, (ii) to allow reasonable additional time to solicit additional proxies to the extent the Company reasonably believes necessary in order to obtain the Company Requisite Vote, or (iii) if as of the time for which the Shareholders Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Ordinary Shares (including Ordinary Shares represented by ADSs) represented (either in person or by proxy) to constitute a quorum is necessary to conduct the business of the Shareholders Shareholders’ Meeting. Subject , or (iv) upon Parent’s written request and at Parent’s direction, for a period of up to ‎Section 6.3(cten (10) and ‎Section 6.3(d), Business Days if the Company, acting through its Board of Directors, shall delivered any Change Notice pursuant to the terms of ‎Section 6.3(c) within five (i5) Business Days before the then-scheduled date of the Shareholders’ Meeting. The Company, acting through its Board of Directors, shall, subject to ‎Section 6.3(c), (a) make the Recommendation and include in the Proxy Statement the Recommendation and (iib) use its reasonable best efforts to obtain the Company Requisite Vote. (b) Except as set forth out in ‎Section 6.3(c) and ‎Section 6.3(d), the Board of Directors (and each of its committees) shall not (i1) fail to include the Recommendation in the Proxy Statement, (ii2) withdraw, modify, qualify or change, in each case in a manner adverse to Parent or Merger Sub, the Recommendation, (iii3) publicly recommend fail to reaffirm the shareholders Recommendation with any Person other than Parent and Merger Sub within five (5) Business Days of a request therefor in writing by Parent following the Company public disclosure of an Acquisition Proposal or enter into any Alternative Acquisition AgreementProposal, (iv4) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9 against any Acquisition Proposal that is a tender offer or exchange offer subject to Regulation 14D promulgated under the Exchange Act within ten (10) Business Days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer (it being understood and agreed that any communication made in accordance with ‎Section 6.3(e6.3(d) with respect to such tender offer or exchange offer, shall not be deemed a Change of Recommendation if such communication is made prior to the tenth Business Day after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer) or (v5) resolve to effect or publicly announce an intention or resolution to effect any of the foregoing foregoing, or take any other action or make any other public statement in connection with the Shareholders’ Meeting inconsistent with the Recommendation (any of the actions described in the foregoing clauses (i1) through (v5), a “Change of Recommendation”). (c) For the avoidance of doubt, in the event that subsequent . Notwithstanding anything to the date contrary contained in this Agreement, the obligation of the Company to call, give notice of, convene and hold the Shareholders’ Meeting shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to it of any Acquisition Proposal, or by any Change of Recommendation. Without the prior written consent of Parent, authorization and approval of this Agreement, the Board Plan of Directors Merger and the transactions (including the Merger) contemplated hereby shall be the only matters (other than procedural matters) proposed to be voted upon by the recommendation shareholders of the Special Committee) or the Special Committee shall have made a Change of Recommendation or shall have provided any notice of its intent to make a Change of Recommendation pursuant to ‎Section 6.3(c) or ‎Section 6.3(d), the Company nevertheless shall continue to submit this Agreement to the holders of Ordinary Shares for approval at the Shareholders Meeting unless this Agreement shall have been terminated in accordance with its terms prior to the Shareholders Shareholders’ Meeting.

Shareholders Meeting; Board Recommendation. (a) Subject to ‎Section 6.3(capplicable Law, Section 6.2(f) and Section 6.3, the Company shall convene the Shareholders Meeting as soon as practicable but in any event no later than the time scheduled for a shareholders’ meeting called in response to the Group Requisitions or any other requisition to convene a shareholders meeting proposed by shareholders of the Company after the date of this Agreement (any proposal requested to be put forth by the Group Requisitions or any other such requisition is hereby referred to as a “Competing Resolutions”). In the event that the time of the shareholders’ meeting in response to the Group Requisitions has been publicly announced and is on a date that is prior to the Shareholders Meeting, subject to applicable Law, Section 6.2(f) and Section 6.3, the Company shall take all necessary actions so that the Shareholders Meeting will take place no later than that shareholders’ meeting, unless such actions by the Company would be prohibited by any Order. Subject to applicable Law and Section 6.3, the Company shall establish a record date for determining shareholders of the Company entitled to vote at the Shareholders Meeting (the “Record Date”) in consultation with Parent, and shall not change such Record Date or establish a different record date for the Shareholders Meeting without the prior written consent of Parent , unless required to do so by applicable Law; and in the event that the date of the Shareholders Meeting as originally called is for any reason adjourned or otherwise delayed, except as required by applicable Laws, the Company agrees that unless Parent shall have otherwise approved in writing, the Company shall implement such adjournment or other delay in such a way that the Company does not establish a new Record Date for the Shareholders Meeting, as so adjourned or delayed. Subject to Section 6.3(d) and Section 6.3(e), the Company shallshall mail or cause to be mailed the Proxy Statement to the holders of Shares (and concurrently furnish the Proxy Statement under cover of Form 6-K) as of the Record Date, as promptly as reasonably practicable following for the date on which purpose of voting upon the SEC confirms that it has no further comments on authorization and approval of this Agreement, the Plan of Merger, the Articles of Merger and the transactions contemplated hereby, including the Merger Schedule 13E-3 and the Proxy StatementDirector Appointment, and take all actions required under the Cayman Companies LawBVI Act, the Memorandum and Articles of Association and the applicable requirements of the Nasdaq Global Select Market necessary to duly call, give notice of, convene and hold an extraordinary general meeting of the Company for the purpose of approving this Agreement and the transactions contemplated hereby hereby, including the adoption and approval of the Merger, the Director Appointment, the Plan of Merger, the Articles of Merger and any other transactions as reasonably agreed by