Common use of Company Shareholders Meeting Clause in Contracts

Company Shareholders Meeting. (a) The Company shall establish a record date for determining shareholders of the Company entitled to vote at the Shareholders’ Meeting (the “Record Date”) in consultation with Parent and shall not change such Record Date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parent, unless required to do so by applicable Law; provided that, in the event that the date of the 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 Special Committee), the Company agrees that unless Parent shall have otherwise approved in writing, the Company shall implement such adjournment or other delay in such a way that the Company 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) days after such confirmation, the Company shall (i) mail or cause to be mailed the Proxy Statement to the holders of Shares (and concurrently furnish the Proxy Statement under Form 6-K), including Shares represented by ADSs, as of the Record Date, and (ii) 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 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 Section 6.02(b), without the consent of Parent, the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, are the only matters (other than procedural matters) that shall be proposed to be voted upon by the shareholders of the Company at the Shareholders’ Meeting.

Company Shareholders Meeting. (a) The Company shall establish duly call, give notice of, convene and hold a meeting of its shareholders (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 this Agreement and the Transactions in accordance with applicable Law. In connection with the Company Shareholders’ Meeting, the Company shall (i) subject to Section 5.02(b), recommend approval and adoption of this Agreement and the Transactions by the Company’s shareholders in the Joint Proxy Statement/Prospectus 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 reasonable best efforts to solicit from its shareholders proxies in favor of (it being understood that a proxy card will be deemed “in favor of” a matter to be acted upon by the Company’s shareholders if it provides the shareholder with the ability to either vote for, vote against or abstain from voting on such matter) the adoption of this Agreement and take all other actions reasonably necessary or advisable to secure the approval and adoption of this Agreement and the Transactions by the Company’s shareholders, provided that nothing in this Section 5.04 shall prohibit the Company Board or any committee thereof from making a Company Adverse Recommendation Change in compliance with this Agreement. The Company shall keep Parent, Infiniti, Holdco and Merger Sub reasonably updated with respect to proxy solicitation results as reasonably requested by Parent, Infiniti, Holdco or Merger Sub, and shall direct its proxy soliciting agent to provide Parent and its Representatives with the results of all proxy tabulations provided by such proxy soliciting agent to the Company. The Company shall not, without the prior written consent of Parent, 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 the date on which the Company Shareholders’ Meeting is then scheduled, the Company has not received proxies representing a sufficient number of Company Ordinary Shares to obtain the Company Shareholder Approval; (ii) 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’ Meeting; or (iii) 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 Joint Proxy Statement/Prospectus to be timely provided to the holders of Company Ordinary Shares. Once the Company has established a record date for determining shareholders of the Company entitled to vote at the Shareholders’ Meeting (Meeting, the “Record Date”) in consultation with Parent and Company shall not change such Record Date record date or establish a different record date for the Company Shareholders’ Meeting without the prior written consent of ParentParent (not to be unreasonably withheld, delayed or conditioned), unless required to do so by applicable Law; provided that, in Law or the event that Company’s organizational documents. Without the date of the 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 Special Committee), the Company agrees that unless Parent shall have otherwise approved in writing, the Company shall implement such adjournment or other delay in such a way that the Company 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) days after such confirmation, the Company shall (i) mail or cause to be mailed the Proxy Statement to the holders of Shares (and concurrently furnish the Proxy Statement under Form 6-K), including Shares represented by ADSs, as of the Record Date, and (ii) 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 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 Section 6.02(b), without the prior written consent of Parent, the authorization adoption of this Agreement and the approval of this Agreement, the Plan of Merger and the Transactions, Transactions (including the Merger, are ) shall be the only matters (other than procedural matters) that shall be proposed matters of procedure and matters required by applicable Law to be voted upon on by the Company’s shareholders in connection with the approval of this Agreement and the Transactions) 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’ Meeting shall be held in accordance with the terms hereof unless this Agreement is terminated in accordance with Article 9.

Company Shareholders Meeting. (a) The Company and its board of directors shall establish a record date for determining shareholders of the Company entitled to vote at the Shareholders’ Meeting (the “Record Date”) in consultation with Parent and shall not change such Record Date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parent, unless required to do so by applicable Law; provided thattake, in accordance with applicable Law and the event that the date Company’s articles of the Shareholders’ Meeting as originally called is for any reason adjourned or otherwise delayedincorporation and bylaws, except as required by applicable Laws (as determined in good faith by the Special Committee)all action necessary to call, the Company agrees that unless Parent shall have otherwise approved in writinggive notice of, the Company shall implement such adjournment or other delay in such a way that the Company does not establish a new Record Date for the Shareholders’ Meetingconvene, and hold, as so adjourned or delayed. As soon promptly as reasonably practicable after the SEC confirms that it has no further comments date on which the Schedule 13E-3 Registration Statement becomes effective under the Securities Act, a meeting of the Company’s shareholders (including any and all adjournments or that it is not reviewing the Schedule 13E-3 but in any event no later than five (5) days after such confirmationpostponements thereof, the “Company Meeting”) for the purpose of the Company’s shareholders considering and 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 SmartFinancial, 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) mail or cause the Company and its board of directors shall at all times prior to be mailed and during the Proxy Statement Company Meeting recommend to the holders Company’s shareholders the approval of Shares (this Agreement and concurrently furnish the Proxy Statement under Form 6-K), including Shares represented by ADSs, as of the Record Date, transactions contemplated hereby and take all reasonable and lawful action to solicit and obtain such approval and (ii) instruct the Depositary Company’s board of directors shall not withdraw, modify, or qualify in any manner adverse to (A) fix SmartFinancial its recommendation that the Record Date as Company’s shareholders approve this Agreement and 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 transactions contemplated hereby, or take any other action or make any other public statement inconsistent with such recommendation (the actions prohibited by this clause (ii) being referred to as an “Record ADS HoldersEntegra Change of Recommendation”), (B) provide all proxy solicitation materials to 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 Section 6.02(b), without the consent of Parent, the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, are the only matters (other than procedural matters) that shall be proposed to be voted upon by the shareholders of the Company at the Shareholders’ Meeting.

