Common use of Company Action Clause in Contracts

Company Action. (a) The Company hereby approves and consents to the Offer and the other Signing Transactions. The Company shall promptly (and in any event within five (5) Business Days prior to the Offer Commencement Date) furnish Parent and Buyer with (i) a list of its shareholders and mailing labels containing the names and addresses of its record holders of Shares, (ii) any available listing and computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories and (iii) copies of all lists of shareholders, security position listings and computer files in the Company’s possession or control regarding the beneficial owners of Shares, in each case, true and correct as of the most recent practicable date, and shall provide to Parent and Buyer such additional information (including updated lists of shareholders, mailing labels and lists of securities positions) and such other assistance as Parent or Buyer may reasonably request in connection with the Offer. In the event that the Company is prohibited from providing any such information, (A) it shall request permission from the applicable shareholders to provide such information to Parent and Buyer and (B) if the information requested is not received at least five (5) Business Days prior to the Offer Commencement Date, the Company shall deliver to such shareholders all information that would otherwise be required to be provided by Parent or Buyer to such shareholders of the Company in connection with the Offer, and, notwithstanding this Article 2, neither Parent nor Buyer shall have any obligation to deliver such information to such shareholders under this Agreement. Except as required by applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, (i) Parent and its Affiliates and Representatives shall hold in confidence the information contained in such labels, listings and files, shall use such information only in connection with the Transactions, and (ii) if this Agreement is terminated, Parent and Buyer shall deliver to the Company and shall use their reasonable best efforts to cause their Affiliates and Representatives to deliver to the Company all copies and any extracts or summaries from such information then in their possession.

Company Action. (a) The Company hereby approves and consents to the Offer and the other Signing Transactions. The Company shall promptly (and in any event within five (5) Business Days prior to the Offer Commencement Date) furnish Parent and Buyer with (i) a list of its shareholders and mailing labels containing the names and addresses of its record holders of Shares, (ii) any available listing and computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories and (iii) copies of all lists of shareholders, security position listings and computer files in the Company’s possession or control regarding the beneficial owners of Shares, in each case, true and correct as of the most recent practicable date, and shall provide to Parent and Buyer such additional information (including updated lists of shareholders, mailing labels and lists of securities positions) and such other assistance as Parent or Buyer may reasonably request in connection with the Offer. In the event that the Company is prohibited from providing any such information, (A) it shall request permission from the applicable shareholders to provide such information to Parent and Buyer and (B) if the information requested is not received at least five (5) Business Days prior to the Offer Commencement Date, the Company shall deliver to such shareholders all information that would otherwise be required to be provided by Parent or Buyer to such shareholders of the Company in connection with the Offer, and, notwithstanding this Article 2, neither Parent nor Buyer shall have any obligation to deliver such information to such shareholders under this Agreement. Except as required by applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, (i) Parent and its Affiliates and their respective Representatives shall hold in confidence the information contained in such labels, listings and files, shall use such information only in connection with the Transactions, and (ii) if this Agreement is terminated, Parent and Buyer shall deliver to the Company and shall use their reasonable best efforts to cause their Affiliates and such Representatives to deliver to the Company all copies and any extracts or summaries from such information then in their possession.

