Common use of Shareholders Meetings Clause in Contracts

Shareholders Meetings. The Company, acting through the Company Special Committee, shall take all actions in accordance with applicable Law, the Company Memorandum and the rules and regulations of the New York Stock Exchange to establish a record date for, duly call, give notice of, convene and hold, as promptly as practicable after the Registration Statement shall have become effective, the Company Shareholders Meeting for the purpose of considering and voting upon the approval of this Agreement, the Mergers and the other transactions contemplated hereby. Subject to Section 6.07, to the extent permitted by applicable Law, the Company Special Committee shall recommend approval of this Agreement, the Mergers and the other transactions contemplated hereby by the Company Shareholders (the “Company Recommendation”) and include the Company Recommendation in the Proxy Statement/Prospectus. Unless this Agreement has been duly terminated in accordance with the terms herein, the Company shall, subject to the right of the Company Special Committee to modify its recommendation in a manner adverse to Parent under circumstances as specified in Section 6.07, take all lawful action to solicit from the Company Shareholders proxies in favor of the proposal to approve this Agreement, the Mergers and the other transactions contemplated hereby and shall take all other action reasonably necessary or advisable to secure the vote or consent of the Company Shareholders that is required by the rules and regulations of the New York Stock Exchange and the CICL. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Company Shareholders Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement/Prospectus or the Registration Statement is provided to the Company Shareholders or, if as of the time for which the Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient Company Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting.

Shareholders Meetings. The Subject to the statutory duties of the Company’s directors and their fiduciary duties under applicable Law, acting through and to any order of the Court, the Company Special Committeewill take, shall take all actions in accordance with applicable LawLaw and its articles of association, all reasonable action necessary to convene the Shareholders Meetings as promptly as reasonably practicable after the date of mailing of the Proxy Statement (which shall include the Scheme Document Annex and any other documentation ordered by the Court to be included) to consider and vote upon approval of the Scheme (and, if applicable, the advisory vote required by Rule 14a–(21)(c) under the Exchange Act in connection therewith), the adoption of the Amendment to the Articles pursuant to the Special Resolutions and other matters to be approved through the Company Memorandum Requisite Votes as described in Section 5.1(c), each in accordance with the Laws of the England and Wales, the Companies Act, the Exchange Act and related rules and regulations, the rules and regulations of Nasdaq and other applicable Laws (it being expected that the New York Stock Exchange to establish a record date for, duly call, give notice of, convene and hold, General Meeting will be held as promptly soon as practicable after the Registration Statement preceding Court Meeting shall have become effectivebeen concluded and, if the Court Meeting is adjourned, the General Meeting shall be correspondingly adjourned); provided, however, for the avoidance of doubt, the Company may postpone or adjourn the Shareholders Meeting Meetings (or either one of them) (a) with the consent of Buyer; (b) for the purpose absence of considering a quorum, but only for a reasonable amount of time to obtain a quorum, (c) to allow reasonable additional time for the filing and voting upon mailing of any supplemental or amended disclosure which (i) is ordered by the approval Court or (ii) the Board of this AgreementDirectors of the Company has determined in good faith after consultation with outside counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Shareholders Meetings, (d) to allow reasonable additional time to solicit additional proxies; (e) if required by Law or the Court or (f) if, within five business days prior to any scheduled meeting date, the Mergers and Board of Directors of the other transactions contemplated herebyCompany determines in good faith, after consultation with outside legal counsel, that the Shareholders Meetings should be postponed, adjourned or re-convened in order for the Company’s directors to comply with their statutory or fiduciary duties under applicable Law, but any postponement, adjournment or re-convening occurring under the circumstances described in this clause (f) shall in no event be longer than ten business days (or, if shorter, 14 calendar days) after the date of the previously scheduled meetings. Subject to Section 6.07, to the extent permitted by applicable Law6.2, the Board of Directors of the Company Special Committee shall recommend approval of this Agreementsuch adoption, the Mergers and the other transactions contemplated hereby by the Company Shareholders (the “Company Recommendation”) and shall include the Company Recommendation such recommendation in the Proxy Statement/Prospectus. Unless this Agreement has been duly terminated in accordance with the terms herein, the Company shall, subject to the right of the Company Special Committee to modify its recommendation in a manner adverse to Parent under circumstances as specified in Section 6.07, Statement and shall take all reasonable lawful action to solicit from the Company Shareholders proxies in favor such adoption of the proposal to approve this AgreementScheme, the Mergers Special Resolutions and other matters described in this Section 6.4 (including through the solicitation of proxies). The Company agrees to provide Buyer reasonably detailed periodic updates concerning proxy solicitation results on a reasonably timely basis. The Company shall provide Buyer with a certified copy of the resolutions passed at the Court Meeting and the other transactions contemplated hereby Special Resolutions and shall take all other action reasonably necessary or advisable to secure the vote or consent each order of the Company Shareholders that is required by Court (including the rules and regulations of the New York Stock Exchange and the CICL. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Company Shareholders Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement/Prospectus or the Registration Statement is provided to the Company Shareholders or, if as of the time for which the Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement/ProspectusSanctioning Order), there are insufficient Company Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meetingonce obtained.