Company Shareholders Meeting. (a) The Company shall establish a record As promptly as practicable following the date for determining shareholders hereof, the Company, in cooperation with and subject to the approval of the Special Committee, shall, in accordance with applicable Law (in the case of each of clauses (i) to (iv), unless the Company entitled Board (acting through the Special Committee) has effected a Company Board Recommendation Change or entered into an Alternative Acquisition Agreement): (i) prepare and cause to vote at be filed with the Shareholders’ Meeting SEC as an exhibit to the Schedule 13E-3 a preliminary proxy statement (the “Record DatePreliminary Proxy Statement”) in relating to this Agreement and the transactions contemplated by this Agreement; (ii) after consultation with Parent and shall not change Acquisition, respond as promptly as reasonably practicable to any comments made by the SEC with respect to the Preliminary Proxy Statement (including filing as promptly as reasonably practicable any amendments or supplements thereto necessary to be filed in response to any such Record Date comments or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parent, unless required to do so by applicable Law; provided that, in the event that the date of the Shareholders’ Meeting as originally called is for any reason adjourned or otherwise delayed, except as required by applicable Laws Law); (as determined in good faith by the Special Committee), the Company agrees that unless Parent shall iii) use reasonable best efforts to have otherwise approved in writing, the Company shall implement such adjournment or other delay in such a way that the Company does not establish a new Record Date for the Shareholders’ Meeting, as so adjourned or delayed. As soon as practicable after the SEC confirms confirm that it has no further comments on thereto; and (iv) cause a definitive proxy statement, letter to shareholders, notice of meeting and form of proxy accompanying the Schedule 13E-3 proxy statement that will be provided to the Company Shareholders in connection with the solicitation of proxies for use at the Company Shareholders Meeting (collectively, as amended or that it is not reviewing the Schedule 13E-3 but in any event no later than five (5) days after such confirmationsupplemented, the Company shall (i) mail or cause “Proxy Statement”), to be mailed to the Company Shareholders at the earliest practicable date after the date that the SEC confirms it has no further comments. Acquisition shall as promptly as practicable furnish all information as the Company may reasonably request and otherwise cooperate with and assist the Company, at the Company’s reasonable request, in connection with the preparation of the Preliminary Proxy Statement, the Proxy Statement to the holders of Shares (and concurrently furnish the Proxy Statement under Form 6-K), including Shares represented by ADSs, as of the Record Date, and (ii) 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 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 Section 6.02(b), without the consent of Parent, the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, are the only matters (other than procedural matters) that shall be proposed actions to be voted upon taken by the shareholders of the Company at the Shareholders’ Meetingunder this Section 7.3(a).

Company Shareholders Meeting. The Company shall, as soon as reasonably practicable after the Proxy Statement is cleared by the SEC for mailing to the Company's stockholders in accordance with Section 5.3(a), duly call, give notice of, convene and hold a meeting of the holders of the Company Shares (athe "Company Shareholders' Meeting") for the purpose of seeking the Company Requisite Vote. The Company shall establish a record date for determining use its commercially reasonable efforts to commence mailing the Proxy Statement to shareholders of the Company entitled to vote at the Shareholders’ Meeting (the “Record Date”) in consultation with Parent and shall not change such Record Date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parent, unless required to do so by applicable Law; provided that, in the event that the date of the 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 Special Committee), the Company agrees that unless Parent shall have otherwise approved in writing, the Company shall implement such adjournment or other delay in such a way that the Company 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) days after such confirmationBusiness Days following clearance of the Proxy Statement by the SEC. 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 reasonable best efforts to solicit the Company Requisite Vote (including by soliciting proxies from the Company's stockholders), 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 the Parent Entities reasonably informed with respect to proxy solicitation activities and daily vote tallies as reasonably requested by the Parent Entities. Unless this Agreement is terminated in accordance with its terms, the Company shall not submit to the vote of its stockholders any Company Acquisition Proposal other than the Company Merger and the other transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Company may (iand at the written request of the Parent Entities shall) mail adjourn or cause postpone the Company Shareholders' Meeting after consultation with the Parent Entities (A) to be mailed the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the holders of Company Shares (and concurrently furnish within a reasonable amount of time in advance of a vote on the Proxy Statement under Form 6-K), including Shares represented by ADSs, as of the Record Date, and (ii) 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”)Company Merger, (B) provide all proxy solicitation materials if additional time is reasonably required to all Record ADS Holders, and solicit proxies in favor of the approval of the Company Merger or (C) vote all if there are insufficient Company Shares represented (either in person or by ADSs proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders' Meeting; provided that in accordance with the instructions case of such corresponding Record ADS Holders. Subject to Section 6.02(bclause (B) or clause (C), without the written consent of Parentthe Parent Entities, 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 authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, are the only matters (other than procedural matters) that shall be proposed to be voted upon by the shareholders obligations of the Company at with respect to calling, giving notice of, convening and holding the Company Shareholders’ Meeting' Meeting and mailing the Proxy Statement (and any amendment or supplement thereto that may be required by Law) to the Company's stockholders shall not be affected by an Adverse Recommendation Change.