Company Action. (a) The Company hereby approves and consents to the Offer and the other Signing Transactions. The Company shall promptly (and in any event within five (5) Business Days prior to the Offer Commencement Date) furnish Parent and Buyer with (i) a list of its shareholders and mailing labels containing the names and addresses of its record holders of Shares, (ii) any available listing and computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories and (iii) copies of all lists of shareholders, security position listings and computer files in the Company’s possession or control regarding the beneficial owners of Shares, in each case, true and correct as of the most recent practicable date, and shall provide to Parent and Buyer such additional information (including updated lists of shareholders, mailing labels and lists of securities positions) and such other assistance as Parent or Buyer may reasonably request in connection with the Offer. In the event that the Company is prohibited from providing any such information, (A) it shall request permission from the applicable shareholders to provide such information to Parent and Buyer and or (B) if the information requested is not received at least five (5) Business Days prior to the Offer Commencement Date, the Company shall deliver to such shareholders all information that would otherwise be required to be provided by Parent or Buyer to such shareholders of the Company in connection with the Offer, and, notwithstanding this Article 2, neither Parent nor Buyer shall not have any obligation to deliver such information to such shareholders under this Agreement. Except as required by applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, (i) Parent Buyer and its Affiliates and Representatives shall hold in confidence the information contained in such labels, listings and files, shall use such information only in connection with the Transactions, and (ii) if this Agreement is terminated, Parent and Buyer shall deliver to the Company and shall use their its reasonable best efforts to cause their its Affiliates and Representatives to deliver to the Company all copies and any extracts or summaries from such information then in their possession.

Company Action. (a) The Company hereby approves and consents to the Offer and the other Signing Transactions. The Company shall promptly (and in any event within five (5) Business Days prior after the date of this Agreement) cause its transfer agent to the Offer Commencement Date) furnish Parent and Buyer with (i) a list of its shareholders and mailing labels containing the names and addresses of its record holders of Shares, (ii) any available listing listings and computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories and (iii) copies of all lists of shareholders, security position listings and computer files in the Company’s possession or control regarding the beneficial owners of Shares, in each case, true and correct as of the most recent practicable date, and shall provide to Parent and Buyer such additional information (including updated lists of shareholders, mailing labels and lists of securities positions) and such other assistance as Parent or Buyer may reasonably request in connection with the Offer. In the event that the Company is prohibited from providing any such information, (A) it shall request permission from the applicable shareholders to provide such information to Parent and Buyer and (B) if the information requested is not received at least five (5) Business Days prior to after the Offer Commencement Datedate of this Agreement, the Company shall deliver to such shareholders all information that would otherwise be required to be provided by Parent or Buyer to such shareholders of the Company in connection with the Offer, and, notwithstanding this Article 2II, neither Parent nor Buyer shall have any obligation under this Agreement to deliver such information to such shareholders under this Agreementshareholders. Except as required by applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, (i) Parent and its Affiliates and Representatives shall hold in confidence the information contained in such labels, listings and files, shall use such information only in connection with the Transactions, and (ii) if this Agreement is terminated, Parent and Buyer shall deliver to the Company and shall use their reasonable best efforts to cause their Affiliates and Representatives to deliver to the Company all copies and any extracts or summaries from such information then in their possession.

Company Action. (a) The Company hereby approves and consents to the Offer and the transactions contemplated by this Agreement (other Signing Transactionsthan approval of Independent Directors required by Section 2.07) and the Tender Agreements. The Company represents that it has been advised that all of the members of the Boards who own Shares intend to tender such shares pursuant to the Offer. The Company shall promptly (and in any event within five (5) three Business Days prior to the Offer Commencement Date) furnish Parent and Buyer with (i) a list of its shareholders and mailing labels containing the names and addresses of its record holders of Shares, (ii) any available listing and computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories depositories, and (iii) copies of all lists of shareholders, security position listings and listings, computer files in the Company’s possession or control regarding the beneficial owners of Shares, in each case, true and correct as of the most recent practicable date, and shall provide to Parent and Buyer such additional information (including updated lists of shareholders, mailing labels and lists of securities positions) and such other assistance as Parent or Buyer may reasonably request in connection with the Offer. Notwithstanding the foregoing, the Company shall not be required to provide such information to the extent the Company is prohibited from providing such information by the terms of its Articles of Association and/or by Applicable Law. In the event that the Company is so prohibited from providing any such information, (A) it shall (i) request permission from the applicable shareholders to provide such information to Parent and Buyer and and/or (Bii) if the information requested is not received at least five (5) three Business Days prior to the Offer Commencement Date, the Company shall deliver to such shareholders all information that would otherwise be required to be provided by Buyer and Parent or Buyer to such shareholders of the Company in connection with the Offer, and, notwithstanding this Article 2, neither Buyer and Parent nor Buyer shall not have any obligation to deliver such information to such shareholders under this Agreement. Except as required by applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, (i) Parent and its Affiliates and Representatives shall hold in confidence the information contained in such labels, listings and files, shall use such information only in connection with the Transactions, and (ii) if this Agreement is terminated, Parent and Buyer shall deliver to the Company and shall use their reasonable best efforts to cause their Affiliates and Representatives to deliver to the Company all copies and any extracts or summaries from such information then in their possession.

