Common use of Company Shareholders Meeting Clause in Contracts

Company Shareholders Meeting. (i) The Company will, as promptly as practicable in accordance with applicable Law and the Company Articles of Incorporation and Company Code of Regulations, establish a record date for, duly call and give notice of, and use its reasonable best efforts to convene a meeting of holders of Shares to consider and vote upon the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion of the Company Family Meeting. Subject to the provisions of Section 6.2, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on or before the date on which the Company Shareholders Meeting is scheduled, the Company reasonably believes that (i) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as the date of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Company prior to the Company Shareholders Meeting.

Company Shareholders Meeting. (ia) The Company willshall take all action necessary under all applicable Legal Requirements to call, as promptly as practicable in accordance with applicable Law and the Company Articles of Incorporation and Company Code of Regulations, establish a record date for, duly call and give notice of, convene and use its reasonable best efforts to convene hold a meeting of the holders of Shares Company Common Stock (the "Company Shareholders' Meeting") to consider consider, act upon and vote upon the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion and approval of the Merger. The Company Family Meeting. Subject Shareholders' Meeting will be held as promptly as practicable and in any event within forty-five (45) days after the S-4 Registration Statement is declared effective under the Securities Act; provided, however, that notwithstanding anything to the provisions of Section 6.2contrary contained in this Agreement, the Company’s board of directors shall include Company may adjourn or postpone the Company Recommendation Shareholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement/Prospectus is provided to the Company's shareholders in advance of a vote on the Merger and this Agreement or, if as of the time for which Company Shareholders' Meeting is originally scheduled (as set forth in the Joint Proxy Statement/ Prospectus and recommend at the Statement/Prospectus) there are insufficient shares of Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on Common Stock represented (either in person or before the date on which the Company Shareholders Meeting is scheduled, the Company reasonably believes that (iby proxy) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company's Shareholders' Meeting. The Company Shareholders Meeting, shall ensure that the Company may postpone Shareholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Company Shareholders' Meeting are solicited, in compliance with all applicable Legal Requirements. The Company's obligation to call, give notice of, convene and hold the Company Shareholders' Meeting in accordance with this Section 5.2(a) shall not be limited or adjournotherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal, or make one by any withdrawal, amendment or more successive postponements or adjournments of, modification of the Company Shareholders Meeting as long as recommendation of the date Board of Directors of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Company prior respect to the Company Shareholders MeetingMerger.

Company Shareholders Meeting. (ia) The If adoption of this Agreement by the Company’s shareholders is required by applicable Law in order to consummate the Merger, the Company willshall, as promptly soon as practicable in accordance with applicable Law after the Acceptance Time, prepare and the Company Articles shall file with the SEC a proxy statement (collectively, as amended or supplemented, the “Proxy Statement”) that will be provided to the Company’s shareholders in connection with solicitation of Incorporation and Company Code of Regulations, establish a record date for, duly call and give notice of, and proxies for use its reasonable best efforts to convene a at the meeting of holders of Shares the Company’s shareholders called to consider and vote upon this Agreement and the adoption of transactions contemplated by this Agreement (the “Company Shareholders Meeting”). The Company shall include in the Proxy Statement the Company Board Recommendation. Parent and Purchaser, as the case may be, shall furnish all information concerning Parent and Purchaser (and their respective Affiliates, if applicable) following as the conclusion Company may reasonably request in connection with the preparation and filing with the SEC of the Company Family MeetingProxy Statement. Subject to the provisions of Section 6.2applicable Law, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain cause the Proxy Statement to be disseminated to the Company’s shareholders as promptly as practicable following the Acceptance Time. Each of the Company, Parent and solicit Purchaser shall promptly correct any information provided by it or any of its respective Representatives for use in the Proxy Statement if and to the extent that such adoptioninformation contains any untrue statement of material fact or omits to state a material fact required to be stated therein, or to the extent necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding The Company shall take all steps necessary to cause the foregoingProxy Statement, if as so corrected, to be filed with the SEC and disseminated to the Company’s shareholders, in each case as and to the extent required by applicable Law. The Company shall provide Parent, Purchaser and their counsel a reasonable opportunity to review and comment on or before the date on which Proxy Statement prior to the filing thereof with the SEC, and the Company Shareholders Meeting is scheduledshall give reasonable and good faith consideration to any comments made by Parent, Purchaser and their counsel (it being understood that Parent, Purchaser and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Purchaser and their counsel any comments or other communications, whether written or oral, the Company reasonably believes that (i) it will not or its counsel may receive proxies representing from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company Requisite Voteshall provide Parent, whether or not Purchaser and their counsel a quorum is present or (ii) it will not have enough Shares represented reasonable opportunity to constitute a quorum necessary review and comment on any response to conduct the business any such comments of the Company Shareholders MeetingSEC or its staff, and the Company may postpone or adjournshall give reasonable and good faith consideration to any comments made by Parent, or make one or more successive postponements or adjournments ofPurchaser and their counsel (it being understood that Parent, the Company Shareholders Meeting Purchaser and their counsel shall provide any comments thereon as long soon as the date of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(breasonably practicable), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Company prior to the Company Shareholders Meeting.

Company Shareholders Meeting. (ia) The Company willSubject to Section 9.01, as promptly as practicable practicable, but in accordance with applicable Law any event, no later than ten (10) calendar days, after the SEC confirms that it has no further comments on the Schedule 13E-3 and Proxy Statement, the Company Articles of Incorporation and Company Code of Regulationsshall take all lawful action to call, establish a record date for, duly call and give notice of, and use its reasonable best efforts to convene a meeting of holders of Shares to consider and vote upon the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion of the Company Family Meeting. Subject to Shareholders’ Meeting for the provisions purpose of Section 6.2, the Company’s board of directors shall include obtaining the Company Recommendation in Shareholder Approval. As soon as reasonably practicable, but no later than the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on or before thirtieth calendar day after the date on which the notice of the Company Shareholders Shareholders’ Meeting is scheduledissued, the Company reasonably believes that (i) it will not receive proxies representing shall hold such Company Shareholders’ Meeting in accordance with its memorandum and articles of association; provided, however, for the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business avoidance of the Company Shareholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as the date of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b)doubt, the Company may postpone or adjourn the Company Shareholders Shareholders’ Meeting for up to thirty (30) calendar days (but in any event no later than five (5) Business Days prior to the End Date), (i) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed); (ii) if at the time the Company Shareholders’ Meeting proceeds to business there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Company Shareholders’ Meeting; or (iii) to allow reasonable additional time for the filing or and mailing of any supplemental or amended disclosure that which the Company Board has determined, determined in good faith after consultation with outside legal counsel, counsel is reasonably likely to be required necessary or advisable under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders of the Company prior to the Company Shareholders Shareholders’ Meeting. Parent may request once that the Company adjourn or postpone the Company Shareholders’ Meeting for up to thirty (30) calendar days (but in any event no later than five (5) Business Days prior to the End Date), (x) if as of the time for which the Company Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Shares represented (either in person or by proxy) (A) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting or (B) voting in favor of approval of this Agreement and the Transactions to obtain the Company Shareholder Approval or (y) in order to allow reasonable additional time for (1) the filing and mailing of, at the reasonable request of Parent, any supplemental or amended disclosure and (2) such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders’ Meeting, in which event the Company shall, in each case, cause the Company Shareholders’ Meeting to be postponed or adjourned in accordance with Parent’s request.

Company Shareholders Meeting. (i) The Company will, as promptly as practicable Subject to the earlier termination of this Agreement in accordance with applicable Law and Article VIII hereof, as soon as practicable after the Form S-4 is declared effective under the Securities Act, the Company Articles of Incorporation and Company Code of Regulations, shall establish a record date for, duly call and call, give notice of, convene and hold a special meeting of the Company Shareholders (together with any adjournment or postponement thereof, the “Company Shareholders’ Meeting”) for the purpose of seeking (i) the Requisite Shareholder Approval and (ii) as a separate agenda item, approval of the Company Shareholders for the purchase of the “tail” insurance policy to be purchased by the Company pursuant to Section 6.16(c), and shall submit such proposals to such holders at the Company Shareholders’ Meeting and shall not submit any other proposal that is not related to the Merger or the transactions contemplated by the Merger Agreement to such holders in connection with the Company Shareholders’ Meeting without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed). The record date for the Company Shareholders’ Meeting shall be determined with prior consultation with Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not adjourn or postpone the Company Shareholders’ Meeting without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, that without Parent’s prior written consent, the Company may adjourn or postpone the Company Shareholders’ Meeting (a) after consultation with Parent, to the extent necessary to ensure that any supplement or amendment to the Proxy Statement is provided to the Company Shareholders within a reasonable amount of time in advance of the Company Shareholders’ Meeting or (b) to a date that is in the aggregate not more than 30 days following the originally scheduled date (or the date rescheduled pursuant to clause (a) hereof) if there are not sufficient affirmative votes in person or by proxy at such meeting to constitute a quorum at the Company Shareholders’ Meeting or to obtain the Requisite Shareholder Approval, to allow reasonable additional time for solicitation of proxies for purposes of obtaining a quorum or the Requisite Shareholder Approval. If the Company Board has not made a Company Board Recommendation Change in accordance with Section 6.2, the Company shall, through the Company Board, make the Company Board Recommendation, include such Company Board Recommendation in the Proxy Statement, and use its reasonable best efforts to convene a meeting (i) solicit proxies from its shareholders in favor of holders of Shares to consider and vote upon the adoption approval of this Agreement and the Merger in accordance with Israeli Law and (ii) otherwise seek to obtain the “Company Shareholders Meeting) following the conclusion of the Company Family Meeting. Subject to the provisions of Section 6.2, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend Requisite Shareholder Approval at the Company Shareholders Meeting that the holders of Shares adopt Shareholders’ Meeting. Notwithstanding any Company Board Recommendation Change, unless this Agreement is terminated in accordance with Article VIII, the obligations of the Parties under this Section 6.3 shall continue in full force and shall use its reasonable best efforts effect, neither the commencement, public proposal, public disclosure or communication to obtain and solicit such adoption. Notwithstanding the foregoing, if on or before the date on which the Company Shareholders Meeting is scheduled, the Company reasonably believes that of any Acquisition Proposal (i) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present Superior Proposal) nor the making of any Company Board Recommendation Change shall obviate or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct otherwise affect the business obligation of the Company Shareholders Meetingto set a record date for, duly call, give notice of, convene and hold the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Shareholders’ Meeting as long as the date of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection accordance with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Company prior to the Company Shareholders Meeting6.3.

Company Shareholders Meeting. (i) The Company will, as promptly as practicable shall take all action necessary in accordance with applicable Law Laws and the Organizational Documents of the Company Articles of Incorporation and Company Code of Regulations, establish a record date for, to duly call and give notice of, convene and use its reasonable best efforts to convene hold a meeting of holders its shareholders for the purpose of Shares obtaining the Company Shareholder Approval, to consider and vote upon the adoption of this Agreement (the “Company Shareholders Meeting) be held as promptly as reasonably practicable following the conclusion clearance of the Company Family MeetingProxy Statement by the SEC. Subject to the provisions of Except as permitted by Section 6.26.3, the Company’s board of directors shall include Company shall, through the Company Recommendation Board, include in the Joint Proxy Statement/ Prospectus Statement the Company Board Recommendation for the approval of the Merger and recommend the other Transactions at the Company Shareholders Meeting that and the holders Company shall solicit from the Company Shareholders proxies in favor of Shares adopt this Agreement the approval of the Merger and shall use its reasonable best efforts to obtain and solicit such adoptionthe other Transactions. Notwithstanding anything to the foregoingcontrary contained in this Agreement, if on the Company (i) shall be required to adjourn the Company Shareholders Meeting to the extent necessary to ensure that any required supplement or before amendment to the date on Proxy Statement is provided to the Company Shareholders and (ii) may adjourn the Company Shareholders Meeting if, as of the time for which the Company Shareholders Meeting is scheduled, the there are insufficient shares of Company reasonably believes that Common Stock represented (ieither in person or by proxy) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary or to conduct the business of obtain the Company Shareholders MeetingShareholder Approval; provided, however, that unless otherwise agreed to by the Company may postpone or adjourn, or make one or more successive postponements or adjournments ofparties, the Company Shareholders Meeting as long as shall not be adjourned to a date that is more than 30 days after the date of for which the meeting was previously scheduled; and provided, further, that the Company Shareholders Meeting is shall not postponed be adjourned to a date on or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on after two Business Days prior to the preceding sentenceEnd Date. In addition, notwithstanding Notwithstanding the first sentence of this Section 6.5(b)foregoing, the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for a date no later than the filing or mailing second Business Day after the expiration of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Company prior periods contemplated by Section 6.3(d)(iii)(B). Unless this Agreement has been terminated in accordance with Article VIII, the Company’s obligations to call, give notice of, convene and hold the Company Shareholders MeetingMeeting in accordance with this Section 6.5 shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Company Superior Proposal or Company Competing Proposal, or by any Company Change of Recommendation.

Company Shareholders Meeting. (ia) The Company willSubject to Section 6.04, as promptly as practicable in accordance with applicable Law and the Company Articles of Incorporation and Company Code of Regulations, shall establish a record date for, duly call and give notice of, and use its reasonable best efforts for determining shareholders of the Company entitled to convene a meeting of holders of Shares to consider and vote upon at the adoption of this Agreement Shareholders’ Meeting (the “Company Shareholders MeetingRecord Date”) following in consultation with Merger Sub and shall not change such Record Date or establish a different record date for the conclusion Shareholders’ Meeting without the prior written consent of Merger Sub (not to be unreasonably withheld of delayed), unless required to do so by applicable Law; and in the event that the date of the Company Family Meeting. Subject to Shareholders’ Meeting as originally called is for any reason adjourned or otherwise delayed, except as required by applicable Laws (as determined in good faith by the provisions of Section 6.2Special Committee), the Company’s board of directors Company agrees that unless Merger Sub shall include have otherwise approved in writing, the Company Recommendation shall implement such adjournment or other delay in the Joint Proxy Statement/ Prospectus and recommend at such a way that the Company Shareholders Meeting does not establish a new Record Date for the Shareholders’ Meeting, as so adjourned or delayed. As soon as practicable after the SEC confirms that it has no further comments on the Schedule 13E-3 or that it is not reviewing the Schedule 13E-3 but in any event no later than five (5) Business Days after such confirmation, the Company shall (i) mail or cause to be mailed the Proxy Statement to the holders of Shares adopt this Agreement (and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding concurrently furnish the foregoingProxy Statement under Form 6-K), if on or before including Shares represented by ADSs, as of the date on Record Date, which meeting the Company Shareholders Meeting is scheduledshall duly convene and cause to occur as soon as practical following the mailing of the Proxy Statement for the purpose of voting upon the authorization and approval of this Agreement, the Company reasonably believes that (i) it will not receive proxies representing Plan of Merger and the Company Requisite VoteTransactions, whether or not a quorum is present or including the Merger, and (ii) it will not have enough instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs who shall be entitled to give instructions for the exercise of the voting rights pertaining to the Shares represented by ADSs (the “Record ADS Holders”), (B) provide all proxy solicitation materials to constitute a quorum necessary all Record ADS Holders, and (C) vote all Shares represented by ADSs in accordance with the instructions of such corresponding Record ADS Holders. Subject to conduct Section 6.02(b), without the business consent of the Company Shareholders MeetingMerger Sub, the Company may postpone or adjourn, or make one or more successive postponements or adjournments ofauthorization and approval of this Agreement, the Company Shareholders Meeting as long as Plan of Merger and the date of Transactions, including the Company Shareholders Meeting is not postponed or adjourned more Merger, are the only matters (other than an aggregate of fifteen (15procedural matters) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely shall be proposed to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed voted upon by the shareholders of the Company prior to at the Company Shareholders Shareholders’ Meeting.

Company Shareholders Meeting. (a) As soon as practicable after the SEC confirms that it has no further comments on the Schedule 13E-3 but in any event no later than five days after such confirmation, the Company shall (i) The Company will, as promptly as practicable in accordance with applicable Law and the Company Articles of Incorporation and Company Code of Regulations, establish a record date for, duly call and give notice of, and use its reasonable best efforts for determining shareholders of the Company entitled to convene a meeting of holders of Shares to consider and vote upon at the adoption of this Agreement Shareholders’ Meeting (the “Company Shareholders MeetingRecord Date”) following and shall not change such Record Date or establish a different record date for the conclusion Shareholders’ Meeting without the prior written consent of Parent, unless required to do so by applicable Laws; and in the event that the date of the Company Family Meeting. Subject to the provisions of Section 6.2Shareholders’ Meeting as originally called is for any reason adjourned or otherwise delayed, the Company’s board of directors Company agrees that unless Parent shall include have otherwise approved in writing or as required by applicable Laws or stock exchange requirement, the Company Recommendation shall, if possible, implement such adjournment or other delay in the Joint Proxy Statement/ Prospectus and recommend at such a way that the Company Shareholders Meeting that does not establish a new Record Date for the Shareholders’ Meeting, as so adjourned or delayed, (ii) mail or cause to be mailed the Proxy Statement to the holders of Shares adopt (and concurrently furnish the Proxy Statement under Form 6-K), including Shares represented by ADSs, as of the Record Date, for the purpose of voting upon the authorization and approval of this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on or before the date on which the Company Shareholders Meeting is scheduledAgreement, the Company reasonably believes that Plan of Merger and the Transactions and (iiii) it will not receive proxies representing instruct the Company Requisite Vote, whether or not a quorum is present or Depositary to (iiA) it will not have enough fix the Record Date as the record date for determining the holders of ADSs who shall be entitled to give instructions for the exercise of the voting rights pertaining to the Shares represented by ADSs (the “Record ADS Holders”), (B) provide all proxy solicitation materials to constitute a quorum necessary all Record ADS Holders and (C) vote all Shares represented by ADSs in accordance with the instructions of such corresponding Record ADS Holders. Subject to conduct Section 6.02(b), without the business consent of the Company Shareholders MeetingParent, the Company may postpone or adjourn, or make one or more successive postponements or adjournments ofauthorization and approval of this Agreement, the Company Shareholders Meeting as long as Plan of Merger and the date of Transactions, are the Company Shareholders Meeting is not postponed or adjourned more only matters (other than an aggregate of fifteen (15procedural matters) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely shall be proposed to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed voted upon by the shareholders of the Company prior to at the Company Shareholders Shareholders’ Meeting.

Company Shareholders Meeting. (ia) The Company will, as As promptly as practicable practicable, but in any event no later than five (5) Business Days, after the SEC confirms that it has no further comments on the Schedule 13E-3 and Proxy Statement, the Company shall in accordance with applicable Law and the Company Articles its memorandum and articles of Incorporation and Company Code of Regulationsassociation take all action necessary to call, establish a record date for, duly call and give notice of, and use its reasonable best efforts to convene a meeting of holders of Shares to consider and vote upon the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion of the Company Family Meeting. Subject to Shareholders’ Meeting for the provisions purpose of Section 6.2, the Company’s board of directors shall include obtaining the Company Recommendation in Shareholder Approval. No later than the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on or before thirtieth calendar day after the date on which the notice of the Company Shareholders Shareholders’ Meeting is scheduledissued, the Company reasonably believes that shall hold such Company Shareholders’ Meeting in accordance with its memorandum and articles of association; provided, however, for the avoidance of doubt, the Company may, acting under the direction of the Company Board (after taking into account the recommendation of the Special Committee) and after consultation with Parent, adjourn the Company Shareholders’ Meeting for up to thirty calendar days (but in any event no later than the End Date), (i) it will not receive proxies representing if at the time the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough Shareholders’ Meeting proceeds to business there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of at the Company Shareholders Shareholders’ Meeting, the Company may postpone ; or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as the date of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15ii) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or and mailing of any supplemental or amended disclosure that which the Company Board (after taking into account the recommendation of the Special Committee) has determined, determined in good faith after consultation with outside legal counsel, counsel is reasonably likely to be required necessary or advisable 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. Parent may request on one or more occasions that the Company adjourn the Company Shareholders’ Meeting for up to thirty calendar days (but in any event no later than the End Date), (x) if as of the time for which the Company Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Shares represented (either in person or by proxy) (A) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting or (B) voting in favor of the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, to obtain the Company Shareholder Approval, provided that an ordinary resolution of the shareholders of the Company shall have been passed in favor of such grounds for adjournment, or (y) in order to allow reasonable additional time for (1) the filing and mailing of, at the reasonable request of Parent, any supplemental or amended disclosure and (2) such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Shareholders’ Meeting, in which event, the Company shall, in each case, cause the Company Shareholders’ Meeting to be adjourned in accordance with Parent’s request.