Shareholders Meetings. (a) The Company, acting through the Company Special Committee, shall take all actions action necessary in accordance with applicable Law, Laws and the Organizational Documents of the Company Memorandum and the rules and regulations of the New York Stock Exchange to establish a record date for, duly call, give notice of, convene and hold, as promptly as practicable after the Registration Statement shall have become effective, the Company Shareholders Meeting hold a meeting of its shareholders for the purpose of considering and voting upon obtaining the approval of this Agreement, the Mergers and the other transactions contemplated hereby. Subject to Section 6.07Company Shareholder Approval, to be held as promptly as reasonably practicable following the extent clearance of the Joint Proxy Statement by the SEC. Except as permitted by applicable Law, the Company Special Committee shall recommend approval of this Agreement, the Mergers and the other transactions contemplated hereby by the Company Shareholders (the “Company Recommendation”) and include the Company Recommendation in the Proxy Statement/Prospectus. Unless this Agreement has been duly terminated in accordance with the terms hereinSection 6.3, the Company shall, subject to through the right Company Board, include in the Joint Proxy Statement the Company Board Recommendation for the approval of the Merger and the other Transactions at the Company Special Committee to modify its recommendation in a manner adverse to Parent under circumstances as specified in Section 6.07, take all lawful action to Shareholders Meeting and the Company shall solicit from the Company Shareholders proxies in favor of the proposal to approve this Agreement, approval of the Mergers Merger and the other transactions contemplated hereby and shall take all other action reasonably necessary or advisable to secure the vote or consent of the Company Shareholders that is required by the rules and regulations of the New York Stock Exchange and the CICLTransactions. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may Company (i) shall be required to adjourn or postpone the Company Shareholders Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement/Prospectus or the Registration Statement is provided to the Company Shareholders orand (ii) may adjourn the Company Shareholders Meeting if, if as of the time for which the Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus)scheduled, there are insufficient shares of Company Ordinary Shares Common Stock represented (either in person or by proxy) to constitute a quorum necessary or to conduct obtain the business of Company Shareholder Approval; provided, however, that unless otherwise agreed to by the parties, the Company Shareholders MeetingMeeting shall not be adjourned to a date that is more than 30 days after the date for which the meeting was previously scheduled; and provided, further, that the Company Shareholders Meeting shall not be adjourned to a date on or after two Business Days prior to the End Date. Notwithstanding the foregoing, the Company may adjourn the Company Shareholders Meeting to a date no later than the second Business Day after the expiration of any of the periods contemplated by Section 6.3(d)(iii)(B). Unless this Agreement has been terminated in accordance with Article VIII, the Company’s obligations to call, give notice of, convene and hold the Company Shareholders Meeting in accordance with this Section 6.6(a) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Company Superior Proposal or Company Competing Proposal, or by any Company Change of Recommendation. (b) Parent shall take all action necessary in accordance with applicable Laws and the Organizational Documents of Parent to duly give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Parent Shareholder Approval, to be held as promptly as reasonably practicable following the clearance of the Joint Proxy Statement by the SEC but in no event to exceed 45 calendar days following such clearance. The Parent shall, through the Parent Board, include in the Joint Proxy Statement the Parent Board Recommendation for the approval of the Merger and the other Transactions at the Parent Shareholders Meeting and the Parent shall solicit from the Parent Shareholders proxies in favor of the approval of the Merger and the other Transactions. Notwithstanding anything to the contrary contained in this Agreement, Parent (i) shall be required to adjourn the Parent Shareholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Joint Proxy Statement is provided to the Parent Shareholders and (ii) may adjourn the Parent Shareholders Meeting if, as of the time for which the Parent Shareholders Meeting is scheduled, there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to constitute a quorum or to obtain the Parent Shareholder Approval; provided, however, that unless otherwise agreed to by the parties, the Parent Shareholders Meeting shall not be adjourned to a date that is more than 30 days after the date for which the meeting was previously scheduled; and provided, further, that the Parent Shareholders Meeting shall not be adjourned to a date on or after two Business Days prior to the End Date. (c) The parties shall use their commercially reasonable efforts to hold the Company Shareholders Meeting and the Parent Shareholders Meeting on the same day.

Shareholders Meetings. The Company, acting through the Company Special Committee, shall take all actions in accordance with applicable Law, the Company Memorandum and the rules and regulations of the New York Stock Exchange steps necessary to establish a record date for, duly call, give notice of, convene and hold, hold a meeting of its shareholders to be held as promptly soon as is reasonably practicable after the Registration Statement shall have become effective, date on which the Company Shareholders Meeting S-4 becomes effective for the purpose of considering and voting upon the approval and adoption of this Agreement and the consummation of the transactions contemplated hereby and holding a “Say on Merger Pay” non-binding advisory vote as required by SEC regulations (the “Company Shareholders’ Meeting”). The Company will, through its Board of Directors, unless legally required to do otherwise for the discharge by the Company’s Board of Directors of its fiduciary duties as advised by such Board’s legal counsel and the provisions of Section 5.3 of this Agreement, the Mergers recommend to its shareholders approval of this Agreement and the other transactions contemplated herebyhereby and such other matters as may be submitted to its shareholders in connection with this Agreement. Subject Parent shall take all steps necessary to Section 6.07duly call, give notice of, convene and hold a meeting of its shareholders to be held as soon as reasonably practicable after the extent permitted by applicable Law, date of the Company Special Committee Shareholders’ Meeting for the purpose, among others, of voting upon the authorization to issue the shares of Parent Common Stock issuable pursuant to this Agreement (the “Parent Shareholders’ Meeting”). The Board of Directors of Parent, unless legally required to do otherwise for the discharge by Parent’s Board of Directors of its fiduciary duties as advised by the Board’s legal counsel, shall recommend approval of this Agreement, the Mergers and the other transactions contemplated hereby by the Company Shareholders (the “Company Recommendation”) and include the Company Recommendation in the Proxy Statement/Prospectus. Unless this Agreement has been duly terminated in accordance with the terms herein, the Company shall, subject to the right of the Company Special Committee to modify its recommendation in a manner adverse to Parent under circumstances as specified in Section 6.07, take all lawful action to solicit from the Company Shareholders proxies in favor of the proposal to approve this Agreement, the Mergers and the other transactions contemplated hereby and shall take all other action reasonably necessary or advisable to secure the vote or consent of the Company Shareholders that is required by the rules and regulations of the New York Stock Exchange and the CICL. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Company Shareholders Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement/Prospectus or the Registration Statement is provided to the Company Shareholders or, if as of the time for which the Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient Company Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meetingsuch authorization.

Shareholders Meetings. The (a) Notwithstanding any Company Change of Recommendation, the Company, acting through the its Company Special CommitteeBoard of Directors (or a committee thereof), shall promptly (but in no more than twenty (20) Business Days) following declaration of effectiveness by the SEC of the Registration Statement or that the SEC has no further comments on or will not review the Proxy Statement or Registration Statement, take all actions in accordance with applicable Law, the Company Memorandum and the rules and regulations of the New York Stock Exchange reasonable action necessary to establish a record date for, duly call, give notice of, convene and hold, as promptly as practicable after the Registration Statement shall have become effective, the Company Shareholders Meeting hold a meeting of its shareholders for the purpose of considering approving and voting upon the approval of adopting this AgreementAgreement (including any adjournment or postponement thereof, the Mergers and "Company Shareholders Meeting"); provided that the other transactions contemplated hereby. Subject Company may postpone, recess or adjourn such meeting for up to Section 6.07, thirty (30) days (excluding any adjournment or postponements required by applicable Law) (i) to the extent permitted required by applicable LawLaw or to prevent a breach of fiduciary duty, the Company Special Committee shall recommend approval of this Agreement, the Mergers and the other transactions contemplated hereby by the Company Shareholders (the “Company Recommendation”ii) and include the Company Recommendation in the Proxy Statement/Prospectus. Unless this Agreement has been duly terminated in accordance with the terms herein, the Company shall, subject to the right of the Company Special Committee to modify its recommendation in a manner adverse to Parent under circumstances as specified in Section 6.07, take all lawful action allow reasonable additional time to solicit from the Company Shareholders additional proxies in favor of the proposal to approve this Agreement, the Mergers and the other transactions contemplated hereby and shall take all other action reasonably necessary or advisable to secure the vote or consent of the Company Shareholders that is required by the rules and regulations of the New York Stock Exchange and the CICL. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Company Shareholders Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement/Prospectus or the Registration Statement is provided to the Company Shareholders orreasonably believes necessary in order to obtain the Company Requisite Vote, (iii) if as of the time for which the Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), ) there are insufficient shares of Company Ordinary Shares Common Stock represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting or (iv) to allow reasonable additional time for the filing and dissemination of any supplemental or amended disclosure which the Company Board of Directors has determined in good faith after consultation with outside counsel is necessary under applicable Law or to prevent a breach of fiduciary duty and for such supplemental or amended disclosure to be disseminated and reviewed by the Company's shareholders prior to the Company Shareholders Meeting. The Company, acting through its Company Board of Directors (or a committee thereof), shall subject to Section 7.1(d), (a) include in the Proxy Statement the Company Recommendation and, subject to the consent of each of the Company Financial Advisors, the written opinion of the Company Financial Advisors, dated as of the date of this Agreement, that, as of such date, the Per Share Merger Consideration is fair, from a financial point of view, to the holders of the Company Common Stock and (b) use its reasonable best efforts to obtain the Company Requisite Vote. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Shareholders Meeting if this Agreement is terminated.