Company Shareholders Meeting. (a) The Company shall establish a record shall, in accordance with applicable Law and the Company Charter and the Company Bylaws, duly call, give notice of, convene and hold the Company Shareholders Meeting as promptly as reasonably practicable after the date that the Proxy Statement is cleared by the SEC for determining shareholders the purpose of obtaining the Company Shareholder Approval, the Special Shareholder Approval and the Company Charter Amendment Approval. Except as is reasonably likely to be required by the duties of the Company entitled to vote at the Shareholders’ Meeting (the “Record Date”) in consultation with Parent and shall not change such Record Date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parent, unless required to do so by Board under applicable Law; provided that, in the event that the date of the 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 Special Committee), the Company agrees that unless Parent shall have otherwise approved in writing, the Company shall implement such adjournment or other delay include in such a way that the Proxy Statement the recommendation of the Company does not establish a new Record Date for Board that Company’s shareholders approve 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) days after such confirmationMerger, the Company shall (i) mail or cause to be mailed Charter Amendment and the Proxy Statement to the holders of Shares (and concurrently furnish the Proxy Statement under Form 6-K), including Shares represented by ADSs, as of the Record Date, and (ii) 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 other transactions contemplated hereby (the “Record ADS HoldersRecommendation”) and use its reasonable efforts to obtain the Company Shareholder Approval, the Special Shareholder Approval and the Company Charter Amendment Approval and to take all other reasonable actions necessary or advisable to secure the Company Shareholder Approval, the Special Shareholder Approval and the Company Charter Amendment Approval. Except in accordance with this Article 6, none of the Company Board nor any committee thereof, including the Company Special Committee, shall (a) withhold, withdraw, modify, change or qualify in a manner adverse to Acquiror in any material respect, or publicly propose to withdraw, the Recommendation, or (b) fail to include the Recommendation in the Proxy Statement, or (c) knowingly take any other action or knowingly make any other public statement that is inconsistent in any material respect with such Recommendation (any action described in this clause (a), (Bb) provide all proxy solicitation materials or (c) being referred to all Record ADS Holdersas “Recommendation Withdrawal”). Notwithstanding the foregoing, (x) nothing contained in this Agreement shall prevent the Company or the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders) or from making any legally required disclosure to shareholders with regard to an Acquisition Proposal and (Cy) vote all Shares represented any “stop-look-and-listen” communication by ADSs in accordance with the instructions of such corresponding Record ADS Holders. Subject Company or the Company Board to Section 6.02(b), without the consent of Parent, the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, are the only matters (other than procedural matters) that shall be proposed to be voted upon by the shareholders of the Company at pursuant to Rule 14d-9(f) promulgated under the Shareholders’ MeetingExchange Act (or any similar communication to the shareholders of the Company) shall not be considered a Recommendation Withdrawal.

Company Shareholders Meeting. (a) The Company shall shall, promptly after the SEC confirms that it has no further comments on the Schedule 13E-3 or Proxy Statement, (i) establish a record date for determining shareholders of the Company entitled to vote at the Shareholders’ Meeting meeting of the shareholders for the purposes of authorizing and approving this Agreement, the Plan of Merger, the Equity Transfer Agreements, the Termination Agreement and the consummation of the Transactions including the Merger (the “Record DateCompany Shareholders Meeting”) in consultation with Parent and shall not change such Record Date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parent, unless required to do so by applicable Law; provided that, in the event that the date of the 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 Special Committee), the Company agrees that unless Parent shall have otherwise approved in writing, the Company shall implement such adjournment or other delay in such a way that the Company 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 (5ii) days after such confirmation, the Company shall (i) prepare and mail or cause to be mailed or otherwise disseminate the Proxy Statement to the holders of Shares (and concurrently furnish the Proxy Statement under Form 6-KK to the SEC), including Shares represented by ADSs, as of the Record Daterecord date established for the Company Shareholders Meeting, and (iiiii) instruct or otherwise cause the Depositary to (A) fix the Record Date record date established by the Company for the Company Shareholders Meeting 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 all Record ADS Holders, and (C) vote all Shares represented by ADSs in accordance with the instructions of such corresponding Record ADS Holders, in each case, in accordance with and subject to the terms of the Deposit Agreement, and (iv) otherwise take, in accordance with applicable Law and its memorandum and articles of association, all action necessary to call, give notice of, and convene the Company Shareholders Meeting (which in any event the Company shall convene no later than twenty-five (25) Business Days after the distribution of the Proxy Statement to the Company’s shareholders. Subject Once the Company has established the record date for the Company Shareholders Meeting, the Company shall not change such record date or establish a different record date without the prior written consent of Parent, unless required to Section 6.02(b), without do so by applicable Law. Without the consent of Parent, the authorization and approval of this Agreement, the Plan of Merger Merger, the Equity Transfer Agreements, the Termination Agreement and the Transactions, consummation of the Transactions including the Merger, Merger are the only matters (other than procedural matters) that shall be proposed to be voted acted upon by the shareholders of the Company at the Shareholders’ Company Shareholders Meeting.

