Common use of Approval of Shareholders Clause in Contracts

Approval of Shareholders. (a) Parent shall, through its Board of Directors , duly call, give notice of, convene and hold an extraordinary general meeting of its shareholders (the "Parent Shareholders' Meeting"), for the purpose of voting to approve the Merger in accordance with this Agreement and any resolutions necessary or appropriate to enable Parent to implement the same (the "Parent Shareholders' Approval"). Unless the Board of Directors of Parent, based upon the advice of their outside counsel, determines in good faith that making such recommendation, or failing to amend, modify or withdraw any previously made recommendation, would result in a breach their fiduciary duties to shareholders under applicable law, Parent shall include in the Circular the recommendation of the Board of Directors of Parent that the shareholders of Parent approve such matters, and shall use its commercially reasonable efforts to obtain such approval. In connection with the Parent Shareholders' Meeting, subject to applicable law, (i) Parent shall, as soon as practicable after the date of this Agreement and in accordance with the listing rules of the LSE, prepare and submit to the LSE for approval the Circular and Listing Particulars, and shall use its commercially reasonable efforts to have such documents formally approved by the LSE and shall thereafter publish the Circular and the Listing Particulars and dispatch the Circular and Listing Particulars to its shareholders in compliance with all legal requirements applicable to the Parent Shareholders' Meeting and the listing rules of the LSE and (ii) if necessary thereafter, promptly publish or circulate amended, supplemental or supplemented materials and, if required in connection therewith, resolicit votes. Parent shall give the Company and its counsel the opportunity to review the Circular and the Listing Particulars before the same are published. The Company agrees to cooperate with Parent in the preparation of the Circular and the Listing Particulars including providing such information with respect to the Company and its Subsidiaries as may be required to be disclosed therein.

Approval of Shareholders. IBSF will (ai) Parent shall, through its Board of Directors , take all steps necessary duly to call, give notice of, convene and hold an extraordinary general a meeting of the shareholders of IBSF (the "Shareholders Meeting") for the purpose of securing the approval of shareholders of this Agreement, (ii) subject to the qualification set forth in Section 5.3 hereof and the right not to make a recommendation or to withdraw a recommendation if (x) its investment banker withdraws its fairness opinion prior to the Shareholders' Meeting or (y) IBSF's Board of Directors, after consulting with counsel, determines in the exercise of its fiduciary duties that such recommendation should not be made or should be withdrawn, recommend to the shareholders of IBSF the approval of this Agreement and the transactions contemplated hereby and use its reasonable best efforts to obtain, as promptly as practicable, such approval, and (iii) cooperate and consult with HUBCO with respect to each of the foregoing matters. If it becomes necessary under Nasdaq rules or applicable laws to obtain HUBCO shareholder approval, HUBCO shall take all steps necessary to obtain the approval of its shareholders as promptly as possible. In connection therewith, HUBCO shall (i) take all steps necessary to duly call, give notice and convene a meeting of its shareholders for such purpose, and (ii) subject to the "Parent Shareholders' Meeting"), for the purpose of voting right not to approve the Merger in accordance with this Agreement and any resolutions necessary make a recommendation or appropriate to enable Parent to implement the same (the "Parent Shareholders' Approval"). Unless the withdraw a recommendation if HUBCO's Board of Directors of ParentDirectors, based upon the advice of their outside after consulting with counsel, determines in good faith that making such recommendation, or failing to amend, modify or withdraw any previously made recommendation, would result in a breach their the exercise of its fiduciary duties that such recommendation should not be made or should be withdrawn, recommend to shareholders under applicable law, Parent shall include in the Circular the recommendation of the Board of Directors of Parent that the shareholders of Parent approve such matters, and shall use its commercially reasonable efforts to obtain such approval. In connection with HUBCO the Parent Shareholders' Meeting, subject to applicable law, (i) Parent shall, as soon as practicable after the date approval of this Agreement and in accordance with the listing rules of the LSE, prepare transactions contemplated hereby and submit to the LSE for approval the Circular and Listing Particulars, and shall use its commercially reasonable best efforts to have obtain, as promptly as practicable, such documents formally approved by the LSE and shall thereafter publish the Circular and the Listing Particulars and dispatch the Circular and Listing Particulars to its shareholders in compliance with all legal requirements applicable to the Parent Shareholders' Meeting and the listing rules of the LSE and (ii) if necessary thereafter, promptly publish or circulate amended, supplemental or supplemented materials and, if required in connection therewith, resolicit votes. Parent shall give the Company and its counsel the opportunity to review the Circular and the Listing Particulars before the same are published. The Company agrees to cooperate with Parent in the preparation of the Circular and the Listing Particulars including providing such information with respect to the Company and its Subsidiaries as may be required to be disclosed thereinapproval.

