Common use of Company Shareholder Approval Clause in Contracts

Company Shareholder Approval. (a) Following the execution of this Agreement, Company shall take, in accordance with applicable Law and the Articles of Incorporation and Bylaws of Company, all action necessary to convene a special meeting of its shareholders as promptly as practicable (and in any event within sixty (60) days following the time when the Registration Statement becomes effective, subject to extension with the consent of Buyer) to consider and vote upon the approval of this Agreement and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by Company’s shareholders in order to permit consummation of the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “Company Meeting”), and shall, subject to Section 5.10 and the last sentence of this Section 5.04(a), use its reasonable best efforts to solicit such approval by such shareholders. Subject to Section 5.10 and the last sentence of this Section 5.04(a), Company shall use its reasonable best efforts to obtain the Requisite Company Shareholder Approval to consummate the Merger and the other transactions contemplated hereby, and shall ensure that the Company Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Company in connection with the Company Meeting are solicited in compliance with the FBCA, the Articles of Incorporation and Bylaws of Company and all other applicable legal requirements. Except with the prior approval of Buyer, no other matters shall be submitted for the approval of Company shareholders at the Company Meeting. If the Company Board changes the Company Recommendation in accordance with Section 5.10, Company shall not be required to use its reasonable best efforts to solicit shareholders to approve this Agreement and the transactions contemplated hereby (including the Merger) or to use its reasonable best efforts to obtain the Requisite Company Shareholder Approval to consummate the Merger; provided, however, that for the avoidance of doubt, nothing in this sentence shall limit Company’s obligation to ensure that the Company Meeting is called, noticed, convened, held and ultimately conducted for purposes of considering and voting upon the approval of this Agreement and the transactions contemplated hereby (including the Merger).

Company Shareholder Approval. (a) Following the execution of this Agreement, Company shall take, in accordance with applicable Law and the Articles of Incorporation and Bylaws of Company, all action necessary to convene a special meeting of its shareholders as promptly as practicable (and in any event within sixty twenty (6020) days following the time when the Registration Statement final Proxy Statement-Prospectus becomes effectiveavailable, subject to extension with the consent of Buyer) to consider and vote upon the approval of this Agreement and the transactions contemplated hereby (including the Merger) and and, if mutually agreed, any other matters required to be approved by Company’s shareholders in order to permit consummation of the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “Company Meeting”), and shall, subject to Section 5.10 5.09 and the last sentence of this Section 5.04(a), use its reasonable best efforts to solicit such approval by such shareholders. Subject to Section 5.10 5.09 and the last sentence of this Section 5.04(a), Company shall use its reasonable best efforts to obtain the Requisite Company Shareholder Approval to consummate the Merger and the other transactions contemplated hereby, and shall ensure that the Company Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Company in connection with the Company Meeting are solicited in compliance with the FBCA, the Articles of Incorporation and Bylaws of Company and all other applicable legal requirements. Except with the prior approval of Buyer, no other matters shall be submitted for the approval of Company shareholders at the Company Meeting. If the Company Board changes the Company Recommendation in accordance with Section 5.105.09, Company shall not be required to use its reasonable best efforts to solicit shareholders to approve this Agreement and the transactions contemplated hereby (including the Merger) or to use its reasonable best efforts to obtain the Requisite Company Shareholder Approval to consummate the Merger; provided, however, that for notwithstanding anything to the avoidance of doubtcontrary herein, nothing unless this Agreement has been terminated in this sentence shall limit Company’s obligation to ensure that accordance with its terms, the Company Meeting is calledshall be convened and this Agreement shall be submitted to the shareholders of Company at the Company Meeting, noticed, convened, held and ultimately conducted for purposes the purpose of considering and voting upon on the approval of this Agreement and the transactions contemplated hereby (including the Merger), and nothing contained herein shall be deemed to relieve Company of such obligation.

Company Shareholder Approval. (a) Following Subject to Section 6.1(b), promptly following the execution date of this Agreement, the Company shall take, in accordance with applicable Law and the Articles of Incorporation and Bylaws of Company, all action necessary to convene will call a special meeting of its shareholders (the "Shareholders' Meeting") and cause to be mailed to its shareholders a proxy statement (the "Proxy Statement"), this Agreement and all other related documents (collectively, the "Proxy Materials") as promptly as practicable (and in any event within sixty (60) days following after the time when the Registration Statement becomes effectivedate hereof and, subject to extension with Section 6.1(b) and 6.3(c), use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the consent of Buyer) to consider and vote upon the approval adoption of this Agreement and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by Company’s shareholders in order to permit consummation of Agreement, the Merger and the transactions contemplated hereby (including any adjournment herein and take all other action reasonably necessary or postponement thereofadvisable to secure, at the Shareholders' Meeting, the “Company Meeting”), and shall, subject to Section 5.10 and the last sentence of this Section 5.04(a), use its reasonable best efforts to solicit such approval by such shareholders. Subject to Section 5.10 and the last sentence of this Section 5.04(a), Company shall use its reasonable best efforts to obtain the Requisite Company Shareholder Approval Approval. Purchaser and Merger Sub shall furnish to consummate the Merger and the other transactions contemplated hereby, and shall ensure that the Company Meeting is called, noticed, convened, held and conducted, and that all proxies solicited information concerning themselves as may be reasonably requested by the Company in connection with the preparation and distribution of the Proxy Statement. If, at any time prior to the Effective Time, any information relating to Purchaser or Merger Sub should be but is not set forth in an amendment or supplement to the Proxy Statement or any information provided by Purchaser or Merger Sub for inclusion in the Proxy Statement or any amendment or supplement thereto has become inaccurate, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Purchaser shall promptly notify the Company Meeting are solicited and provide the Company with necessary information, and an appropriate amendment or supplement describing such information shall be, to the extent required by Applicable Law, promptly disseminated to the Company's shareholders in compliance an amendment to the Proxy Statement. Notwithstanding anything contained herein to the contrary, the Company shall provide Purchaser with the FBCA, Proxy Materials no less than four (4) Business Days prior to mailing to the Articles of Incorporation Company's shareholders and Bylaws of Company and all other applicable legal requirements. Except with Purchaser shall have the prior approval of Buyer, no other matters shall be submitted for the approval of Company shareholders at right to provide comments to the Company Meeting. If which the Company Board changes shall, in good faith, consider including in the Company Recommendation in accordance with Section 5.10, Company shall not be required to use its reasonable best efforts to solicit shareholders to approve this Agreement and the transactions contemplated hereby (including the Merger) or to use its reasonable best efforts to obtain the Requisite Company Shareholder Approval to consummate the Merger; provided, however, that for the avoidance of doubt, nothing in this sentence shall limit Company’s obligation to ensure that the Company Meeting is called, noticed, convened, held and ultimately conducted for purposes of considering and voting upon the approval of this Agreement and the transactions contemplated hereby (including the Merger)Proxy Materials.