Company Shareholders Meeting. (a) The Company shall shall, as promptly as reasonably practicable following the date of this Agreement, establish a record date for determining shareholders of for, duly call, give notice of, convene and hold the Company entitled to vote at Shareholders Meeting; provided that the Shareholders’ Meeting (the “Record Date”) in consultation with Parent and Company shall not change such Record Date or establish a different be required to call, give notice of, convene, set the record date for and hold the Shareholders’ Company Shareholder Meeting without until the prior written consent of ParentProxy Statement shall have been filed with the SEC, unless required and shall use its commercially reasonable efforts to do so by applicable Lawcause such meeting to occur as promptly as reasonably practicable; provided that, in the event further that the Company shall have the right to change the record date or meeting date for the Company Shareholder Meeting to such dates as are necessary to comply with the provisions of the 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 by-laws of the Special Committee)Company, the DGCL and the Exchange Act. At such Company agrees that unless Parent shall have otherwise approved in writingShareholders Meeting, the Company shall implement such adjournment or other delay make the Company Recommendation to its shareholders, and the Company shall use all commercially reasonable efforts to solicit from its shareholders proxies in such a way favor of the approval of the Charter Amendment, the Investment Advisory Agreement and the issuance of the Purchased Stock; provided, however, that the Company does shall not establish be obligated to recommend to its shareholders the approval of the Charter Amendment, the Investment Advisory Agreement and the issuance of the Purchased Stock at the Company Shareholders Meeting or solicit proxies in favor of such approval to the extent that the Board of Directors of the Company has duly made a new Record Date for the Shareholders’ MeetingChange in Recommendation in accordance with Section 5.7; provided, as so adjourned or delayed. As soon as practicable after the SEC confirms further, that it has no further comments on the Schedule 13E-3 or that it unless this Agreement is not reviewing the Schedule 13E-3 but in any event no later than five (5) days after such confirmationvalidly terminated, the Company shall (i) mail or cause to be mailed the Proxy Statement nevertheless submit this Agreement to the holders of Shares (and concurrently furnish the Proxy Statement under Form 6-K), including Shares represented by ADSs, as of the Record Date, and (ii) instruct the Depositary to (A) fix the Record Date as the record date Company’s shareholders 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 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 Section 6.02(b), without the consent of Parent, the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, are the only matters (other than procedural matters) that shall be proposed to be voted upon by the shareholders of adoption at the Company at the Shareholders’ Shareholders Meeting.

Company Shareholders Meeting. (a) The Company shall establish a record date for determining shareholders of Subject to the Company entitled to vote at the Shareholders’ Meeting (the “Record Date”) in consultation with Parent and shall not change such Record Date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parent, unless required to do so by applicable Law; provided that, in the event that the date of the 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 Special Committee), the Company agrees that unless Parent shall have otherwise approved in writingfollowing sentence, the Company shall implement such adjournment or other delay in such call and hold a way that meeting of its shareholders (the "Company Shareholders' Meeting") as promptly as practicable to consider and vote upon the approval of this Agreement and the Company does not establish a new Record Date for shall use its reasonable efforts to hold the Company Shareholders’ Meeting, ' Meeting as so adjourned or delayed. As soon as practicable after the SEC confirms that it has no further comments date on which the Schedule 13E-3 or that it is not reviewing the Schedule 13E-3 but in any event no later than five (5) days after such confirmation, Registration Statement becomes effective. The Board of Directors of the Company shall recommend such approval, and the Company shall take all lawful action to solicit such approval, including, without limitation, timely mailing the Proxy Statement; provided, however, that calling the Company Shareholders' Meeting, mailing the Proxy Statement and making such recommendation or solicitation is subject to any action (including any withdrawal or change of its recommendation) taken by, or upon authority of, the Board of Directors of the Company (i) mail upon concluding after consultation with counsel that the failure to so act would violate its fiduciary duties to its shareholders under applicable law or cause (ii) in the event that (A) each of J.P. Morgan Securities Inc. and Goldman, Sachs & Co. xxxxx xxxx withdrawn its opinion to xxx effect that, in the case of J.P. Morgan Securities Inc., the consideration to be mailed xxxxxxxx xn the Proxy Statement to Merger by the holders of Shares (and concurrently furnish the Proxy Statement under Form 6-K), including Shares represented by ADSs, as Company Common Stock is fair to such holders from a financial point of the Record Dateview, and (ii) instruct in the Depositary case of Goldman, Sachs & Co., that the consideration to (A) fix be rxxxxxxx in the Record Date as the record date for determining Merger by the holders of ADSs who shall be entitled Company Common Stock is fair to give instructions for the exercise of the voting rights pertaining to the Shares represented by ADSs (the “Record ADS Holders”), such holders or (B) provide all proxy solicitation materials each such firm shall have failed to all Record ADS Holders, and (C) vote all Shares represented by ADSs deliver its updated written opinion to the same effect dated the date of the Proxy Statement. Notwithstanding anything to the contrary contained in accordance with the instructions of such corresponding Record ADS Holders. Subject to Section 6.02(b), without the consent of Parent, the authorization and approval of this Agreement, any such failure to call the Plan Company Shareholders' Meeting, solicit proxies or take other action to secure the vote or consent of Merger and the Transactions, including the Merger, are the only matters (other than procedural matters) that shall be proposed to be voted upon shareholders permitted by the shareholders terms of this Section 6.01 shall not constitute a breach of this Agreement by Parent or the Company at Company, as the Shareholders’ Meetingcase may be.