Approval of Shareholders. (a) As soon as reasonably practicable after the date hereof, Parent shall, through its Board of Directors Directors, duly call, give notice of, convene and hold an extraordinary general meeting of its shareholders (the "Parent Shareholders' Meeting"), for the purpose of voting to approve the Merger in accordance with this Agreement and any resolutions necessary or appropriate to enable Parent to implement the same (the "Parent Shareholders' Approval"). Unless the Board of Directors of Parent, based upon the advice of their outside counselindependent professional advisors, including legal advisors, determines in good faith that making such recommendation, or failing to amend, modify or withdraw any previously made recommendation, would could reasonably be expected to result in a breach of their fiduciary duties to shareholders under applicable imposed by law, Parent shall include in the Circular the recommendation of the Board of Directors of Parent that the shareholders of Parent approve such matters, and shall use its commercially reasonable efforts to obtain such approval. In connection with the Parent Shareholders' Meeting, subject to applicable law, (i) Parent shall, as soon as practicable after the date of this Agreement and in accordance with the listing rules of the LSEListing Rules, prepare and submit to the LSE UKLA for approval the Circular and Listing Particulars, and shall use its commercially reasonable efforts to have such documents formally approved by the LSE UKLA and shall thereafter publish the Circular and the Listing Particulars and dispatch the Circular and Listing Particulars to its shareholders in compliance with all legal requirements applicable to the Parent Shareholders' Meeting and the listing rules of the LSE Listing Rules and (ii) if necessary thereafter, promptly publish or circulate amended, supplemental or supplemented materials and, if required in connection therewith, resolicit votes. Parent shall give the Company and its counsel the opportunity to review the Circular and the Listing Particulars before the same are is published. The Company agrees to cooperate with Parent in the preparation of the Circular and the Listing Particulars Parent Disclosure Documents including providing such information with respect to the Company and its Subsidiaries as may be reasonably required to be disclosed therein.

Approval of Shareholders. (a) Parent shallAs promptly as practicable after the execution of this Agreement, through the Company will take all action necessary in accordance with the CGCL and its Board Articles of Directors , duly call, give notice of, Incorporation and Bylaws to convene and hold an extraordinary general a meeting of its shareholders the Shareholders to consider and vote upon or to solicit consent in writing regarding the adoption and approval of this Agreement and the consummation of the transactions contemplated hereby, including without limitation, the delivery to the Shareholders of an information statement (the "Information Statement") which shall not, on the date the Information Statement is mailed to Shareholders or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Information Statement shall be subject to review and reasonable approval by Parent Shareholders' Meeting")and include information regarding the Company, for the purpose terms of voting to approve the Merger in accordance with and this Agreement and any resolutions necessary or appropriate to enable Parent to implement the same (the "Parent Shareholders' Approval"). Unless the Board of Directors of Parent, based upon the advice of their outside counsel, determines in good faith that making such recommendation, or failing to amend, modify or withdraw any previously made recommendation, would result in a breach their fiduciary duties to shareholders under applicable law, Parent shall include in the Circular the unanimous recommendation of the Board of Directors of Parent the Company in favor of the Merger and this Agreement and the transactions contemplated hereby. The Company shall also seek Shareholder approval of any payments of cash or stock that are described in Section 2.22 of the shareholders Disclosure Schedule that may be deemed to constitute "parachute payments" pursuant to Section 280G of Parent approve the Code, such matters, and that all such payments will not be deemed to be "parachute payments" pursuant to Section 280G of the Code or shall use its commercially reasonable efforts to obtain be exempt from such approval. In connection with treatment under such Section 280G. The Board of Directors of the Parent Shareholders' Meeting, subject to applicable law, (i) Parent shall, as soon as practicable after Company has on the date of this Agreement unanimously adopted a resolution recommending that the Shareholders vote to adopt and in accordance with approve the listing rules Merger and this Agreement and the consummation of the LSE, prepare and submit to the LSE for approval the Circular and Listing Particulars, and shall transactions contemplated herein. The Company will use its commercially reasonable efforts to have such documents formally approved by solicit from the LSE Shareholders votes in favor of the proposal to adopt and shall thereafter publish approve the Circular Merger and this Agreement and will take other action reasonably necessary or advisable to secure a vote in favor of the Merger and the Listing Particulars adoption and dispatch the Circular and Listing Particulars to its shareholders in compliance with all legal requirements applicable to the Parent Shareholders' Meeting and the listing rules approval of the LSE and (ii) if necessary thereafter, promptly publish or circulate amended, supplemental or supplemented materials and, if required in connection therewith, resolicit votes. Parent shall give the Company and its counsel the opportunity to review the Circular and the Listing Particulars before the same are published. The Company agrees to cooperate with Parent in the preparation of the Circular and the Listing Particulars including providing such information with respect to the Company and its Subsidiaries as may be required to be disclosed thereinthis Agreement.