Company Action. (a) The Company hereby approves and consents to the Offer and and, subject to ‎Section 7.03(b), the other Signing Transactionsinclusion in the Offer Documents of the Company Board Recommendation, as it may be amended, modified or withdrawn in accordance with this Agreement. The Company shall promptly (and in any event within five (5) Business Days prior to the Offer Commencement Date) furnish Parent and Buyer with (i) a list of its shareholders and stockholders, mailing labels containing the names and addresses of its record holders of Shares, (ii) any available listing and or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories and (iii) copies of all lists of shareholders, security position listings and computer files other information in the Company’s possession or control regarding the beneficial owners holders of Shares, in each case, case true and correct as of the most recent practicable date (the date of the list used to determine the Persons to whom the Offer Documents and Schedule 14D-9 are first disseminated, the “Stockholder List Date”), and of all persons becoming record holders subsequent to such date, and shall provide to Parent and Buyer such additional information (including updated lists of shareholdersstockholders, mailing labels and lists of securities positions) and such other assistance as Parent or Buyer may reasonably request in connection with the Offer. In the event that the Company is prohibited from providing any such information, (A) it shall request permission from the applicable shareholders to provide such information to Parent and Buyer and (B) if the information requested is not received at least five (5) Business Days prior Subject to the Offer Commencement Date, the Company shall deliver to such shareholders all information that would otherwise be required to be provided by Parent or Buyer to such shareholders requirements of the Company in connection with the Offer, and, notwithstanding this Article 2, neither Parent nor Buyer shall have any obligation to deliver such information to such shareholders under this Agreement. Except as required by applicable Applicable Law, and except for such steps as are may be reasonably necessary or appropriate to disseminate the Offer Documents and any other documents reasonably necessary to consummate or appropriate in connection with the Offertransactions contemplated by this Agreement, (i) Parent and its Affiliates Merger Sub shall keep confidential and Representatives shall hold in confidence not disclose the information contained in any such lists, labels, listings and files, and shall use such information only in connection with the TransactionsOffer and the Merger and, and (ii) if this Agreement is terminatedshall be terminated in accordance with its terms, Parent and Buyer shall deliver to the Company and shall use their reasonable best efforts to cause their Affiliates and Representatives to deliver to the Company or destroy all copies and any extracts or summaries from of such information then in their possessionpossession or control, in each case in accordance with the Confidentiality Agreement.

