Common use of The Company Shareholders Meeting Clause in Contracts

The Company Shareholders Meeting. If the Company Shareholders Approval is required by Applicable Law, the Company shall, as promptly as practicable following the expiration of the Offer, take all action in accordance with the United States federal securities laws, the PBCL and the Company Articles of Incorporation and the Company By Laws necessary to duly call, give notice of, convene and hold a special meeting of the Company Shareholders, to be held on the earliest reasonably practicable date determined in consultation with Buyer, for the purpose of obtaining the Company Shareholders Approval (the “Company Shareholders Meeting”). Once the Company Shareholders Meeting has been called and noticed, the Company shall not postpone or adjourn (other than for the absence of a quorum and then only to the next possible future date) the Company Shareholders Meeting without Buyer’s written consent. The Board shall submit this Agreement to the Company Shareholders, whether or not the Board at any time changes, withdraws or modifies the Company Board Recommendation. The Company shall solicit from the Company Shareholders proxies in favor of the Merger and shall take all other action necessary or advisable to secure the vote or consent of the Company Shareholders required by the PBCL and the Company Articles of Incorporation and Company By-Laws to authorize and adopt this Agreement and the Merger. Without limiting the generality of the foregoing, (i) the Company agrees that its obligation to duly call, give notice of, convene and hold a meeting of the holders of Company Common Stock, as required by this

The Company Shareholders Meeting. If The Company will take, in accordance with applicable Law and its Articles of Association, all action necessary to convene a meeting of its shareholders (the "Company Shareholders' Meeting") as promptly as reasonably practicable, but in no event prior to August 27, 2007, to consider and vote for the approval of this Agreement, the Merger and the other Transactions. Subject to Section 6.5, the Board of Directors shall recommend such approval subject to the notice requirements of the Companies Law and the rules and regulations promulgated thereunder and the Articles of Association of the Company. The Company Shareholders' Meeting shall be held as promptly as reasonably practicable after the date hereof. The Company shall call, notice, convene, hold and conduct the Company Shareholders Approval is required by Applicable Shareholders' Meeting in compliance with applicable Legal Requirements including the Companies Law, the Articles of Association of the Company shalland the rules of Nasdaq. Subject to the provisions of Section 320(c) of the Companies Law, the approval of the Merger requires the Company Shareholder Approval. The quorum required for the shareholders' meeting is at least two (2) shareholders, present in person or by proxy, holding at least one-third (33.3%) of the issued and outstanding share capital of the Company. The Company may adjourn or postpone the Company Shareholders' Meeting: (i) if and to the extent necessary to provide any necessary supplement or amendment of the notice to the Company's shareholders in advance of a vote on this Agreement, and the Merger and the other Transactions; or (ii) if, as promptly as practicable following the expiration of the Offer, take all action time for which the Company Shareholders' Meeting is originally scheduled (as set forth in accordance with the United States federal securities lawsnotice for the Company Shareholders' Meeting), the PBCL and number of Company Shares present at the Company Articles Shareholders' Meeting (either in person or by proxy) is insufficient to constitute the required quorum necessary to conduct the business of Incorporation and the Company By Laws necessary Shareholders' Meeting. The Company's obligation to duly call, give notice of, convene and hold a special meeting of the Company Shareholders' Meeting in accordance with this Section 6.7 shall not be limited to or otherwise affected by the commencement, to be held on disclosure, announcement or submission of any Acquisition Proposal, except in the earliest reasonably practicable date determined in consultation with Buyer, for the purpose of obtaining event that the Company Shareholders Approval (the “Company Shareholders Meeting”decides to terminate this Agreement pursuant to Section 8.1(c). Once In the Company Shareholders Meeting has been called and noticedevent that Purchaser or any of its Affiliates casts any votes in respect of the Merger, the Company Purchaser shall not postpone or adjourn (other than for the absence of a quorum and then only to the next possible future date) the Company Shareholders Meeting without Buyer’s written consent. The Board shall submit this Agreement disclose to the Company Shareholders, whether or not the Board at any time changes, withdraws or modifies the Company Board Recommendation. The Company shall solicit from the Company Shareholders proxies its interest in favor of the Merger and shall take all other action necessary or advisable to secure the vote or consent of the Company Shareholders required by the PBCL and the Company Articles of Incorporation and Company By-Laws to authorize and adopt this Agreement and the Merger. Without limiting the generality of the foregoing, (i) the Company agrees that its obligation to duly call, give notice of, convene and hold a meeting of the holders of Company Common Stock, as required by thissuch shares so voted.