Approval of Shareholders. (a) Parent shall, through its Board of Directors , duly call, give notice of, convene and hold an extraordinary general meeting of its shareholders (the "Parent Shareholders' Meeting"), for the purpose of voting to approve the Merger The Company shall take all action necessary in accordance with the TBCA and the Charter Documents to obtain the informed approval of the Merger, this Agreement and any resolutions necessary or appropriate to enable Parent to implement the same transactions contemplated hereby at a meeting of the Shareholders (the "Parent “Shareholders' Approval")’ Meeting”) to be held as promptly as practicable after the date hereof and in no event later than two (2) business days following the meeting of the shareholders of Staktek contemplated by the Staktek Merger Agreement. Unless In connection therewith, the Company shall prepare a proxy statement (together with any amendments or supplements thereto, the “Proxy statement”) that shall include a statement to the effect that the Board of Directors of Parent, based upon the advice Company has recommended that the Shareholders vote in favor of their outside counsel, determines in good faith and adopt and approve this Agreement. The Proxy statement shall specify that making such recommendation, or failing to amend, modify or withdraw any previously made recommendation, would result in a breach their fiduciary duties to shareholders under applicable law, Parent approval of this Agreement shall include in constitute approval by the Circular Shareholders of: (A) the recommendation escrow and the deposit of the Board Escrow Amount and the Expense Reserve; and (B) in favor of Directors the appointment and indemnification of Parent that the shareholders Shareholder Representative, under and as defined in this Agreement. If applicable, the Company shall consult with Holdings regarding the date of Parent approve such mattersthe Shareholders’ Meeting and shall not postpone or adjourn (other than for absence of a quorum or in connection with the termination of the Agreement in accordance with its terms) the Shareholders’ Meeting without the consent of Holdings (which shall not be unreasonably withheld, and conditioned or delayed). The Company shall use its commercially reasonable best efforts to obtain such approval. In connection with the Parent Shareholders' Meeting, subject consent or approval by vote of its Shareholders sufficient to applicable law, (i) Parent shall, as soon as practicable after the date of approve this Agreement and in accordance with to enable the listing rules of the LSE, prepare and submit Closing to the LSE for approval the Circular and Listing Particulars, and shall use its commercially reasonable efforts to have such documents formally approved by the LSE and shall thereafter publish the Circular and the Listing Particulars and dispatch the Circular and Listing Particulars to its shareholders in compliance with all legal requirements applicable to the Parent Shareholders' Meeting and the listing rules of the LSE and (ii) if necessary thereafter, promptly publish or circulate amended, supplemental or supplemented materials and, if required in connection therewith, resolicit votesoccur as scheduled. Parent The Company shall give the Company and its counsel the opportunity Shareholders sufficient notice such that no Shareholder will be able to review the Circular and the Listing Particulars before the same are published. The Company agrees exercise dissenters’ rights if such Shareholder has not perfected such dissenters’ rights prior to cooperate with Parent in the preparation Closing, pursuant to Articles 5.11 through 5.13 of the Circular and the Listing Particulars including providing such information with respect to the Company and its Subsidiaries as may be required to be disclosed thereinTBCA.