Company Action. (a) The Company hereby approves and consents to the Offer and and, subject to Section 7.03(b), the other Signing Transactionsinclusion in the Offer Documents of the Company Board Recommendation, as it may be amended, modified or withdrawn in accordance with this Agreement. The Company shall promptly (and in any event within five (5) Business Days prior to the Offer Commencement Date) furnish Parent and Buyer with (i) a list of its shareholders stockholders and mailing labels containing the names and addresses of its record holders of Shares, (ii) any available listing and or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories and (iii) copies of all lists of shareholders, security position listings and computer files other information in the Company’s possession or control regarding the beneficial owners holders of Shares, in each case, case true and correct as of the most recent practicable date (the date of the list used to determine the Persons to whom the Offer Documents and Schedule 14D-9 are first disseminated, the “Stockholder List Date”), and of all persons becoming record holders subsequent to such date, and shall provide to Parent and Buyer such additional information (including updated lists of shareholders, mailing labels stockholders and lists of securities positions) and such other assistance as Parent or Buyer may reasonably request in connection with the Offer. In the event that the Company is prohibited from providing any such information, (A) it shall request permission from the applicable shareholders to provide such information to Parent and Buyer and (B) if the information requested is not received at least five (5) Business Days prior Subject to the Offer Commencement Date, the Company shall deliver to such shareholders all information that would otherwise be required to be provided by Parent or Buyer to such shareholders requirements of the Company in connection with the Offer, and, notwithstanding this Article 2, neither Parent nor Buyer shall have any obligation to deliver such information to such shareholders under this Agreement. Except as required by applicable Applicable Law, and except for such steps as are may be reasonably necessary or appropriate to disseminate the Offer Documents and any other documents reasonably necessary to consummate or appropriate in connection with the Offertransactions contemplated by this Agreement, (i) Parent and its Affiliates Merger Sub shall keep confidential and Representatives shall hold in confidence not disclose the information contained in any such lists, labels, listings and files, and shall use such information only in connection with the TransactionsOffer and the Merger and, and (ii) if this Agreement is terminatedshall be terminated in accordance with its terms, Parent and Buyer shall deliver return to the Company and shall use their reasonable best efforts to cause their Affiliates and Representatives to deliver to the Company or destroy all copies and any extracts or summaries from of such information then in their possessionpossession or control, in each case in accordance with the Confidentiality Agreement.

Company Action. (a) The Company hereby approves and consents to the Offer and represents that the other Signing Transactionsboard of directors of the Company (the “Board of Directors”), at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of Delaware Law and (iii) resolved, subject to Section 6.04 herein, to recommend acceptance of the Offer and approval and adoption of this Agreement by its stockholders (such recommendation, the “Company Board Recommendation”). The Company has been advised that all of its directors and executive officers who own Shares intend to tender their Shares pursuant to the Offer. The Company shall promptly (and in any event within five (5) Business Days prior cause to the Offer Commencement Date) furnish be furnished to Parent and Buyer with (i) a list of its shareholders and stockholders, mailing labels containing the names and addresses of its record holders of Shares, (ii) any available listing and computer file files containing the names and addresses of all record holders and non-objecting beneficial owners of Shares and lists of securities positions of Shares held in stock depositories and (iii) copies of all lists of shareholders, security position listings and computer files in the Company’s possession or control regarding the beneficial owners of Sharesdepositories, in each case, case true and correct as of the most recent practicable date, and shall provide to Parent and Buyer such additional information (including updated lists of shareholdersstockholders, mailing labels and lists of securities positions) and such other assistance as Parent or Buyer may reasonably request in connection with the Offer. In the event that the Company is prohibited from providing any such information, (A) it shall request permission from the applicable shareholders Subject to provide such information to Parent and Buyer and (B) if the information requested is not received at least five (5) Business Days prior to the Offer Commencement Date, the Company shall deliver to such shareholders all information that would otherwise be required to be provided by Parent or Buyer to such shareholders of the Company in connection with the Offer, and, notwithstanding this Article 2, neither Parent nor Buyer shall have any obligation to deliver such information to such shareholders under this Agreement. Except as required by applicable Applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the OfferMerger, (i) Parent Parent, Merger Subsidiary and its Affiliates their Affiliates, associates, agents and Representatives advisors, shall hold in confidence keep such information confidential and use the information contained in any such labels, listings and files, shall use such information files only in connection with the TransactionsOffer and the Merger and, and (ii) should the Offer terminate or if this Agreement is shall be terminated, Parent and Buyer shall shall, upon request, deliver to the Company or destroy (and shall use their reasonable best efforts to cause their Affiliates and Representatives to deliver to the Company confirm such destruction in writing) all copies and any extracts or summaries from of such information then in their possession.