Company Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, but in no event later than the fifth (5th) Business Day after the date hereof, the Company shall (i) The Company will, as promptly as practicable in accordance with applicable Law and the Company Articles of Incorporation and Company Code of Regulations, establish a record date for, duly call and call, give notice ofof and convene a special meeting of its shareholders (the “Company Shareholders Meeting”) for the purpose of obtaining the Company Shareholder Approval, (ii) publish the notice of the Company Shareholder Meeting (with the proxy card (Ktav Hatzbaa) required under the ICL and the regulations promulgated thereunder). As soon as reasonably practicable following the date of this Agreement, but in no event later than the fifteenth (15th) Business Day after the date hereof, the Company shall prepare and furnish to the SEC on Form 6-K a proxy statement for the Company Shareholders Meeting (the “Proxy Statement”). The Company shall otherwise comply with the notice requirements applicable to the Company in respect of the Company Shareholders Meeting pursuant to the ICL and the regulations promulgated thereunder and the Charter Documents. Unless this Agreement is terminated pursuant to ‎Article IX or as Parent and the Company may otherwise agree, the Company Shareholders Meeting shall be held no later than 40 days after the publication of the notice regarding the Company Shareholders Meeting. Unless the Company Board (or a committee thereof) has effected a Company Board Recommendation Change, the Company shall include the Company Board Recommendation and the content of any fairness opinion obtained by the Company Board in connection with the approval by the Company Board of the Merger and the other transactions contemplated hereby in the Proxy Statement and use its reasonable best efforts to convene a meeting of holders of Shares cause the Proxy Statement to consider and vote upon be mailed to the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion shareholders of the Company Family Meetingas promptly as practicable following its filing date. Subject The Company shall not include in the Proxy Statement any information with respect to Parent or its Affiliates, unless the form and content thereof shall have been consented to in writing by the Parent prior to such inclusion and Parent agrees to provide any such information required to be so included under applicable Law. Prior to the provisions mailing of Section 6.2the Proxy Statement, the Company’s board of directors shall include unless the Company Board (or a committee thereof) has effected a Company Board Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on or before the date on which the Company Shareholders Meeting is scheduledChange, the Company (x) shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings, (y) shall include in such drafts, correspondence and filings all comments reasonably believes proposed by Parent, provided that (i) it will not receive proxies representing the Company Requisite Voteshall have no obligation to include any such comments to the extent that the Company determines in good faith, whether in consultation with its counsel, that including such comments would result in the Proxy Statement containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (z) to the extent practicable and not prohibited under applicable Law, the Company and its outside counsel shall permit Parent and its outside counsel to participate in all communications, if any, with the SEC or Nasdaq, or their respective staff, as applicable (including all meetings and telephone conferences) relating to this Agreement or any of the transactions contemplated hereby. If at any time prior to the Effective Time any event shall occur, or fact or information shall be discovered, by either the Company, Parent or Merger Sub that should be set forth in an amendment of or a quorum supplement to the Proxy Statement, such party shall inform the others thereof and the Company shall, in accordance with the procedures set forth in this ‎Section 7.3(a), prepare such amendment or supplement as soon thereafter as is present reasonably practicable and to the extent required by applicable Law, cause such amendment or (iisupplement to be promptly distributed to the shareholders of the Company. In the event that Parent or any Person listed in Section 320(c) it will not have enough of the ICL casts any votes in respect of the Merger, Parent shall disclose to the Company its interest in the Company Shares represented to constitute a quorum necessary to conduct the business of so voted. At the Company Shareholders Meeting, the Parent and Merger Sub shall cause any Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as the date Shares owned by them and their Affiliates (if any) to be voted in favor of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders approval of the Company prior to Merger and the Company Shareholders Meetingother transactions contemplated by this Agreement.

Company Shareholders Meeting. (i) The Company will, as As promptly as reasonably practicable in accordance with applicable Law following the clearance of the Proxy Statement by the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02, the Company, acting through the Company Articles of Incorporation and Company Code of RegulationsBoard (as applicable), shall take all action necessary to establish a record date for, duly call and call, give notice of, convene and use its reasonable best efforts to convene hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) including, (a) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing the Proxy Statement to the holders of Shares Company Common Stock as of the record date established for the Company Shareholders Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting as promptly as practicable after the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) of the Proxy Statement to consider and vote upon the adoption of this Agreement (and the “Company Shareholders Meeting) following the conclusion of the Company Family Meeting. Subject to the provisions of Section 6.2, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting Merger; provided that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on or before the date on which the Company Shareholders Meeting is scheduled, the Company reasonably believes that (i) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as the date of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting (i) with the consent of Parent (not to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow reasonable additional time for the preparation, filing or and mailing of any supplemental or amended disclosure that which the Company Board has determined, after consultation with outside legal counsel, determined is reasonably likely to be required necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders of the Company prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Meeting.

Company Shareholders Meeting. (i) The Company will, as promptly as practicable in accordance with applicable Law and the Company Articles of Incorporation and Company Code of Regulations, shall establish a record date for, duly call and call, give notice of, convene and use its reasonable best efforts to convene hold a meeting of holders the shareholders of Shares the Company (the “Company Shareholders’ Meeting”) as promptly as practicable following the date of this Agreement (and in no event later than 30 days after the commencement of the mailing of the Proxy Statement to consider and vote the Company’s shareholders) for the purpose of voting upon the adoption of this Agreement in accordance with California Law. Notwithstanding the foregoing, (the “Company Shareholders Meetingi) following the conclusion if there are insufficient shares of the Company Family Meeting. Subject Common Stock necessary to the provisions of Section 6.2, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend conduct business at the Company Shareholders Shareholders’ Meeting, the Company may extend the date of the Company Shareholders’ Meeting to the extent (and only to the extent) necessary in order to conduct business at the Company Shareholders’ Meeting, (ii) the Company may delay the Company Shareholders’ Meeting to the extent (and only to the extent) the Company reasonably determines that such delay is required by applicable Law to comply with comments made by the holders SEC with respect to the Proxy Statement, and (iii) with the prior written consent of Shares adopt Parent or if Parent requests an extension, the Company shall delay the Company Shareholders’ Meeting for a period not to exceed ten (10) Business Days. The Company shall solicit from shareholders of the Company proxies in favor of the adoption of this Agreement in accordance with California Law, and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding secure the foregoing, if on or before the date on which Requisite Shareholder Approval at the Company Shareholders Meeting Shareholders’ Meeting. Unless this Agreement is scheduledearlier terminated pursuant to Article VIII, the Company reasonably believes that (i) it will not receive proxies representing shall establish a record date for, call, give notice of, convene and hold the Company Requisite VoteShareholders’ Meeting for the purpose of voting upon the adoption of this Agreement in accordance with California Law, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as Board at any time subsequent to the date of the hereof shall have effected a Company Shareholders Meeting Board Recommendation Change or otherwise shall determine that this Agreement is not postponed no longer advisable or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure recommends that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Company prior reject it. Unless this Agreement has been terminated pursuant to Section 8.1(d)(ii), the Company’s obligation to establish a record date for, call, give notice of, convene and hold the Company Shareholders’ Meeting pursuant to this Section 6.3 shall not be limited to, or otherwise affected by, the commencement, disclosure, announcement or submission to the Company Shareholders Meetingof any Acquisition Proposal.

Company Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, but in no event later than September 23, 2018, the Company shall (i) The Company will, as promptly as practicable in accordance with applicable Law and the Company Articles of Incorporation and Company Code of Regulations, establish a record date for, duly call and call, give notice ofof and convene a special meeting of its shareholders (the “Company Shareholders Meeting”) for the purpose of obtaining the Company Shareholder Approval and (ii) publish the notice of the Company Shareholder Meeting. As soon as reasonably practicable following the date of this Agreement, but in no event later than October 19, 2018, the Company shall prepare and file with the ISA and furnish to the SEC on Form 6-K a proxy statement for the Company Shareholders Meeting (the “Proxy Statement”), including a proxy card (Ktav Hatzbaa) required under the ICL and the regulations promulgated thereunder, and instruct the Depositary to (A) fix the date established by the Company as the record date pursuant to this Section 7.3(a) for determining the holders of Company ADSs who shall be entitled to give instructions for the exercise of the voting rights pertaining to the Ordinary Shares represented by Company ADSs (the “Record ADS Holders”) at the Company Shareholders Meeting, (B) provide all proxy solicitation materials and any other materials or notices required under the Deposit Agreement to all Record ADS Holders, and (C) vote all Ordinary Shares represented by Company ADSs in accordance with the instructions of such corresponding Record ADS Holders. The Company shall otherwise comply with the notice requirements applicable to the Company in respect of the Company Shareholders Meeting pursuant to the ICL and the regulations promulgated thereunder and the Charter Documents. Unless this Agreement is terminated pursuant to Article IX or as Parent and the Company may otherwise agree, the Company Shareholders Meeting shall be held no later than November 19, 2018. Unless the Company Board (or a committee thereof) has effected a Company Board Recommendation Change, the Company shall include the Company Board Recommendation and a copy of any fairness opinion obtained by the Company Board in connection with the approval by the Company Board of the Merger and the other transactions contemplated hereby in the Proxy Statement and use its reasonable best efforts to convene a meeting of holders of Shares cause the Proxy Statement to consider and vote upon be mailed to the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion shareholders of the Company Family Meetingas promptly as practicable following its filing date. Subject The Company shall not include in the Proxy Statement any information with respect to Parent or its Affiliates, unless the form and content thereof shall have been consented to in writing by the Parent prior to such inclusion and Parent agrees to provide any such information required to be so included under applicable Law. Prior to the provisions mailing of Section 6.2the Proxy Statement, the Company’s board of directors shall include unless the Company Board (or a committee thereof) has effected a Company Board Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on or before the date on which the Company Shareholders Meeting is scheduledChange, the Company (x) shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings, (y) shall include in such drafts, correspondence and filings all comments reasonably believes proposed by Parent, provided that (i) it will not receive proxies representing the Company Requisite Voteshall have no obligation to include any such comments to the extent that the Company determines in good faith, whether in consultation with its counsel, that including such comments would result in the Proxy Statement containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (z) to the extent practicable and not prohibited under applicable Law, the Company and its outside counsel shall permit Parent and its outside counsel to participate in all communications, if any, with the SEC, ISA, Nasdaq or TASE, or their respective staff, as applicable (including all meetings and telephone conferences) relating to this Agreement or any of the transactions contemplated hereby. If at any time prior to the Effective Time any event shall occur, or fact or information shall be discovered, by either the Company, Parent or Merger Sub that should be set forth in an amendment of or a quorum supplement to the Proxy Statement, such party shall inform the others thereof and the Company shall, in accordance with the procedures set forth in this Section 7.3(a), prepare such amendment or supplement as soon thereafter as is present reasonably practicable and to the extent required by applicable Law, cause such amendment or (iisupplement to be promptly distributed to the shareholders of the Company. In the event that Parent or any Person listed in Section 320(c) it will not have enough of the ICL casts any votes in respect of the Merger, Parent shall disclose to the Company its interest in the Company Shares represented to constitute a quorum necessary to conduct the business of so voted. At the Company Shareholders Meeting, the Parent and Merger Sub shall cause any Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as the date Shares owned by them and their Affiliates (if any) to be voted in favor of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders approval of the Company prior to Merger and the Company Shareholders Meetingother transactions contemplated by this Agreement.

Company Shareholders Meeting. (i) The Company will, as promptly as practicable shall take all action necessary in accordance with applicable Law Laws and the Organizational Documents of the Company Articles of Incorporation and Company Code of Regulations, establish a record date for, to duly call and give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval, to be held as promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC. The Company shall use its reasonable best efforts to convene a and hold such meeting of holders of Shares to consider and vote upon the adoption of this Agreement (the “Company Shareholders Meeting) within 35 calendar days following the conclusion clearance of the Company Family MeetingProxy Statement by the SEC. Subject to the provisions of Except as permitted by Section 6.26.3, the Company’s board of directors shall include Company shall, through the Company Recommendation Board, include in the Joint Proxy Statement/ Prospectus Statement the Company Board Recommendation for the approval of the Merger and recommend the other Transactions at the Company Shareholders Meeting that and the holders Company shall solicit from the Company Shareholders proxies in favor of Shares adopt this Agreement the approval of the Merger and shall use its reasonable best efforts to obtain and solicit such adoptionthe other Transactions. Notwithstanding anything to the foregoingcontrary contained in this Agreement, if on the Company (i) shall be required to adjourn the Company Shareholders Meeting to the extent necessary to ensure that any required supplement or before amendment to the date on Proxy Statement is provided to the Company Shareholders and (ii) may adjourn the Company Shareholders Meeting if, as of the time for which the Company Shareholders Meeting is scheduled, the there are insufficient shares of Company reasonably believes that Common Stock represented (ieither in person or by proxy) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary or to conduct the business of obtain the Company Shareholders MeetingShareholder Approval; provided, however, that unless otherwise agreed to by the Company may postpone or adjourn, or make one or more successive postponements or adjournments ofparties, the Company Shareholders Meeting as long as shall not be adjourned to a date that is more than 30 days after the date of for which the meeting was previously scheduled; and provided, further, that the Company Shareholders Meeting is shall not postponed be adjourned to a date on or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on after two Business Days prior to the preceding sentenceEnd Date. In addition, notwithstanding Notwithstanding the first sentence of this Section 6.5(b)foregoing, the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for a date no later than the filing or mailing second Business Day after the expiration of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Company prior periods contemplated by Section 6.3(d)(iii)(B). Unless this Agreement has been terminated in accordance with Article VIII, the Company’s obligations to call, give notice of, convene and hold the Company Shareholders MeetingMeeting in accordance with this Section 6.5 shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Company Superior Proposal or Company Competing Proposal, or by any Company Change of Recommendation.

Company Shareholders Meeting. (i) The Company willSubject to Applicable Law, as promptly as practicable in accordance with applicable Law the rules and regulations of the Nasdaq and the Company’s articles of incorporation and bylaws, the Company Articles of Incorporation and Company Code of Regulations, shall establish a record date for, duly call and call, give notice of, convene and use its reasonable best efforts to convene hold a meeting of holders the shareholders of Shares the Company (the “Company Shareholders’ Meeting”) as promptly as practicable following the date of this Agreement (and in no event later than forty (40) days after the commencement of the mailing of the Proxy Statement/Prospectus to consider and vote the Company’s shareholders) for the purpose of voting upon the adoption of this Agreement in accordance with California Law. Notwithstanding the foregoing, (the “Company Shareholders Meetinga) following the conclusion if there are insufficient shares of the Company Family Common Stock necessary to conduct business at the Company Shareholders’ Meeting, the Company may extend the date of the Company Shareholders’ Meeting to the extent (and only to the extent) the Company reasonably determines that such delay is necessary in order to conduct business at the Company Shareholders’ Meeting, (b) the Company may delay the Company Shareholders’ Meeting to the extent (and only to the extent) the Company reasonably determines that such delay is required by Applicable Law, including to comply with comments made by the SEC with respect to the Proxy Statement, and (c) the Company may delay the Company Shareholders’ Meeting to the extent (and only to the extent) the Company reasonably determines that such delay is necessary to solicit sufficient proxies to secure the Requisite Shareholder Approval. Subject to the provisions of Section 6.1 and Section 6.2, the Company’s board Company shall solicit from shareholders of directors shall include the Company Recommendation proxies in favor of the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting that the holders adoption of Shares adopt this Agreement in accordance with California Law and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding secure the foregoing, if on or before the date on which Requisite Shareholder Approval at the Company Shareholders Meeting Shareholders’ Meeting. Unless this Agreement is scheduledearlier terminated pursuant to Article VIII, the Company reasonably believes that (i) it will not receive proxies representing shall establish a record date for, call, give notice of, convene and hold the Company Requisite VoteShareholders’ Meeting in accordance with this Section 6.3, whether or not (i) the Company Board at any time subsequent to the date hereof shall have effected a quorum Company Board Recommendation Change or otherwise shall determine that this Agreement is present no longer advisable or recommends that shareholders of the Company reject it or (ii) there occurs the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal. The Company agrees that it will shall not have enough Shares represented submit to constitute a quorum necessary to conduct the business vote of the Company Shareholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as the date of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Company any Acquisition Proposal (whether or not a Superior Proposal) prior to the vote of the Company’s shareholders with respect to the Merger at the Company Shareholders Shareholders’ Meeting. The notice of such Company Shareholders’ Meeting shall state that a resolution to adopt this Agreement, a non-binding, advisory resolution to approve the compensation that may become payable to the Company’s named executive officers in connection with the Merger, and a resolution to adjourn the Company Shareholders’ Meeting will be considered at the Company Shareholders’ Meeting, and no other matters shall be considered or voted upon at the Company Shareholders’ Meeting without Parent’s prior written consent (not to be unreasonably withheld).

Company Shareholders Meeting. (iIn the event the Shareholder Written Consent is not delivered to Parent in accordance to Section 5.04(a) The Company will, as promptly as practicable and Parent does not terminate this Agreement in accordance with applicable Law and Section 7.03(d), the Company Articles of Incorporation and Company Code of Regulationsshall take all action necessary to duly call, establish a record date for, duly call and give notice of, convene, and hold the Company Shareholders Meeting as soon as reasonably practicable after the date of this Agreement and in no event later than forty-five (45) days following the date on which the definitive version of the Company Proxy Statement is first mailed to holders of the Company Common Stock. Except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change as permitted by Section 5.03 hereof, the Company Proxy Statement shall include the Company Board Recommendation. Subject to Section 5.03 hereof, the Company shall use its reasonable best efforts to convene a meeting of to: (i) solicit from the holders of Shares to consider and vote upon Company Common Stock proxies in favor of the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion and approval of the Merger; and (ii) take all other actions necessary or advisable to secure the vote or consent of the holders of Company Family MeetingCommon Stock required by applicable Law to obtain such approval. Subject to the provisions of Section 6.2, the Company’s board of directors The Company shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend not submit any other proposals for approval at the Company Shareholders Meeting that without the holders prior written consent of Shares adopt this Agreement Parent. The Company shall keep Parent and Merger Sub updated with respect to proxy solicitation results as requested Parent or Merger Sub. The Company shall have the right, after good faith consultation with Parent, to, and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding at the foregoingrequest of Parent, if on or before the date on which the Company Shareholders Meeting is scheduled, the Company reasonably believes that (i) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as the date of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting Meeting: (A) for the absence of a quorum, or (B) to allow reasonable additional time for to solicit additional proxies to the filing or mailing extent that at such time, taking into account the amount of any supplemental or amended disclosure that time until the Company Shareholder Meeting, the Company has determined, after consultation with outside legal counsel, is not received a number of proxies that would reasonably likely be believed to be required under applicable Law sufficient to obtain the Requisite Shareholder Approval at the Company Shareholder Meeting. If the Special Committee or the Company Board makes a Company Adverse Recommendation Change, then unless such Company Adverse Recommendation Change is with respect to a Superior Proposal and for such supplemental or amended disclosure this Agreement is terminated pursuant to be disseminated and reviewed by shareholders Section 7.04(a), it will not alter the obligation of the Company to submit the adoption of this Agreement and the approval of the Merger to the holders of Company Common Stock at the Company Shareholders Meeting to consider and vote upon, unless this Agreement shall have been terminated in accordance with its terms prior to the Company Shareholders Meeting.

Company Shareholders Meeting. (i) The Company, acting through the Company willBoard, as promptly as practicable shall, in accordance with applicable Law and the Company Articles of Incorporation and Company Code of RegulationsGoverning Documents, establish a record date foras promptly as practicable after all the comments received from the SEC, if any, on the preliminary Proxy Statement have been cleared by the SEC staff or promptly following confirmation from the SEC staff that they will not be commenting thereon, (i) duly call and call, give notice of, convene and hold a meeting of its shareholders (the “Company Shareholders’ Meeting”) (and in any event no later than twenty (20) Business Days after the dissemination of the Proxy Statement to the Company’s shareholders) for the purpose of considering and taking action on this Agreement and the Merger and (ii) use its reasonable best efforts to convene a meeting solicit from its shareholders proxies in favor of holders of Shares to consider and vote upon the adoption approval of this Agreement (the “Company Shareholders Meeting) following the conclusion and approval of the Merger; provided, however, that the Company Family MeetingBoard need not comply with the foregoing clause (ii) if the Company Board has effected an Adverse Recommendation Change in accordance with Section 6.04(d) or Section 6.04(e). Subject Neither the commencement, disclosure, announcement or submission to the provisions Company of Section 6.2any Competing Transaction (whether or not a Superior Proposal), the Company’s board nor any furnishing of directors shall include information, discussions or negotiations with respect thereto, nor any decision or action by the Company Board to effect an Adverse Recommendation in the Joint Proxy Statement/ Prospectus and recommend at Change shall give the Company Shareholders Meeting that any right to delay, defer or adjourn the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoptionCompany Shareholders’ Meeting. Notwithstanding the foregoing, if on or before the date on which the Company Shareholders Meeting is scheduled, may adjourn or postpone the Company reasonably believes that (i) it will not receive proxies representing Shareholders’ Meeting to the extent the Company Requisite Votedetermines any supplement or amendment to the Proxy Statement is required by Law to be provided to the Company’s shareholders or, whether if as of the time of the Company Shareholders’ Meeting, there are insufficient shares of Company Common Stock represented (either in person or not a quorum is present or (iiby proxy) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Shareholders Shareholders’ Meeting; provided, the Company however, that no adjournment may postpone be to a date on or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as the date of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen after three (153) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Company Business Days prior to the Company Shareholders MeetingOutside Date.