Shareholders Meetings. The (a) Company shall call a meeting of its shareholders for the purpose of voting upon the adoption of this Agreement. Company will, through its Board of Directors, recommend to its shareholders adoption of this Agreement unless the Board of Directors of Company determines in good faith, based upon the written advice of outside counsel, that making such recommendation, or failing to withdraw, modify or amend any previously made recommendation, would constitute a breach of fiduciary duty by Company’s Board of Directors under applicable law. In addition, acting through nothing in this Section 5.2 or elsewhere in this Agreement shall prohibit accurate disclosure by Company of information that is required to be disclosed in the Company Special CommitteeProxy Statement, shall take all actions in accordance with or otherwise required to be disclosed by applicable Law, the Company Memorandum and law or regulation or the rules and regulations of any securities exchange or automated quotation system on which the New York Stock Exchange securities of Company may then be traded. (b) Company shall use all commercially reasonable efforts to establish a record date for, duly call, give notice of, convene and hold, cause such meeting of its shareholders to take place as promptly soon as is reasonably practicable after the Registration Statement shall have become effective, the Company Shareholders Meeting for the purpose of considering and voting upon the approval of this Agreement, the Mergers and the other transactions contemplated hereby. Subject to Section 6.07, to the extent permitted by applicable Law, the Company Special Committee shall recommend approval of this Agreement, the Mergers and the other transactions contemplated hereby is declared effective by the Company Shareholders SEC. (the “Company Recommendation”c) and include the Company Recommendation in the Proxy Statement/Prospectus. Unless this Agreement has been duly terminated in accordance with the terms Except as set forth herein, neither the Board of Directors of Company shallnor any committee thereof shall withdraw or modify, subject or propose to the right of the Company Special Committee to modify its recommendation withdraw or modify, in a manner adverse to Parent under circumstances Commerce or Sub, the approval or recommendation by the Board of Directors of Company or any such committee of this Agreement or the Merger. Notwithstanding the foregoing, the Board of Directors of Company, to the extent required by its fiduciary obligations, as specified determined in Section 6.07good faith by the Board of Directors of Company based on advice of independent counsel, take all lawful action may (subject to solicit from the Company Shareholders proxies in favor following sentences), withdraw or modify its approval or recommendation of this Agreement or the proposal Merger, approve or recommend any Superior Proposal (as defined herein), enter into an agreement with respect to approve such Superior Proposal or terminate this Agreement, in each case at any time after the Mergers receipt by Commerce or Sub of a written notice advising Commerce or Sub that the Board of Directors of Company has received a Superior Proposal, specifying the material terms and the other transactions contemplated hereby and shall take all other action reasonably necessary or advisable to secure the vote or consent conditions of the Company Shareholders that is required by the rules and regulations of the New York Stock Exchange and the CICL. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Company Shareholders Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement/Prospectus or the Registration Statement is provided to the Company Shareholders or, if as of the time for which the Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient Company Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meetingsuch Superior Proposal.

Shareholders Meetings. (a) The Company, acting through Company shall duly call and hold a meeting of its shareholders (the "Company Special Committee, shall take all actions Shareholders' Meeting") as promptly as reasonably practicable in ------------------------------- accordance with applicable Law, Law following the Company Memorandum and the rules and regulations of the New York Stock Exchange to establish a record date for, duly call, give notice of, convene and hold, as promptly as practicable after the Registration Statement becomes effective and the Proxy Statement is cleared by the SEC and after coordination with Parent, provided that the meeting shall have become effective, be held not later than five Business Days prior to the Outside Date (provided that the Company Shareholders shall not be required to hold the Company Shareholders' Meeting prior to the date of the Parent Stockholders' Meeting), for the purpose of considering and voting upon the adoption and approval of this Agreement. In connection with the Company Shareholders' Meeting and the transactions contemplated hereby, the Company will (i) subject to applicable Law, use its reasonable best efforts (including postponing or adjourning the Company Shareholders' Meeting to obtain a quorum or to solicit additional proxies) to obtain the necessary approvals by its shareholders of this Agreement, the Mergers and the other transactions contemplated hereby. Subject to Section 6.07, to the extent permitted by applicable Law, the Company Special Committee shall recommend approval of this Agreement, the Mergers and the other transactions contemplated hereby by the Company Shareholders (the “Company Recommendation”) and include the Company Recommendation in the Proxy Statement/Prospectus. Unless this Agreement has been duly terminated in accordance with the terms herein, the Company shall, subject to the right of the Company Special Committee to modify its recommendation in a manner adverse to Parent under circumstances as specified in Section 6.07, take all lawful action to solicit from the Company Shareholders proxies in favor of the proposal to approve this Agreement, the Mergers Merger and the other transactions contemplated hereby and (ii) otherwise comply with all legal requirements applicable to the Company Shareholders' Meeting. (b) Parent shall take all other action duly call and hold a meeting of its stockholders (the "Parent Stockholders' Meeting") as promptly as reasonably necessary or advisable practicable in ------------------------------ accordance with applicable Law following the date the Registration Statement becomes effective and the Proxy Statement is cleared by the SEC and after coordination with the Company, provided that the meeting shall be held not later than five Business Days prior to secure the vote or consent Outside Date (provided that the Parent shall not be required to hold the Parent Stockholders' Meeting prior to the date of the Company Shareholders that is required Shareholders' Meeting), for the purpose of voting upon the approval of the Share Issuance, and Parent shall use its reasonable best efforts to hold the Parent Stockholders' Meeting as soon as practicable after the date on which the Registration Statement becomes effective. In connection with the Parent Stockholders' Meeting and the transactions contemplated hereby, Parent will (i) subject to applicable Law, use its reasonable best efforts (including postponing or adjourning Parent Stockholders' Meeting to obtain a quorum or to solicit additional proxies) to obtain the necessary approvals by its stockholders of the Share Issuance and (ii) otherwise comply with all legal requirements applicable to the Parent Stockholders' Meeting. (c) The Board of Directors of the Company shall recommend approval of this Agreement and the Merger by the rules and regulations shareholders of the New York Stock Exchange Company (the "Company -------- Recommendation") and, subject to Section 6.4, shall not withdraw or adversely --------------- modify (or propose to withdraw or adversely modify) such recommendation, and the CICL. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Company Shareholders Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement/Prospectus or shall contain such recommendation. (d) The Board of Directors of Parent shall recommend the Registration Statement is provided to the Company Shareholders or, if as approval of the time for which Share Issuance by the Company Shareholders Meeting is originally scheduled stockholders of Parent (as set forth in the "Parent Recommendation") and ----------------------- shall not withdraw or adversely modify (or propose to withdraw or adversely modify) such recommendation, and the Joint Proxy Statement/Prospectus), there are insufficient Company Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders MeetingProspectus shall contain such recommendation.