Company Shareholder Approval. (a) Following the execution of this AgreementThe Company shall, Company shall take, in accordance with applicable Law and the Articles of Incorporation and Bylaws of Company, all action necessary to convene a special meeting of its shareholders as promptly as practicable (and after the SEC Approval Date, give notice in any event within sixty (60) days following the time when the Registration Statement becomes effective, subject to extension accordance with the consent applicable provisions of Buyer) the Corporate Law and the Company’s Charter Documents to all of its shareholders calling for an extraordinary general meeting of such shareholders to consider and vote upon the approval of this Agreement and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by Company’s shareholders in order to permit consummation of the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “Company Meeting”), and shall, subject to Section 5.10 and the last sentence of this Section 5.04(a), use its reasonable best efforts to solicit such approval by such shareholders. Subject to Section 5.10 and the last sentence of this Section 5.04(a), Company shall use its reasonable best efforts to obtain the Requisite Company Shareholder Approval to consummate the Merger Mergers and the other transactions contemplated hereby, and shall ensure that hold such meeting as promptly as practicable after such notice is given (“Company Shareholder Meeting”). The Company shall timely send copies of the Company Meeting is called, noticed, convened, held Registration Statement and conducted, all other relevant information and that all proxies solicited by Company documentation to its stockholders in connection with the Company Shareholder Meeting. The Company and its board of directors shall cause the Company Shareholder Meeting are solicited to take place in accordance with the foregoing and in compliance with the FBCA, Corporate Law and the Articles of Incorporation Company’s Charter Documents and Bylaws of Company and all other applicable legal requirements. Except with the prior approval of Buyer, no other matters shall be submitted for the approval of Company shareholders at the Company Meeting. If the Company Board changes the Company Recommendation in accordance with Section 5.10, Company shall not be required to use its commercially reasonable best efforts to solicit shareholders secure the Company Shareholder Approval at the Company Shareholder Meeting. Notwithstanding the foregoing, at the election and option of the Company, the Company shall be permitted to approve obtain the Company Shareholder Approval, without a need for calling a Company Shareholder Meeting, by obtaining the written consent of holders of two thirds (2/3) of the issued and outstanding Company Ordinary Shares that is executed and delivered by such holders after the SEC Approval Date and after the Registration Statement is delivered to such holders; provided, that, in the event that the Company elects to obtain the Company Shareholder Approval pursuant to such written consent, consents with respect to this Agreement Agreement, the Mergers, and the other transactions contemplated hereby (including the Merger) or to use its reasonable best efforts to obtain the Requisite will be solicited from all holders of Company Shareholder Approval to consummate the Merger; provided, however, that for the avoidance of doubt, nothing in this sentence shall limit Company’s obligation to ensure that the Company Meeting is called, noticed, convened, held and ultimately conducted for purposes of considering and voting upon the approval of this Agreement and the transactions contemplated hereby (including the Merger)Ordinary Shares.