Company Shareholders Meeting. (i) The Promptly after the date hereof, Company will, as promptly as practicable will take all action necessary in accordance with applicable Florida Law and the Company its Articles of Incorporation and Bylaws to convene the Company Code of Regulations, establish a record date for, duly call and give notice ofShareholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law and Company's Articles of Incorporation and Bylaws) within 45 days after the declaration of effectiveness of the S-4, for the purpose of voting upon this Agreement and the Merger. Subject to Section 5.2(a)(iii), Company will use its commercially reasonable best efforts to convene a meeting solicit from its shareholders proxies in favor of holders of Shares to consider and vote upon the adoption and approval of this Agreement (and the “Company Shareholders Meeting) following the conclusion approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its shareholders required by the rules of NASDAQ or Florida Law to obtain such approvals ("Company Family MeetingShareholder Vote"). Subject Notwithstanding anything to the provisions of Section 6.2contrary contained in this Agreement, the Company’s board of directors shall include Company may adjourn or postpone the Company Recommendation Shareholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Joint Prospectus/Proxy Statement is provided to Company's shareholders in advance of a vote on the Merger and this Agreement or, if as of the time for which Company Shareholders' Meeting is originally scheduled (as set forth in the Joint Prospectus/Proxy Statement/ Prospectus and recommend at the Statement) there are insufficient shares of Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on Common Stock represented (either in person or before the date on which the Company Shareholders Meeting is scheduled, the Company reasonably believes that (iby proxy) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Shareholders Shareholders' Meeting, . Company shall ensure that the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as the date of the Company Shareholders Shareholders' Meeting is not postponed or adjourned more than an aggregate of fifteen (15called, noticed, convened, held and conducted, and subject to Section 5.2(a)(iii) calendar days that all proxies solicited by Company in connection with any postponements or adjournments the Company Shareholders' Meeting are solicited, in reliance on compliance with Florida Law, its Articles of Incorporation and Bylaws, the preceding sentencerules of NASDAQ and all other applicable legal requirements. In additionCompany's obligation to call, notwithstanding give notice of, convene and hold the first sentence of Company Shareholders' Meeting in accordance with this Section 6.5(b)5.2(a)(i) shall not be limited to or otherwise affected by the commencement, the disclosure, announcement or submission to Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental Acquisition Proposal, or amended disclosure that the Company has determinedby any withdrawal, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental amendment or amended disclosure to be disseminated and reviewed by shareholders modification of the recommendation of the Board of Directors of Company prior with respect to the Company Shareholders MeetingMerger.

Company Shareholders Meeting. (i) The Company willSubject to Section 6.4, as promptly soon as practicable in accordance with applicable Law and reasonably practical after the date hereof, but by no later than 5:00PM Eastern Time on August 1, 2019, the Company Articles Board shall ratify by unanimous action of Incorporation the Company Board the Company Board Recommendation and deliver written evidence of the same to Parent. The Company, acting through the Company Code Board (or a committee thereof), shall (a) as soon as reasonably practicable following confirmation by the SEC (or the staff of Regulations, establish the SEC) that it will not review or has no further comments on the Proxy Statement take all action necessary to set a record date forfor (which record date shall be as soon as legally permissible), duly call and call, give notice of, convene and hold the Company Shareholders Meeting, the date of such Company Shareholder Meeting to be no later than thirty days after the date the definitive Proxy Statement is first disseminated to the Company’s shareholders (unless such meeting is adjourned in accordance with this Section 6.3), and (b) subject to Section 6.4, include in the Proxy Statement the Company Board Recommendation, and solicit and use its reasonable best efforts to convene a meeting of holders of Shares obtain the Company Shareholder Approval at the Company Shareholder Meeting. Unless the Agreement has been duly terminated in accordance with the terms herein, the Company shall, subject to consider and vote upon the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion right of the Company Family Meeting. Subject Board to modify its recommendation in a manner adverse to Parent under the provisions of circumstances specified in Section 6.26.4(d), the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain solicit from the shareholders of the Company proxies in favor of the proposal to adopt this Agreement and solicit such adoptionapprove the Merger and the Transactions and to secure the Company Shareholder Approval (it being understood that the foregoing shall not require the Company Board to recommend in favor of the adoption of this Agreement, if a Company Adverse Recommendation Change has been effected in accordance with Section 6.4(d)). Notwithstanding anything to the foregoingcontrary contained in this Agreement, the Company may adjourn or postpone the Company Shareholders Meeting (i) if the Company believes in good faith (after consultation with the Company’s outside legal counsel) that it is necessary to ensure that any supplement or amendment to the Proxy Statement that is legally required (including such an amendment or supplement in response to an objection that is raised by any shareholder of the Company to the sufficiency or accuracy of the Proxy Statement) is timely provided to the shareholders of the Company or (ii) with the consent of Parent, if on or before as of the date on time for which the Company Shareholders Meeting is scheduledoriginally scheduled (as set forth in the Proxy Statement), there are insufficient shares of the Company reasonably believes that Common Stock or Preferred Stock represented (ieither in person or by proxy) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting; provided, however, that any such adjournment or postponement shall be for not more than, in the case of clause (i), ten (10) Business Days, and in the case of clause (ii), twenty (20) Business Days or such other amount of time reasonably agreed by Company and Parent to be necessary to comply with applicable Law, and, in any event, shall not be to a date that is later than three (3) Business Days prior to the End Date. During any such period of adjournment or postponement, the Company may postpone or adjourn, or make one or more successive postponements or adjournments ofshall continue in all respects to comply with its obligations under this Section 6.3 and Section 6.4. Without the prior written consent of Parent, the Company Shareholders Meeting as long as adoption of this Agreement shall be the date only matter (other than matters of procedure and matters required by applicable Law to be voted on by the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days Company’s shareholders in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence adoption of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure Agreement) that the Company has determined, after consultation with outside legal counsel, is reasonably likely shall propose to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed acted on by the shareholders of the Company prior to at the Company Shareholders Meeting.

Company Shareholders Meeting. (i) The Subject to Section 5.9, the Company willshall take all necessary actions in accordance with applicable Law, the Company Organizational Documents and the rules of the NYSE to duly call, give notice of, convene and hold the Company Shareholders Meeting as promptly as practicable in accordance with applicable after the Parent Registration Statement is declared effective under the Securities Act for the purpose of voting on the approval and adoption of the Bye-Law Amendment, this Agreement, the Statutory Merger Agreement and the Merger. The Company Articles of Incorporation and shall cause the Company Code of Regulations, establish a record date for, duly call and give notice of, and use its reasonable best efforts Proxy Statement to convene a meeting of holders of Shares be mailed to consider and vote upon the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion shareholders of the Company Family Meeting. Subject entitled to the provisions of Section 6.2, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend vote at the Company Shareholders Meeting, comply with all legal requirements applicable to the Company Proxy Statement and the Company Shareholders Meeting that and hold the holders Company Shareholders Meeting as soon as practicable after the Parent Registration Statement is declared effective under the Securities Act. The Bye-Law Amendment proposal shall appear first on the proxy card in the Company Proxy Statement ahead of Shares the proposals to approve and adopt this Agreement, the Statutory Merger Agreement and the Merger. Subject to Section 5.9, the Company shall use its reasonable best efforts to obtain and solicit such adoptionthe Requisite Company Vote. Notwithstanding anything to the foregoingcontrary contained in this Agreement, the Company may adjourn, recess, reconvene or postpone the Company Shareholders Meeting (i) after consultation with Parent, to the extent necessary to ensure that any required supplement or amendment to the Company Proxy Statement is provided to the shareholders of the Company within a reasonable amount of time in advance of the Company Shareholders Meeting or (ii) after consultation with Parent, if on or before as of the date on time for which the Company Shareholders Meeting is scheduled, originally scheduled (as set forth in the Company reasonably believes that Proxy Statement) there are insufficient Company Common Shares present (ieither in person or by proxy) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting. Subject to Section 5.9, the Company may postpone shall (a) use its reasonable best efforts to solicit or adjourncause to be solicited from its shareholders proxies in favor of the approval and adoption of the Bye-Law Amendment, or make one or more successive postponements or adjournments ofthis Agreement, the Statutory Merger Agreement and the Merger and (b) take all other action necessary or advisable to secure the Requisite Company Shareholders Meeting as long as the date of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Company prior to the Company Shareholders MeetingVote.

Company Shareholders Meeting. (i) The Notwithstanding any Company willChange of Recommendation, as promptly as practicable in accordance with applicable Law and the Company, acting through the Company Articles Board of Incorporation and Company Code Directors (or a committee thereof), shall promptly following receipt of Regulationsconfirmation from the SEC that the SEC has no further comments on, establish a record date foror will not review, the Proxy Statement, take all reasonable action necessary to duly call and call, give notice of, convene and use its reasonable best efforts to convene hold a meeting of holders its shareholders for the purpose of Shares to consider approving and vote upon the adoption of adopting this Agreement (including any adjournment or postponement thereof, the “Company Shareholders Meeting”); provided that the Company may postpone, recess or adjourn such meeting for up to thirty (30) following days in the conclusion aggregate (excluding any adjournment or postponements required by applicable Law) (a) to allow reasonable additional time to solicit additional proxies to the extent the Company reasonably believes necessary in order to obtain the Company Requisite Vote, (b) if as of the Company Family Meeting. Subject to the provisions of Section 6.2, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on or before the date on time for which the Company Shareholders Meeting is scheduled, originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company reasonably believes that Common Stock represented (ieither in person or by proxy) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough Shares represented and voting to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting, the Company may postpone Meeting or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as the date of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15c) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing and dissemination of any supplemental or amended disclosure that which the Company Board of Directors has determined, determined in good faith after consultation with outside legal counsel, counsel is reasonably likely to be required necessary under applicable Law or to prevent a breach of fiduciary duty and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders of the Company prior to the Company Shareholders Meeting. The Company, acting through its Company Board of Directors (or a committee thereof), shall subject to Section 6.1(d), (i) include in the Proxy Statement the Company Recommendation and, subject to the consent of the Company Financial Advisor, the written opinion of the Company Financial Advisor, dated as of the date of this Agreement, that, as of such date, the Per Share Merger Consideration is fair, from a financial point of view, to the holders of the Company Common Stock and (ii) use its reasonable best efforts to obtain the Company Requisite Vote. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Shareholders Meeting if this Agreement is terminated.

Company Shareholders Meeting. (i) The Company will, as promptly as practicable in accordance with applicable Law and the Company Articles of Incorporation and Company Code of Regulations, establish a record date for, duly call and give notice of, and use its reasonable best efforts to convene a meeting of holders of Shares to consider and vote upon the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion of the Company Family Meeting. Subject to the provisions of Section 6.29.01 herein, the Company’s board of directors Company shall include call and hold the Company Recommendation in Shareholders' Meeting as promptly as practicable after the Joint Proxy Statement/ Prospectus and recommend at date hereof for the Company Shareholders Meeting that purpose of voting upon the holders approval of Shares adopt this Agreement and the Merger pursuant to the Proxy Statement, and Company shall use its all reasonable best efforts to obtain and solicit such adoption. Notwithstanding hold the foregoing, if on or before Company Shareholders' Meeting as soon as practicable after the date on which the Proxy Statement is mailed to Company's shareholders. Unless Company's Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 6.04, Company Shareholders Meeting is scheduled, shall use all reasonable efforts to solicit from its shareholders proxies in favor of the approval and adoption of this Agreement and the Merger pursuant to the Proxy Statement and shall take all other action necessary or advisable to secure the Company reasonably believes that (i) it will not receive proxies representing Shareholder Approval. Company shall take all other action necessary or, in the reasonable opinion of Parent, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and Company's certificate of incorporation and bylaws to effect the Merger. Subject to the right of Company to terminate this Agreement set forth in Section 9.01 hereof, Company shall call and hold the Company Requisite Vote, Shareholders' Meeting for the purpose of voting upon the approval and adoption of this Agreement and the Merger whether or not a quorum is present or (ii) it will not have enough Shares represented Company's Board of Directors at any time subsequent to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as the date of the Company Shareholders Meeting hereof determines that this Agreement is not postponed no longer advisable or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure recommends that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by Company's shareholders of the Company prior to the Company Shareholders Meetingreject it.

Company Shareholders Meeting. (ia) The Company willshall take all action necessary under all applicable Law to call, give notice of, convene and hold a meeting of the holders of Company Common Stock (the "Company Shareholders' Meeting") for the purpose of obtaining the Required Shareholder Approval. The Company Shareholders' Meeting shall be held (on a date selected by the Company and Parent) as promptly as practicable after the commencement of the mailing of the Proxy Statement to the Company's shareholders (and in any event no more than 30 days after such date of commencement of mailing, or such later date as the parties mutually agree). Parent shall cause all shares of Company Common Stock owned by Parent or Merger Sub, if any, to be voted in favor of the adoption of this Agreement. Unless this Agreement is validly terminated pursuant to, and in accordance with applicable Law and with, ARTICLE IX, this Agreement shall be submitted to the Company's shareholders for the purpose of seeking the Required Shareholder Approval. The Company shall, upon the reasonable request of Parent, use its commercially reasonable efforts to advise Parent during the last 10 Business Days prior to the date of the Company Articles Shareholders' Meeting, on a daily basis, as to the aggregate tally of Incorporation the proxies received by the Company with respect to the Required Shareholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Shareholders' Meeting (i) after consultation with Parent, to the extent necessary to comply with any applicable Law, without limiting the Company's obligations with respect to Section 5.3 and Company Code Parent's termination rights pursuant to ARTICLE IX, (ii) at the request of Regulations, establish a record date for, duly call and give notice ofParent for postponement or adjournment (in at least 3 Business Day increments, and use its reasonable best efforts in no event to convene a meeting date that is less than 5 Business Days prior to the End Date), unless prior to such request the Company shall have received an aggregate number of holders of Shares to consider and vote upon proxies voting for the adoption of this Agreement and the Transactions, including the Merger, and which have not been withdrawn, in a number sufficient to obtain the Required Shareholder Approval, (the “Company Shareholders Meetingiii) following the conclusion after consultation with Parent, if as of the Company Family Meeting. Subject to the provisions of Section 6.2, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on or before the date on time for which the Company Shareholders Shareholders' Meeting is originally scheduled, the there are insufficient shares of Company reasonably believes that Common Stock represented (ieither in person or by proxy) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of such Company Shareholders' Meeting or to obtain the Required Shareholder Approval or (iv) after consultation with Parent, for up to 8 Business Days in the event that (a) the Company Shareholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as Board has delivered a Recommendation Change Notice to Parent in connection with a Superior Offer pursuant to Section 5.3(e)(i) prior to the date of the Company Shareholders Shareholders' Meeting is and (b) the Company is, and continues to be, in full compliance with Section 5.3(e)(i); provided, however, if Parent notifies the Company that it does not postponed or adjourned more than an aggregate intend to exercise and waives its right to participate in the process set forth in clause (F) of fifteen (15Section 5.3(e)(i) calendar days in connection with any postponements or adjournments in reliance on following the preceding sentence. In addition, notwithstanding the first sentence delivery of this Section 6.5(b)such Recommendation Change Notice, the Company may shall not have the right to adjourn or postpone or adjourn the Company Shareholders Shareholders' Meeting pursuant to allow reasonable additional time for this clause (iv); provided, however, in the filing case of an adjournment or mailing postponement effected pursuant to either of any supplemental the foregoing clauses (i) or amended disclosure that (iii), as applicable, the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of shall hold the Company prior to Shareholders' Meeting at the Company Shareholders Meetingearliest practicable date following such adjournment or postponement.

Company Shareholders Meeting. (i) The Company willshall, as promptly soon as practicable in accordance with applicable Law and the Company Articles of Incorporation and Company Code of Regulations, establish a record date forreasonably practicable, duly call and take all lawful action to call, give written notice of, convene and use its reasonable best efforts to convene hold a meeting of holders of Shares to consider and vote upon the adoption of this Agreement its shareholders (the “Company Shareholders Meeting”) following for the conclusion purpose of obtaining the Company Requisite Shareholder Vote with respect to the transactions contemplated hereby and shall take all lawful action to solicit the approval of this Agreement by the Company Requisite Shareholder Vote. The Board of Directors of the Company Family Meeting. Subject shall recommend approval of this Agreement by the shareholders of the Company to the provisions effect set forth in Section 3.6 (the “Company Recommendation”), and the Board of Section 6.2Directors of the Company shall not withdraw, modify or qualify (or propose to withdraw, modify or qualify or publicly announce that it is considering withdrawing, modifying or qualifying) in any manner adverse to Parent such recommendation or take any action or make any statement in connection with the Company Shareholders Meeting inconsistent with such recommendation, including a recommendation by the Company’s board Board of directors shall include Directors of an Acquisition Proposal (collectively, a “Change in the Company Recommendation”); provided, however, that the Board of Directors of the Company may make a Change in the Company Recommendation in accordance with, and subject to the Joint Proxy Statement/ Prospectus and recommend limitations set forth in, Section 5.6. The Company shall adjourn the Company Shareholders Meeting (x) from time to time at the written request of Parent for up to 10 days upon each such request in the event there shall not be a quorum at the Company Shareholders Meeting and (y) on one occasion at the written request of Parent for up to 10 days in the event Parent reasonably believes based on information from the Company and its proxy solicitor that less than a majority of the holders shares of Shares adopt Company Common Stock entitled to vote on the Merger intend to or have voted “against”, and less than a majority of such shares intend to or have voted “for”, approval of this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoingCompany, if on after consultation with Parent, may adjourn or before the date on which the Company Shareholders Meeting is scheduled, the Company reasonably believes that (i) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as the date of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing extent necessary to ensure that any required supplement or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Company prior amendment to the Company Shareholders MeetingProxy Statement/Prospectus is provided to the Company’s shareholders.

Company Shareholders Meeting. (ia) The Company willand its board of directors shall take, as promptly as practicable in accordance with applicable Law and the Company Articles Company’s articles of Incorporation incorporation and Company Code of Regulationsbylaws, establish a record date forall action necessary to call, duly call and give notice of, convene, and use its reasonable best efforts to convene hold, as promptly as reasonably practicable after the date of this Agreement, a meeting of holders the Company’s shareholders (including any and all adjournments or postponements thereof, the “Company Meeting”) for the purpose of Shares to consider the Company’s shareholders considering and vote upon the adoption voting on approval of this Agreement and any other matters required to be approved by the Company’s shareholders in order to consummate the transactions contemplated by this Agreement, as well as, if mutually agreed upon by the Parties, any other matters of the type customarily brought before a meeting of shareholders to approve an agreement such as this Agreement. Except with the prior approval of BancShares, no other matters shall be submitted for consideration by or the approval of the Company’s shareholders at the Company Meeting. Subject to Section 7.7(b)), (i) the Company and its board of directors shall at all times prior to and during the Company Meeting recommend to the Company’s shareholders the approval of this Agreement and the transactions contemplated hereby and take all reasonable and lawful action to solicit and obtain such approval (the “Company Shareholders MeetingBoard Recommendation”) following the conclusion of the Company Family Meeting. Subject to the provisions of Section 6.2, and (ii) the Company’s board of directors shall include the Company Recommendation not withdraw, modify, or qualify in the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting any manner adverse to BancShares its recommendation that the holders of Shares adopt Company’s shareholders approve this Agreement and shall use its reasonable best efforts to obtain and solicit the transactions contemplated hereby, or take any other action or make any other public statement inconsistent with such adoption. Notwithstanding recommendation (the foregoing, if on or before the date on which the Company Shareholders Meeting is scheduled, the Company reasonably believes that (i) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or actions prohibited by this clause (ii) it will not have enough Shares represented being referred to constitute a quorum necessary to conduct the business as an “Company Change of the Company Shareholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as the date of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(bRecommendation”), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Company prior to the Company Shareholders Meeting.