Company Shareholders Meeting. (a) The Company, acting through the Company Board of Directors, shall establish take all actions in accordance with applicable law, the Company Articles of Incorporation, the Company Bylaws and the rules of Nasdaq to duly call, give notice of, convene and hold as promptly as practicable the Company Shareholders Meeting for the purpose of considering and voting upon the approval of the "plan of merger" (as such term is used in Chapter 23B.11 of the WBCA) contained in this Agreement. Subject to Section 5.6(c), to the fullest extent permitted by applicable law, (i) the Company Board of Directors shall recommend approval of the "plan of merger" (as such term is used in Chapter 23B.11 of the WBCA) contained in this Agreement and approval of the Merger by the Company Shareholders and include such recommendation in the Proxy Statement and (ii) neither the Company Board of Directors nor any committee thereof shall withdraw or modify, or propose or resolve to withdraw or modify in a record date for determining shareholders manner adverse to Parent, the recommendation of the Company entitled to vote at the Shareholders’ Meeting (the “Record Date”) in consultation with Parent and shall not change such Record Date or establish a different record date for the Shareholders’ Meeting without the prior written consent Board of Parent, unless required to do so by applicable Law; provided that, in the event Directors that the date Company Shareholders vote in favor of the Shareholders’ Meeting as originally called is for any reason adjourned or otherwise delayed, except as required by applicable Laws approval of the "plan of merger" (as determined such term is used in good faith by Chapter 23B.11 of the Special CommitteeWBCA) contained in this Agreement and approval of the Merger. Unless this Agreement has been duly terminated in accordance with the terms herein (including payment of any termination fees payable under Article VII), the Company agrees that unless Parent shall have otherwise approved in writingshall, subject to the right of the Company shall implement such adjournment or other delay Board of Directors to modify its recommendation in such a way that manner adverse to Parent under certain circumstances as specified in Section 5.6(c), take all lawful action to solicit from the Company does not establish a new Record Date for Shareholders proxies in favor of the Shareholders’ Meeting, proposal to approve the "plan of merger" (as so adjourned such term is used in Chapter 23B.11 of the WBCA) contained in this Agreement and approve the Merger and shall take all other action necessary or delayed. As soon as practicable after advisable to secure the SEC confirms that it has no further comments on the Schedule 13E-3 vote or that it is not reviewing the Schedule 13E-3 but in any event no later than five (5) days after such confirmation, consent of the Company shall (i) mail Shareholders that are required by the rules of Nasdaq or cause to be mailed the Proxy Statement WBCA. Notwithstanding anything to the holders of Shares (and concurrently furnish the Proxy Statement under Form 6-K), including Shares represented by ADSs, as of the Record Date, and (ii) 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 all Record ADS Holders, and (C) vote all Shares represented by ADSs contrary contained in accordance with the instructions of such corresponding Record ADS Holders. Subject to Section 6.02(b), without the consent of Parent, the authorization and approval of this Agreement, the Plan Company, after consultation with Parent, may adjourn or postpone the Company Shareholders Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement is provided to the Company Shareholders or, if as of Merger and the Transactionstime for which the Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement), including there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the Merger, are the only matters (other than procedural matters) that shall be proposed to be voted upon by the shareholders business of the Company at the Shareholders’ Shareholders Meeting.

Company Shareholders Meeting. (a) The Company shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold, a meeting of its shareholders (the "COMPANY SHAREHOLDERS MEETING") in accordance with Law, the Company's Certificate of Incorporation and the Company's By-laws for the purpose of obtaining the Company Shareholder Approval and shall, (i) through the Board of Directors of the Company, subject to Section 4.2, recommend to its shareholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to solicit and obtain such adoption. Notwithstanding the foregoing, if there has been a Company Adverse Recommendation Change and this Agreement has not been terminated, the Company shall establish a record date for determining shareholders not be obligated to solicit from the holders of Company Common Stock proxies in favor of the adoption of this Agreement, but instead shall be obligated to solicit proxies to be voted at the Company Shareholders Meeting and to take all action necessary or advisable to maximize, at the Company Shareholders Meeting, the number of proxies submitted by the holders of Company Common Stock and otherwise facilitate the holding of the Company entitled to vote at Shareholders meeting in accordance with the Shareholders’ Meeting (terms of this Agreement. Without limiting the “Record Date”) in consultation with Parent and shall not change such Record Date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parent, unless required to do so by applicable Law; provided that, in the event that the date generality of the Shareholders’ Meeting as originally called is for any reason adjourned or otherwise delayedforegoing, except as required by applicable Laws (as determined in good faith by the Special Committee)subject to its rights under Section 4.2 and Section 7.1, the Company agrees that unless Parent its obligations pursuant to the first sentence of this Section 5.1(d) shall have otherwise approved in writingnot be affected by any Company Adverse Recommendation Change or the commencement, public proposal, public disclosure or communication to the Company shall implement such adjournment or other delay in such a way that the Company 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) days after such confirmation, the Company shall (i) mail or cause to be mailed the Proxy Statement to the holders of Shares (and concurrently furnish the Proxy Statement under Form 6-K), including Shares represented by ADSs, as of the Record Date, and (ii) 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 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 Section 6.02(b), without the consent of Parent, the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, are the only matters (other than procedural matters) that shall be proposed to be voted upon by the its shareholders of the any Company at the Shareholders’ MeetingTakeover Proposal.