Company Shareholder Approval. (a) Following the execution of this Agreement, The Company shall agrees to take, in accordance with applicable Law and law, the Articles of Incorporation Agreement of the Company and the Bylaws of the Company, all action necessary to convene a special meeting of its shareholders as promptly as practicable (and in any event within sixty (60) days following the time when the Registration Statement becomes effective, subject to extension with the consent of Buyer) to consider and vote upon the approval of this Agreement and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by the Company’s shareholders in order to permit consummation of the Merger and the transactions contemplated hereby by this Agreement (including any adjournment or postponement thereofpostponement, the “Company Meeting”), and shall) and, subject to Section 5.10 and the last sentence of this Section 5.04(a)5.08, use its reasonable best efforts shall take all lawful action to solicit such approval by such shareholders. Subject The Company agrees to Section 5.10 and the last sentence of this Section 5.04(a), Company shall use its reasonable best efforts to obtain the Requisite Company Shareholder Approval to consummate the Merger and the other transactions contemplated hereby, and shall ensure that convene the Company Meeting is called, noticed, convened, held and conductedwithin thirty-five (35) days after the initial mailing of the Proxy Statement/Prospectus to shareholders of the Company pursuant to Section 5.08, and that all proxies solicited by Company in connection with any event shall convene the Company Meeting are solicited in compliance with the FBCA, the Articles of Incorporation and Bylaws of Company and all other applicable legal requirementswithin forty-five (45) days after such mailing. Except with the prior approval of Buyer, no other matters shall be submitted for the approval of the Company shareholders at the Company Meeting. If the The Company Board changes the Company Recommendation in accordance with Section 5.10, Company shall not be required at all times prior to use its reasonable best efforts to solicit shareholders to approve this Agreement and the transactions contemplated hereby (including the Merger) or to use its reasonable best efforts to obtain the Requisite Company Shareholder Approval to consummate the Merger; provided, however, that for the avoidance of doubt, nothing in this sentence shall limit Company’s obligation to ensure that during the Company Meeting is called, noticed, convened, held and ultimately conducted for purposes of considering and voting upon the approval recommend adoption of this Agreement by the shareholders of the Company and shall not withhold, withdraw, amend or modify such recommendation in any manner adverse to Buyer or take any other action or make any other public statement inconsistent with such recommendation, except as and to the transactions contemplated hereby extent expressly permitted by Section 5.11 (including a “Change in Recommendation”). Notwithstanding any Change in Recommendation, this Agreement shall be submitted to the Merger)shareholders of the Company for their approval at the Company Meeting and nothing contained herein shall be deemed to relieve the Company of such obligation.

Company Shareholder Approval. (a) Following the execution of this Agreement, Company shall take, in accordance with applicable Law and the Articles of Incorporation and Bylaws of Company, all action necessary to convene a special meeting of its shareholders as As promptly as reasonably practicable (and in any event within sixty two (602) days Business Days) following the time when date on which the Registration Statement becomes effective/ Proxy Statement is declared effective under the Securities Act (the “Company Shareholder Written Consent Deadline”), subject the Company shall obtain and deliver to extension with ARYA a true and correct copy of the consent of Buyer) to consider adoption and vote upon the approval of this Agreement and the transactions contemplated hereby by the Company Shareholders acting by written consent in lieu of a meeting (including in form and substance reasonably satisfactory to ARYA) (the Merger“Company Shareholder Written Consent”) that is duly executed and any other matters delivered by the Company Shareholders that hold (i) in the aggregate, the requisite number and type of Company Shares as are required for the approval and adoption of this Agreement, the Ancillary Documents to which the Company is or will be approved by Company’s shareholders in order to permit consummation of the Merger a party and the transactions contemplated hereby and thereby (including any adjournment or postponement thereofthe Mergers and the termination of the Company Shareholders Agreements), in each case, in accordance with the DGCL, the Company’s Governing Documents and the Company Shareholders Agreements and (ii) the Requisite Preferred Majority in favor of the approval and adoption of the Company Preferred Shares Conversion (clause (i) and (ii), collectively, the “Company Meeting”), and shall, subject to Section 5.10 and the last sentence of this Section 5.04(a), use its reasonable best efforts to solicit such approval by such shareholders. Subject to Section 5.10 and the last sentence of this Section 5.04(a), Company shall use its reasonable best efforts to obtain the Requisite Company Shareholder Approval to consummate Approval”). The Company, through the Merger and the other transactions contemplated hereby, and shall ensure that unanimous approval of the Company Meeting is calledBoard, noticedshall recommend to the holders of Company Shares the approval and adoption of this Agreement, convened, held and conducted, and that all proxies solicited by Company in connection with the Ancillary Documents to which the Company Meeting are solicited in compliance with the FBCA, the Articles of Incorporation and Bylaws of Company and all other applicable legal requirements. Except with the prior approval of Buyer, no other matters shall is or will be submitted for the approval of Company shareholders at the Company Meeting. If the Company Board changes the Company Recommendation in accordance with Section 5.10, Company shall not be required to use its reasonable best efforts to solicit shareholders to approve this Agreement a party and the transactions contemplated hereby and thereby (including the Merger) or to use its reasonable best efforts to obtain the Requisite Company Shareholder Approval to consummate the Merger; providedMergers, however, that for the avoidance of doubt, nothing in this sentence shall limit Company’s obligation to ensure that the Company Meeting is called, noticed, convened, held and ultimately conducted for purposes of considering and voting upon the approval of this Agreement Preferred Shares Conversion and the transactions contemplated hereby termination of the Company Shareholders Agreements) (including the Merger“Company Board Recommendation”).