Shareholders Meetings. The (a) Company shall call a meeting of its shareholders for the purpose of voting upon the adoption of this Agreement and any other Transaction Agreements required to be submitted for a vote of Company's shareholders. Company will, acting through its Board of Directors, recommend to its shareholders adoption of this Agreement (and such other Transaction Agreements) unless the Board of Directors of Company Special Committeedetermines in good faith, based upon the written advice of independent outside counsel, that making such recommendation, or failing to withdraw, modify or amend any previously made recommendation, would constitute a breach of fiduciary duty by Company's Board of Directors under applicable law. In addition, nothing in this Section 5.2 or elsewhere in this Agreement shall take all actions prohibit accurate disclosure by Company of information that is required to be disclosed in accordance with the Proxy Statement, or otherwise required to be disclosed by applicable Law, the Company Memorandum and law or regulation or the rules and regulations of any securities exchange or automated quotation system on which the New York Stock Exchange securities of Company may then be traded. (b) Company shall use all commercially reasonable efforts to establish a record date for, duly call, give notice of, convene and hold, cause such meeting of its shareholders to take place as promptly soon as is reasonably practicable after the Registration Statement shall have become effective, the Company Shareholders Meeting for the purpose of considering and voting upon the approval of this Agreement, the Mergers and the other transactions contemplated hereby. Subject to Section 6.07, to the extent permitted by applicable Law, the Company Special Committee shall recommend approval of this Agreement, the Mergers and the other transactions contemplated hereby is declared effective by the Company Shareholders SEC. (the “Company Recommendation”c) and include the Company Recommendation in the Proxy Statement/Prospectus. Unless this Agreement has been duly terminated in accordance with the terms Except as set forth herein, neither the Board of Directors of Company shallnor any committee thereof shall withdraw or modify, subject or propose to the right of the Company Special Committee to modify its recommendation withdraw or modify, in a manner adverse to Parent under circumstances Commerce or Sub, the approval or recommendation by the Board of Directors of Company or any such committee of this Agreement or the Merger. Notwithstanding the foregoing, the Board of Directors of Company, to the extent required by its fiduciary obligations, as specified determined in Section 6.07good faith by the Board of Directors of Company based on advice of independent outside counsel, take all lawful action may (subject to solicit from the Company Shareholders proxies in favor following sentences), withdraw or modify its approval or recommendation of this Agreement or the proposal Merger, approve or recommend any Superior Proposal (as defined herein), enter into an agreement with respect to approve such Superior Proposal or terminate this Agreement, in each case at any time after the Mergers receipt by Commerce or Sub of a written notice advising Commerce or Sub that the Board of Directors of Company has received a Superior Proposal, specifying the material terms and the other transactions contemplated hereby and shall take all other action reasonably necessary or advisable to secure the vote or consent conditions of the Company Shareholders that is required by the rules and regulations of the New York Stock Exchange and the CICL. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Company Shareholders Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement/Prospectus or the Registration Statement is provided to the Company Shareholders or, if as of the time for which the Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient Company Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meetingsuch Superior Proposal.