Company Shareholders Meeting. (a) The Company shall establish a record date for determining shareholders of shall, in accordance with applicable Law and the Company entitled to vote at Charter and Company Bylaws, duly call, give notice of, convene and hold a meeting of its shareholders (including any adjournments or postponements thereof, the “Company Shareholders’ Meeting Meeting”), as promptly as practicable after the date that the Proxy Statement is cleared by the SEC, for the purpose of voting upon the approval of this Agreement and the REIT Merger (the “Record DateCompany Shareholder Approval”) in consultation with Parent and shall not change such Record Date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parent, unless required to do so ). Except as may be permitted by applicable Law; provided that, in the event that the date of the 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 Special CommitteeSection 7.04(c), the Company agrees Board shall recommend to holders of the Company Common Shares that unless Parent they approve this Agreement and approve the Merger and the other transactions contemplated hereby and shall have otherwise approved include such recommendations in writingthe Proxy Statement. Except as may be permitted by Section 7.04(c) and subject to Section 7.04(d), the Company shall implement such adjournment or other delay will use reasonable best efforts to solicit from its shareholders proxies in such a way that the Company 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) days after such confirmation, the Company shall (i) mail or cause to be mailed the Proxy Statement to the holders of Shares (and concurrently furnish the Proxy Statement under Form 6-K), including Shares represented by ADSs, as favor of the Record Date, and (ii) 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 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 Section 6.02(b), without the consent of Parent, the authorization and approval of this Agreement, the Plan of REIT Merger and the Transactionsother transactions contemplated hereby and will take all other action reasonably necessary or advisable to secure the vote or consent of its shareholders required by the rules of the New York Stock Exchange (“NYSE”) or applicable Law to obtain such approvals. Except to the extent required by Law or with Parent’s written consent, including the MergerCompany shall not (i) change the date specified in the Proxy Statement for the Company Shareholders’ Meeting or (ii) postpone or delay the Company Shareholders’ Meeting, except (x) to the extent necessary to ensure that any amendment or supplement to the Proxy Statement required by applicable Law is provided to the shareholders of the Company sufficiently in advance of the Company Shareholders’ Meeting or (y) if there are an insufficient number of Company Common Shares represented in person or by proxy at the Company Shareholders’ Meeting to constitute a quorum or to approve this Agreement, the Merger and the other transactions contemplated hereby, in which case the Company may, and, at Parent’s request, shall, adjourn the Company Shareholders’ Meeting and use its reasonable best efforts to obtain a quorum and the requisite vote to approve this Agreement, the Merger and the transactions contemplated hereby as promptly as practicable. Approval of this Agreement, the Merger and the other transactions contemplated hereby are the only matters (other than procedural mattersadjournment as contemplated by the preceding sentence) that shall be proposed which the Company will propose to be voted upon acted on by the shareholders of the Company at the Company Shareholders’ Meeting.