Company Shareholder Approval. The Company shall take all lawful action to (ai) Following obtain the Shareholder Approval through the execution by each of its shareholders of a 36 44 Unanimous Written Consent of Shareholders approving this Agreement, Company shall take, in accordance with applicable Law Agreement and the Articles Plan of Incorporation and Bylaws of Company, all action necessary to convene Merger ("Company Shareholder Consent") or (ii) cause a special meeting of its shareholders as promptly as practicable (and in any event within sixty (60) days following the time when the Registration Statement becomes effective, subject to extension with the consent of Buyer"Company Shareholder Meeting") to consider and vote upon be duly called by the Company Board or the Company's shareholders for the purpose of voting on the approval and adoption of this Agreement and the transactions contemplated hereby (including Plan of Merger and solicit proxies from its shareholders to obtain the Merger) Shareholder Approval. Such actions shall include the preparation and delivery to shareholders of the Company of any other matters required disclosure materials that are necessary to be approved by Company’s delivered to such shareholders in order connection with obtaining the Shareholder Approval, the information in which materials will be accurate and complete in all material respects. Buyer shall be provided with the opportunity to permit consummation review and comment on such materials prior to their distribution. The Company shall take the actions described in clause (i) or clause (ii) of the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “Company Meeting”), and shall, subject to Section 5.10 and the last initial sentence of this Section 5.04(a), use its reasonable best efforts to solicit such approval by such shareholders. Subject to Section 5.10 5.6 and the last immediately preceding sentence as soon as practicable after the date of this Section 5.04(a), Company shall use its reasonable best efforts to obtain the Requisite Company Shareholder Approval to consummate the Merger and the other transactions contemplated hereby, and shall ensure that the Company Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Company in connection with the Company Meeting are solicited in compliance with the FBCA, the Articles of Incorporation and Bylaws of Company and all other applicable legal requirements. Except with the prior approval of Buyer, no other matters shall be submitted for the approval of Company shareholders at the Company Meeting. If the Company Board changes the Company Recommendation in accordance with Section 5.10, Company shall not be required to use its reasonable best efforts to solicit shareholders to approve this Agreement and the transactions contemplated hereby (including the Merger) or to use its reasonable best efforts to obtain the Requisite Company Shareholder Approval to consummate the MergerAgreement; provided, however, that for (a) no signature of any shareholder to the avoidance Unanimous Written Consent of doubt, nothing Shareholders described in this clause (i) of the immediately preceding sentence shall limit Company’s obligation to ensure that be obtained, and (b) the Company Shareholder Meeting shall not occur, as applicable, until the date that is calledfive (5) business days following the date on which Buyer has delivered the Buyer Disclosure Memorandum to the Company's shareholders. In connection with taking the actions described in clause (i) or clause (ii) of the first sentence of this Section 5.6, noticedthe Company shall take all actions (including, convenedbut not limited to, held the giving of proper notices of shareholder meetings, actions to be taken without shareholder meetings and ultimately conducted for purposes dissenting shareholder rights) necessary or required under the Act and the Company's Articles of considering Incorporation and voting upon the by-laws. The Company Board shall recommend approval and adoption of this Agreement and the transactions contemplated hereby (including Merger by the Merger)Company's shareholders and, except as expressly provided in Section 5.15, shall not withdraw, amend, or modify in a manner adverse to Buyer such recommendation.

Company Shareholder Approval. (a) Following the execution of this Agreement, The Company shall takeas promptly as practicable after the Registration Statement is declared effective under the Securities Act, (i) cause the Proxy Statement to be disseminated to MIC Shareholders in compliance with applicable Law, (ii) duly (1) give notice of and (2) convene and hold a meeting of its shareholders (the “Company Shareholders’ Meeting”) in accordance with the Company’s Governing Documents, for a date no later than thirty (30) Business Days following the date the Registration Statement is declared effective, and (iii) solicit proxies from the holders of MIC Common Stock to vote in favor of each of the Company Transaction Proposals. The Company shall, through its Board of Directors, recommend to its shareholders the (A) approval of the First Merger in accordance with applicable Law and exchange rules and regulations, (B) approval of the Articles Company Charter Amendment, (C) adoption and approval of Incorporation and Bylaws of Company, all action any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to convene a special meeting of its shareholders as promptly as practicable (and in any event within sixty (60) days following the time when the Registration Statement becomes effectiveor correspondence related thereto, subject (D) adoption and approval of any other proposals as reasonably agreed by Acquiror and the Company to extension be necessary or appropriate in connection with the consent of Buyer) to consider and vote upon the approval of this Agreement and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by Company’s shareholders in order to permit consummation of the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “Company Meeting”), and shall, subject to Section 5.10 and the last sentence of this Section 5.04(a), use its reasonable best efforts to solicit such approval by such shareholders. Subject to Section 5.10 and the last sentence of this Section 5.04(a), Company shall use its reasonable best efforts to obtain the Requisite Company Shareholder Approval to consummate the Merger and the other transactions contemplated hereby, and shall ensure that (E) postponement or adjournment of the Company Meeting is calledShareholders’ Meeting, noticedif necessary, convenedto permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (E), held and conductedtogether, the “Company Transaction Proposals”), and that all proxies solicited by Company include such recommendation in connection with the Company Meeting are solicited in compliance with Proxy Statement. The Board of Directors of the FBCA, the Articles of Incorporation and Bylaws of Company and all other applicable legal requirements. Except with the prior approval of Buyer, no other matters shall be submitted for the approval of Company shareholders at the Company Meeting. If the Company Board changes the Company Recommendation in accordance with Section 5.10, Company shall not withdraw, amend, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, its recommendation to the shareholders of the Company that they vote in favor of the Company Transaction Proposals (any such withdrawal, amendment, qualification or modification of its recommendation to the shareholders of the Company described in this Section 8.2(c) or public proposal to do the same, a “Company Modification in Recommendation”), except in the case of an Adverse Recommendation Change specifically permitted by Section 8.6(c). To the fullest extent permitted by applicable Law, (x) Company’s obligations to establish a record date for, duly call, give notice of, convene and hold the Company Shareholders’ Meeting shall not be required affected by any Company Modification in Recommendation, (y) the Company agrees to establish a record date for, duly call, give notice of, convene and hold the Company Shareholders’ Meeting and submit for approval the Company Transaction Proposals and (z) the Company agrees that if the Company Shareholder Approval shall not have been obtained at any such Company Shareholders’ Meeting, then the Company shall promptly continue to use its reasonable best efforts to solicit shareholders to approve this Agreement and the transactions contemplated hereby (take actions, including the Merger) or to use its reasonable best efforts actions required by this Section 8.2(c), and hold additional Company Shareholders’ Meetings in order to obtain the Requisite Company Shareholder Approval Approval. The Company may only postpone or adjourn (and, in the case of clauses (i) and (ii), shall adjourn) the Company Shareholders’ Meeting (i) to consummate the Merger; provided, however, that solicit additional proxies for the avoidance purpose of doubtobtaining the Company Shareholder Approval, nothing in this sentence shall limit Company’s obligation (ii) for the absence of a quorum and (iii) to ensure allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders’ Meeting; provided that the Company Shareholders’ Meeting (x) may not be adjourned to a date that is called, noticed, convened, more than fifteen (15) Business Days after the date for which the Company Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held and ultimately conducted for purposes of considering and voting upon later than five (5) Business Days prior to the approval of this Agreement and the transactions contemplated hereby (including the Merger)End Date.