Company Shareholders Meeting. (i) The As soon as reasonably practicable after the SEC confirms that it has no further comments on the Schedule 13E-3, the Company will, as promptly as practicable shall take all necessary actions in accordance with applicable Law Law, the Company Organizational Documents and the Company Articles rules of Incorporation and Company Code of Regulationsthe New York Stock Exchange to call, establish a record date for, duly call and give notice of, convene and use its reasonable best efforts to convene hold a meeting of holders of Shares to consider and vote upon the adoption of this Agreement its shareholders (including any adjournment, recess, reconvening or postponement thereof, the “Company Shareholders Meeting”) following for the conclusion purpose of obtaining the Company Family Meeting. Subject to the provisions of Section 6.2Required Shareholder Approvals (it being understood that, unless this Agreement is terminated in accordance with its terms, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at requirement to hold the Company Shareholders Meeting that shall not be affected by any Adverse Recommendation Change). Subject to Section 5.02, the holders of Shares adopt this Agreement and Company shall use its reasonable best efforts to obtain and solicit such adoptionthe Required Shareholder Approvals. Notwithstanding anything to the foregoingcontrary contained in this Agreement, if on the Company may adjourn, recess, reconvene or before the date on which postpone the Company Shareholders Meeting is scheduledif, after consultation with Parent, the Company reasonably believes that (i) it will not receive proxies representing such adjournment, recess, reconvening or postponement is necessary to ensure that any required supplement or amendment to the Proxy Statement or Schedule 13E-3 (as determined after consultation with its outside counsel) is provided to the Company’s shareholders within a reasonable amount of time in advance of the Company Requisite VoteShareholders Meeting, whether or not a quorum is present or (ii) it as of the time for which the Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement), (A) there will not have enough be an insufficient number 49 of Common Shares represented or Preference Shares present (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders MeetingMeeting or (B) there will be an insufficient number of proxies to obtain the Required Shareholder Approvals or (iii) such adjournment, recess, reconvening or postponement is required by applicable Law or a court or other Governmental Authority of competent jurisdiction in connection with any Actions in connection with this Agreement or the Company may postpone Transactions or adjournhas been requested by the SEC or its staff; provided, or make one or more successive postponements or adjournments ofthat, in the case of clause (ii) above, the Company Shareholders Meeting as long as shall not be adjourned, recessed or postponed to a date that is more than 30 days after the date on which the Company Shareholders Meeting was originally scheduled without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed). The Company shall keep Parent and its Representatives reasonably apprised following the mailing of the Proxy Statement and prior to the date of the Company Shareholders Meeting is not postponed or adjourned more than an (and any reconvening thereof) as to the aggregate tally of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), proxies received by the Company may postpone with respect to the Required Shareholder Approvals and whether such proxies have been voted affirmatively or adjourn negatively with respect to each of the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely proposals to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Company prior to presented at the Company Shareholders Meeting.

Company Shareholders Meeting. (ia) The Company willwill take, as promptly as practicable in accordance with applicable Law and the Company Articles its articles of Incorporation incorporation and Company Code of Regulationsbylaws, establish a record date for, duly call and give notice of, and use its reasonable best efforts all action necessary to convene a meeting of the holders of Shares (the "Company Shareholders Meeting") as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement, to consider and vote upon the adoption approval of this Agreement and to cause such vote to be taken, and shall not postpone or adjourn such meeting, except to the extent advised by counsel to be necessary to comply with Law or pursuant to the following sentence. Notwithstanding anything to the contrary in this Agreement, (the “Company Shareholders Meetingi) following the conclusion of the Company Family Meeting. Subject to may adjourn, recess, or postpone, and at the provisions request of Section 6.2Parent it shall adjourn, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at recess or postpone, the Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall use its for a reasonable best efforts period to obtain and solicit such adoption. Notwithstanding the foregoingadditional proxies, if on or before the date on which the Company Shareholders Meeting is scheduledor Parent, the Company respectively, reasonably believes that (i) it there will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough be insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders MeetingMeeting or to obtain the Requisite Company Vote (provided that, unless agreed in writing by the Company and Parent, all such adjournments, recesses or postponements shall be for periods of no more than 10 Business Days each) and (ii) the Company may postpone or adjourn, recess, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as the date of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing extent necessary to ensure that any required supplement or mailing of any supplemental or amended disclosure that amendment to the Company has determined, after consultation with outside legal counsel, Proxy Statement is reasonably likely provided to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the shareholders of the Company prior to for the amount of time required by Law in advance of the Company Shareholders Meeting. Subject to Section 6.2(f), the Company Board shall include the Company Recommendation in the Proxy Statement and shall take all lawful action to obtain the Requisite Company Vote.

Company Shareholders Meeting. (ia) The Company will, as promptly as practicable shall take all action necessary in accordance with applicable Law and the Company its Articles of Incorporation Incorporation, Bylaws and Company Code of Regulationsunder all applicable Legal Requirements to call, establish a record date for, duly call and give notice of, convene and use its reasonable best efforts to convene hold a special meeting of the holders of Shares Company Common Stock (the "Company Shareholders' Meeting") to consider consider, act and vote upon the adoption and approval of this Agreement (Agreement, the “Merger and the transactions contemplated thereby. The Company Shareholders MeetingShareholders' Meeting will be held as promptly as practicable and in any event within 45 days after the Proxy Statement/Prospectus has been cleared by the SEC or, if the SEC has not taken formal action to clear the Proxy Statement/Prospectus, within 45 days of filing the definitive Proxy Statement/Prospectus with the SEC. The Company Shareholders' Meeting shall be called, convened, held and conducted, and all proxies solicited in connection with the Company Stockholders' Meeting shall be solicited in all material respects in compliance with all applicable Legal Requirements. The Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 4.5(a) following shall not be limited or otherwise affected by the conclusion commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or by withdrawal, amendment or modification of the recommendation of the Board of Directors of Company Family Meetingwith respect to this Agreement or the Merger. Subject (b) The Board of Directors of Company has by majority vote recommended (and the Proxy Statement/Prospectus shall include a statement to the provisions effect that the Board of Section 6.2, the Company’s board Directors of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting has by majority vote recommended) that the holders of Shares Company Common Stock vote in favor and adopt and approve this Agreement Agreement, the Merger and shall use its reasonable best efforts to obtain and solicit such adoptionthe transactions contemplated thereby at the Company Shareholders' Meeting. (c) Notwithstanding the foregoing, if on nothing in Section 6.4 or before in this Section 4.5 shall prevent the date on which the Company Shareholders Meeting is scheduled, the Company reasonably believes that (i) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business Board of Directors of the Company Shareholders Meetingfrom withdrawing, the Company may postpone amending or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as the date of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen modifying its recommendation (15by a 5 to 2 majority vote) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence favor of this Section 6.5(b), Agreement and the Company may postpone Merger or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing approval and adoption of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Company prior to the Company Shareholders Meeting.this Agreement 26

Company Shareholders Meeting. (ia) The Company willshall take all action necessary under applicable Law to, in consultation with Parent, establish a record date for, call, give notice of and hold a meeting of the holders of Company Shares to consider and vote on the Merger and any other proposals set forth in the Proxy Statement (such TABLE OF CONTENTS​​ meeting, the “Company Shareholders’ Meeting”). The Company Shareholders’ Meeting shall be held as promptly as practicable practicable, in accordance with applicable Law and the Company’s Governing Documents, after the Form F-4, is declared effective by the SEC. Parent and the Company Articles of Incorporation and Company Code of Regulations, establish a record date for, duly call and give notice of, and shall use its reasonable best commercial reasonably efforts to convene a meeting of holders of Shares to consider and vote upon the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion of the Company Family Meeting. Subject to the provisions of Section 6.2, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at hold the Company Shareholders Meeting and the Parent Shareholders’ Meeting on the same day. The Company shall take reasonable measures to ensure that all proxies solicited in connection with the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoptionCompany Shareholders’ Meeting are solicited in compliance with all applicable Law. Notwithstanding anything to the foregoingcontrary contained herein, if on the date of the Company Shareholders’ Meeting, or before a date preceding the date on which the Company Shareholders Shareholders’ Meeting is scheduled, the Company reasonably believes that (i) it will not receive proxies representing sufficient to obtain the Company Requisite Required Vote, whether or not a quorum is would be present or (ii) it will not have enough sufficient Company Shares represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Shareholders’ Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Shareholders’ Meeting as long as the date of the Company Shareholders Shareholders’ Meeting is not postponed or adjourned more than an aggregate of fifteen (15) 30 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Company prior to the Company Shareholders Meetingadjournments.

Company Shareholders Meeting. (ia) The Subject to Section 6.04(a), the Company willshall, as promptly as practicable after the SEC confirms that it has no further comments on the Schedule 13E-3 and in accordance with applicable Law and the Company Articles Company’s memorandum and articles of Incorporation and Company Code of Regulationsassociation, (i) establish a record date for, duly call and give notice of, and use its reasonable best efforts to convene a meeting of holders of Shares to consider and vote upon the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion for determining shareholders of the Company Family Meeting. Subject entitled to the provisions of Section 6.2, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend vote at the Company Shareholders Meeting that Shareholders’ Meeting, (ii) mail or cause to be mailed (any in any event within twenty (20) days following such confirmation by the SEC) the Proxy Statement to the holders of Shares adopt as of the record date established for the shareholders’ meeting, which meeting the Company shall duly convene and cause to occur no later than forty (40) days after the notice of such meeting is issued (the “Shareholders’ Meeting”), for the purpose of voting upon the approval of this Agreement Agreement, the Plan of Merger and the Transactions, and (iii) instruct or otherwise cause the Depositary to (A) fix a record date for determining the holders of ADSs who shall use its reasonable best efforts be entitled to obtain give instructions for the exercise of the voting rights pertaining to the Shares represented by ADSs (the “Record ADS Holders”) within three (3) Business Days following such confirmation by the SEC, (B) provide all proxy solicitation materials to all Record ADS Holders, and solicit (C) vote all Shares represented by ADSs in accordance with the instructions of such adoptioncorresponding Record ADS Holders. Notwithstanding the foregoing, if on or before the date on which the Company Shareholders Meeting is scheduled, the Company reasonably believes that (i) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as the date of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Shareholders’ Meeting to a later day (but in any event no later than five (5) Business Days prior to the Termination Date) (i) with the consent of Parent, (ii) if at the time the Shareholders’ Meeting proceeds to business there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business, or (iii) to allow reasonable additional time for the filing or and mailing of any supplemental or amended disclosure that which the Company Board has determined, determined (acting upon the recommendation of the Special Committee) in good faith after consultation with outside legal counsel, counsel is reasonably likely to be required necessary under applicable Law Laws and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders of the Company prior to the Company Shareholders Shareholders’ Meeting.

Company Shareholders Meeting. (ia) The Company willagrees, as promptly as practicable after the date hereof, to take all action necessary in accordance with applicable Law the laws of the Cayman Islands and the Company Articles of Incorporation and Company Code of Regulations, establish a record date for, duly call and give notice of, and use its reasonable best efforts Company's Organizational Documents to convene a meeting of holders the shareholders of Shares the Company (the "Company Shareholders' Meeting") to consider approval and vote upon the adoption of this Agreement (and the “transactions contemplated herein. The Company Shareholders will use reasonable efforts to solicit from its shareholders proxies in favor of approval and adoption of this Agreement and the transactions contemplated herein and will take all other action necessary or advisable to secure the vote or consent of its shareholders as required by the law of the Cayman Islands and the Company Organizational Documents. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Shareholders' Meeting) following , but only to the conclusion extent necessary to ensure that any necessary supplement or amendment to any proxy statement provided to the shareholders of the Company Family Meeting. Subject to in advance of a vote on the provisions approval and adoption of Section 6.2, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoingtransactions contemplated herein or, if on or before as of the date on time for which Company Shareholders' Meeting is originally scheduled (as set forth in the Company Shareholders Meeting is scheduled, Proxy Statement) there are insufficient shares of capital stock of the Company reasonably believes that represented (ieither in person or by proxy) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Shareholders Shareholders' Meeting. The Company shall ensure that the Company Shareholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Shareholders' Meeting are solicited, in compliance with the law of the Caymans Islands, the Company may postpone Organizational Documents, and all other applicable legal requirements. The Company's obligation to call, give notice of, convene and hold the Company Shareholders' Meeting in accordance with this Section 5.12(a) shall not be limited to or adjournotherwise affected by the commencement, disclosure, announcement or submission to the Company or any Company Shareholder of any acquisition proposal by a third party, or make one by any withdrawal, amendment or more successive postponements or adjournments of, modification of the Company Shareholders Meeting as long as recommendation of the date Board of Directors of the Company Shareholders Meeting is not postponed with respect to this Agreement or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Company prior to the Company Shareholders Meetingtransactions contemplated hereby.

Company Shareholders Meeting. (iA) The Company willshall take all action necessary under all applicable Legal Requirements to call, as promptly as practicable in accordance with applicable Law and the Company Articles of Incorporation and Company Code of Regulations, establish a record date for, duly call and give notice of, convene and use its reasonable best efforts to convene hold a meeting of the holders of Shares Company Common Stock (the "COMPANY SHAREHOLDERS' MEETING") to consider consider, act upon and vote upon the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion and approval of the Merger. The Company Family Meeting. Subject Shareholders' Meeting will be held as promptly as practicable and in any event within forty-five (45) days after the S-4 Registration Statement is declared effective under the Securities Act; PROVIDED, HOWEVER, that notwithstanding anything to the provisions of Section 6.2contrary contained in this Agreement, the Company’s board of directors shall include Company may adjourn or postpone the Company Recommendation in Shareholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement/ Prospectus is provided to the Company's shareholders in advance of a vote on the Merger and recommend at the Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoingor, if on or before as of the date on time for which the Company Shareholders Shareholders' Meeting is scheduled, originally scheduled (as set forth in the Joint Proxy Statement/Prospectus) there are insufficient shares of Company reasonably believes that Common Stock represented (ieither in person or by proxy) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company's Shareholders' Meeting. The Company Shareholders Meeting, shall ensure that the Company may postpone Shareholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Company Shareholders' Meeting are solicited, in compliance with all applicable Legal Requirements. The Company's obligation to call, give notice of, convene and hold the Company Shareholders' Meeting in accordance with this Section 5.2(a) shall not be limited or adjournotherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal, or make one by any withdrawal, amendment or more successive postponements or adjournments of, modification of the Company Shareholders Meeting as long as recommendation of the date Board of Directors of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate with respect to the Merger. (B) Subject to Section 5.2(c): (i) the Board of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence Directors of this Section 6.5(b), the Company may postpone or adjourn shall unanimously recommend that the Company's shareholders vote in favor of and adopt and approve this Agreement and the Merger at the Company Shareholders Meeting Shareholders' Meeting; (ii) the Joint Proxy Statement/Prospectus shall include a statement to allow reasonable additional time for the filing or mailing effect that the Board of any supplemental or amended disclosure that Directors of the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law unanimously recommended that the Company's shareholders vote in favor of and for such supplemental or amended disclosure to be disseminated adopt and reviewed by shareholders approve this Agreement and the Merger at the Company Shareholders' Meeting; and (iii) neither the Board of Directors of the Company prior nor any committee thereof shall withdraw, amend or modify, or propose or resolve to the Company Shareholders Meeting.30

Company Shareholders Meeting. (ia) The Company willand the board of directors of the Company, as applicable, will take all action necessary under applicable Legal Requirements and its Organizational Documents to duly call, give notice of, convene and hold as promptly as practicable in accordance with applicable Law and the Company Articles Shareholders’ Meeting to approve the Company Shareholder Approval Matters, including mailing the Proxy Statement to the Company Shareholders as promptly as reasonably practicable following clearance of Incorporation the Proxy Statement by the SEC. Company will engage Xxxxxxxxx Inc. (or such other proxy solicitor reasonably acceptable to Contributor) as proxy solicitor to assist in the solicitation of proxies in connection with the Company Shareholders’ Meeting and will ensure that such proxies are solicited in compliance with all applicable Legal Requirements. Company’s obligation to call, convene and hold the Company Code of RegulationsShareholders’ Meeting shall not be affected by a Change in Recommendation, establish a record date for, duly call and give notice of, and unless the Agreement is terminated pursuant to Article 7. Company will use its reasonable best efforts to convene a meeting of holders of Shares to consider and vote upon solicit from the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion proxies in favor of the Company Family MeetingShareholder Approval Matters. Subject Notwithstanding anything to the provisions of Section 6.2contrary contained in this Agreement, the Company’s board of directors shall include Company may adjourn or postpone the Company Recommendation Shareholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement (as determined by Company in good faith and upon the Joint Proxy Statement/ Prospectus and recommend at advice of outside counsel) is provided to the Company Shareholders a reasonable time in advance of the Company Shareholders’ Meeting that (or at any adjournment or postponement thereof), or if as of the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on or before the date on time for which the Company Shareholders Shareholders’ Meeting (or any adjournment or postponement thereof) is scheduled, the scheduled there are insufficient Company reasonably believes that (i) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough Common Shares represented in person or by proxy to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting, Shareholders’ Meeting or to adopt the Company may postpone or adjournShareholder Approval Matters, or make one or more successive postponements or adjournments of, in each case to the Company Shareholders Meeting as long as the date of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required extent permitted under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Company prior to the Company Shareholders MeetingLegal Requirements.

Company Shareholders Meeting. (i) The Company willSubject to Applicable Law, as promptly as practicable in accordance with applicable Law the rules and regulations of the Nasdaq and the Company’s certificate of incorporation and bylaws, the Company Articles of Incorporation and Company Code of Regulations, shall establish a record date for, duly call and call, give notice of, convene and use its reasonable best efforts to convene hold a meeting of holders the shareholders of Shares the Company (the “Company Shareholders’ Meeting”) as soon as reasonably practicable following the date the Form S-4 is declared effective by the SEC (and in no event later than forty five (45) days after the commencement of the mailing of the Proxy Statement/Prospectus to consider and vote the Company’s shareholders) for the purpose of voting upon the adoption of this Agreement in accordance with Delaware Law. Notwithstanding the foregoing, (a) if, on the “day immediately preceding the date for which the Company Shareholders MeetingShareholders’ Meeting is scheduled, (1) following the conclusion there are insufficient shares of the Company Family Common Stock necessary to conduct business at the Company Shareholders’ Meeting, or (2) the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Requisite Shareholder Approval, the Company may extend the date of the Company Shareholders’ Meeting to the extent (and only to the extent) the Company determines in good faith that such delay is reasonably necessary in order to conduct business at the Company Shareholders’ Meeting or obtain proxies representing a sufficient number of shares of Company Common Stock to obtain the Requisite Shareholder Approval, as applicable, (b) the Company may delay the Company Shareholders’ Meeting to the extent (and only to the extent) the Company determines in good faith that such delay is required by Applicable Law, including to comply with comments made by the SEC with respect to the Proxy Statement/Prospectus or the Form S-4, (c) the Company may delay the Company Shareholders’ Meeting to ensure that any supplement or amendment to the Proxy Statement/Prospectus required under Applicable Law is timely provided to the shareholders of the Company within a reasonable amount of time, in the good faith judgment of the Company (after consultation with its outside counsel), in advance of the Company Shareholders’ Meeting, and/or (d) the Company may delay the Company Shareholders’ Meeting to the extent (and only to the extent) Parent provides its prior written consent or Parent requests such an extension. Subject to the provisions of Section 6.1 and Section 6.2, the Company’s board Company shall solicit from shareholders of directors shall include the Company Recommendation proxies in favor of the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting that the holders adoption of Shares adopt this Agreement in accordance with Delaware Law and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding secure the foregoing, if on or before the date on which Requisite Shareholder Approval at the Company Shareholders Meeting Shareholders’ Meeting. Unless this Agreement is scheduledearlier terminated pursuant to Article VIII, the Company reasonably believes that (i) it will not receive proxies representing shall establish a record date for, call, give notice of, convene and hold the Company Requisite VoteShareholders’ Meeting in accordance with this Section 6.3, whether or not (i) the Company Board at any time subsequent to the date hereof shall have effected a quorum Company Board Recommendation Change or otherwise shall determine that this Agreement is present no longer advisable or recommends that shareholders of the Company reject it or (ii) there occurs the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal. The Company agrees that it will shall not have enough Shares represented submit to constitute a quorum necessary to conduct the business vote of the Company Shareholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as the date of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Company any Acquisition Proposal (whether or not a Superior Proposal) prior to the vote of the Company’s shareholders with respect to the adoption of this Agreement at the Company Shareholders Shareholders’ Meeting. The notice of such Company Shareholders’ Meeting shall state that a resolution to adopt this Agreement, a non-binding, advisory resolution to approve the compensation that may become payable to the Company’s named executive officers in connection with the Merger, and a resolution to adjourn the Company Shareholders’ Meeting will be considered at the Company Shareholders’ Meeting.