Approval of Shareholders. (a) Parent shall, through The Company shall take all actions ------------------------ necessary in accordance with the CGCL and its Board Articles of Directors , Incorporation and bylaws to duly call, give notice of, convene and hold an extraordinary general a meeting of or solicit written consents from its shareholders (including, if necessary, a separate meeting of holders of the "Parent Shareholders' Meeting"), Series A Preferred Stock) as promptly as practicable to obtain their vote or written consent for the purpose adoption and approval of voting to approve the Merger in accordance with this Agreement and any resolutions necessary or appropriate to enable Parent to implement the same transactions contemplated hereby (the "Parent Shareholders' ApprovalShareholder Proceedings"). Unless The shareholder vote or the Board written consents required for the adoption and approval of Directors the transactions contemplated by this Agreement shall be the vote required by the CGCL and the Company's Articles of ParentIncorporation and bylaws. The Company will, based upon through the advice Company Board, recommend to its shareholders approval of their outside counsel, determines in good faith that making such recommendation, or failing to amend, modify or withdraw any previously made recommendation, would result in a breach their fiduciary duties to shareholders under applicable law, matters. The Company and Parent shall promptly prepare the Information Statement for the solicitation of a vote or the written consents of the holders of Shares approving the Merger, which shall include in the Circular the recommendation of the Company Board of Directors of Parent that the shareholders of the Company vote in favor of the approval and adoption of this Agreement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Information Statement, the Company or Parent, as the case may be, will promptly inform the other of such occurrence and cooperate in preparing and mailing to shareholders of the Company, such amendment or supplement. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone (i) the Shareholder Proceedings to the extent necessary to ensure that any necessary supplement or amendment to the Information Statement is provided to the Company's shareholders in advance of a vote or the acceptance of written consents on the Merger and this Agreement or (ii) the time for which the Shareholder Proceedings is originally scheduled (as set forth in the Information Statement), if there are insufficient Shares represented, either in person or by proxy, to constitute a quorum necessary to conduct the business of the Shareholder Proceedings. Parent approve such matters, and shall use its commercially all reasonable efforts to obtain such approval. In all necessary state securities law or "blue sky" permits and approvals required in connection with the Parent Shareholders' Meeting, subject to applicable law, (i) Parent shall, as soon as practicable after Merger and the date consummation of the other transactions contemplated by this Agreement and in accordance with the listing rules of the LSEwill pay all expenses incident thereto, prepare and submit to the LSE for approval the Circular and Listing Particulars, and shall use its commercially reasonable efforts to have such documents formally approved by the LSE and shall thereafter publish the Circular and the Listing Particulars and dispatch the Circular and Listing Particulars to its shareholders in compliance with all legal requirements applicable to the Parent Shareholders' Meeting and the listing rules of the LSE and (ii) if necessary thereafter, promptly publish or circulate amended, supplemental or supplemented materials and, if required in connection therewith, resolicit votes. Parent shall give provided that the Company and its counsel the opportunity to review the Circular and the Listing Particulars before the same are published. The Company agrees to shall cooperate with Parent in obtaining such permits and approvals as reasonably requested, at the preparation expense of the Circular and the Listing Particulars including providing such information with respect to the Company and its Subsidiaries as may be required to be disclosed thereinParent.