Company Shareholder Approval. (a) Following Immediately after the execution of this Agreement, the Company shall take, in accordance with applicable Law and the Articles of Incorporation and Bylaws of Company, all action necessary to convene a special meeting of its shareholders as promptly as practicable (and in any event within sixty (60) days following the time when the Registration Statement becomes effective, subject to extension with the consent of Buyer) to consider and vote upon the approval of submit this Agreement and the transactions contemplated hereby to its shareholders for approval as provided by the VSCA and the Company’s Articles of Incorporation and Bylaws. The Company shall solicit immediately, but in any event within three (including 3) days of the signing of this Agreement, Written Consents (“Written Consents”) from all its shareholders and shall use its best efforts to obtain such Written Consent of all Company shareholders to approve the Merger) and any , this Agreement, the other matters required to be approved by Company’s shareholders in order to permit consummation of the Merger documents contemplated hereby and the transactions contemplated hereby (including any adjournment and thereby and to enable the Closing to occur as promptly as practicable. The parties acknowledge and agree that certain of the Company’s shareholders previously have executed Written Consents sufficient to achieve the Required Vote with respect to the foregoing matters as a condition to Buyer executing this Agreement, which Written Consents shall be delivered immediately following execution and delivery hereof and which shall not mitigate or postponement thereof, modify the “Company Meeting”), and shall, subject to Section 5.10 and the last sentence of this Section 5.04(a), use its reasonable best efforts to solicit such approval by such shareholders. Subject to Section 5.10 and the last sentence of this Section 5.04(a), Company shall use its reasonable best efforts Company’s obligations to obtain the Requisite Written Consent of all Company Shareholder Approval shareholders pursuant to consummate this Section 6.15. The materials submitted to the Company’s shareholders have included and shall include information regarding the Company, the terms of the Merger and this Agreement and the unanimous approval and recommendation of the Company’s board of directors in favor of the Merger, this Agreement, the other transactions documents contemplated hereby, and shall ensure that the Company Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Company in connection with the Company Meeting are solicited in compliance with the FBCA, the Articles of Incorporation and Bylaws of Company and all other applicable legal requirements. Except with the prior approval of Buyer, no other matters shall be submitted for the approval of Company shareholders at the Company Meeting. If the Company Board changes the Company Recommendation in accordance with Section 5.10, Company shall not be required to use its reasonable best efforts to solicit shareholders to approve this Agreement hereby and the transactions contemplated hereby (including and thereby. Prior to the Merger) distribution of such materials or any amendment or supplement thereto, Buyer and its counsel shall be provided copies of any materials not produced or provided by Buyer for such purpose and shall be provided a reasonable opportunity to use its reasonable best efforts to obtain the Requisite Company Shareholder Approval to consummate the Merger; provided, however, that for the avoidance of doubt, nothing in this sentence shall limit Company’s obligation to ensure that the Company Meeting is called, noticed, convened, held review and ultimately conducted for purposes of considering and voting upon the approval of this Agreement and the transactions contemplated hereby (including the Merger)comment thereon.