Shareholders Meetings. The (a) Notwithstanding any Company Change of Recommendation, the Company, acting through the its Company Special CommitteeBoard of Directors (or a committee thereof), shall promptly (but in no more than twenty (20) Business Days) following declaration of effectiveness by the SEC of the Registration Statement or that the SEC has no further comments on or will not review the Proxy Statement or Registration Statement, take all actions in accordance with applicable Law, the Company Memorandum and the rules and regulations of the New York Stock Exchange reasonable action necessary to establish a record date for, duly call, give notice of, convene and hold, as promptly as practicable after the Registration Statement shall have become effective, the Company Shareholders Meeting hold a meeting of its shareholders for the purpose of considering approving and voting upon the approval of adopting this AgreementAgreement (including any adjournment or postponement thereof, the Mergers and “Company Shareholders Meeting”); provided that the other transactions contemplated hereby. Subject Company may postpone, recess or adjourn such meeting for up to Section 6.07, thirty (30) days (excluding any adjournment or postponements required by applicable Law) (i) to the extent permitted required by applicable LawLaw or to prevent a breach of fiduciary duty, the Company Special Committee shall recommend approval of this Agreement, the Mergers and the other transactions contemplated hereby by the Company Shareholders (the “Company Recommendation”ii) and include the Company Recommendation in the Proxy Statement/Prospectus. Unless this Agreement has been duly terminated in accordance with the terms herein, the Company shall, subject to the right of the Company Special Committee to modify its recommendation in a manner adverse to Parent under circumstances as specified in Section 6.07, take all lawful action allow reasonable additional time to solicit from the Company Shareholders additional proxies in favor of the proposal to approve this Agreement, the Mergers and the other transactions contemplated hereby and shall take all other action reasonably necessary or advisable to secure the vote or consent of the Company Shareholders that is required by the rules and regulations of the New York Stock Exchange and the CICL. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Company Shareholders Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement/Prospectus or the Registration Statement is provided to the Company Shareholders orreasonably believes necessary in order to obtain the Company Requisite Vote, (iii) if as of the time for which the Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), ) there are insufficient shares of Company Ordinary Shares Common Stock represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting or (iv) to allow reasonable additional time for the filing and dissemination of any supplemental or amended disclosure which the Company Board of Directors has determined in good faith after consultation with outside counsel is necessary under applicable Law or to prevent a breach of fiduciary duty and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting. The Company, acting through its Company Board of Directors (or a committee thereof), shall subject to Section 7.1(d), (a) include in the Proxy Statement the Company Recommendation and, subject to the consent of each of the Company Financial Advisors, the written opinion of the Company Financial Advisors, dated as of the date of this Agreement, that, as of such date, the Per Share Merger Consideration is fair, from a financial point of view, to the holders of the Company Common Stock and (b) use its reasonable best efforts to obtain the Company Requisite Vote. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Shareholders Meeting if this Agreement is terminated. (b) Ultimate Parent, acting through the Ultimate Parent Board of Directors (or a committee thereof), shall promptly (and in no event later than sixty (60) days after the date hereof) prepare and provide the Circular to TSX for clearance and promptly following pre-clearance by the TSX of the Circular, take all reasonable action necessary to duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of approving the Share Issuance (including any adjournment or postponement thereof, the “Ultimate Parent Shareholders Meeting”); provided that Ultimate Parent may postpone, recess or adjourn such meeting for up to thirty (30) days (excluding any adjournment or postponements required by (i) to the extent required by Law or to prevent a breach of fiduciary duty, (ii) to allow reasonable additional time to solicit additional proxies to the extent Ultimate Parent reasonably believes necessary in order to obtain the Ultimate Parent Requisite Vote, (iii) if as of the time for which the Ultimate Parent Shareholders Meeting is originally scheduled (as set forth in the Circular) there are insufficient shares of Ultimate Parent represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Ultimate Parent Shareholders Meeting or (iv) to allow reasonable additional time for the filing and dissemination of any supplemental or amended disclosure which the Ultimate Parent Board of Directors has determined in good faith after consultation with outside counsel is necessary under applicable Law or to prevent a breach of fiduciary duty and for such supplemental or amended disclosure to be disseminated and reviewed by the Ultimate Parent’s shareholders prior to the Ultimate Parent Shareholders Meeting. The Ultimate Parent, acting through the Ultimate Parent Board of Directors (or a committee thereof), shall (a) include in the Circular the Ultimate Parent Recommendation and (b) use its reasonable best efforts to obtain the Ultimate Parent Requisite Vote. Notwithstanding anything to the contrary contained in this Agreement, Ultimate Parent shall not be required to hold the Ultimate Parent Shareholders Meeting if this Agreement is terminated.

Shareholders Meetings. The Company(a) Subject to fiduciary obligations under applicable law, acting through the Company Special Committeewill take, shall take all actions in accordance with applicable Lawlaw and its Restated Certificate of Incorporation and by-laws, the Company Memorandum and the rules and regulations of the New York Stock Exchange all action necessary to establish a record date for, duly call, give notice of, convene and holdhold a meeting of holders of Shares, including any adjournment thereof (the "Company Shareholders Meeting") as promptly as practicable after the Registration Statement shall have become effective, the Company Shareholders Meeting for the purpose execution of considering this Agreement by Parent to consider and voting vote upon the approval of this Agreement, the Mergers Agreement and the such other transactions contemplated herebymatters as may be appropriate. Subject to Section 6.07, to the extent permitted by applicable Law, the Company Special Committee shall recommend approval The Board of this Agreement, the Mergers and the other transactions contemplated hereby by the Company Shareholders (the “Company Recommendation”) and include the Company Recommendation in the Proxy Statement/Prospectus. Unless this Agreement has been duly terminated in accordance with the terms herein, the Company shall, subject to the right Directors of the Company Special Committee to modify its recommendation in a manner adverse to Parent under circumstances as specified in Section 6.07, shall recommend such approval and shall take all lawful action reasonably necessary to solicit from such approval; provided, however, that the recommendation of the Board of Directors of the Company Shareholders proxies in favor may be withdrawn or adversely modified if required under applicable law relating to fiduciary duties. Without limiting the generality of the proposal foregoing but subject to approve this Agreementthe Company's rights pursuant to Sections 6.2 and 8.3, the Mergers Company agrees that its obligations pursuant to the first sentence of this Section 6.3(a) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal. (b) Subject to fiduciary obligations under applicable law, Parent will take, in accordance with applicable law and its Restated Articles of Incorporation and by-laws, all action necessary to call, give notice of, convene and hold a meeting of its holders of Parent Shares, including any adjournment thereof (the "Parent Shareholders Meeting") as promptly as practicable after the execution of this Agreement to consider and vote upon the approval of this Agreement and such other transactions contemplated hereby matters as may be appropriate. The Board of Directors of Parent shall recommend such approval and shall take all other lawful action reasonably necessary or advisable to secure solicit such approval, provided, however, that the vote or consent recommendation of the Board of Directors of the Company Shareholders that is may be withdrawn or adversely modified if required by the rules and regulations of the New York Stock Exchange and the CICL. Notwithstanding anything under applicable law relating to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Company Shareholders Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement/Prospectus or the Registration Statement is provided to the Company Shareholders or, if as of the time for which the Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient Company Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meetingfiduciary duties.