Company Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, but in no event later than the fifth (5th) Business Day after the date hereof, the Company shall (i) The Company will, as promptly as practicable in accordance with applicable Law and the Company Articles of Incorporation and Company Code of Regulations, establish a record date for, duly call and call, give notice of, of and use its reasonable best efforts to convene a special meeting of holders of Shares to consider and vote upon the adoption of this Agreement its shareholders (the “Company Shareholders Meeting”) following for the conclusion purpose of obtaining the Company Family Meeting. Subject to Shareholder Approval, and (ii) publish the provisions notice of Section 6.2, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting that (the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption“Notice Date”). Notwithstanding the foregoing, if on or before As soon as reasonably practicable following the date on which of this Agreement, but in no event later than the Company Shareholders Meeting is scheduled, fifteenth (15th) day after the Company reasonably believes that (i) it will not receive proxies representing date of the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business notice of the Company Shareholders Meeting, the Company shall prepare and file with the ISA and furnish to the SEC on Form 6-K a proxy statement for the Company Shareholders Meeting (the “Proxy Statement”). The Company shall otherwise comply with the notice requirements applicable to the Company in respect of the Company Shareholders Meeting pursuant to the ICL and the regulations promulgated thereunder and the Charter Documents. Unless this Agreement is terminated pursuant to Article IX or as Parent and the Company may postpone or adjourn, or make one or more successive postponements or adjournments ofotherwise agree, the Company Shareholders Meeting as long as shall be held no later than the date of first Business Day following the fortieth (40th) day after the Notice Date. Unless the Company Shareholders Meeting is not postponed Board (or adjourned more than an aggregate of fifteen (15a committee thereof) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b)has effected a Company Board Recommendation Change, the Company may postpone or adjourn shall include the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure Board’s recommendation that the holders of Company has determined, after consultation with outside legal counsel, is reasonably likely Shares approve this Agreement and the Merger (the “Company Board Recommendation”) and use its reasonable best efforts to cause the Proxy Statement to be required under applicable Law and for such supplemental or amended disclosure mailed to be disseminated and reviewed by the shareholders of the Company as promptly as practicable following its filing date. The Company shall not include in the Proxy Statement any information with respect to Parent or its Affiliates, unless the form and content thereof shall have been consented to in writing by Parent prior to such inclusion and Parent agrees to provide any such information required to be so included under applicable Law (not to be unreasonably withheld, conditioned or delayed). Prior to the mailing of the Proxy Statement, unless the Company Board (or a committee thereof) has effected a Company Board Recommendation Change, the Company (x) shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings, (y) shall include in such drafts, correspondence and filings all comments reasonably proposed by Parent, provided that the Company shall have no obligation to include any such comments to the extent that the Company determines in good faith, in consultation with its counsel, that including such comments would result in the Proxy Statement containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (z) to the extent practicable and not prohibited under applicable Law, the Company and its outside counsel shall permit Parent and its outside counsel to participate in all communications, if any, with the SEC, ISA, Nasdaq or TASE, or their respective staff, as applicable (including all meetings and telephone conferences) relating to this Agreement or any of the transactions contemplated hereby. If at any time prior to the Effective Time any event shall occur, or fact or information shall be discovered, by either the Company, Parent or Merger Sub that should be set forth in an amendment of or a supplement to the Proxy Statement, such party shall inform the others thereof and the Company shall, in accordance with the procedures set forth in this Section 7.3(a), prepare such amendment or supplement as soon thereafter as is reasonably practicable and to the extent required by applicable Law, cause such amendment or supplement to be promptly distributed to the shareholders of the Company. In the event that Parent or any Person listed in Section 320(c) of the ICL casts any votes in respect of the Merger, Parent shall disclose to the Company its interest in the Company Shares so voted. At the Company Shareholders Meeting, Parent and Merger Sub shall cause any Company Shares owned by them and their Affiliates (if any) to be voted in favor of the approval of the Merger and the other transactions contemplated by this Agreement.

Company Shareholders Meeting. (i) The Company willshall, as promptly soon as reasonably practicable after the Proxy Statement is cleared by the SEC for mailing to the Company’s shareholders in accordance with applicable Law and the Company Articles of Incorporation and Company Code of Regulations, establish a record date forSection 5.3(a), duly call and call, give notice of, convene and hold a meeting of the holders of the Company Shares (the “Company Shareholders’ Meeting”) for the purpose of seeking the Company Requisite Vote. The Company, through the Company Board, shall recommend to holders of the Company Shares that they vote in favor of the Company Merger so that the Company may obtain the Company Requisite Vote (the “Company Recommendation”) and the Company shall use its reasonable best efforts to convene a meeting of holders of Shares to consider and vote upon the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion of solicit the Company Family Meeting. Subject to the provisions of Section 6.2, Requisite Vote (including by soliciting proxies from the Company’s board of directors shall include shareholders), except in each case to the extent that the Company Board shall have effected an Adverse Recommendation Change, as permitted by and determined in the Joint Proxy Statement/ Prospectus and recommend at the accordance with Section 5.6. The Company Shareholders Meeting that the holders of Shares adopt shall keep Parent reasonably informed with respect to proxy solicitation results as reasonably requested by Parent. Unless this Agreement and shall use is terminated in accordance with its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on or before the date on which the Company Shareholders Meeting is scheduledterms, the Company reasonably believes that (i) it will shall not receive proxies representing submit to the vote of its shareholders any Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough Shares represented Acquisition Proposal. Notwithstanding anything to constitute a quorum necessary to conduct the business of the Company Shareholders Meetingcontrary contained in this Agreement, the Company may adjourn or postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Shareholders’ Meeting as long as after consultation with Parent (A) to the date extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the holders of Company Shares within a reasonable amount of time in advance of a vote on the Company Merger or (B) if additional time is reasonably required to solicit proxies in favor of the approval of the Company Shareholders Merger; provided, that, in the case of this clause (B), without the written consent of Parent, in no event shall the Company Shareholders’ Meeting is not (as so postponed or adjourned adjourned) be held on a date that is more than an aggregate of fifteen thirty (1530) calendar days after the date for which the Company Shareholders’ Meeting was originally scheduled. Unless this Agreement shall have been terminated in connection accordance with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b)Article VII, the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders obligation of the Company prior to duly call, give notice of, convene and hold the Company Shareholders’ Meeting and mail the Proxy Statement (and any amendment or supplement thereto that may be required by Law) to the Company Shareholders MeetingCompany’s shareholders shall not be affected by an Adverse Recommendation Change.

Company Shareholders Meeting. (ia) The Company willshall take all action necessary to duly call, as promptly as practicable in accordance with applicable Law and the Company Articles of Incorporation and Company Code of Regulations, establish a record date for, duly call and give notice of, convene and hold the Shareholders’ Meeting as soon as practicable following the date of this Agreement for the purpose of approving and authorizing this Agreement, the Plan of Merger and the transactions contemplated hereby by the Company shareholders; provided that the Company shall not be required to hold the Shareholders’ Meeting until after the Controlling Shareholder has obtained the V1 Shareholders’ Approval. Subject to Section 6.04, the Company shall include in the Proxy Statement the Company Recommendation and use its reasonable best efforts to convene obtain the Requisite Company Vote. The Company may adjourn the Shareholders’ Meeting (i) after consultation with Parent, to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company’s shareholders within a meeting reasonable amount of holders time in advance of Shares to consider and vote upon the adoption of this Agreement Shareholders’ Meeting, (ii) if in the “Company Shareholders Meeting) following the conclusion good faith judgment of the Company Family Meeting. Subject Board, after consultation with its outside legal counsel, a failure to the provisions effect such adjournment would be reasonably likely to constitute a breach of Section 6.2, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on or before the date on which the Company Shareholders Meeting is scheduled, the Company reasonably believes that (i) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or Board’s fiduciary duties under applicable Law; (ii) it will not have enough such adjournment is desirable to obtain the Requisite Company Vote, or (iii) if as of the time for which the Shareholders’ Meeting is scheduled as set forth in the Proxy Statement, there are insufficient Shares represented (in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Shareholders’ Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as . If the date of the Company Shareholders Shareholders’ Meeting is not postponed or adjourned more than an aggregate the matters to be considered for approval at the Shareholders’ Meeting are changed from the information set forth in the Proxy Statement following the delivery of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding Proxy Statement to the first sentence of this Section 6.5(b)shareholders, the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing shall as promptly as reasonably practicable deliver notice of any supplemental or amended disclosure that such changes if and to the Company has determined, after consultation with outside legal counsel, is reasonably likely to be extent required under applicable Law and for such supplemental or amended disclosure to be disseminated the memorandum and reviewed by shareholders articles of association of the Company prior to the Company Shareholders MeetingCompany.

Company Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, but in no event later than the fifth (5th) Business Day after the date hereof, the Company shall (i) The Company will, as promptly as practicable in accordance with applicable Law and the Company Articles of Incorporation and Company Code of Regulations, establish a record date for, duly call call, and give notice of, and, following the applicable notice period, convene and hold a special meeting of its shareholders (the “Company Shareholders Meeting”) for the purpose of obtaining the Requisite Shareholder Approval, (ii) publish the notice of the Company Shareholders’ Meeting, (iii) prepare and furnish to the SEC under cover of Form 6-K a proxy statement with respect to the Company Shareholders Meeting (the “Proxy Statement”) and (iv) otherwise comply with the notice requirements applicable to the Company pursuant to the ICL and the regulations promulgated thereunder, the Charter Documents or any other applicable Law. The Company Shareholders’ Meeting shall be held no later than 45 days after publication of the notice of the Company Shareholders’ Meeting. The Company shall include the Company Board Recommendation and a copy of any fairness opinion obtained by the Company Board in connection with the approval by the Company Board of the Merger and the other transactions contemplated hereby in the Proxy Statement and use its reasonable best efforts to convene a meeting of holders of Shares cause the Proxy Statement to consider and vote upon be mailed to the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion shareholders of the Company Family Meeting. Subject to the provisions of Section 6.2, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on or before as promptly as practicable following the date on which it is furnished to the SEC. The Proxy Statement shall set forth all information relating to the Merger and this Agreement that would be material to the Company Shareholders Meeting is scheduledShareholders’ decision as to whether to adopt and approve the Merger, this Agreement and the transactions contemplated hereby, including all information required by applicable Law. The Company shall not include in the Proxy Statement any information with respect to the Parent or its Affiliates, unless the form and content thereof shall have been consented to in writing by the Parent prior to such inclusion. The Company shall bear sole and exclusive responsibility with respect to the Proxy Statement, other than for information about the Parent provided by Parent to Company in writing for the purpose of inclusion in the Proxy Statement. Prior to the mailing of the Proxy Statement, the Company (x) shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings, (y) shall cooperate with Parent so as to aim to include in such drafts, correspondence and filings all comments reasonably believes proposed by Parent, provided that (i) it will not receive proxies representing in any event, the Company Requisite Voteshall have no obligation to include any such comments to the extent that the Company determines in good faith, whether in consultation with its counsel, that including such comments would result in the Proxy Statement containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (z) to the extent practicable and not prohibited under applicable Law, the Company and its outside counsel shall permit Parent and its outside counsel to participate in all communications, if any, with the SEC or FINRA, or their respective staff, as applicable (including all meetings and telephone conferences) relating to this Agreement or any of the transactions contemplated hereby. If at any time prior to the Effective Time any event shall occur, or fact or information shall be discovered, by either the Company, Parent or Merger Sub that should be set forth in an amendment of or a quorum supplement to the Proxy Statement, such party shall inform the others thereof and the Company shall, in accordance with the procedures set forth in this Section 7.3(a), prepare such amendment or supplement as soon thereafter as is present reasonably practicable and to the extent required by applicable Law, cause such amendment or (iisupplement to be promptly distributed to the shareholders of the Company. In the event that Parent or any Person listed in Section 320(c) it will not have enough of the ICL casts any votes in respect of the Merger, Parent shall disclose to the Company its interest in the Company Shares represented to constitute a quorum necessary to conduct the business of so voted. At the Company Shareholders Meeting, Parent and Merger Sub shall cause any Company Shares owned by them and their Affiliates (if any) to be voted in favor of the Company may postpone or adjourn, or make one or more successive postponements or adjournments ofapproval of this Agreement, the Company Shareholders Meeting as long as Merger and the date of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of other transactions contemplated by this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Company prior to the Company Shareholders MeetingAgreement.

Company Shareholders Meeting. (i) The Company willshall, as promptly soon as reasonably practicable after the Proxy Statement is cleared by the SEC for mailing to the Company’s shareholders in accordance with applicable Law and the Company Articles of Incorporation and Company Code of Regulations, establish a record date forSection 5.3(a), duly call and call, give notice of, convene and hold a meeting of the holders of the Company Shares (the “Company Shareholders’ Meeting”) for the purpose of seeking the Company Requisite Vote; provided, that the Company shall not be required to convene and hold the Company Shareholders’ Meeting prior to the No-Shop Period Start Date. The Company, through the Company Board, shall recommend to holders of the Company Shares that they vote in favor of the Company Merger so that the Company may obtain the Company Requisite Vote (the “Company Recommendation”) and the Company shall use its reasonable best efforts to convene a meeting solicit the Company Requisite Vote (including by soliciting proxies from the Company’s shareholders), except in each case to the extent that the Company Board shall have effected an Adverse Recommendation Change, as permitted by and determined in accordance with Section 5.6. The Company shall keep Parent reasonably informed with respect to proxy solicitation results as reasonably requested by Parent. Unless this Agreement is terminated in accordance with its terms, the Company shall not submit to the vote of its shareholders any Company Acquisition Proposal. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Shareholders’ Meeting after consultation with Parent (A) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the holders of Company Shares within a reasonable amount of time in advance of a vote on the Company Merger, (B) if additional time is reasonably required to consider and vote upon solicit proxies in favor of the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion approval of the Company Family Meeting. Subject to the provisions of Section 6.2, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on or before the date on which the Company Shareholders Meeting is scheduled, the Company reasonably believes that (i) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present Merger or (iiC) it will not have enough if there are insufficient Company Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Shareholders’ Meeting; provided, that, in the case of clause (B) or clause (C), without the written consent of Parent, in no event shall the Company Shareholders’ Meeting (as so postponed or adjourned) be held on a date that is more than thirty (30) days after the date for which the Company Shareholders’ Meeting was originally scheduled. Unless this Agreement shall have been terminated in accordance with Article VII, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as the date obligations of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In additionrespect to calling, notwithstanding the first sentence of this Section 6.5(b)giving notice of, convening and holding the Company Shareholders’ Meeting and mailing the Proxy Statement (and any amendment or supplement thereto that may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Company prior Law) to the Company Shareholders MeetingCompany’s shareholders shall not be affected by an Adverse Recommendation Change.

Company Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, but in no event later than the fifth Business Day after the date hereof, the Company shall (i) The Company will, as promptly as practicable in accordance with applicable Law and the Company Articles of Incorporation and Company Code of Regulations, establish a record date for, duly call and call, give notice ofof and convene a special meeting of its shareholders (the “Company Shareholders Meeting”) for the purpose of obtaining the Company Shareholder Approval, (ii) publish the notice of the Company Shareholder Meeting (with the proxy card (Ktav Hatzbaa) required under the ICL and the regulations promulgated thereunder). As soon as reasonably practicable following the date of this Agreement, but in no event later than the 15th Business Day after the date hereof, the Company shall prepare and furnish to the SEC on Form 6-K a proxy statement for the Company Shareholders Meeting (the “Proxy Statement”). The Company shall otherwise comply with the notice requirements applicable to the Company in respect of the Company Shareholders Meeting pursuant to the ICL and the regulations promulgated thereunder and the Charter Documents. Unless this Agreement is terminated pursuant to Article VII or as Parent and the Company may otherwise agree, the Company Shareholders Meeting shall be held no later than 40 days after the publication of the notice regarding the Company Shareholders Meeting. Unless the Company Board has effected an Adverse Recommendation Change in accordance with Section 5.2, the Company shall recommend that the Company Shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby, and include a copy of any fairness opinion obtained by the Company Board in connection with the approval by the Company Board of the Merger and the other transactions contemplated hereby in the Proxy Statement and use its reasonable best efforts to convene a meeting of holders of Shares cause the Proxy Statement to consider and vote upon the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion of the Company Family Meeting. Subject be mailed or made available to the provisions of Section 6.2, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on or before the date on which the Company Shareholders Meeting is scheduled, the Company reasonably believes that (i) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as the date of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Company as promptly as practicable following its filing date. The Company shall not include in the Proxy Statement any information with respect to Parent or its Affiliates, unless the form and content thereof shall have been consented to in writing by Parent prior to the Company Shareholders Meetingsuch inclusion and Parent agrees to provide any such information required to be so included under applicable Law.

Company Shareholders Meeting. The Company, acting through the Company Board (or a committee thereof), shall (i) The Company will, as promptly soon as reasonably practicable in accordance with applicable Law and following confirmation by the Company Articles SEC (or the staff of Incorporation and Company Code of Regulations, establish the SEC) that it has no further comments on the Proxy Statement take all action necessary to set a record date for, duly call and call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) and (ii) subject to Section 6.4, include in the Proxy Statement the Company Recommendation and use its reasonable best efforts to convene obtain the Company Shareholder Approval. The Company shall cause the Proxy Statement to be mailed to the shareholders of the Company as of the record date established for the Company Shareholders Meeting as promptly as reasonably practicable after the date on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Proxy Statement. Unless the Agreement has been duly terminated in accordance with the terms herein, the Company shall, subject to the right of the Company Board to modify its recommendation in a meeting manner adverse to Parent under the circumstances specified in Section 6.4(d), use reasonable best efforts to solicit from the shareholders of holders the Company proxies in favor of Shares the proposal to consider adopt this Agreement and vote upon approve the Merger and the Transactions and to secure the Company Shareholder Approval (it being understood that the foregoing shall not require the Company Board to recommend in favor of the adoption of this Agreement (Agreement, if a Change of Recommendation has been effected in accordance with Section 6.4(d)). Notwithstanding anything to the “Company Shareholders Meeting) following the conclusion of contrary contained in this Agreement, the Company Family Meeting. Subject to the provisions of Section 6.2, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at may adjourn or postpone the Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing(i) after consultation with Parent, if on the Company believes in good faith that it is necessary to ensure that any legally required supplement or before amendment to the date on Proxy Statement is timely provided to the shareholders of the Company or (ii) with the consent of Parent, if as of the time for which the Company Shareholders Meeting is scheduledoriginally scheduled (as set forth in the Proxy Statement), there are insufficient shares of the Company reasonably believes that Common Stock represented (ieither in person or by proxy) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as the date of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Company prior to the Company Shareholders Meeting.

Company Shareholders Meeting. (i) The Company willshall take all action necessary to duly call, as promptly as practicable in accordance with applicable Law and the Company Articles of Incorporation and Company Code of Regulations, establish a record date for, duly call and give notice of, convene and hold the Shareholders’ Meeting as soon as practicable (and in any event within forty-five (45) days) following the date of this Agreement for the purpose of approving and authorizing this Agreement, the Plan of Merger and the transactions contemplated hereby by the Company shareholders. Subject to Section 6.04, the Company shall include in the Proxy Statement the Company Recommendation and use its reasonable best efforts to convene a meeting obtain the Requisite Company Vote. The Company may adjourn the Shareholders’ Meeting only with the consent and/or on the direction of holders the Shareholders’ Meeting in accordance with the memorandum and articles of Shares to consider and vote upon the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion association of the Company Family Meeting. Subject (i) after consultation with Parent, to the provisions of extent necessary to ensure that any supplement or amendment to the Proxy Statement required to be made pursuant to Section 6.2, 6.01(a) is provided to the Company’s board shareholders within a reasonable amount of directors shall include time in advance of the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoingShareholders’ Meeting, if on or before the date on which the Company Shareholders Meeting is scheduled, the Company reasonably believes that (i) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough if such adjournment is necessary and desirable to obtain the Requisite Company Vote, (iii) if the Company has received a bona fide proposal or offer regarding a Competing Transaction that constitutes or would reasonably be expected to result in a Superior Proposal and is engaged in negotiations or discussions with the person who made such proposal or offer or (iv) if as of the time for which the Shareholders’ Meeting is scheduled as set forth in the Proxy Statement, there are insufficient Shares represented (in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Shareholders’ Meeting, ; provided that the Company Shareholders’ Meeting may postpone or adjourn, or make one or more successive postponements or adjournments of, not be adjourned to a date later than the Company Shareholders date that is forty-five (45) days after the date for which the Shareholders’ Meeting as long as was originally scheduled in the Proxy Statement first mailed to the shareholders of the Company. If the date of the Company Shareholders Shareholders’ Meeting is not postponed or adjourned more than an aggregate the matters to be considered for approval at the Shareholders’ Meeting are changed from the information set forth in the Proxy Statement following the delivery of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding Proxy Statement to the first sentence of this Section 6.5(b)shareholders, the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing shall as promptly as reasonably practicable deliver notice of any supplemental or amended disclosure that such changes if and to the Company has determined, after consultation with outside legal counsel, is reasonably likely to be extent required under applicable Law and for such supplemental or amended disclosure to be disseminated the memorandum and reviewed by shareholders articles of association of the Company prior to the Company Shareholders Meetingin compliance with Section 6.01(a).