Company Shareholder Approval. (a) Following The Company, through its Board of Directors, shall unanimously recommend to the execution of Shareholders that the Shareholders approve and adopt this Agreement, Company shall take, in accordance with applicable Law and the Articles of Incorporation and Bylaws of Company, all action necessary to convene a special meeting of its shareholders as promptly as practicable (and in any event within sixty (60) days following the time when the Registration Statement becomes effective, subject to extension with the consent of Buyer) to consider and vote upon the approval of this Agreement and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by Company’s shareholders in order to permit consummation of the Merger and the transactions contemplated hereby and thereby (including any adjournment or postponement thereof, the “Company MeetingRecommendation”), and shall, subject to Section 5.10 and . Promptly after the last sentence execution of this Section 5.04(a), use its reasonable best efforts to solicit such approval by such shareholders. Subject to Section 5.10 Agreement and the last sentence of this Section 5.04(a), Company shall use its reasonable best efforts to obtain the Requisite Company Shareholder Approval to consummate the Merger and the other transactions contemplated hereby, and shall ensure that the Company Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Company in connection with the Company Meeting are solicited in compliance accordance with the FBCA, the Company shall submit along with this Agreement, a written consent that complies with the FBCA, the Company’s Articles of Incorporation and the Bylaws and which includes the Recommendation to all of Company the Principal Shareholders for approval as provided by the FBCA and all other applicable legal requirementsthe Company’s Articles of Incorporation and Bylaws. Except with the prior approval of Buyer, no other matters shall be submitted for the approval of Company shareholders at the Company Meeting. If the Company Board changes the Company Recommendation in accordance with Section 5.10, The Company shall not be required to use its reasonable best efforts to solicit shareholders and obtain immediately, but in any event within five (5) days of the date of this Agreement, written consents of the Principal Shareholders constituting the Requisite Vote to approve (i) the Merger and to enable the Closing to occur as promptly as practicable following receipt of the requisite consents from any Governmental Entity, (ii) this Agreement Agreement, the other documents contemplated hereby and (iii) the transactions contemplated hereby and thereby (“Written Consents”). Each Principal Shareholder agrees to approve the Merger and this Agreement and to execute the Written Consent presented to such Principal Shareholder immediately (and in any event within five (5) days of the date of this Agreement) and not to take any action, directly or indirectly (including without limitation the Mergerwithdrawal of any Written Consent) or contrary to use its reasonable best efforts to obtain the Requisite Company Shareholder Approval to consummate the Merger; provided, however, that for the avoidance of doubt, nothing in this sentence shall limit Companysuch Principal Shareholder’s obligation to ensure that approve the Merger and this Agreement. Promptly after the date of the Written Consents, the Company Meeting shall (i) deliver notice to each Shareholder that is callednot a Principal Shareholder and that did not execute a Written Consent (the “Nonconsenting Shareholders”) of the action by Written Consent of the Shareholders pursuant to and in accordance with the applicable provisions of the FBCA, noticedincluding Section 607.0704(3) of the FBCA, convened, held and ultimately conducted for purposes of considering and voting upon the approval of this Agreement and the transactions contemplated hereby Company's Articles of Incorporation and Bylaws, (including ii) deliver the Mergernotice required pursuant to Section 607.1302 of the FBCA informing the Nonconsenting Shareholders that appraisal rights are available for their shares pursuant to Section 607.1302 of the FBCA along with such other information as is required by Section 607.1302 of the FBCA, and (iii) without limiting the generality of clause (ii), deliver an information statement (the “Information Statement”) .

Company Shareholder Approval. (a) Following the execution of this Agreement, The Company shall take, in accordance with applicable Law and the Articles of Incorporation and Bylaws of Company, all action necessary to convene a special meeting of its shareholders as promptly as practicable (and in any event within sixty (60) days following the time when the Registration Statement becomes effective, subject to extension with the consent of Buyer) to consider and vote upon the approval of submit this Agreement and the transactions contemplated hereby (including to its Company Shareholders for approval and adoption as provided by Delaware Law, and the Merger) certificate of incorporation and any other matters required to be approved by Company’s shareholders in order to permit consummation bylaws of the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “Company Meeting”), and shall, subject to Section 5.10 and the last sentence of this Section 5.04(a), use its reasonable best efforts to solicit such approval by such shareholdersCompany. Subject to Section 5.10 and the last sentence of this Section 5.04(a), The Company shall use its reasonable best efforts (which shall not include a requirement it provide any special monetary consideration to any Company Shareholder not provided by this Agreement or the Ancillary Agreements) to obtain the Requisite consent of its Company Shareholder Approval Shareholders sufficient to consummate approve this Agreement, the Merger Ancillary Agreements, the Merger, and the other transactions contemplated hereby, Transactions and shall ensure that to enable the Closing to occur as promptly as practicable. The Solicitation Materials to be submitted to the Company Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Company Shareholders in connection with the Company Meeting are solicited in compliance with solicitation of their approval of the FBCAMerger and this Agreement shall be subject to review and approval by Sybase and shall include information regarding the Company, the Articles terms of Incorporation the Merger and Bylaws of Company and all other applicable legal requirements. Except with the prior approval of Buyer, no other matters shall be submitted for the approval of Company shareholders at the Company Meeting. If the Company Board changes the Company Recommendation in accordance with Section 5.10, Company shall not be required to use its reasonable best efforts to solicit shareholders to approve this Agreement and the transactions contemplated hereby (including unanimous recommendation of the Merger) or to use its reasonable best efforts to obtain the Requisite Company Shareholder Approval to consummate the Merger; provided, however, that for the avoidance Board of doubt, nothing in this sentence shall limit Company’s obligation to ensure that Directors of the Company Meeting is called, noticed, convened, held in favor of the Merger and ultimately conducted for purposes of considering and voting upon the approval of this Agreement by an affirmative by each director attending the Company's duly convened and conducted Board of Directors meeting or by a written consent of each director not attending such meeting. The Company shall promptly submit for approval by the Company Shareholders by the requisite vote any payments of cash or stock contemplated by this Agreement that may be deemed to constitute "parachute payments" pursuant to Section 280G of the Code, such that all such payments resulting from the transactions contemplated hereby (including shall not be deemed to be "parachute payments" pursuant to Section 280G of the Merger).Code or shall be exempt from such treatment under such Section 280G.