Shareholders Meetings. (a) The Company, acting through Company shall duly call and hold a meeting of its shareholders (the "Company Special Committee, shall take all actions Shareholders' Meeting") as promptly as reasonably practicable in accordance with applicable Law, Law following the Company Memorandum and the rules and regulations of the New York Stock Exchange to establish a record date for, duly call, give notice of, convene and hold, as promptly as practicable after the Registration Statement becomes effective and the Proxy Statement is cleared by the SEC and after coordination with Parent, provided that the meeting shall have become effective, be held not later than five Business Days prior to the Outside Date (provided that the Company Shareholders shall not be required to hold the Company Shareholders' Meeting prior to the date of the Parent Stockholders' Meeting), for the purpose of considering and voting upon the adoption and approval of this Agreement. In connection with the Company Shareholders' Meeting and the transactions contemplated hereby, the Company will (i) subject to applicable Law, use its reasonable best efforts (including postponing or adjourning the Company Shareholders' Meeting to obtain a quorum or to solicit additional proxies) to obtain the necessary approvals by its shareholders of this Agreement, the Mergers and the other transactions contemplated hereby. Subject to Section 6.07, to the extent permitted by applicable Law, the Company Special Committee shall recommend approval of this Agreement, the Mergers and the other transactions contemplated hereby by the Company Shareholders (the “Company Recommendation”) and include the Company Recommendation in the Proxy Statement/Prospectus. Unless this Agreement has been duly terminated in accordance with the terms herein, the Company shall, subject to the right of the Company Special Committee to modify its recommendation in a manner adverse to Parent under circumstances as specified in Section 6.07, take all lawful action to solicit from the Company Shareholders proxies in favor of the proposal to approve this Agreement, the Mergers Merger and the other transactions contemplated hereby and (ii) otherwise comply with all legal requirements applicable to the Company Shareholders' Meeting. (b) Parent shall take all other action duly call and hold a meeting of its stockholders (the "Parent Stockholders' Meeting") as promptly as reasonably necessary or advisable practicable in accordance with applicable Law following the date the Registration Statement becomes effective and the Proxy Statement is cleared by the SEC and after coordination with the Company, provided that the meeting shall be held not later than five Business Days prior to secure the vote or consent Outside Date (provided that the Parent shall not be required to hold the Parent Stockholders' Meeting prior to the date of the Company Shareholders that is required Shareholders' Meeting), for the purpose of voting upon the approval of the Share Issuance, and Parent shall use its reasonable best efforts to hold the Parent Stockholders' Meeting as soon as practicable after the date on which the Registration Statement becomes effective. In connection with the Parent Stockholders' Meeting and the transactions contemplated hereby, Parent will (i) subject to applicable Law, use its reasonable best efforts (including postponing or adjourning Parent Stockholders' Meeting to obtain a quorum or to solicit additional proxies) to obtain the necessary approvals by its stockholders of the Share Issuance and (ii) otherwise comply with all legal requirements applicable to the Parent Stockholders' Meeting. (c) The Board of Directors of the Company shall recommend approval of this Agreement and the Merger by the rules and regulations shareholders of the New York Stock Exchange Company (the "Company Recommendation") and, subject to Section 6.4, shall not withdraw or adversely modify (or propose to withdraw or adversely modify) such recommendation, and the CICL. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Company Shareholders Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement/Prospectus or shall contain such recommendation. (d) The Board of Directors of Parent shall recommend the Registration Statement is provided to the Company Shareholders or, if as approval of the time for which Share Issuance by the Company Shareholders Meeting is originally scheduled stockholders of Parent (as set forth in the "Parent Recommendation") and shall not withdraw or adversely modify (or propose to withdraw or adversely modify) such recommendation, and the Joint Proxy Statement/Prospectus), there are insufficient Company Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders MeetingProspectus shall contain such recommendation.

Shareholders Meetings. (a) Following the acceptance for payment and purchase of Shares by Purchaser pursuant to the Offer, the Company shall take all action necessary in accordance with the PBCL, the Company's articles of incorporation (the "Articles") and by-laws (the "By-laws") and the Exchange Act to effect the Articles Amendment. The Articles Amendment shall require the approval of at least 80% of the voting securities of the Company entitled to vote thereon. In order to effect the Articles Amendment, the Company, acting through the Company Special CommitteeBoard of Directors shall, shall take all actions in accordance with applicable Law, the Company Memorandum and the rules and regulations of the New York Stock Exchange to establish a record date for, law: (i) duly call, give notice of, convene and hold, hold a special meeting of its shareholders as promptly as practicable after following the Registration Statement shall have become effective, acceptance for payment and purchase of Shares by Purchaser pursuant to the Company Shareholders Meeting Offer for the purpose of considering and voting taking action upon the approval of this Agreementthe Articles Amendment; (ii) if required, prepare and file with the Mergers SEC a preliminary proxy or information statement relating to the Articles Amendment and use its Best Efforts to obtain and furnish the other transactions contemplated hereby. Subject information required to Section 6.07be included by the SEC in such proxy statement and, after consultation with Parent, to the extent permitted by applicable Law, the Company Special Committee shall recommend approval of this Agreement, the Mergers and the other transactions contemplated hereby respond promptly to any comments made by the Company Shareholders SEC with respect to such proxy statement and cause a definitive proxy or information statement (the “Company Recommendation”"Articles Amendment Proxy Statement"), including any amendment or supplement thereto to be mailed to its shareholders; (iii) and include the Company Recommendation in the Articles Amendment Proxy Statement/Prospectus. Unless this Agreement has been duly terminated in accordance with Statement the terms herein, the Company shall, subject to the right recommendation of the Company Special Committee to modify Board of Directors that shareholders of the Company vote in favor of the approval of the Articles Amendment; and (iv) use its recommendation in a manner adverse to Parent under circumstances as specified in Section 6.07, take all lawful action Best Efforts to solicit from the Company Shareholders proxies in favor of the proposal to approve this Agreement, the Mergers and the other transactions contemplated hereby Articles Amendment from holders of Shares and shall take all other action reasonably necessary or or, in the reasonable opinion of Parent, advisable to secure the any vote or consent of the Company Shareholders that is shareholders required by the rules PBCL, the Articles and regulations the By-laws to effect the Articles Amendment. (b) Parent will provide the Company with the information concerning Parent and Purchaser required to be included in the Articles Amendment Proxy Statement. (c) Parent shall vote, or cause to be voted, in favor of the New York Stock Exchange and approval of the CICL. Notwithstanding anything Articles Amendment all Shares owned by Parent, Purchaser or any of Parent's other Subsidiaries. (d) If required by applicable law in order to consummate the contrary contained in this AgreementMerger, the Company, acting through the Company Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its shareholders as promptly as practicable following the acceptance for payment and purchase of Shares by Purchaser pursuant to the Offer for the purpose of considering and taking action upon the approval of the Merger and the adoption of this Agreement; (ii) prepare and file with the SEC a preliminary proxy or information statement relating to the Merger and this Agreement and use its best efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, may adjourn to respond promptly to any comments made by the SEC with respect to the preliminary proxy or postpone information statement and cause a definitive proxy or information statement, including any amendment or supplement thereto to be mailed to its shareholders, provided that no amendment or supplement to such Proxy or information statement will be made by the Company Shareholders Meeting to the extent necessary to ensure that any legally required supplement or amendment to without consultation with Parent and its counsel; (iii) include in the Proxy Statement/Prospectus or Statement the Registration Statement is provided to recommendation of the Company Shareholders Board of Directors that shareholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement; and (iv) use its best efforts to solicit from holders of Shares proxies in favor of the Merger and shall take all other action necessary or, if as in the reasonable opinion of Parent, advisable to secure any vote or consent of shareholders required by the time for which PBCL, the Articles and the By-laws to effect the Merger. (e) Parent will provide the Company Shareholders Meeting is originally scheduled (as set forth with the information concerning Parent and Purchaser required to be included in the Proxy Statement/Prospectus). (f) Parent shall vote, there are insufficient Company Ordinary Shares represented (either or cause to be voted, in person or by proxy) to constitute a quorum necessary to conduct the business favor of the Company Shareholders Meetingapproval of the Merger and the approval and adoption of this Agreement: (i) all shares of capital stock of Purchaser, and (ii) all Shares owned by Parent, Purchaser or any of Parent's other Subsidiaries.