Company Shareholders Meeting. Subject to Applicable Law, the rules and regulations of the Nasdaq and the Company’s certificate of incorporation and bylaws, the Company shall establish a record Table of Contents date for, call, give notice of, convene and hold a meeting of the shareholders of 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 the Company’s shareholders) for the purpose of voting upon the adoption of this Agreement in accordance with Delaware Law. Notwithstanding the foregoing, (a) The if, on the day immediately preceding the date for which the Company Shareholders’ Meeting is scheduled, (1) there are insufficient shares of the Company 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 Section 6.1 and Section 6.2, the Company shall solicit from shareholders of the Company proxies in favor of the adoption of this Agreement in accordance with Delaware Law and shall use its reasonable best efforts to secure the Requisite Shareholder Approval at the Company Shareholders’ Meeting. Unless this Agreement is earlier terminated pursuant to Article VIII, the Company shall establish a record date for determining for, call, give notice of, convene and hold the Company Shareholders’ 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 Company Board Recommendation Change or otherwise shall determine that this Agreement is no longer advisable or recommends that shareholders of the Company entitled reject it or (ii) there occurs the commencement, disclosure, announcement or submission to vote at the Shareholders’ Meeting (the “Record Date”) in consultation with Parent and shall not change such Record Date or establish a different record date for the Shareholders’ Meeting without the prior written consent Company of Parent, unless required to do so by applicable Law; provided that, in the event that the date of the 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 Special Committee), the Acquisition Proposal. The Company agrees that unless Parent it shall have otherwise approved in writing, the Company shall implement such adjournment or other delay in such a way that the Company 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) days after such confirmation, the Company shall (i) mail or cause to be mailed the Proxy Statement submit to the holders vote of Shares (and concurrently furnish the Proxy Statement under Form 6-K), including Shares represented by ADSs, as of the Record Date, and (ii) 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 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 Section 6.02(b), without the consent of Parent, the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, are the only matters (other than procedural matters) that shall be proposed to be voted upon by the 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’ 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. (ab) The Company shall establish take all action necessary in accordance with applicable laws and the Company’s Charter Documents to duly give notice of, convene and hold a record date meeting of its shareholders (the “Company Shareholders’ Meeting”), to be held as promptly as practicable after the Registration Statement is declared effective under the Securities Act, for determining shareholders the purposes of obtaining the Requisite Company Shareholder Vote. The Board of Directors of the Company entitled has resolved to recommend to the Company Shareholders that they approve this Agreement and the Company shall, acting through its Board of Directors, (i) recommend that the Company Shareholders adopt this Agreement (the “Company Recommendation”), (ii) include the Company Recommendation in the Proxy Statement/Prospectus and (iii) use reasonable best efforts to solicit from the Company Shareholders proxies in favor of the adoption of this Agreement, including by communicating to the Company Shareholders the recommendation of the Board of Directors of the Company that they approve this Agreement, and to take all other action necessary or advisable to secure the vote at or consent of the Company Shareholders required by Applicable Law to obtain such approvals. Except as permitted by Section 6.3(b), the Company’s Board of Directors shall not (A) fail to make the Company Recommendation or fail to include such recommendation in the Proxy Statement/Prospectus, (B) change, qualify, withhold, withdraw, or modify, or publicly propose to change, qualify, withhold, withdraw, or modify, in a manner adverse to Parent, such recommendation, (C) take any formal action or make any recommendation or public statement in connection with a tender offer or exchange offer, or (D) adopt, approve, or recommend, or publicly propose to approve or recommend to the Company Shareholders, an Acquisition Proposal (each of the actions described in these subclauses (A)-(D) being referred to as an “Adverse Recommendation Change”). Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with Article 8, the Company Shareholders’ Meeting (the “Record Date”) in consultation with Parent shall be convened and this Agreement shall not change such Record Date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parent, unless required be submitted to do so by applicable Law; provided that, in the event that the date of the 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 Special Committee), the Company agrees that unless Parent shall have otherwise approved in writing, Shareholders at the Company shall implement such adjournment or other delay in such a way that the Company does not establish a new Record Date for the Shareholders’ Meeting, as so adjourned or delayed. As soon as practicable after for the SEC confirms that it has no further comments purpose of voting on the Schedule 13E-3 or that it is not reviewing the Schedule 13E-3 but in any event no later than five (5) days after such confirmation, the Company shall (i) mail or cause to be mailed the Proxy Statement to the holders of Shares (and concurrently furnish the Proxy Statement under Form 6-K), including Shares represented by ADSs, as of the Record Date, and (ii) 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 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 Section 6.02(b), without the consent of Parent, the authorization and approval of this Agreement, the Plan of Merger Agreement and the Transactionsother transactions contemplated hereby, including the Merger, are the only matters (other than procedural matters) that and nothing contained herein shall be proposed deemed to be voted upon by the shareholders of relieve the Company at the Shareholders’ Meetingof such obligation.

Company Shareholders Meeting. (a) The Company and its board of directors shall establish a record date for determining shareholders of the Company entitled to vote at the Shareholders’ Meeting (the “Record Date”) in consultation with Parent and shall not change such Record Date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parent, unless required to do so by applicable Law; provided thattake, in accordance with applicable Law and the event that the date of the Shareholders’ Meeting as originally called is for any reason adjourned or otherwise delayedCompany’s charter and bylaws, except as required by applicable Laws (as determined in good faith by the Special Committee)all actions necessary to call, the Company agrees that unless Parent shall have otherwise approved in writinggive notice of, the Company shall implement such adjournment or other delay in such a way that the Company does not establish a new Record Date for the Shareholders’ Meetingconvene, and hold, as so adjourned or delayed. As soon promptly as reasonably practicable after the SEC confirms that it has no further comments date on which the Schedule 13E-3 Registration Statement becomes effective under the Securities Act, a meeting of the Company’s shareholders (including any and all adjournments or that it is not reviewing the Schedule 13E-3 but in any event no later than five (5) days after such confirmationpostponements thereof, the “Company Meeting”) for the purpose of the Company’s shareholders considering and 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. The Company shall ensure that any applicable pass-through voting requirements under the First Advantage Bank Employee Stock Ownership Plan and Trust are satisfied in connection with such Company Meeting. Except with the prior approval of Reliant (which will not be unreasonably withheld), 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) mail or cause the Company and its board of directors shall at all times prior to be mailed and during the Proxy Statement Company Meeting recommend to the holders Company’s shareholders the approval of Shares (this Agreement and concurrently furnish the Proxy Statement under Form 6-K), including Shares represented by ADSs, as of the Record Date, transactions contemplated hereby and shall take all reasonable and lawful action to solicit and obtain such approval and (ii) instruct neither the Depositary Company nor its board of directors shall withdraw, modify, or qualify in any manner adverse to Reliant its recommendation that the Company’s shareholders approve this Agreement and the transactions contemplated hereby, or take any other action or make any other public statement inconsistent with such recommendation (Aany of the prohibited actions prohibited by this clause (ii) fix being referred to as a “Company Change of Recommendation”). Notwithstanding any Company Change of Recommendation, unless this Agreement has been terminated, the Record Date as the record date for determining the holders of ADSs who Company Meeting 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 all Record ADS Holders, convened and (C) vote all Shares represented by ADSs in accordance with the instructions of such corresponding Record ADS Holders. Subject to Section 6.02(b), without the consent of Parent, the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, are the only matters (other than procedural matters) that Agreement shall be proposed submitted to be voted upon by the shareholders of the Company at the Shareholders’ MeetingCompany Meeting for the purpose of the Company’s shareholders considering and 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. Additionally, neither the Company nor the Bank shall submit to or for a vote of its shareholder(s) any Acquisition Proposal.