Company Action. (a) The Company hereby approves and consents shall to the Offer extent available to the Company, or shall cause its transfer agent and the other Signing Transactions. The Company shall Depositary Agent, as applicable, to promptly (and in any event within five (5) Business Days prior to after the Offer Commencement Datedate of this Agreement) furnish Parent and Buyer with (i) a list of its shareholders and mailing labels containing the names and addresses of its direct registered record holders of SharesOffer Securities, (ii) any available listing listings and computer file files containing the names and addresses of all record holders of Shares Offer Securities and lists of securities positions of Shares Offer Securities held in stock depositories and (iii) copies of all lists of shareholders, security position listings and computer files in the Company’s possession or control regarding the beneficial owners of SharesOffer Securities, in each case, true and correct as of the most recent practicable date, and shall provide to Parent and Buyer such additional information (including updated lists of shareholders, mailing labels shareholders and lists of securities positionspositions (which shall not be more than ten (10) Business Days prior to the date the Offer Documents and the Schedule 14D-9 are first disseminated)) and such other assistance as Parent or Buyer may reasonably request in connection with the Offer. In the event that the Company is prohibited from providing any such information, (A) it shall request permission from the applicable shareholders to provide such information to Parent and Buyer and (B) if the information requested is not received at least five ten (510) Business Days prior to after the Offer Commencement Datedate of this Agreement, the Company shall deliver to such shareholders all information that would otherwise be required to TABLE OF CONTENTS be provided by Parent or Buyer to such shareholders of the Company in connection with the Offer, and, notwithstanding this Article 2ARTICLE II, neither Parent nor Buyer shall have any obligation under this Agreement to deliver such information to such shareholders under this Agreementshareholders. Except as required by applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, (i) Parent and its Affiliates and Representatives shall hold in confidence the information contained in such labels, listings and files, files and shall use such information only in connection with the TransactionsTransactions and the Compulsory Redemption, and (ii) if this Agreement is terminated, Parent and Buyer shall deliver to the Company and shall use their reasonable best efforts to cause their Affiliates and Representatives to deliver to the Company all copies and any extracts or summaries from such information then in their possession.

Company Action. (a) The Company hereby approves and consents to the Offer and the other Signing TransactionsTransactions (other than approval of Independent Directors required by Section 2.07) and the Tender Agreements. The Company shall promptly (and in any event within five three (53) Business Days prior to the Offer Commencement Date) furnish Parent and Buyer with (i) a list of its shareholders and mailing labels containing the names and addresses of its record holders of Shares, (ii) any available listing and computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories and (iii) copies of all lists of shareholders, security position listings and listings, computer files in the Company’s possession or control regarding the beneficial owners of Shares, in each case, true and correct as of the most recent practicable date, and shall provide to Parent and Buyer such additional information (including updated lists of shareholders, mailing labels and lists of securities positions) and such other assistance as Parent or Buyer may reasonably request in connection with the Offer. Notwithstanding the foregoing, the Company shall not be required to provide such information to the extent the Company is prohibited from providing such information by the terms of its Articles of Association and/or by Applicable Law. In the event that the Company is so prohibited from providing any such information, it shall (A) it shall request permission from the applicable shareholders to provide such information to Parent and Buyer and and/or (B) if the information requested is not received at least five three (53) Business Days prior to the Offer Commencement Date, the Company shall deliver to such shareholders all information that would otherwise be required to be provided by Buyer and Parent or Buyer to such shareholders of the Company in connection with the Offer, and, notwithstanding this Article 2, neither Buyer and Parent nor Buyer shall not have any obligation to deliver such information to such shareholders under this Agreement. Except as required by applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, (i) Parent and its Affiliates and Representatives shall hold in confidence the information contained in such labels, listings and files, shall use such information only in connection with the Transactions, and (ii) if this Agreement is terminated, Parent and Buyer shall deliver to the Company and shall use their reasonable best efforts to cause their Affiliates and Representatives to deliver to the Company all copies and any extracts or summaries from such information then in their possession.