Shareholders Meetings. The Company(a) Subject to fiduciary obligations under applicable law, acting through the Company Special Committeewill take, shall take all actions in accordance with applicable Lawlaw and its Restated Certificate of Incorporation and by-laws, the Company Memorandum and the rules and regulations of the New York Stock Exchange all action necessary to establish a record date for, duly call, give notice of, convene and holdhold a meeting of holders of Shares, including any adjournment thereof (the "Company Shareholders Meeting") as promptly as practicable after the Registration Statement shall have become effective, the Company Shareholders Meeting for the purpose execution of considering this Agreement by Parent to consider and voting vote upon the approval of this Agreement, the Mergers Agreement and the such other transactions contemplated herebymatters as may be appropriate. Subject to Section 6.07, to the extent permitted by applicable Law, the Company Special Committee shall recommend approval The Board of this Agreement, the Mergers and the other transactions contemplated hereby by the Company Shareholders (the “Company Recommendation”) and include the Company Recommendation in the Proxy Statement/Prospectus. Unless this Agreement has been duly terminated in accordance with the terms herein, the Company shall, subject to the right Directors of the Company Special Committee to modify its recommendation in a manner adverse to Parent under circumstances as specified in Section 6.07, shall recommend such approval and shall take all lawful action reasonably necessary to solicit from such approval; provided, however, that the recommendation of the Board of Directors of the Company Shareholders proxies in favor may be withdrawn or adversely modified if required under applicable law relating to fiduciary duties. Without limiting the generality of the proposal foregoing but subject to approve this Agreementthe Company s rights pursuant to Sections 6.2 and 8.3, the Mergers Company 38 agrees that its obligations pursuant to the first sentence of this Section 6.3(a) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal. (b) Subject to fiduciary obligations under applicable law, Parent will take, in accordance with applicable law and its Restated Articles of Incorporation and by-laws, all action necessary to call, give notice of, convene and hold a meeting of its holders of Parent Shares, including any adjournment thereof (the "Parent Shareholders Meeting") as promptly as practicable after the execution of this Agreement to consider and vote upon the approval of this Agreement and such other transactions contemplated hereby matters as may be appropriate. The Board of Directors of Parent shall recommend such approval and shall take all other lawful action reasonably necessary or advisable to secure solicit such approval, provided, however, that the vote or consent recommendation of the Board of Directors of the Company Shareholders that is may be withdrawn or adversely modified if required by the rules and regulations of the New York Stock Exchange and the CICL. Notwithstanding anything under applicable law relating to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Company Shareholders Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement/Prospectus or the Registration Statement is provided to the Company Shareholders or, if as of the time for which the Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient Company Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meetingfiduciary duties.

Shareholders Meetings. The CompanyTIL shall, acting through the Company Special Committee, shall take all actions in accordance with applicable Law, the Company Memorandum Xxxxxxxx Islands Act and the rules and regulations of the New York Stock Exchange to establish a record date forTIL Organizational Documents, duly call, give notice of, convene of and hold, hold a meeting of TIL’s shareholders as promptly as practicable after the Registration Statement shall have become effective, the Company Shareholders Meeting for the purpose of considering and voting upon the approval of this Agreement, the Mergers Merger and the other transactions contemplated hereby. Subject to Section 6.07, to the extent permitted by applicable Law, the Company Special Committee shall recommend approval adoption of this Agreement, the Mergers and the other transactions contemplated hereby by the Company Shareholders Agreement (the “Company RecommendationTIL Shareholders’ Meeting”) and include the Company Recommendation in the Proxy Statement/Prospectus). Unless this Agreement has been duly terminated TNK shall, in accordance with the terms hereinXxxxxxxx Islands Act and the TNK Organizational Documents, duly call, give notice of and hold a meeting of TNK’s shareholders as promptly as practicable for the Company shallpurpose of approving the Charter Amendment (the “TNK Shareholders’ Meeting”). Each of TIL and TNK shall use its reasonable best efforts to hold these shareholders’ meetings on the same day as soon as practicable after the date on which the Registration Statement becomes effective, subject provided, however, that (a) each Party may change the date of, postpone or adjourn its shareholder meeting (but not in any event to a date later than five Business Days prior to the right of the Company Special Committee to modify its recommendation in a manner adverse to Parent under circumstances as specified in Section 6.07, take all lawful action to solicit from the Company Shareholders proxies in favor of the proposal to approve this Agreement, the Mergers and the other transactions contemplated hereby and shall take all other action reasonably necessary or advisable to secure the vote or consent of the Company Shareholders that is required by the rules and regulations of the New York Stock Exchange and the CICL. Notwithstanding anything End Date) to the contrary contained extent that it has determined in this Agreement, the Companygood faith, after consultation with Parentoutside legal counsel and the other Party (and its outside counsel), may adjourn that such change, postponement or postpone the Company Shareholders Meeting to the extent adjournment is necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement/Prospectus or the Registration Statement is provided to the Company Shareholders orapplicable shareholders within a reasonable amount of time in advance of such shareholder meeting and (b) each Party may (and if the other Party so requests, such Party shall (it being understood and agreed that such Party is not obligated to change the date if so requested by the other Party more than two times) change the date of, postpone or adjourn its shareholder meeting (but not in any event to a date later than five Business Days prior to the End Date and provided that the Party does not set a new record date without the written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed)) if as of the time for which the Company Shareholders Meeting shareholder meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), 1) there are insufficient Company Ordinary Shares shares of common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meetingapplicable shareholder meeting or (2) at such time the Party has not received proxies sufficient, when aggregated with the shares to be voted by Teekay and TNK, as applicable, to allow the receipt of the TIL Shareholder Approvals or TNK Shareholder Approvals, as the case may be, at the applicable shareholder meeting. Each of TIL and TNK shall include in the Joint Proxy Statement/Prospectus the recommendation of their respective boards of directors that (i) in the case of TIL, the TIL shareholders vote in favor of the approval of this Agreement and (ii) in the case of TNK, the TNK shareholders vote in favor of the Charter Amendment. Except to the extent there has been a TIL Adverse Recommendation Change in accordance with and subject to Section 6.4, TIL shall use its reasonable best efforts to solicit from its shareholders proxies in favor of the approval of this Agreement (which shall include, for the avoidance of doubt, the hiring of a proxy solicitor) and shall take all other action necessary or advisable to secure the required vote of its shareholders. Except to the extent there has been a TNK Adverse Recommendation Change in accordance with and subject to Section 6.5, TNK shall use its reasonable best efforts to solicit from its shareholders proxies in favor of the Charter Amendment (which shall include, for the avoidance of doubt, the hiring of a proxy solicitor) and shall take all other action necessary or advisable to secure the required vote of its shareholders. TIL agrees that its obligations to hold the TIL Shareholders’ Meeting pursuant to this Section 7.2 shall not be affected by the commencement, public proposal, public disclosure or communication to TIL of any TIL Acquisition Proposal or by the making of any TIL Adverse Recommendation Change. TNK agrees that its obligations to hold the TNK Shareholders’ Meeting pursuant to this Section 7.2 shall not be affected by the commencement, public proposal, public disclosure or communication to TNK of any TNK Acquisition Proposal or by the making of any TNK Adverse Recommendation Change.