Approval of Shareholders. (a) Parent shall, through its Board of Directors , The Company shall duly call, give notice of, convene and hold an extraordinary general meeting seek to obtain the written consent of its shareholders Shareholders as soon as practicable hereafter (but not more than five (5) Business Days after the "Parent receipt of information and documents from Acquiror needed to be transmitted to Shareholders' Meeting"), ) for the purpose of voting to approve approving this Agreement and the Merger under applicable provisions of Oregon Law. The Company shall provide Acquiror with a copy of the applicable statement and other disclosure materials, if any (“Proxy Statement”) provided to the Shareholders in connection with the solicitation of such consent. The Board of Directors and management of the Company shall recommend to the Shareholders approval of this Agreement, including the Merger, and the transactions contemplated hereby, together with any matters incident thereto, shall not, absent a material breach of this Agreement by Acquiror or Acquiror Sub, a Superior Competing Transaction (unless not recommending a Superior Competing Transaction would not result in the breach of the Board’s fiduciary duties) or the termination hereof in accordance with this Agreement its terms, (x) withdraw, modify or qualify in any manner adverse to the Acquiror such recommendation or (y) take any other action or make any other public statement inconsistent with such recommendation (collectively, a “Change in Recommendation”), in each case except and any resolutions necessary or appropriate to enable Parent to implement the same (the "Parent Shareholders' Approval"). Unless extent that the Board of Directors of Parent, based upon the advice of their outside counsel, Company determines in good faith that making such recommendationfaith, or failing to amend, modify or withdraw any previously made recommendation, would result in light of a breach their fiduciary duties to shareholders under applicable law, Parent shall include in the Circular the recommendation of the Board of Directors of Parent that the shareholders of Parent approve such matters, and shall use its commercially reasonable efforts to obtain such approval. In connection with the Parent Shareholders' Meeting, subject to applicable law, (i) Parent shall, as soon as practicable Superior Competing Transaction occurring after the date of this Agreement and prior to the action on the Merger, and after consultation with outside legal counsel, that failure to effect a Change in Recommendation would result in a breach of its fiduciary duties under applicable Oregon law; provided, however, that notwithstanding anything to the contrary in the foregoing, the Company shall solicit the consent of its Shareholders in accordance with the listing rules first sentence of this Section 5.9 even if there shall have been a Change in Recommendation. Prior to making a Change in Recommendation, the LSECompany shall have (i) advised the Acquiror that it has received a Superior Competing Transaction, prepare and submit to the LSE for approval the Circular and Listing Particulars, and shall use its commercially reasonable efforts to have such documents formally approved by the LSE and shall thereafter publish the Circular and the Listing Particulars and dispatch the Circular and Listing Particulars to its shareholders in compliance with all legal requirements applicable to the Parent Shareholders' Meeting and the listing rules of the LSE and (ii) if necessary thereafter, promptly publish or circulate amended, supplemental or supplemented materials and, if required provided a copy of such Superior Competing Transaction and specified the terms and conditions thereof and the parties involved and (iii) negotiated in connection therewith, resolicit votes. Parent shall give good faith over a period of not less than three (3) days with the Acquiror to make such adjustments in the terms and conditions of this Agreement that would enable the Company to not effect a Change in Recommendation if and its counsel the opportunity to review the Circular and the Listing Particulars before the same are published. The Company agrees to cooperate with Parent in the preparation of the Circular and the Listing Particulars including providing such information with respect to the Company and its Subsidiaries as may extent that the Acquiror elects to make such adjustments; provided, however, that the Acquiror shall not be required to be disclosed thereinpropose or agree to any such adjustment.

Approval of Shareholders. (a) Parent shall, through its Board of Directors Directors, duly call, give notice of, convene and hold an extraordinary a general meeting of its shareholders (the "Parent Shareholders' Meeting"), for the purpose of voting on the Merger and the creation of and the authorization of the Board of Directors to approve allot, the Parent Ordinary Shares in the Merger and under the Company Stock Plans after the Merger in accordance with this Agreement and any resolutions necessary or appropriate to enable Parent to implement the same (the "Parent Shareholders' Approval"). Unless the Board of Directors of Parent, based upon the advice of their outside counsel, determines in good faith that making such recommendation, or failing to amend, modify or withdraw any previously made recommendation, would could reasonably be expected to result in a breach their of its fiduciary duties to shareholders under applicable imposed by law, Parent shall shall, through its Board of Directors, include in the Circular the recommendation of the Board of Directors of Parent that the shareholders of Parent approve such matters, and shall use its commercially reasonable best efforts to obtain such approval. In connection with the Parent Shareholders' Meeting, subject to applicable law, (i) Parent shall, as soon as practicable after the date of this Agreement and in accordance with the listing rules of the LSE, prepare and submit to the LSE for approval the Circular and the Listing Particulars, and shall use its commercially all reasonable efforts to have such documents formally approved by the LSE and shall thereafter publish the Circular and the Listing Particulars and dispatch the Circular and Listing Particulars to its shareholders in compliance with all legal requirements applicable to the Parent Shareholders' Stockholders Meeting and the listing rules of the LSE and (ii) if necessary thereafternecessary, after the Circular has been so dispatched, promptly publish or circulate amended, supplemental or supplemented materials and, if required in connection therewith, resolicit votes. In the event that the Parent shall give Shareholders' Approval is not obtained without the Company and its counsel vote having been taken on the opportunity to review date on which the Circular and Parent Shareholders' Meeting is initially convened, the Listing Particulars before the same are published. The Company Board of Directors of Parent agrees to cooperate with use its reasonable best efforts to adjourn such Parent in Shareholders' Meeting for the preparation purpose of obtaining the Circular Parent Shareholders' Approval and to use commercially reasonable efforts during any such adjournments to obtain the Listing Particulars including providing such information with respect to the Company and its Subsidiaries as may be required to be disclosed thereinParent Shareholders' Approval.

