Common use of Company Shareholder Meeting Clause in Contracts

Company Shareholder Meeting. If required by -------------------- applicable law, the Company, acting through its Board of Directors, shall, in accordance with applicable law, duly call, convene and hold a special meeting of the holders of the Company Common Stock (the "Company Shareholder Meeting") as --------------------------- soon as reasonably practicable after the acceptance for payment of shares of Company Common Stock pursuant to the Offer for the purpose of voting upon this Agreement and the Merger and the Company agrees that this Agreement shall be submitted at such meeting. The Company shall take all action necessary to secure the vote of shareholders required by applicable law and the Company's Article of Incorporation or By-Laws to obtain the approval for this Agreement. Unless the Board of Directors of the Company otherwise determines (based upon a majority vote of the Board of Directors in its good faith judgment that such other action is necessary to comply with its fiduciary duty to shareholders under applicable law after receiving advice from outside legal counsel) prior to the approval by the shareholders of the Company, (i) the Company's Board of Directors shall recommend approval by its shareholders of this Agreement (the "Company ------- Recommendation"), (ii) neither the Company's Board of Directors nor any -------------- committee thereof shall amend, modify, withdraw, condition or qualify the Company Recommendation in a manner adverse to Parent or take any action or make any statement inconsistent with the Company Recommendation and (iii) the Company shall take all lawful action to secure the Company Shareholder Approval.

Company Shareholder Meeting. If required by -------------------- applicable law, the Company, acting through its Board of Directors, shall, in accordance with applicable law, duly call, convene and hold a special meeting of the holders of the Company Common Stock (the "Company Shareholder MeetingCOMPANY SHAREHOLDER MEETING") as --------------------------- soon as reasonably practicable after the acceptance for payment of shares of Company Common Stock pursuant to the Offer for the purpose of voting upon this Agreement and the Merger and the Company agrees that this Agreement and the Merger shall be submitted at such meeting. The Company shall take all action necessary to solicit from its shareholders proxies, and shall take all other action necessary and advisable, to secure the vote of shareholders required by applicable law and the Company's Article Certificate of Incorporation or By-Laws to obtain the approval for this AgreementAgreement and the Merger. Unless the Board of Directors of the Company otherwise determines (based upon on a majority vote of the Board of Directors in its good faith judgment that such other action is necessary to comply with its fiduciary duty to shareholders under applicable law after receiving the advice from of outside legal counsel) prior to the approval by the shareholders of the CompanyCompany Shareholder Approval, (i) the Company's Board of Directors shall recommend approval and adoption by its shareholders of this Agreement (the "Company ------- RecommendationCOMPANY RECOMMENDATION"), (ii) neither the Company's Board of Directors nor any -------------- committee thereof shall amend, modify, withdraw, condition or qualify the Company Recommendation in a manner adverse to Parent or take any action or make any statement inconsistent with the Company Recommendation and (iii) the Company shall take all lawful action to secure solicit the Company Shareholder Approval.

Company Shareholder Meeting. If required by -------------------- applicable law(a) Subject to the terms set forth in this Agreement, the Company, acting through its Board of Directors, shall, in accordance with applicable law, duly call, convene and hold a special meeting of the holders of the Company Common Stock (the "Company Shareholder Meeting") as --------------------------- soon as reasonably practicable after the acceptance for payment of shares of Company Common Stock pursuant to the Offer for the purpose of voting upon this Agreement and the Merger and the Company agrees that this Agreement shall be submitted at such meeting. The Company shall take all action necessary to duly call, give notice of, convene and hold the Company Shareholders Meeting as soon as reasonably practicable after the date of this Agreement, and in connection therewith, the Company shall mail the Company Proxy Statement to the holders of the Shares in advance of such meeting. Except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change as permitted by Section 5.9(b) hereof, the Company Proxy Statement shall include the Company Board Recommendation. Subject to Section 5.9 hereof, the Company shall use reasonable best efforts to (i) solicit from the holders of the Shares proxies in favor of the approval and authorization of this Agreement and the Cayman Plan of Merger and (ii) take all other actions necessary or advisable to secure the vote or Consent of shareholders the holders of Shares required by applicable law and the Company's Article of Incorporation or By-Laws Law to obtain the such approval for this Agreementand authorization. Unless the Board of Directors of The Company shall keep Diodes and Merger Sub updated with respect to proxy solicitation results as requested by Diodes or Merger Sub. Once the Company otherwise determines Shareholders Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Shareholders Meeting without the Consent of Diodes (based upon other than (i) in order to obtain a majority vote quorum of its shareholders, or (ii) as reasonably determined by the Board of Directors in its good faith judgment that such other action is necessary Company to comply with applicable Law). At the Company Shareholders Meeting, Diodes and its fiduciary duty to shareholders under applicable law after receiving advice from outside legal counsel) prior to the Affiliates shall vote all Shares owned by them in favor of approval by the shareholders of the Company, (i) the Company's Board of Directors shall recommend approval by its shareholders and authorization of this Agreement (and the "Company ------- Recommendation")Cayman Plan of Merger. Notwithstanding anything contained herein to the contrary, (ii) neither the Company's Board of Directors nor any -------------- committee thereof shall amend, modify, withdraw, condition or qualify the Company Recommendation in a manner adverse to Parent or take any action or make any statement inconsistent with the Company Recommendation and (iii) the Company shall take all lawful action not be required to secure hold the Company Shareholder ApprovalShareholders Meeting if this Agreement is terminated before it is held.

Company Shareholder Meeting. If required by applicable -------------------- applicable --------------------------- law, the Company, acting through its Board of Directors, shall, in accordance with applicable law, duly call, convene and hold a special meeting of the holders of the Company Common Stock (the "Company Shareholder Meeting") as soon --------------------------- soon as reasonably practicable after the acceptance for payment of shares of Company Common Stock pursuant to the Offer for the purpose of voting upon this Agreement and the Merger and the Company agrees that this Agreement shall be submitted at such meeting. The Company shall take all action necessary to secure the vote of shareholders required by applicable law and the Company's Article of Incorporation or By-Laws to obtain the approval for this Agreement. Unless the Board of Directors of the Company otherwise determines (based upon a majority vote of the Board of Directors in its good faith judgment that such other action is necessary to comply with its fiduciary duty to shareholders under applicable law after receiving advice from outside legal counsel) prior to the approval by the shareholders of the Company, (i) the Company's Board of Directors shall recommend approval by its shareholders of this Agreement (the "Company ------- Recommendation"), (ii) neither the Company's Board of Directors nor any -------------- committee thereof shall amend, modify, withdraw, condition or qualify the Company Recommendation in a manner adverse to Parent or take any action or make any statement inconsistent with the Company Recommendation and (iii) the Company shall take all lawful action to secure the Company Shareholder Approval.