Company Shareholder Approval. (a) Following As promptly as practicable after the execution of this Agreement, Agreement the Company shall take, in accordance with applicable Law and the Articles of Incorporation and Bylaws of Company, all action necessary to convene a special meeting of its shareholders as promptly as practicable (and in any event within sixty (60) days following the time when the Registration Statement becomes effective, subject to extension with the consent of Buyer) to consider and vote upon the approval of submit this Agreement and the transactions contemplated hereby (including the Merger) to its shareholders for approval and any other matters required to be approved adoption as provided by Company’s shareholders in order to permit consummation California Law and its Articles of the Merger Incorporation and the transactions contemplated hereby (including any adjournment or postponement thereof, the “Bylaws. The Company Meeting”), and shall, subject to Section 5.10 and the last sentence of this Section 5.04(a), shall use its reasonable best efforts to solicit and obtain the written consent of its shareholders to approve the Merger and this Agreement and to enable the Closing to occur as promptly as practicable. In connection with such shareholder approval and as soon as practicable after the execution of this Agreement, the Company shall prepare, with the cooperation of Parent, an Information Statement for purposes of soliciting such written consent of the shareholders. The Information Statement shall also constitute a disclosure document for the offer and sale of the shares of Parent Common Stock to be received by the holders of the Company's Capital Stock in the Merger and shall comply in all material respects with the information requirements of Rule 502(b) promulgated under the Securities Act so that Parent may avail itself of the exemption provided by Rule 506 promulgated under the Securities Act if Parent so chooses. The Company shall use its best efforts, with the cooperation of Parent, to cause such shareholdersInformation Statement to be distributed to the Company's shareholders no later than November 25, 1997. Each of Parent and the Company shall use its best efforts to cause the Information Statement to comply in all material respects with Rule 502(b) and all other applicable federal and state securities laws requirements. Each of Parent and the Company agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Information Statement. Each of the parties hereto will promptly advise the other parties in writing if at any time prior to the Effective Time either the Company or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. Subject to Section 5.10 and 4.2, the last sentence Information Statement shall contain the unanimous recommendation of this Section 5.04(a), the Board of Directors of the Company shall use its reasonable best efforts to obtain that the Requisite Company Shareholder Approval to consummate shareholders approve the Merger and the other transactions contemplated hereby, and shall ensure that the Company Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Company in connection with the Company Meeting are solicited in compliance with the FBCA, the Articles of Incorporation and Bylaws of Company and all other applicable legal requirements. Except with the prior approval of Buyer, no other matters shall be submitted for the approval of Company shareholders at the Company Meeting. If the Company Board changes the Company Recommendation in accordance with Section 5.10, Company shall not be required to use its reasonable best efforts to solicit shareholders to approve this Agreement and the transactions contemplated hereby (including and the Merger) or to use its reasonable best efforts to obtain conclusion of the Requisite Company Shareholder Approval to consummate the Merger; provided, however, that for the avoidance Board of doubt, nothing in this sentence shall limit Company’s obligation to ensure Directors that the terms and conditions of the Merger are fair and reasonable to the shareholders of the Company. Anything to the contrary contained herein notwithstanding, the Company Meeting is calledshall not include in the Information Statement any information with respect to Parent or its affiliates or associates, noticed, convened, held the form and ultimately conducted for purposes content of considering and voting upon the approval of this Agreement and the transactions contemplated hereby (including the Merger)which information shall not have been reasonably approved by Parent prior to such inclusion.

Company Shareholder Approval. (a) Following the execution of this Agreement, The Company shall takeas promptly as practicable after the Registration Statement is declared effective under the Securities Act, (i) cause the Proxy Statement to be disseminated to MIC Shareholders in compliance with applicable Law, (ii) duly (1) give notice of and (2) convene and hold a meeting of its shareholders (the “Company Shareholders’ Meeting”) in accordance with the Company’s Governing Documents, for a date no later than thirty (30) Business Days following the date the Registration Statement is declared effective, and (iii) solicit proxies from the holders of MIC Common Stock to vote in favor of each of the Company Transaction Proposals. The Company shall, through its Board of Directors, recommend to its shareholders the (A) approval of the First Merger in accordance with applicable Law and exchange rules and regulations, (B) approval of the Articles Company Charter Amendment, (C) adoption and approval of Incorporation and Bylaws of Company, all action any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to convene a special meeting of its shareholders as promptly as practicable (and in any event within sixty (60) days following the time when the Registration Statement becomes effectiveor correspondence related thereto, subject (D) adoption and approval of any other proposals as reasonably agreed by Acquiror and the Company to extension be necessary or appropriate in connection with the consent of Buyer) to consider and vote upon the approval of this Agreement and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by Company’s shareholders in order to permit consummation of the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “Company Meeting”), and shall, subject to Section 5.10 and the last sentence of this Section 5.04(a), use its reasonable best efforts to solicit such approval by such shareholders. Subject to Section 5.10 and the last sentence of this Section 5.04(a), Company shall use its reasonable best efforts to obtain the Requisite Company Shareholder Approval to consummate the Merger and the other transactions contemplated hereby, and shall ensure that (E) postponement or adjournment of the Company Meeting is calledShareholders’ Meeting, noticedif necessary, convenedto permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (E), held and conductedtogether, the “Company Transaction Proposals”), and that all proxies