Approval of Shareholders. (a) The Company shall prepare the Proxy Statement and shall permit Parent shallto review and comment on the Proxy Statement prior to its mailing to the Company’s shareholders, through its Board such mailing to occur as soon as practicable after the date of Directors , duly this Agreement. The Company will take all steps necessary under applicable laws to call, give notice of, convene and hold an extraordinary general a meeting of its shareholders (to be held as reasonably practicable after the "Parent Shareholders' Meeting"), S-4 is declared effective for the purpose of voting to approve obtaining the Merger in accordance with required shareholder approval of this Agreement and any resolutions the transactions contemplated hereby, including the Amendment, and for such other purposes consistent with the complete performance of this Agreement as may be necessary or appropriate to enable Parent to implement the same desirable (the "Parent Shareholders' Approval"“Company Shareholders Meeting”). Unless the The Board of Directors of the Company will recommend to its shareholders the approval of this Agreement and the transactions contemplated hereby, including the Amendment, and the Company will use its reasonable best efforts to obtain the necessary approvals by its shareholders of this Agreement and the transactions contemplated hereby, including the Amendment; provided, however, that the Board of the Company shall be entitled to change its recommendation to the shareholders of the Company (an “Adverse Recommendation Change”) after the third (3rd) Business Day following Parent’s receipt of a notice (the “Notice of Superior Proposal”) from the Company advising Parent that the Company Board of Directors has decided that a bona fide unsolicited written Acquisition Proposal (as defined below) that it received (that did not result from a breach of Section 5.7) constitutes a Superior Proposal (as defined in Section 5.7) (it being understood that the Company shall be required to deliver a new Notice of Superior Proposal in respect of any revised Superior Proposal from such third party or its Affiliates that the Company proposes to accept and the subsequent notice period shall be two (2) Business Days) if, based upon but only if, (i) the Company Board of Directors has reasonably determined in good faith, after consultation with and having considered the advice of their outside counsellegal counsel and a financial advisor, determines in good faith that making the failure to take such recommendation, or failing to amend, modify or withdraw any previously made recommendation, actions would result in a breach their be inconsistent with its fiduciary duties to shareholders the Company’s stockholders under applicable law, (ii) at the end of such three (3) Business Day period or the two (2) Business Day period (as the case may be), after taking into account any such adjusted, modified or amended terms as may have been committed to in writing by Parent since its receipt of such Notice of Superior Proposal (provided, however, that Parent shall include not have any obligation to propose any adjustments, modifications or amendments to the terms and conditions of this Agreement), the Company Board has again in good faith made the Circular the recommendation of the Board of Directors of Parent that the shareholders of Parent approve such matters, and shall use its commercially reasonable efforts to obtain such approval. In connection with the Parent Shareholders' Meeting, subject to applicable law, determination in clause (i) Parent shall, as soon as practicable after the date of this Agreement and in accordance with the listing rules of the LSE, prepare and submit to the LSE for approval the Circular and Listing ParticularsSection 5.6, and shall use its commercially reasonable efforts to have (B) that such documents formally approved by the LSE and shall thereafter publish the Circular and the Listing Particulars and dispatch the Circular and Listing Particulars to its shareholders in compliance with all legal requirements applicable to the Parent Shareholders' Meeting and the listing rules of the LSE Acquisition Proposal constitutes a Superior Proposal (as defined below) and (iiiii) if necessary thereafter, promptly publish or circulate amended, supplemental or supplemented materials and, if required in connection therewith, resolicit votes. Parent shall give the Company and its counsel the opportunity to review the Circular and the Listing Particulars before the same are published. The Company agrees to cooperate has fully complied with Parent in the preparation of the Circular and the Listing Particulars including providing such information with respect to the Company and its Subsidiaries as may be required to be disclosed thereinSection 5.7 hereof.