Company Shareholders Meeting. (i) The Company willshall duly call, give notice of, convene and hold the Company Shareholders’ Meeting as promptly as practicable after the date the Registration Statement is declared effective under the Securities Act (except as provided in this Section 5.04) for the purpose of voting on the approval and adoption of the Scheme in accordance with applicable Law and the Company Articles of Incorporation and Company Code of RegulationsLaw, establish a record date for, duly call and give notice of, and use its reasonable best efforts to convene a meeting of holders of Shares to consider and vote upon the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion of the Company Family Meeting. Subject to the provisions of Section 6.2, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain cause the Company Shareholders’ Meeting to be scheduled on the same date as the Parent Stockholders’ Meeting. In connection with the Company Shareholders’ Meeting, the Company shall (i) subject to Section 5.02(b), recommend approval and adoption of the Scheme by the Company’s shareholders in the Scheme Circular and (ii) otherwise comply with all legal requirements applicable to such meeting. Subject to Section 5.02(b), regardless of whether there has been a Company Adverse Recommendation Change, the Company will use its best efforts to solicit from its shareholders proxies in favor of the adoption of the Scheme and take all other actions reasonably necessary or advisable to secure the approval and adoption of the Scheme by the Company’s shareholders, provided that nothing in this Section 5.04 shall prohibit the Company Independent Board or any committee thereof from making a Company Adverse Recommendation Change in compliance with this Agreement. The Company shall keep Parent and Merger Sub reasonably updated with respect to proxy solicitation results as reasonably requested by Parent or Merger Sub, and shall direct its proxy soliciting agent (if applicable) to provide Parent and its Representatives with the results of all proxy tabulations provided by such adoptionproxy soliciting agent (if applicable) to the Company. Notwithstanding The Company shall not, without the foregoingprior written consent of Parent (not to be unreasonably, withheld, delayed or conditioned), adjourn or postpone the Company Shareholders’ Meeting; provided, however, the Company shall have the right to adjourn or postpone the Company Shareholders’ Meeting: (i) after consultation with Parent, for not more than two (2) periods not to exceed ten (10) Business Days each if on or before the date on which the Company Shareholders Shareholders’ Meeting is then scheduled, the Company reasonably believes that (i) it will has not receive received proxies representing a sufficient number of Company Ordinary Shares to obtain the Company Requisite Vote, whether or not a quorum is present or Shareholder Approval; (ii) it will not have enough if on the date on which the Company Shareholders’ Meeting is then scheduled, there are insufficient Company Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Shareholders’ Meeting; (iii) if an unresolved Company Failure Notice or unresolved Parent Failure Notice remains outstanding; or (iv) after consultation with Parent, if the failure to adjourn or postpone the Company Shareholders’ Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required amendment or supplement to the Scheme Circular to be timely provided to the holders of Company Ordinary Shares. Once the Company has established a record date for the Company Shareholders’ Meeting, the Company may postpone shall not change such record date or adjournestablish a different record date for the Company Shareholders’ Meeting without the prior written consent of Parent (not to be unreasonably withheld, delayed or make one conditioned), unless required to do so by applicable Law or more successive postponements or adjournments ofthe Company’s organizational documents. Without the prior written consent of Parent, the approval of the Scheme shall be the only matter (other than matters of procedure and matters required by applicable Law to be voted on by the Company’s shareholders in connection with the approval of the Scheme) that the Company shall propose to be acted on by the shareholders of the Company at the Company Shareholders’ Meeting. Regardless of whether there is a Company Adverse Recommendation Change, the Company Shareholders Shareholders’ Meeting as long as shall be held in accordance with the date terms hereof unless this Agreement is terminated in accordance with Article 9. Notwithstanding anything in Section 5.02 or this Section 5.04 to the contrary, the Company may seek the approval described in Section 2.05(k) at the Company Shareholders’ Meeting (or, either (i) in the Company’s sole discretion, at a separate meeting of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15ii) calendar days by written consent without holding a meeting in connection compliance with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure the Company’s organizational documents) if a Company Adverse Recommendation Change has been made pursuant to be disseminated and reviewed by shareholders of the Company prior to the Company Shareholders MeetingSection 2.06(g).

Company Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement but in no event later than the fifth (5th) Business Day after the date hereof, the Company shall (i) The Company will, as promptly as practicable in accordance with applicable Law and the Company Articles of Incorporation and Company Code of Regulations, establish a record date for, duly call and call, give notice ofof and, as soon as reasonably practicable thereafter in conformity with this Section 7.3, convene an annual and special meeting of its shareholders (the “Company Shareholders Meeting”) for the purpose of (A) obtaining the Company Shareholder Approval, (B) subject to receipt of the Company Shareholder Approval, obtaining the election of the Parent Nominees plus one (1) Company nominee (“Company Nominee”) to the Company Board, and (C) approving the appointment of the Company auditors pursuant to the ICL, and (ii) publish the notice of the Company Shareholders Meeting (with the proxy card required under the ICL and, for the sake of clarity, the regulations promulgated thereunder). The agreement in the foregoing sentence concerning submission of Parent Nominees for election at the Company Shareholders Meeting shall, without limitation of the foregoing, also be deemed to constitute a request to such effect under Section 66(b) of the ICL and is agreed and acknowledged by the Company to be compliant with such Section 66(b) and the Company’s organization documents, and the Company waives any non-compliance with any of the foregoing. As soon as reasonably practicable following the date of this Agreement but in no event later than the fifteenth (15th) Business Day after the date hereof, the Company shall prepare and furnish to the SEC on Form 6-K a proxy statement for the Company Shareholders Meeting (the “Proxy Statement”). The Proxy Statement shall include the Parent Nominees and the Company Nominee (for purposes of being elected to the Company Board), and, subject to applicable Law, no other director nominees. The Company shall expand the size of the Company Board to allow the Parent Nominees and the Company Nominee to be elected to the Company Board together. The Company shall otherwise comply with the notice requirements applicable to the Company in respect of the Company Shareholders Meeting pursuant to applicable Law, including the ICL and the regulations promulgated thereunder and the Charter Documents. Unless this Agreement is terminated pursuant to ‎ARTICLE IX or as Parent and the Company may otherwise agree in writing, the Company Shareholders Meeting shall be held no later than forty (40) days after the publication of the notices regarding the Company Shareholders Meeting. Unless the Company Board has effected a Company Board Recommendation Change in accordance with Section 5.3, the Company shall include the Company Board Recommendation and a copy of the fairness opinion described in Section 3.23 in the Proxy Statement. The Company shall, subject to applicable Law, use its reasonable best efforts to convene a meeting of holders of Shares cause the Proxy Statement to consider and vote upon the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion of the Company Family Meeting. Subject be mailed or made available to the provisions of Section 6.2, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting as promptly as practicable following its filing date. The Company shall not include in the Proxy Statement any information with respect to Parent or its Affiliates unless the form and content thereof shall have been consented to in writing by Parent prior to such inclusion, such consent not to be unreasonably delayed or withheld, and Parent agrees to provide any such information (including information about the Parent Nominees) required to be so included under applicable Law (including ICL) and Nasdaq regulations. Prior to the mailing of the Proxy Statement, unless the Company Board has effected a Company Board Recommendation Change, (x) the Company shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings, (y) the Company shall not unreasonably refuse to include in such drafts, correspondence and filings all - 50 - comments reasonably proposed by Parent; provided that the holders Company shall have no obligation to include any such comments to the extent that the Company determines in good faith, in consultation with its counsel, that including such comments would result in the Proxy Statement containing an untrue statement of Shares adopt a material fact or omitting to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (z) to the extent practicable and not prohibited under applicable Law, and except as otherwise requested or required by the SEC, the Company and its outside counsel shall permit Parent and its outside counsel to participate in all communications, if any, with the SEC or Nasdaq (or any other regulatory authority), or their respective staff, as applicable (including all meetings and telephone conferences) relating to this Agreement or any of the transactions contemplated hereby. If at any time prior to the Effective Time any event shall occur, or fact or information shall be discovered, by either the Company, Parent or Merger Sub that should be set forth in an amendment of or a supplement to the Proxy Statement, such party shall inform the others thereof and shall use its reasonable best efforts the Company shall, in accordance with the procedures set forth in this ‎Section 7.3(a), prepare such amendment or supplement as soon thereafter as is reasonably practicable and to obtain and solicit the extent required by applicable Law, cause such adoptionamendment or supplement to be promptly distributed to the Company Shareholders. Notwithstanding the foregoingforegoing provisions of this Section 7.3(a), if if, on or before the a date on for which the Company Shareholders Meeting is scheduled, the Company reasonably believes that (i) it will has not receive received proxies representing a sufficient number of Company Shares to obtain the Company Requisite VoteShareholder Approval, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Shareholders Meetingpresent, the Company may postpone or adjournshall have the right to (and if requested in writing by Parent, or the Company shall) make one or more successive postponements or adjournments of, of the Company Shareholders Meeting as long as the date of Meeting; provided that the Company Shareholders Meeting is not postponed or adjourned to a date that is in the aggregate more than an aggregate of fifteen thirty (1530) calendar days in connection with any postponements or adjournments in reliance on after the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn date for which the Company Shareholders Meeting was originally scheduled (other than, any adjournments or postponements required by applicable Law, including adjournments or postponements to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be extent required under applicable Law and for such supplemental to ensure that any required supplement or amended disclosure amendment to be disseminated and reviewed by shareholders of the Company prior Proxy Statement is provided or made available to the Company Shareholders or to permit dissemination of information which is material to shareholders voting at the Company Shareholders Meeting and to give the Company Shareholders sufficient time to evaluate any such supplement or amendment or other information). In the event that Parent or any Person listed in Section 320(c) of the ICL casts any votes in respect of the Merger, Parent shall disclose to the Company its interest in the Company Shares so voted. At the Company Shareholders Meeting, Parent and Merger Sub shall cause any Company Shares owned by them and their Subsidiaries (if any) to be voted in favor of the approval of the Merger and the other transactions contemplated by this Agreement.

Company Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, the Company shall (i) The Company will, as promptly as practicable in accordance with applicable Law and the Company Articles of Incorporation and Company Code of Regulations, establish a record date for, duly call and call, give notice ofof and convene a special meeting of its shareholders (the “Company Shareholders Meeting”) for the purpose of obtaining the Company Shareholder Approval, and (ii) publish the notice of the Company Shareholders Meeting (with the proxy card required under the ICL and, for the sake of clarity, the regulations promulgated thereunder). Without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (i) the adoption of this Agreement and all transactions contemplated thereby and (ii) the Director Proposal shall be the only matters (other than procedural matters) which the Company shall propose to be acted on by the shareholders at the Company Shareholders Meeting. As soon as reasonably practicable following the date of this Agreement (and in any event within fifteen (15) Business Days), the Company shall prepare and furnish to the SEC on Form 6-K a proxy statement for the Company Shareholders Meeting (the “Proxy Statement”). The Company shall otherwise comply with the notice requirements applicable to the Company in respect of the Company Shareholders Meeting pursuant to the applicable Law, including the ICL and the regulations promulgated thereunder and the Charter Documents. Unless this Agreement is terminated pursuant to ‎‎ARTICLE IX or as Parent and the Company may otherwise agree, the Company Shareholders Meetings shall be held no later than 45 days after the publication of the notices regarding the Company Shareholders Meetings. Unless the Company Board has effected a Company Board Recommendation Change, the Company shall include the Company Board Recommendation in the Proxy Statement and use its reasonable best efforts to convene a meeting of holders of Shares cause the Proxy Statement to consider and vote upon be mailed or made available to the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion shareholders of the Company Family Meetingas promptly as practicable following its filing date. Subject Prior to the provisions mailing of Section 6.2the Proxy Statement, unless the Company Board has effected a Company Board Recommendation Change, the Company’s board Company (x) shall provide Parent with a reasonable opportunity to review and comment on any drafts of directors the Proxy Statement and related correspondence and filings, and (y) shall not unreasonably refuse to include in such drafts, correspondence and filings all comments reasonably proposed by Parent, provided that the Company Recommendation shall have no obligation to include any such comments to the extent that the Company determines in good faith, in consultation with its outside counsel, that including such comments would result in the Joint Proxy Statement/ Prospectus Statement containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event shall occur, or fact or information shall be discovered, by either the Company, Parent or Merger Sub that should be set forth in an amendment of or a supplement to the Proxy Statement, such party shall inform the others thereof and recommend at the Company Shareholders Meeting that shall, in accordance with the holders procedures set forth in this ‎‎Section 7.3(a), prepare such amendment or supplement as soon thereafter as is reasonably practicable and to the extent required by applicable Law, cause such amendment or supplement to be promptly distributed to the shareholders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoptionthe Company. Notwithstanding the foregoingforegoing provisions of this ‎Section 7.3(a), if if, on or before the a date on for which the Company Shareholders Meeting is scheduled, the Company reasonably believes that (i) it will has not receive received proxies representing a sufficient number of Company Shares to obtain the Company Requisite VoteShareholder Approval, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Shareholders Meetingpresent, the Company may postpone or adjourn, or shall have the right to make one or more successive postponements or adjournments of, of the Company Shareholders Meeting as long as the date of Meeting; provided that the Company Shareholders Meeting is not postponed or adjourned to a date that is in the aggregate more than an aggregate of fifteen twenty (1520) calendar days in connection with any postponements or adjournments in reliance on after the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn date for which the Company Shareholders Meeting was originally scheduled (other than, any adjournments or postponements required by applicable Law, including adjournments or postponements to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be extent required under applicable Law and for such supplemental to ensure that any required supplement or amended disclosure amendment to be disseminated and reviewed by shareholders of the Company prior Proxy Statement is provided or made available to the Company Shareholders or to permit dissemination of information which is material to shareholders voting at the Company Shareholders Meeting and to give the Company Shareholders sufficient time to evaluate any such supplement or amendment or other information). In the event that Parent or any Person listed in Section 320(c) of the ICL casts any votes in respect of the Merger, Parent shall disclose to the Company its interest in the Company Shares so voted. At the Company Shareholders Meeting, Parent and Merger Sub shall cause any Company Shares owned by them and their Affiliates (if any) to be voted in favor of the approval of the Merger and the other transactions contemplated by this Agreement.

Company Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement but in no event later than the fifth (5th) Business Day after the date hereof, the Company shall (i) The Company will, as promptly as practicable in accordance with applicable Law and the Company Articles of Incorporation and Company Code of Regulations, establish a record date for, duly call and call, give notice ofof and, as soon as reasonably practicable thereafter in conformity with this Section 7.3, convene a special meeting of its shareholders (the “Company Shareholders Meeting”) for the purpose of obtaining the Company Shareholder Approval, and (ii) publish the notice of the Company Shareholders Meeting (with the proxy card required under the ICL and, for the sake of clarity, the regulations promulgated thereunder). As soon as reasonably practicable following the date of this Agreement but in no event later than the fifteenth (15th) Business Day after the date hereof, the Company shall prepare and furnish to the SEC on Form 6-K a proxy statement for the Company Shareholders Meeting (the “Proxy Statement”). The Company shall otherwise comply with the notice requirements applicable to the Company in respect of the Company Shareholders Meeting pursuant to the applicable Law, including the ICL and the regulations promulgated thereunder and the Charter Documents. Unless this Agreement is terminated pursuant to ARTICLE IX or as Parent and the Company may otherwise agree, the Company Shareholders Meetings shall be held no later than 40 days after the publication of the notices regarding the Company Shareholders Meetings. Unless the Company Board has effected a Company Board Recommendation Change, the Company shall include the Company Board Recommendation in the Proxy Statement and use its reasonable best efforts to convene a meeting of holders of Shares cause the Proxy Statement to consider and vote upon be mailed or made available to the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion shareholders of the Company Family Meetingas promptly as practicable following its filing date. Subject Prior to the provisions mailing of Section 6.2the Proxy Statement, unless the Company Board has effected a Company Board Recommendation Change, the Company’s board Company (x) shall provide Parent with a reasonable opportunity to review and comment on any drafts of directors the Proxy Statement and related correspondence and filings, and (y) shall not unreasonably refuse to include in such drafts, correspondence and filings all comments reasonably proposed by Parent, provided that the Company Recommendation shall have no obligation to include any such comments to the extent that the Company determines in good faith, in consultation with its counsel, that including such comments would result in the Joint Proxy Statement/ Prospectus Statement containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event shall occur, or fact or information shall be discovered, by either the Company, Parent or Merger Sub that should be set forth in an amendment of or a supplement to the Proxy Statement, such party shall inform the others thereof and recommend at the Company Shareholders Meeting that shall, in accordance with the holders procedures set forth in this Section 7.3(a), prepare such amendment or supplement as soon thereafter as is reasonably practicable and to the extent required by applicable Law, cause such amendment or supplement to be promptly distributed to the shareholders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoptionthe Company. Notwithstanding the foregoingforegoing provisions of this Section 7.3(a), if if, on or before the a date on for which the Company Shareholders Meeting is scheduled, the Company reasonably believes that (i) it will has not receive received proxies representing a sufficient number of Company Shares to obtain the Company Requisite VoteShareholder Approval, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Shareholders Meetingpresent, the Company may postpone or adjourn, or shall have the right to make one or more successive postponements or adjournments of, of the Company Shareholders Meeting as long as the date of Meeting; provided that the Company Shareholders Meeting is not postponed or adjourned to a date that is in the aggregate more than an aggregate of fifteen thirty (1530) calendar days in connection with any postponements or adjournments in reliance on after the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn date for which the Company Shareholders Meeting was originally scheduled (other than, any adjournments or postponements required by applicable Law, including adjournments or postponements to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be extent required under applicable Law and for such supplemental to ensure that any required supplement or amended disclosure amendment to be disseminated and reviewed by shareholders of the Company prior Proxy Statement is provided or made available to the Company Shareholders or to permit dissemination of information which is material to shareholders voting at the Company Shareholders Meeting and to give the Company Shareholders sufficient time to evaluate any such supplement or amendment or other information). In the event that Parent or any Person listed in Section 320(c) of the ICL casts any votes in respect of the Merger, Parent shall disclose to the Company its interest in the Company Shares so voted. At the Company Shareholders Meeting, Parent and Merger Sub shall cause any Company Shares owned by them and their Affiliates (if any) to be voted in favor of the approval of the Merger and the other transactions contemplated by this Agreement.