The Company Shareholders Meeting. If The Company will take, in accordance with applicable Law and its Articles of Association, all action necessary to convene a meeting of its shareholders (the “Company Shareholders’ Meeting”) as promptly as reasonably practicable, but in no event prior to August 27, 2007, to consider and vote for the approval of this Agreement, the Merger and the other Transactions. Subject to Section 6.5, the Board of Directors shall recommend such approval subject to the notice requirements of the Companies Law and the rules and regulations promulgated thereunder and the Articles of Association of the Company. The Company Shareholders’ Meeting shall be held as promptly as reasonably practicable after the date hereof. The Company shall call, notice, convene, hold and conduct the Company Shareholders Approval is required by Applicable Shareholders’ Meeting in compliance with applicable Legal Requirements including the Companies Law, the Articles of Association of the Company shalland the rules of Nasdaq. Subject to the provisions of Section 320(c) of the Companies Law, the approval of the Merger requires the Company Shareholder Approval. The quorum required for the shareholders’ meeting is at least two (2) shareholders, present in person or by proxy, holding at least one-third (33.3%) of the issued and outstanding share capital of the Company. The Company may adjourn or postpone the Company Shareholders’ Meeting: (i) if and to the extent necessary to provide any necessary supplement or amendment of the notice to the Company’s shareholders in advance of a vote on this Agreement, and the Merger and the other Transactions; or (ii) if, as promptly as practicable following the expiration of the Offer, take all action time for which the Company Shareholders’ Meeting is originally scheduled (as set forth in accordance with the United States federal securities lawsnotice for the Company Shareholders’ Meeting), the PBCL and number of Company Shares present at the Company Articles Shareholders’ Meeting (either in person or by proxy) is insufficient to constitute the required quorum necessary to conduct the business of Incorporation and the Company By Laws necessary Shareholders’ Meeting. The Company’s obligation to duly call, give notice of, convene and hold a special meeting of the Company Shareholders’ Meeting in accordance with this Section 6.7 shall not be limited to or otherwise affected by the commencement, to be held on disclosure, announcement or submission of any Acquisition Proposal, except in the earliest reasonably practicable date determined in consultation with Buyer, for the purpose of obtaining event that the Company Shareholders Approval (the “Company Shareholders Meeting”decides to terminate this Agreement pursuant to Section 8.1(c). Once In the Company Shareholders Meeting has been called and noticedevent that Purchaser or any of its Affiliates casts any votes in respect of the Merger, the Company Purchaser shall not postpone or adjourn (other than for the absence of a quorum and then only to the next possible future date) the Company Shareholders Meeting without Buyer’s written consent. The Board shall submit this Agreement disclose to the Company Shareholders, whether or not the Board at any time changes, withdraws or modifies the Company Board Recommendation. The Company shall solicit from the Company Shareholders proxies its interest in favor of the Merger and shall take all other action necessary or advisable to secure the vote or consent of the Company Shareholders required by the PBCL and the Company Articles of Incorporation and Company By-Laws to authorize and adopt this Agreement and the Merger. Without limiting the generality of the foregoing, (i) the Company agrees that its obligation to duly call, give notice of, convene and hold a meeting of the holders of Company Common Stock, as required by thissuch shares so voted.