solicited by Company include such recommendation in connection with the Company Meeting are solicited in compliance with Proxy Statement. The Board of Directors of the FBCA, the Articles of Incorporation and Bylaws of Company and all other applicable legal requirements. Except with the prior approval of Buyer, no other matters shall be submitted for the approval of Company shareholders at the Company Meeting. If the Company Board changes the Company Recommendation in accordance with Section 5.10, Company shall not withdraw, amend, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, its recommendation to the shareholders of the Company that they vote in favor of the Company Transaction Proposals (any such withdrawal, amendment, qualification or modification of its recommendation to the shareholders of the Company described in this Section 8.2(c) or public proposal to do the same, a “Company Modification in Recommendation”), except in the case of an Adverse Recommendation Change specifically permitted by ‎Section 8.6(c). To the fullest extent permitted by applicable Law, (x) Company’s obligations to establish a record date for, duly call, give notice of, convene and hold the Company Shareholders’ Meeting shall not be required affected by any Company Modification in Recommendation, (y) the Company agrees to establish a record date for, duly call, give notice of, convene and hold the Company Shareholders’ Meeting and submit for approval the Company Transaction Proposals and (z) the Company agrees that if the Company Shareholder Approval shall not have been obtained at any such Company Shareholders’ Meeting, then the Company shall promptly continue to use its reasonable best efforts to solicit shareholders to approve this Agreement and the transactions contemplated hereby (take actions, including the Merger) or to use its reasonable best efforts actions required by this ‎Section 8.2(c), and hold additional Company Shareholders’ Meetings in order to obtain the Requisite Company Shareholder Approval Approval. The Company may only postpone or adjourn (and, in the case of clauses (i) and (ii), shall adjourn) the Company Shareholders’ Meeting (i) to consummate the Merger; provided, however, that solicit additional proxies for the avoidance purpose of doubtobtaining the Company Shareholder Approval, nothing in this sentence shall limit Company’s obligation (ii) for the absence of a quorum and (iii) to ensure allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders’ Meeting; provided that the Company Shareholders’ Meeting (x) may not be adjourned to a date that is called, noticed, convened, more than fifteen (15) Business Days after the date for which the Company Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held and ultimately conducted for purposes of considering and voting upon later than five (5) Business Days prior to the approval of this Agreement and the transactions contemplated hereby (including the Merger)End Date.

Company Shareholder Approval. (a) Following As promptly as practicable after the execution of this Agreement, the Company shall take, in accordance with applicable Law and the Articles of Incorporation and Bylaws of Company, all action necessary to convene a special meeting of its shareholders as promptly as practicable (and in any event within sixty (60) days following the time when the Registration Statement becomes effective, subject to extension with the consent of Buyer) to consider and vote upon the approval of submit this Agreement and the transactions contemplated hereby (including to its shareholders for approval as provided by the CGCL, the DGCL and the Company Articles and Bylaws. The Company shall solicit promptly, but in any event within three days of the signing of this Agreement, Written Consents from all its shareholders and shall use its best efforts to obtain such Written Consent of all Company shareholders to approve the Merger) and any other matters required to be approved by Company’s shareholders in order to permit consummation of , this Agreement, the Merger Ancillary Agreements and the transactions contemplated hereby and thereby (including any adjournment the approval and filing of the Articles Amendment) and to enable the Closing to occur as promptly as practicable. The parties acknowledge and agree that certain of the Company’s shareholders previously have executed and delivered Written Consents sufficient to achieve the Required Vote with respect to the foregoing matters as a condition precedent to Parent and Merger Sub executing this Agreement, which occurrence shall not mitigate or postponement thereof, modify the “Company Meeting”), and shall, subject to Section 5.10 and the last sentence of this Section 5.04(a), use its reasonable best efforts to solicit such approval by such shareholders. Subject to Section 5.10 and the last sentence of this Section 5.04(a), Company shall use its reasonable best efforts Company’s obligations to obtain the Requisite Written Consent of all Company Shareholder Approval shareholders pursuant to consummate this Section 5.1. The materials submitted to the Company’s shareholders have included and shall include information regarding the Company, the terms of the Merger and this Agreement and the other transactions contemplated herebyunanimous recommendation of the Company’s Board of Directors in favor of the Merger, and shall ensure that the Company Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Company in connection with the Company Meeting are solicited in compliance with the FBCAthis Agreement, the Articles of Incorporation and Bylaws of Company and all other applicable legal requirements. Except with the prior approval of Buyer, no other matters shall be submitted for the approval of Company shareholders at the Company Meeting. If the Company Board changes the Company Recommendation in accordance with Section 5.10, Company shall not be required to use its reasonable best efforts to solicit shareholders to approve this Agreement Ancillary Agreements and the transactions contemplated hereby and thereby (including the Merger) approval and filing of the Articles Amendment), and such other information and documents regarding Parent, its capital stock and its business and affairs as are necessary or appropriate to use be provided to the shareholders in soliciting their consents and approvals. Prior to the distribution of such materials or any amendment or supplement thereto, Parent and its counsel shall be provided copies of any materials not produced or provided by Parent for such purpose and shall be provided a reasonable best efforts opportunity to obtain the Requisite Company Shareholder Approval to consummate the Merger; provided, however, that for the avoidance of doubt, nothing in this sentence shall limit Company’s obligation to ensure that the Company Meeting is called, noticed, convened, held review and ultimately conducted for purposes of considering and voting upon the approval of this Agreement and the transactions contemplated hereby (including the Merger)comment thereon.