Company Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement but in no event later than the fifth (5th) Business Day after the date hereof, the Company shall (i) The Company will, as promptly as practicable in accordance with applicable Law and the Company Articles of Incorporation and Company Code of Regulations, establish a record date for, duly call and call, give notice ofof and, as soon as reasonably practicable thereafter in conformity with this Section 7.3, convene an annual and special meeting of its shareholders (the “Company Shareholders Meeting”) for the purpose of (A) obtaining the Company Shareholder Approval, (B) subject to receipt of the Company Shareholder Approval, obtaining the election of the Parent Nominees plus one (1) Company nominee (“Company Nominee”) to the Company Board, and (C) approving the appointment of the Company auditors pursuant to the ICL, and (ii) publish the notice of the Company Shareholders Meeting (with the proxy card required under the ICL and, for the sake of clarity, the regulations promulgated thereunder). The agreement in the foregoing sentence concerning submission of Parent Nominees for election at the Company Shareholders Meeting shall, without limitation of the foregoing, also be deemed to constitute a request to such effect under Section 66(b) of the ICL and is agreed and acknowledged by the Company to be compliant with such Section 66(b) and the Company’s organization documents, and the Company waives any non-compliance with any of the foregoing. As soon as reasonably practicable following the date of this Agreement but in no event later than the fifteenth (15th) Business Day after the date hereof, the Company shall prepare and furnish to the SEC on Form 6-K a proxy statement for the Company Shareholders Meeting (the “Proxy Statement”). The Proxy Statement shall include the Parent Nominees and the Company Nominee (for purposes of being elected to the Company Board), and, subject to applicable Law, no other director nominees. The Company shall expand the size of the Company Board to allow the Parent Nominees and the Company Nominee to be elected to the Company Board together. The Company shall otherwise comply with the notice requirements applicable to the Company in respect of the Company Shareholders Meeting pursuant to applicable Law, including the ICL and the regulations promulgated thereunder and the Charter Documents. Unless this Agreement is terminated pursuant to ARTICLE IX or as Parent and the Company may otherwise agree in writing, the Company Shareholders Meeting shall be held no later than forty (40) days after the publication of the notices regarding the Company Shareholders Meeting. Unless the Company Board has effected a Company Board Recommendation Change in accordance with Section 5.3, the Company shall include the Company Board Recommendation and a copy of the fairness opinion described in Section 3.23 in the Proxy Statement. The Company shall, subject to applicable Law, use its reasonable best efforts to convene a meeting of holders of Shares cause the Proxy Statement to consider and vote upon the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion of the Company Family Meeting. Subject be mailed or made available to the provisions of Section 6.2, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting as promptly as practicable following its filing date. The Company shall not include in the Proxy Statement any information with respect to Parent or its Affiliates unless the form and content thereof shall have been consented to in writing by Parent prior to such inclusion, such consent not to be unreasonably delayed or withheld, and Parent agrees to provide any such information (including information about the Parent Nominees) required to be so included under applicable Law (including ICL) and Nasdaq regulations. Prior to the mailing of the Proxy Statement, unless the Company Board has effected a Company Board Recommendation Change, (x) the Company shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings, (y) the Company shall not unreasonably refuse to include in such drafts, correspondence and filings all comments reasonably proposed by Parent; provided that the holders Company shall have no obligation to include any such comments to the extent that the Company determines in good faith, in consultation with its counsel, that including such comments would result in the Proxy Statement containing an untrue statement of Shares adopt a material fact or omitting to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (z) to the extent practicable and not prohibited under applicable Law, and except as otherwise requested or required by the SEC, the Company and its outside counsel shall permit Parent and its outside counsel to participate in all communications, if any, with the SEC or Nasdaq (or any other regulatory authority), or their respective staff, as applicable (including all meetings and telephone conferences) relating to this Agreement or any of the transactions contemplated hereby. If at any time prior to the Effective Time any event shall occur, or fact or information shall be discovered, by either the Company, Parent or Merger Sub that should be set forth in an amendment of or a supplement to the Proxy Statement, such party shall inform the others thereof and shall use its reasonable best efforts the Company shall, in accordance with the procedures set forth in this Section 7.3(a), prepare such amendment or supplement as soon thereafter as is reasonably practicable and to obtain and solicit the extent required by applicable Law, cause such adoptionamendment or supplement to be promptly distributed to the Company Shareholders. Notwithstanding the foregoingforegoing provisions of this Section 7.3(a), if if, on or before the a date on for which the Company Shareholders Meeting is scheduled, the Company reasonably believes that (i) it will has not receive received proxies representing a sufficient number of Company Shares to obtain the Company Requisite VoteShareholder Approval, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Shareholders Meetingpresent, the Company may postpone or adjournshall have the right to (and if requested in writing by Parent, or the Company shall) make one or more successive postponements or adjournments of, of the Company Shareholders Meeting as long as the date of Meeting; provided that the Company Shareholders Meeting is not postponed or adjourned to a date that is in the aggregate more than an aggregate of fifteen thirty (1530) calendar days in connection with any postponements or adjournments in reliance on after the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn date for which the Company Shareholders Meeting was originally scheduled (other than, any adjournments or postponements required by applicable Law, including adjournments or postponements to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be extent required under applicable Law and for such supplemental to ensure that any required supplement or amended disclosure amendment to be disseminated and reviewed by shareholders of the Company prior Proxy Statement is provided or made available to the Company Shareholders or to permit dissemination of information which is material to shareholders voting at the Company Shareholders Meeting and to give the Company Shareholders sufficient time to evaluate any such supplement or amendment or other information). In the event that Parent or any Person listed in Section 320(c) of the ICL casts any votes in respect of the Merger, Parent shall disclose to the Company its interest in the Company Shares so voted. At the Company Shareholders Meeting, Parent and Merger Sub shall cause any Company Shares owned by them and their Subsidiaries (if any) to be voted in favor of the approval of the Merger and the other transactions contemplated by this Agreement.

Company Shareholders Meeting. (ia) The Company willshall, as promptly as practicable in accordance with applicable Law and the Company Articles of Incorporation and Company Code of Regulations, establish a record date forits Organizational Documents, duly call and call, give notice of, convene and use its reasonable best efforts to convene a meeting of holders of Shares to consider and vote upon the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion of the Company Family Meeting. Subject to the provisions of Section 6.2, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at hold the Company Shareholders Meeting that as promptly as practicable after the holders filing of Shares adopt the definitive Proxy Statement (the “Original Date”) to secure the Requisite Company Vote in respect of the approval of the Merger and this Agreement and to cause such vote to be taken, and shall use its reasonable best efforts to obtain and solicit not postpone, recess or adjourn such adoption. Notwithstanding meeting except if (i) as of the foregoing, if on or before the date on time for which the Company Shareholders Meeting is scheduledoriginally scheduled (as set forth in the definitive Proxy Statement), there are insufficient Shares represented (either in person or by proxy) in order to establish a quorum or to obtain the Requisite Company reasonably believes that (i) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or (ii) the Company Board has determined in good faith (after consultation with outside legal counsel) that it will not have enough is necessary under applicable Law to file and/or mail any supplement or amendment to the Proxy Statement to be disseminated and reviewed by the holders of Shares represented prior to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting, in each case of (i) and (ii) the Company may postpone may, or adjournif Parent so requests, shall, postpone, recess or adjourn or make one or more successive postponements postponements, recesses or adjournments of, the Company Shareholders Meeting as long as the date of the Company Shareholders Meeting is not postponed postponed, recessed or adjourned more than ten (10) days in connection with any one postponement, recess or adjournment or more than an aggregate of fifteen twenty (1520) calendar days in connection with from the Original Date, or (iii) within the five (5) Business Days prior to the Original Date or any postponements or adjournments in reliance on date that the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b)Company Shareholders Meeting is then scheduled to be held, the Company delivers a notice of an intent to make a Change of Recommendation, Parent may postpone direct the Company to postpone, recess or adjourn the Company Shareholders Meeting for up to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that ten (10) Business Days and the Company has determinedshall as promptly as practicable thereafter postpone, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental recess or amended disclosure to be disseminated and reviewed by shareholders of the Company prior to adjourn the Company Shareholders MeetingMeeting in accordance with Parent’s direction.

Company Shareholders Meeting. The Company shall (i) The call and hold the Company will, Shareholders' Meeting as promptly as practicable in accordance with applicable Law for the purpose of voting upon the approval of the Company Charter Amendment, this Agreement (including the principal terms hereof) and the Merger; it being expressly understood that the shareholder approval of the Merger and the shareholder approval of the Company Articles of Incorporation and Company Code of RegulationsCharter Amendment shall be contingent upon each other, establish a record date for, duly call and give notice of, and (ii) use its reasonable best efforts to convene a meeting of holders of Shares to consider and vote upon the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion of hold the Company Family MeetingShareholders' Meeting as soon as practicable after the date on which the Registration Statement becomes effective and (iii) shall in any event hold such Company Shareholders' Meeting within 45 days after the date on which the Registration Statement becomes effective. Subject to the provisions of Section 6.2, the Company’s board of directors shall include the The Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to solicit from its shareholders proxies in favor of the approval of the Merger and this Agreement (including the principal terms hereof), and shall take all other commercially reasonable action necessary or advisable to secure the vote or consent of stockholders required by the CGCL, to obtain such approvals, in each case in compliance with applicable Laws. Parent Stockholders' Meeting. Parent shall (i) call and solicit such adoption. Notwithstanding hold the foregoingParent Stockholders' Meeting as promptly as practicable for the purpose of obtaining the approval of the Share Issuance and the Parent Charter Amendment by the Parent stockholders, if on or before (ii) use its reasonable best efforts to hold the Parent Stockholders' Meeting as soon as practicable after the date on which the Company Shareholders Registration Statement becomes effective and (iii) shall in any event hold such Parent Stockholders' Meeting is scheduled, within 45 days after the Company reasonably believes that (i) it will not receive date on which the Registration Statement becomes effective. Parent shall use its reasonable best efforts to solicit from its stockholders proxies representing the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business in favor of the Company Shareholders MeetingShare Issuance and the Parent Charter Amendment, and shall take all other commercially reasonable action necessary or advisable to secure the Company may postpone vote or adjournconsent of stockholders required by the NASD Rule, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as the date of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days to obtain such approval in connection compliance with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Company prior to the Company Shareholders MeetingLaws.

Company Shareholders Meeting. (ia) The Company willwill take, as promptly as practicable in accordance with applicable Law and the Company Articles of Incorporation its Charter and Company Code of Regulationsbylaws, establish a record date for, duly call and give notice of, and use its reasonable best efforts all action necessary to convene a meeting of the holders of Shares (the “Company Shareholders Meeting”) as promptly as practicable after the SEC confirms that it has no further comments on the Proxy Statement, to consider and vote upon the adoption of this Agreement (and to cause such vote to be taken, and shall not postpone or adjourn such meeting, except to the “Company Shareholders Meeting) following extent required by Law or pursuant to this Section 6.4(a). Notwithstanding anything to the conclusion of contrary in this Agreement, the Company Family Meeting. Subject to may adjourn, recess, or postpone, and at the provisions request of Section 6.2Parent it shall adjourn, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at recess or postpone, the Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on or before the date on which the Company Shareholders Meeting is scheduled, the Company reasonably believes that (i) it will not receive proxies representing for a reasonable period to solicit additional proxies, if the Company Requisite Voteor Parent, whether or not a quorum is present or (ii) it respectively, reasonably believes there will not have enough be insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders MeetingMeeting or to obtain the Requisite Company Vote (provided that, unless agreed in writing by the Company and Parent, all such adjournments, recesses or postponements in the aggregate shall be for a period of no more than twenty Business Days). In addition, the Company may postpone or adjourn, recess or make one or more successive postponements or adjournments of, postpone the Company Shareholders Meeting as long as (i) with the date consent of Parent (not to be unreasonably withheld, conditioned or delayed), (ii) if the Company determines, in consultation with Parent, an amendment or supplement to the Proxy Statement is required by applicable Law (in which case the Company Shareholders Meeting shall be adjourned to the extent necessary to ensure that such required amendment or supplement is provided to the Company’s stockholders for the amount of time required by Law in advance of the Company Shareholders Meeting is not postponed Meeting) and (iii) to a date no later than the second Business Day following the expiration of any three or adjourned more than two Business Day period following written notice provided by the Company to Parent in accordance with the proviso of Section 6.2(f) regarding an aggregate intent to make a Change of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentenceRecommendation. In addition, notwithstanding the first sentence of this Subject to Section 6.5(b6.2(f), the Company may postpone or adjourn Board shall include the Company Shareholders Meeting Recommendation in the Proxy Statement and shall take all lawful action to allow reasonable additional time for obtain the filing or mailing of any supplemental or amended disclosure that the Requisite Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Company prior to the Company Shareholders MeetingVote.

Company Shareholders Meeting. (ia) The Company willwill take, as promptly as practicable in accordance with applicable Law and the Company Articles its articles of Incorporation incorporation and Company Code of Regulationsbylaws, establish a record date for, duly call and give notice of, and use its reasonable best efforts all action necessary to convene a meeting of the holders of Shares (the “Company Shareholders Meeting”) as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement, to consider and vote upon the adoption approval of this Agreement and to cause such vote to be taken, and shall not postpone or adjourn such meeting, except to the extent advised by counsel to be necessary to comply with Law or pursuant to the following sentence. Notwithstanding anything to the contrary in this Agreement, (the “Company Shareholders Meetingi) following the conclusion of the Company Family Meeting. Subject to may adjourn, recess, or postpone, and at the provisions request of Section 6.2Parent it shall adjourn, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at recess or postpone, the Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall use its for a reasonable best efforts period to obtain and solicit such adoption. Notwithstanding the foregoingadditional proxies, if on or before the date on which the Company Shareholders Meeting is scheduledor Parent, the Company respectively, reasonably believes that (i) it there will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough be insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders MeetingMeeting or to obtain the Requisite Company Vote (provided that, unless agreed in writing by the Company and Parent, all such adjournments, recesses or postponements shall be for periods of no more than 10 Business Days each) and (ii) the Company may postpone or adjourn, recess, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as the date of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing extent necessary to ensure that any required supplement or mailing of any supplemental or amended disclosure that amendment to the Company has determined, after consultation with outside legal counsel, Proxy Statement is reasonably likely provided to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the shareholders of the Company prior to for the amount of time required by Law in advance of the Company Shareholders Meeting. Subject to Section 6.2(f), the Company Board shall include the Company Recommendation in the Proxy Statement and shall take all lawful action to obtain the Requisite Company Vote.

Company Shareholders Meeting. (i) The Company will, as promptly As soon as practicable after the SEC clears the Proxy Statement, the Company, acting through the Company Board of Directors, shall take all actions in accordance with applicable Law and law, the Company Articles of Incorporation Incorporation, the Company Bylaws and Company Code the rules of RegulationsThe NASDAQ Stock Market ("NASDAQ") to duly call, establish a record date for, duly call and give notice of, convene and use its reasonable best efforts to convene a meeting hold as soon as practicable (but in any event on or around the twentieth (20th) Business Day following the mailing of holders the Proxy Statement) the Company Shareholders Meeting for the purpose of Shares to consider considering and vote voting upon the adoption approval of this Agreement (and the “Company Shareholders Meeting) following the conclusion Plan of the Company Family MeetingMerger. Subject to the provisions right of the Company Board of Directors to make an Adverse Recommendation Change under certain circumstances as specified in Section 6.25.6(b), to the fullest extent permitted by applicable Law, (i) the Company Board of Directors shall recommend approval of this Agreement, the Company’s board Plan of directors shall include Merger and the Merger by the Company Shareholders (the "Recommendation") and include such Recommendation in the Joint Proxy Statement/ Prospectus Statement and recommend at (ii) neither the Company Board of Directors nor any committee thereof shall withdraw or modify, or publicly propose or resolve to withdraw or modify in a manner adverse to Parent, the Recommendation. Unless this Agreement has been duly terminated in accordance with the terms herein, the Company shall, subject to the right of the Company Board of Directors to make an Adverse Recommendation Change under certain circumstances as specified in Section 5.6(b), take all lawful action to solicit from the Company Shareholders proxies in favor of the proposal to approve this Agreement, the Plan of Merger and the Merger and shall take all other action necessary or advisable to secure the Company Required Vote. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Shareholders Meeting (i) after consultation with Parent, solely to the extent necessary to ensure that any legally required supplement or amendment to the holders Proxy Statement is provided to the Company Shareholders or (ii) with the consent of Shares adopt this Agreement and shall use its reasonable best efforts Parent (such consent not to obtain and solicit such adoption. Notwithstanding the foregoingbe unreasonably withheld), if on or before as of the date on time for which the Company Shareholders Meeting is scheduledoriginally scheduled (as set forth in the Proxy Statement), the there are insufficient shares of Company reasonably believes that Common Stock or Company Preferred Stock represented (ieither in person or by proxy) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting; provided, the Company may postpone or adjournhowever, or make one or more successive postponements or adjournments of, that (A) the Company Shareholders Meeting as long as shall in no event be adjourned or postponed pursuant to clause (i) and (ii) of this sentence to a date that is more than 30 calendar days after the date of on which the Company Shareholders Meeting is not postponed was (or adjourned more than an aggregate was required to be) originally scheduled without the prior written consent of fifteen Parent (15) calendar days in connection solely with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(brespect to clause (i), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely such consent not to be required under applicable Law unreasonably withheld, conditioned or delayed) and for such supplemental or amended disclosure to (B) the record date shall not be disseminated and reviewed by shareholders of the Company changed without Parent's prior to the Company Shareholders Meetingwritten consent.

Company Shareholders Meeting. (ia) The Company willshall, as promptly as reasonably practicable after the date the Registration Statement is declared effective, take all action necessary, including as required by and in accordance with applicable Law and the Company WBCL, the Restated Articles of Incorporation of the Company and the Bylaws of the Company Code of Regulationsto duly call, establish a record date for, duly call and give notice of, convene and use its reasonable best efforts to convene hold a meeting of holders of Shares to consider and vote upon the adoption of this Agreement Company Shareholders (the “Company Shareholders Meeting”) following for the conclusion purpose of obtaining the requisite approval of its shareholders (the “Company Shareholder Approval”). The Company and the Company Family Meeting. Subject to the provisions of Section 6.2, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall Board will use its their reasonable best efforts to obtain from its shareholders the votes in favor of the adoption of this Agreement required by the WBCL and solicit such adoption. Notwithstanding the foregoingotherwise, if on or before the date on which including by recommending that the Company Shareholders Meeting vote in favor of this Agreement, and the Company and the Company Board will not withdraw, qualify or adversely modify (or publicly propose or resolve to withdraw, qualify or adversely modify) the Company Board’s recommendation to the Company Shareholders that the Company Shareholders vote in favor of the adoption and approval of this Agreement (an “Adverse Recommendation”). However, if, prior to the time the Company Shareholder Approval is scheduledobtained, the Company reasonably believes Board, after consultation with its financial advisor and outside counsel, determines in good faith that (i) it will not receive proxies representing (A) an Acquisition Proposal constitutes a Superior Proposal or (B) a change or effect has occurred following the Company Requisite Votedate hereof, whether or not a quorum is present or and (ii) in each case it will not have enough Shares represented is reasonably likely that to constitute continue to recommend this Agreement to its shareholders in light of such Acquisition Proposal or change or effect would result in a quorum necessary to conduct violation of its fiduciary duties under the business of WBCL, then, in submitting this Agreement at the Company Shareholders Meeting, the Company Board may postpone make an Adverse Recommendation or adjournpublicly propose or resolve to make an Adverse Recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended); provided, that the Company Board may not take any actions under this sentence unless (i) it gives Buyer at least three (3) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Company Board in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or make one any amendment or more successive postponements modification thereof, or, in the event such action is taken by the Company Board in response to a change or adjournments ofeffect of the type referred to above not involving an Acquisition Proposal, a description in reasonable detail such other change or effect) and (ii) at the end of such notice period, the Company Shareholders Meeting as long as the date of Board takes into account any amendment or modification to this Agreement proposed by Buyer and the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determinedBoard, after consultation with its financial advisor and outside legal counsel, is determines in good faith that (A) in the case of an Acquisition Proposal, the Acquisition Proposal continues to constitute a Superior Proposal and (B) it remains reasonably likely that to continue to recommend this Agreement (as it may be proposed to be required amended) to its shareholders in light of such Acquisition Proposal or change or effect would result in a violation of its fiduciary duties under applicable Law and for such supplemental or amended disclosure the WBCL. Any material amendment to any Acquisition Proposal will be deemed to be disseminated a new Acquisition Proposal for purposes of this Section 5.5 and reviewed by shareholders of the Company prior will require a new notice period as referred to the Company Shareholders Meetingin this Section 5.5.