the Company and Parent to be necessary or appropriate in connection with the Merger (including any adjournment thereof, the “Shareholders Meeting”). (b) As soon as practicable after the mailing the Proxy Statement, the Company shall hold the Shareholders Meeting, unless such actions by the Company would be prohibited by any Order or in violation of applicable Laws. Subject to this Section 6.2 and Section 6.3, (i) the Board of Directors shall make the Company Board Recommendation and include in the Proxy Statement the Company Board Recommendation, and (ii) the Company shall use its reasonable best efforts to solicit from its shareholders proxies in favor of the authorization and approval of this Agreement, the Plan of Merger, the Articles of Merger and the transactions contemplated under this Agreement, including the Merger and Director Appointment, and shall take all other action necessary or advisable to secure the Company Requisite Vote. (c) In the event that at the Shareholders Meeting there is any Competing Resolutions to be put to the holders of the Ordinary Shares for approval, the Company shall include in the relevant proxy statement and proxy card the resolutions required under Section 6.2(a) and the resolutions in connection with the Competing Resolutions in separate sections. Subject to Section 6.3, the Company shall provide the Company Board Recommendation and, unless otherwise agreed by Parent and the Company, a recommendation from the Board of Directors that the holders of the Ordinary Shares vote against the Competing Resolutions; provided that, solely in respect of any Competing Resolutions requested to be put forth by any requisition other than the Group Requisitions, the Board of Directors shall make its recommendation that the holders of the Ordinary Shares vote against such Competing Resolutions unless it would be inconsistent with the directors’ fiduciary duties under applicable Law. (d) In the event that subsequent to the date hereof, the Board of Directors makes a Change of Recommendation and/or authorizes the Company may to terminate this Agreement pursuant to Section 6.3(d) and Section 6.3(e), the Company shall not be required to convene the Shareholders Meeting or submit this Agreement to the holders of the Ordinary Shares for approval. (e) Notwithstanding Section 6.2(b), the Company may, after consultation in good faith with Parent, adjourn, postpone or adjourn such meeting recommend the adjournment of the Shareholders Meeting to its shareholders solely (iA) to the extent required by applicable Law, (iiB) to allow reasonable additional time to solicit additional proxies to the extent the Company reasonably believes necessary in order to obtain the Company Requisite Vote, or (iiiC) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the shareholders of the Company within a reasonable amount of time in advance of the Shareholders Meeting. If the Shareholders Meeting is adjourned, the Company shall convene and hold the Shareholders Meeting as soon as reasonably practicable thereafter, subject to the immediately preceding sentence, provided that, the Company shall not recommend to its shareholders the adjournment of the Shareholders Meeting to a date that is less than five (5) Business Days prior to the End Date. (f) Subject to applicable Law and the terms of the Memorandum and Articles of Association, Parent may request that the Company adjourn or postpone the Shareholders Meeting for up to thirty (30) days with respect to any single adjournment, and ninety (90) days in the aggregate (but in any event no later than five (5) Business Days prior to the End Date), (i) if as of the time for which the Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business that have submitted ballots in favor of the Shareholders Meeting. Subject to ‎Section 6.3(c) authorization and ‎Section 6.3(d)approval of this Agreement, the CompanyPlan of Merger, acting through its Board the Articles of DirectorsMerger, shall (i) make and the Recommendation transactions contemplated hereby, including the Merger and include in the Proxy Statement the Recommendation and (ii) use its reasonable best efforts Director Appointment, to obtain the Company Requisite Vote. (b) Except as set forth in ‎Section 6.3(c) and ‎Section 6.3(d), the Board of Directors (and each of its committees) shall not (i) fail to include the Recommendation in the Proxy Statement, Vote or (ii) withdrawin order to allow reasonable additional time for (A) the filing and mailing of, modifyat the reasonable request of Parent, qualify any supplemental or change, in each case in a manner adverse amended disclosure that is required by applicable Law and (B) such supplemental or amended disclosure to Parent or Merger Sub, the Recommendation, (iii) publicly recommend to be disseminated and reviewed by the shareholders of the Company an Acquisition Proposal or enter into any Alternative Acquisition Agreement, (iv) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9 against any Acquisition Proposal that is a tender offer or exchange offer subject to Regulation 14D promulgated under the Exchange Act within ten Business Days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer (it being understood and agreed that any communication made in accordance with ‎Section 6.3(e) with respect to such tender offer or exchange offer, shall not be deemed a Change of Recommendation if such communication is made prior to the tenth Business Day after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer) or (v) resolve to effect or publicly announce an intention or resolution to effect any of the foregoing (any of the actions described in the foregoing clauses (i) through (v), a “Change of Recommendation”). (c) For the avoidance of doubt, in the event that subsequent to the date of this Agreement, the Board of Directors (upon the recommendation of the Special Committee) or the Special Committee shall have made a Change of Recommendation or shall have provided any notice of its intent to make a Change of Recommendation pursuant to ‎Section 6.3(c) or ‎Section 6.3(d), the Company nevertheless shall continue to submit this Agreement to the holders of Ordinary Shares for approval at the Shareholders Meeting unless this Agreement shall have been terminated in accordance with its terms prior to the Shareholders Meeting, in which event the Company shall, in each case, cause the Shareholders Meeting to be adjourned in accordance with Parent’s request in accordance with this Section 6.2(f). To the extent the Company is unable to adjourn or postpone the Shareholders Meeting at the request of Parent in accordance with this Section 6.2(f), subject to applicable Law and the terms of the Memorandum and Articles of Association, the Company will, upon the written request of Parent, call another extraordinary general meeting of the Company to consider the same subject matter.