Shareholders Meetings. The Company, acting through the Company Special Committee, shall Amoco will take all actions in accordance with applicable Law, action necessary to convene a meeting of the Company Memorandum holders of Amoco Common Shares at which the holders of Amoco Common Shares shall consider approval of the Merger and the rules and regulations of other transactions contemplated hereby (the New York Stock Exchange to establish a record date for, duly call, give notice of, convene and hold, "Amoco Shareholders Meeting") as promptly as practicable after the Registration Statement Form F-4 has been declared effective by the SEC. BP will take all action necessary to convene an extraordinary general meeting of BP shareholders at which resolutions will be proposed to approve the Merger and the other transactions contemplated hereby (the "BP Shareholders Meeting") as promptly as practicable after the BP Documents are cleared by the LSE and the Form F-4 has been declared effective by the SEC. BP shall have become effectiveinclude in the notice of meeting referred to above, resolutions inter alia to approve: (i) the Company Shareholders Meeting for the purpose of considering and voting upon the approval of this Agreement, the Mergers Merger and the other transactions contemplated hereby; (ii) a change of name of BP to BP Amoco p.l.c.; (iii) an alteration to BP's articles of association to permit BP to declare and pay dividends in U.S. dollars; and (iv) the appointment of the Persons referred to in Section 3.8.3 as directors of BP, in each case subject to and with effect at the Effective Time. Subject BP and Amoco each agrees to Section 6.07use all reasonable efforts such that, to the extent permitted by applicable Lawpractical, the Company Special Committee Amoco Shareholders Meeting and the BP Shareholders Meeting shall recommend approval be held as promptly as practicable after the conditions precedent to holding such meetings have been fulfilled. Subject to fiduciary obligations and the requirements of applicable Law and the terms of this Agreement, including the Mergers and the other transactions contemplated hereby by the Company Shareholders provisions of Section 3.2 (the “Company Recommendation”) and include the Company Recommendation in the Proxy Statement/Prospectus. Unless this Agreement has been duly terminated in accordance with the terms hereinAcquisition Proposals), the Company shall, subject board of directors of each of BP and Amoco shall recommend to its respective shareholders the right approval of the Company Special Committee to modify its recommendation in a manner adverse to Parent under circumstances as specified in Section 6.07, take all lawful action to solicit from the Company Shareholders proxies in favor of the proposal to approve this Agreement, the Mergers Merger and the other transactions contemplated hereby and shall take all other action reasonably necessary or advisable use best reasonable efforts to secure the vote or consent of the Company Shareholders that is required by the rules and regulations of the New York Stock Exchange and the CICL. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Company Shareholders Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement/Prospectus or the Registration Statement is provided to the Company Shareholders or, if as of the time for which the Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient Company Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meetingsolicit such approval.

Shareholders Meetings. The Company(a) Subject to fiduciary obligations under applicable law, acting through the Company Special Committeewill take, shall take all actions in accordance with applicable Lawlaw and its Restated Certificate of Incorporation and by-laws, the Company Memorandum and the rules and regulations of the New York Stock Exchange all action necessary to establish a record date for, duly call, give notice of, convene and holdhold a meeting of holders of Shares, including any adjournment thereof (the "COMPANY SHAREHOLDERS MEETING") as promptly as practicable after the Registration Statement shall have become effective, the Company Shareholders Meeting for the purpose execution of considering this Agreement by Parent to consider and voting vote upon the approval of this Agreement, the Mergers Agreement and the such other transactions contemplated herebymatters as may be appropriate. Subject to Section 6.07, to the extent permitted by applicable Law, the Company Special Committee shall recommend approval The Board of this Agreement, the Mergers and the other transactions contemplated hereby by the Company Shareholders (the “Company Recommendation”) and include the Company Recommendation in the Proxy Statement/Prospectus. Unless this Agreement has been duly terminated in accordance with the terms herein, the Company shall, subject to the right Directors of the Company Special Committee to modify its recommendation in a manner adverse to Parent under circumstances as specified in Section 6.07, shall recommend such approval and shall take all lawful action reasonably necessary to solicit from such approval; PROVIDED, HOWEVER, that the recommendation of the Board of Directors of the Company Shareholders proxies in favor may be withdrawn or adversely modified if required under applicable law relating to fiduciary duties. Without limiting the generality of the proposal foregoing but subject to approve this Agreementthe Company s rights pursuant to Sections 6.2 and 8.3, the Mergers Company agrees that its obligations pursuant to the first sentence of this Section 6.3(a) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal. (b) Subject to fiduciary obligations under applicable law, Parent will take, in accordance with applicable law and its Restated Articles of Incorporation and by-laws, all action necessary to call, give notice of, convene and hold a meeting of its holders of Parent Shares, including any adjournment thereof (the "PARENT SHAREHOLDERS MEETING") as promptly as practicable after the execution of this Agreement to consider and vote upon the approval of this Agreement and such other transactions contemplated hereby matters as may be appropriate. The Board of Directors of Parent shall recommend such approval and shall take all other lawful action reasonably necessary or advisable to secure solicit such approval, PROVIDED, HOWEVER, that the vote or consent recommendation of the Board of Directors of the Company Shareholders that is may be withdrawn or adversely modified if required by the rules and regulations of the New York Stock Exchange and the CICL. Notwithstanding anything under applicable law relating to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Company Shareholders Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement/Prospectus or the Registration Statement is provided to the Company Shareholders or, if as of the time for which the Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient Company Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meetingfiduciary duties.