Company Shareholders Meeting. (i) The Company willshall call and hold a meeting of the Company Shareholders for the purpose of voting upon the adoption and approval of this Agreement and the transactions contemplated by this Agreement (such meeting, the “Company Shareholders’ Meeting”). The Company Shareholders’ Meeting shall be held (the date of such meeting, the “Company Meeting Date”) as promptly as practicable in accordance with applicable Law and the Company Articles of Incorporation and Company Code of Regulations, establish a record date for, duly call and give notice of, and use its reasonable best efforts to convene a meeting of holders of Shares to consider and vote upon the adoption of this Agreement (the “Company Shareholders Meetingbut no later than fifty (50) days) following the conclusion earliest of the Company Family Meeting. Subject to the provisions of Section 6.2, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on or before the date on which the Company Shareholders Meeting is scheduled, SEC staff advises the Company that it has no further comments on the Proxy Statement and Schedule 13E-3 or that it is not reviewing the Proxy Statement and Schedule 13E-3. The initial Company Meeting Date and the initial record date therefor shall be set in consultation with Parent and shall be reasonably believes satisfactory to Parent; provided that (i) it will not receive proxies representing the Company Requisite Votemay, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Shareholders Meetingin its reasonable discretion, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as the date of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders’ Meeting after consultation with Parent, (A) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company Shareholders Meeting within a reasonable amount of time in advance of the Company Shareholders’ Meeting, (B) to allow reasonable additional time for the filing or mailing and dissemination of any supplemental or amended disclosure document that the Company Special Committee has determined, determined in good faith (after consultation with the Special Committee’s outside legal counsel, ) is reasonably likely to be required under applicable Law to be filed and disseminated or (C) to permit additional time to solicit the Required Shareholder Vote if sufficient proxies constituting the Required Shareholder Vote have not been received by the Company and (ii) the Company shall, to the extent requested by Parent, postpone or adjourn the Company Shareholders’ Meeting no more than once and for such supplemental no more than thirty (30) days, to permit additional time to solicit the Required Shareholder Vote if sufficient proxies constituting the Required Shareholder Vote have not been received by the Company. The Company shall keep the Purchasers updated with respect to proxy solicitation results as reasonably requested by Parent or amended disclosure Merger Sub. Notwithstanding anything to be disseminated and reviewed by shareholders the contrary contained in this Agreement, unless this Agreement shall have been terminated prior to the date of the Company prior to Shareholders’ Meeting in accordance with its terms, the obligation of the Company Shareholders Meeting.to call, give notice of, convene and hold the Company Shareholders’ Meeting in accordance with this Section 6.03 shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to it of any Acquisition Proposal or by the making of an Adverse Company Recommendation. 41

Company Shareholders Meeting. (i) The Company willshall, as promptly soon as reasonably practicable after the Proxy Statement is cleared by the SEC for mailing to the Company’s shareholders in accordance with applicable Law and the Company Articles of Incorporation and Company Code of Regulations, establish a record date forSection 5.3(a), duly call and call, give notice of, convene and hold a meeting of the holders of the Company Shares (the “Company Shareholders’ Meeting”) for the purpose of seeking the Company Requisite Vote; provided, that the Company shall not be required to convene and hold the Company Shareholders’ Meeting prior to the Cut-Off Time. The Company, through the Company Board, shall recommend to holders of the Company Shares that they vote in favor of the Company Merger so that the Company may obtain the Company Requisite Vote (the “Company Recommendation”) and the Company shall use its reasonable best efforts to convene a meeting solicit the Company Requisite Vote (including by soliciting proxies from the Company’s shareholders), except in each case to the extent that the Company Board shall have effected an Adverse Recommendation Change, as permitted by and determined in accordance with Section 5.6. The Company shall keep Parent reasonably informed with respect to proxy solicitation results as reasonably requested by Parent. Unless this Agreement is terminated in accordance with its terms, the Company shall not submit to the vote of its shareholders any Company Acquisition Proposal. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Shareholders’ Meeting after consultation with Parent (A) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the holders of Company Shares within a reasonable amount of time in advance of a vote on the Company Merger, (B) if additional time is reasonably required to consider and vote upon solicit proxies in favor of the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion approval of the Company Family Meeting. Subject to the provisions of Section 6.2, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on or before the date on which the Company Shareholders Meeting is scheduled, the Company reasonably believes that (i) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present Merger or (iiC) it will not have enough if there are insufficient Company Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Shareholders’ Meeting; provided, that, in the case of clause (B) or clause (C), without the written consent of Parent, in no event shall the Company Shareholders’ Meeting (as so postponed or adjourned) be held on a date that is more than thirty (30) days after the date for which the Company Shareholders’ Meeting was originally scheduled. Unless this Agreement shall have been terminated in accordance with Article VII, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as the date obligations of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In additionrespect to calling, notwithstanding the first sentence of this Section 6.5(b)giving notice of, convening and holding the Company Shareholders’ Meeting and mailing the Proxy Statement (and any amendment or supplement thereto that may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Company prior Law) to the Company Shareholders MeetingCompany’s shareholders shall not be affected by an Adverse Recommendation Change.

Company Shareholders Meeting. As soon as reasonably practicable following the Agreement Date, but in no event later than the fifteenth (15th) Business Day after the Agreement Date, the Company shall (i) The Company will, as promptly as practicable in accordance with applicable Law and the Company Articles of Incorporation and Company Code of Regulations, establish a record date for, duly call call, and give notice of, and use its reasonable best efforts to convene of a special meeting of holders of Shares to consider and vote upon the adoption of this Agreement its shareholders (the “Company Shareholders Meeting”) following for the conclusion purpose of obtaining the Company Family Meeting. Subject to Requisite Shareholder Approval and (ii) publish the provisions notice of Section 6.2, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting that (with the holders proxy card (Ktav Hatzbaa) required under the ICL and the regulations promulgated thereunder) (the “Notice Date”). As soon as reasonably practicable following the Agreement Date, but in no event later than the fortieth (40th) day after the Agreement Date, the Company shall prepare and furnish to the SEC on Form 6-K a proxy statement, letter to stockholders, notice of Shares adopt this Agreement meeting and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on or before the date on which form of proxy for the Company Shareholders Meeting is scheduled, (the “Proxy Statement”). Once the Company reasonably believes that (i) it will not receive proxies representing the Company Requisite Vote, whether or not has established a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of record date for the Company Shareholders Meeting, the Company may postpone shall not change such record date or adjourn, or make one or more successive postponements or adjournments of, establish a different record date without the prior written consent of Parent. The Company shall otherwise comply with the notice requirements applicable to the Company Shareholders Meeting as long as the date in respect of the Company Shareholders Meeting is not postponed or adjourned more pursuant to the ICL and the Articles. The Company Shareholders Meeting shall be held no later than an aggregate the first Business Day after the fortieth (40th) day after the Notice Date. The Company shall include the Company Board Recommendation in the Proxy Statement. The Company will include a copy of fifteen (15) calendar days any fairness opinion obtained by the Company Board in connection with the approval by the Company Board of the Merger and the Transactions in the Proxy Statement and a disclosure relating to any postponements financial advisor rendering such opinions (including the amount of fees and other consideration that such financial advisors will receive upon consummation of or adjournments in reliance on as a result of the preceding sentence. In additionMerger, notwithstanding and the first sentence of this Section 6.5(bconditions therefor), in each case, consistent with the ICL. The Company may postpone or adjourn shall cause the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely Proxy Statement to be required under applicable Law and for such supplemental or amended disclosure mailed to be disseminated and reviewed by the shareholders of the Company as promptly as practicable following its filing date. Subject to Section 5.3 and unless there has been a Company Board Recommendation Change, the Company will use its reasonable best efforts to solicit proxies to obtain the Requisite Shareholder Approval. Without the prior written consent of Parent, obtaining the Requisite Shareholder Approval and adjournment shall be the only matters (other than procedural matters) which the Company shall propose to be acted on at the Company Shareholders Meeting. In the event that Parent or any Person listed in Section 320(c) of the ICL casts any votes in respect of the Merger, Parent shall disclose to the Company its interest in the Company Ordinary Shares so voted. At the Company Shareholders Meeting, Parent and Merger Sub shall cause any Company Ordinary Shares owned by them and their Affiliates (if any) to be voted in favor of the approval of the Merger and the other transactions contemplated by this Agreement.

Company Shareholders Meeting. (ia) The Company, acting through the Company willBoard, as promptly as practicable shall take all actions in accordance with applicable Law law (including without limitation all applicable requirements of the Code and ERISA with respect to the shares of Company Common Stock held by any Company Employee Plan) and its Articles of Incorporation and Company Code of RegulationsBylaws to promptly and duly call, establish a record date for, duly call and give notice of, convene and use its reasonable best efforts to convene a meeting hold as promptly as practicable, and in any event within 45 days after the declaration of holders of Shares to consider and vote upon the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion effectiveness of the Company Family Meeting. Subject to the provisions of Section 6.2Registration Statement, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting for the purpose of considering and voting upon the Company Voting Proposal. Subject to Section 6.1(b), to the fullest extent permitted by applicable law, (i) the Company Board shall recommend approval and adoption of the Company Voting Proposal by the shareholders of the Company and include in the Proxy Statement/Prospectus such recommendation, and (ii) neither the Company Board nor any committee thereof shall withdraw or modify, or propose or resolve to withdraw or modify in a manner adverse to the Buyer, the recommendation of the Company Board that the holders Company's shareholders vote in favor of Shares adopt this Agreement the Company Voting Proposal. The Company shall take all action that is both reasonable and lawful to solicit from its shareholders proxies in favor of the Company Voting Proposal and shall use its reasonable best efforts take all other action necessary or advisable to secure the vote or consent of the Company Shareholders required by the rules of The Nasdaq Stock Market or the VSCA to obtain and solicit such adoptionapprovals. Notwithstanding anything to the foregoingcontrary contained in this Agreement, after consultation with the Buyer, the Company may adjourn or postpone the Company Shareholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement/Prospectus is provided to the Company's shareholders or, if on or before as of the date on time for which the Company Shareholders Meeting is scheduled, originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of Company reasonably believes that Common Stock represented (ieither in person or by proxy) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as the date of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Company prior to the Company Shareholders Meeting.

Company Shareholders Meeting. (i) The Subject to Section 5.5, the Company will, as promptly as practicable shall take all necessary actions in accordance with applicable Law Law, the organizational documents of the Company and the Company Articles applicable rules of Incorporation and Company Code of Regulations, the NASDAQ to establish a record date for, duly call and call, give notice of, convene and use its reasonable best efforts to convene a meeting hold the Company Shareholders Meeting as promptly as reasonably practicable after confirmation by the SEC that the SEC has no further comments on the Proxy Statement, for the purpose of holders of Shares to consider (i) voting on the approval and vote upon the adoption of this Agreement and the Merger, which such Company Shareholders Meeting shall be held on a date selected by the Company in consultation with Parent and (ii) in accordance with Section 14A of the “Exchange Act, seeking advisory approval of a proposal in connection with a non- binding, advisory vote to approve certain compensation that may become payable to the Company’s named executive officers in connection with the consummation of the Merger. The Company shall cause the Proxy Statement to be mailed to the Company Shareholders entitled to vote at the Company Shareholders Meeting) following , and comply with all legal requirements applicable to the conclusion of Proxy Statement and the Company Family Shareholders Meeting. Subject to the provisions of Section 6.25.5, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to submit this Agreement for adoption by the Company Shareholders at the Company Shareholders Meeting and obtain and solicit such adoptionthe Requisite Company Vote. Notwithstanding anything to the foregoingcontrary contained in this Agreement, the Company may adjourn, recess, reconvene or postpone the Company Shareholders Meeting if (x) after consultation with Parent, the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is required by applicable Law to postpone or adjourn the Company Shareholders Meeting to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company Shareholders within a reasonable amount of time in advance of the Company Shareholders Meeting or (y) after consultation with Parent, if on or before as of the date on time for which the Company Shareholders Meeting is scheduled, originally scheduled (as set forth in the Proxy Statement) there are insufficient Company reasonably believes that Common Shares present (ieither in person or by proxy) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting. Notwithstanding the foregoing, without the Company may postpone or adjourn, or make one or more successive postponements or adjournments ofprior written consent of Parent, the Company Shareholders Meeting as long as will not be postponed or adjourned with respect to clause (y) of this Section 5.3, by more than 30 calendar days after the date of on which the Company Shareholders Meeting is not postponed was (or adjourned more than an aggregate of fifteen (15was required to be) calendar days in connection with any postponements or adjournments in reliance on the preceding sentenceoriginally scheduled. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Company prior to the Company Shareholders Meeting5.4.

Company Shareholders Meeting. (ia) The Company willshall take all action necessary under applicable Law to, in consultation with Parent, establish a record date for, call, give notice of and hold a meeting of the holders of Company Shares to consider and vote on the Merger and any other proposals set forth in the Proxy Statement (such meeting, the “Company Shareholders’ Meeting”). The Company Shareholders’ Meeting shall be held as promptly as practicable practicable, in accordance with applicable Law and the Company’s Governing Documents, after the Form F-4, is declared effective by the SEC. Parent and the Company Articles of Incorporation and Company Code of Regulations, establish a record date for, duly call and give notice of, and shall use its reasonable best commercial reasonably efforts to convene a meeting of holders of Shares to consider and vote upon the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion of the Company Family Meeting. Subject to the provisions of Section 6.2, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at hold the Company Shareholders Meeting and the Parent Shareholders’ Meeting on the same day. The Company shall take reasonable measures to ensure that all proxies solicited in connection with the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoptionCompany Shareholders’ Meeting are solicited in compliance with all applicable Law. Notwithstanding anything to the foregoingcontrary contained herein, if on the date of the Company Shareholders’ Meeting, or before a date preceding the date on which the Company Shareholders Shareholders’ Meeting is scheduled, the Company reasonably believes that (i) it will not receive proxies representing sufficient to obtain the Company Requisite Required Vote, whether or not a quorum is would be present or (ii) it will not have enough sufficient Company Shares represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Shareholders’ Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Shareholders’ Meeting as long as the date of the Company Shareholders Shareholders’ Meeting is not postponed or adjourned more than an aggregate of fifteen (15) 30 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Company prior to the Company Shareholders Meetingadjournments.

Company Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, but in no event later than the fifth (5th) Business Day after the date hereof, the Company shall (i) The Company will, as promptly as practicable in accordance with applicable Law and the Company Articles of Incorporation and Company Code of Regulations, establish a record date for, duly call and call, give notice ofof and convene a special meeting of its shareholders (the “Company Shareholders Meeting”) for the purpose of obtaining the Company Shareholder Approval, (ii) publish the notice of the Company Shareholder Meeting (with the proxy card (Ktav Hatzbaa) required under the ICL and the regulations promulgated thereunder). As soon as reasonably practicable following the date of this Agreement, but in no event later than the fifteenth (15th) Business Day after the date hereof, the Company shall prepare and file with the ISA and furnish to the SEC on Form 6-K a proxy statement for the Company Shareholders Meeting (the “Proxy Statement”). The Company shall otherwise comply with the notice requirements applicable to the Company in respect of the Company Shareholders Meeting pursuant to the ICL and the regulations promulgated thereunder and the Charter Documents. Unless this Agreement is terminated pursuant to ‎Article IX or as Parent and the Company may otherwise agree, the Company Shareholders Meeting shall be held no later than 40 days after the publication of the notice regarding the Company Shareholders Meeting. Unless the Company Board (or a committee thereof) has effected a Company Board Recommendation Change, the Company shall include the Company Board Recommendation and a copy of any fairness opinion obtained by the Company Board in connection with the approval by the Company Board of the Merger and the other transactions contemplated hereby in the Proxy Statement and use its reasonable best efforts to convene a meeting of holders of Shares cause the Proxy Statement to consider and vote upon be mailed to the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion shareholders of the Company Family Meetingas promptly as practicable following its filing date. Subject The Company shall not include in the Proxy Statement any information with respect to Parent or its Affiliates, unless the form and content thereof shall have been consented to in writing by the Parent prior to such inclusion and Parent agrees to provide any such information required to be so included under applicable Law. Prior to the provisions mailing of Section 6.2the Proxy Statement, the Company’s board of directors shall include unless the Company Board (or a committee thereof) has effected a Company Board Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on or before the date on which the Company Shareholders Meeting is scheduledChange, the Company (x) shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings, (y) shall include in such drafts, correspondence and filings all comments reasonably believes proposed by Parent, provided that (i) it will not receive proxies representing the Company Requisite Voteshall have no obligation to include any such comments to the extent that the Company determines in good faith, whether in consultation with its counsel, that including such comments would result in the Proxy Statement containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (z) to the extent practicable and not prohibited under applicable Law, the Company and its outside counsel shall permit Parent and its outside counsel to participate in all communications, if any, with the SEC, ISA, Nasdaq or TASE, or their respective staff, as applicable (including all meetings and telephone conferences) relating to this Agreement or any of the transactions contemplated hereby. If at any time prior to the Effective Time any event shall occur, or fact or information shall be discovered, by either the Company, Parent or Merger Sub that should be set forth in an amendment of or a quorum supplement to the Proxy Statement, such party shall inform the others thereof and the Company shall, in accordance with the procedures set forth in this ‎Section 7.3(a), prepare such amendment or supplement as soon thereafter as is present reasonably practicable and to the extent required by applicable Law, cause such amendment or (iisupplement to be promptly distributed to the shareholders of the Company. In the event that Parent or any Person listed in Section 320(c) it will not have enough of the ICL casts any votes in respect of the Merger, Parent shall disclose to the Company its interest in the Company Shares represented to constitute a quorum necessary to conduct the business of so voted. At the Company Shareholders Meeting, the Parent and Merger Sub shall cause any Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as the date Shares owned by them and their Affiliates (if any) to be voted in favor of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders approval of the Company prior to Merger and the Company Shareholders Meetingother transactions contemplated by this Agreement.

Company Shareholders Meeting. (ia) The Company willwill take, as promptly as practicable in accordance with applicable Law and the Company Articles its articles of Incorporation incorporation and Company Code of Regulationsbylaws, establish a record date for, duly call and give notice of, and use its reasonable best efforts all action necessary to convene a meeting of the holders of Shares (the “Company Shareholders Meeting”) as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement, to consider and vote upon the adoption approval of this Agreement and to cause such vote to be taken, and shall not postpone or adjourn such meeting, except to the extent advised by counsel to be necessary to comply with Law or pursuant to the following sentence. Notwithstanding anything to the contrary in this Agreement, (the “Company Shareholders Meetingi) following the conclusion of the Company Family Meeting. Subject to may adjourn, recess, or postpone, and at the provisions request of Section 6.2Parent it shall adjourn, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at recess or postpone, the Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall use its for a reasonable best efforts period to obtain and solicit such adoption. Notwithstanding the foregoingadditional proxies, if on or before the date on which the Company Shareholders Meeting is scheduledor Parent, the Company respectively, reasonably believes that (i) it there will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough be insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders MeetingMeeting or to obtain the Requisite Company Vote (provided that, unless agreed in writing by the Company and Parent, all such adjournments, recesses or postponements shall be for periods of no more than 10 Business Days each) and (ii) the Company may postpone or adjourn, recess, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as the date of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing extent necessary to ensure that any required supplement or mailing of any supplemental or amended disclosure that amendment to the Company has determined, after consultation with outside legal counsel, Proxy Statement is reasonably likely provided to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the shareholders of the Company prior to for the amount of time required by Law in advance of the Company Shareholders Meeting.. Subject to Section 6.2(f), the Company Board shall include the Company Recommendation in the Proxy Statement and shall take all lawful action to obtain the Requisite Company Vote. -45-

Company Shareholders Meeting. (i) The Company willshall take all action necessary to duly call, as promptly as practicable in accordance with applicable Law and the Company Articles of Incorporation and Company Code of Regulations, establish a record date for, duly call and give notice of, convene, and hold the Company Shareholders Meeting as soon as reasonably practicable after the date of this Agreement and in no event later than thirty (30) days following the date on which the definitive version of the Company Proxy Statement is first mailed to holders of the Company Common Stock. Xxxxx Xxxxx, Chairman of the Special Committee, shall serve as Chairman of the Company Shareholders Meeting. Except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change as permitted by Section 5.03, the Company Proxy Statement shall include the Company Board Recommendation. Subject to Section 5.03, the Company shall use its reasonable best efforts to convene a meeting of to: (i) solicit from the holders of Shares to consider and vote upon Company Common Stock proxies in favor of the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion and approval of the Merger; and (ii) take all other actions reasonably necessary or advisable to secure the vote of the holders of Company Family MeetingCommon Stock required by applicable Law to obtain such approval. Subject to the provisions of Section 6.2Except as required by applicable Law, the Company’s board of directors Company shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend not submit any other proposals for approval at the Company Shareholders Meeting that without the holders prior written consent of Shares adopt this Agreement Parent (which shall not be unreasonably withheld, conditioned or delayed). The Company shall have the right, after good faith consultation with Parent, to, and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding at the foregoingrequest of Parent, if on postpone or before the date on which adjourn the Company Shareholders Meeting is scheduledfor no longer than twenty (20) Business Days in the aggregate: (A) for the absence of a quorum, the Company reasonably believes that (i) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or (iiB) it will not have enough Shares represented to constitute a quorum necessary allow reasonable additional time to conduct solicit additional proxies to the business extent that at such time, taking into account the amount of time until the Company Shareholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as the date has not received a number of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure proxies that the Company has determined, after consultation with outside legal counsel, is would reasonably likely be believed to be required under applicable Law and for such supplemental or amended disclosure sufficient to be disseminated and reviewed by shareholders of obtain the Requisite Company prior to Vote at the Company Shareholders Meeting.