Company Shareholders Meeting. (a) The Company shall establish a record date for determining shareholders of the Company entitled Subject to vote at the Shareholders’ Meeting (the “Record Date”) in consultation with Parent and shall not change such Record Date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parent, unless required to do so by applicable Law; provided that, in the event that the date of the 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 Special CommitteeSection 6.04(e), the Company agrees that unless Parent shall have otherwise approved in writingtake, at the Company shall implement such adjournment or other delay in such a way that the Company does not establish a new Record Date for the Shareholders’ Meeting, as so adjourned or delayed. As soon as earliest reasonably practicable date after the SEC confirms that it has no further comments on the Schedule 13E-3 or that it is not reviewing 13E-3, all actions reasonably necessary to (i) establish a record date (as soon as reasonable following such confirmation by the Schedule 13E-3 but in any event no later than five (5SEC) days after such confirmation, for determining shareholders of the Company shall entitled to vote at the shareholders’ meeting, (iii) mail or cause to be mailed (as soon as reasonably possible after such confirmation by the SEC) the Proxy Statement to the holders of Shares (and concurrently furnish the Proxy Statement under Form 6-K), including Shares represented by ADSs, as of the Record Daterecord date established for the shareholders’ meeting, which meeting the Company shall duly convene and cause to occur on or around the forty-fifth (45th) calendar day (or, if such calendar day is not a Business Day, the first Business Day subsequent to such calendar day) immediately following the mailing of the Proxy Statement (the “Shareholders’ Meeting”), for the purpose of approving this Agreement and the Plan of Merger (including the Merger), and (iiiii) instruct or otherwise cause the Depositary to (A) fix the Record Date record date established by the Company for the Shareholders’ Meeting 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 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 Section 6.02(b)Unless otherwise agreed in writing by the Parent Parties, without the consent of Parent, the authorization and approval of this Agreement, Agreement and the Plan of Merger and the Transactions, (including the Merger, are Merger and all ancillary matters incidental thereto) shall be the only matters (other than procedural matters) that shall may be proposed to be and voted upon by the shareholders of the Company at the Shareholders’ Meeting. Notwithstanding the foregoing, the Company may, and the Parent Parties may request that the Company, postpone or adjourn the Shareholders’ Meeting (i) 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 at the Shareholders’ Meeting, or (ii) to allow reasonable time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined (acting at the direction of the Special Committee) in good faith after consultation with outside counsel is necessary or advisable under applicable Laws and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Shareholders’ Meeting.

Company Shareholders Meeting. (a) The Company shall establish a record date for determining shareholders of Subject to the Company entitled to vote at the Shareholders’ Meeting (the “Record Date”) in consultation with Parent and shall not change such Record Date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parent, unless required to do so by applicable Law; provided that, in the event that the date of the 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 Special Committee), the Company agrees that unless Parent shall have otherwise approved in writingfollowing sentence, the Company shall implement such adjournment or other delay in such call and hold a way that meeting of its shareholders (the "Company Shareholders' Meeting") as promptly as practicable to consider and vote upon the approval of this Agreement and the Company does not establish a new Record Date for shall use its reasonable efforts to hold the Company Shareholders’ Meeting, ' Meeting as so adjourned or delayed. As soon as practicable after the SEC confirms that it has no further comments date on which the Schedule 13E-3 or that it is not reviewing the Schedule 13E-3 but in any event no later than five (5) days after such confirmation, Registration Statement becomes effective. The Board of Directors of the Company shall recommend such approval, and the Company shall take all lawful action to solicit such approval, including, without limitation, timely mailing the Proxy Statement; provided, however, that calling the Company Shareholders' Meeting, mailing the Proxy Statement and making such recommendation or solicitation is subject to any action (including any withdrawal or change of its recommendation) taken by, or upon authority of, the Board of Directors of the Company (i) mail upon concluding after consultation with counsel that the failure to so act would violate its fiduciary duties to its shareholders under applicable law or cause (ii) in the event that (A) each of J.P. Xxxxxx Xxxurities Inc. and Goldxxx, Xxchs & Co. shall have withdrawn its opinion to the effect that, in the case of J.P. Xxxxxx Xxxurities Inc., the consideration to be mailed received in the Proxy Statement to Merger by the holders of Shares (and concurrently furnish the Proxy Statement under Form 6-K), including Shares represented by ADSs, as Company Common Stock is fair to such holders from a financial point of the Record Dateview, and (ii) instruct in the Depositary case of Goldxxx, Xxchs & Co., that the consideration to (A) fix be received in the Record Date as the record date for determining Merger by the holders of ADSs who shall be entitled Company Common Stock is fair to give instructions for the exercise of the voting rights pertaining to the Shares represented by ADSs (the “Record ADS Holders”), such holders or (B) provide all proxy solicitation materials each such firm shall have failed to all Record ADS Holders, and (C) vote all Shares represented by ADSs deliver its updated written opinion to the same effect dated the date of the Proxy Statement. Notwithstanding anything to the contrary contained in accordance with the instructions of such corresponding Record ADS Holders. Subject to Section 6.02(b), without the consent of Parent, the authorization and approval of this Agreement, any such failure to call the Plan Company Shareholders' Meeting, solicit proxies or take other action to secure the vote or consent of Merger and the Transactions, including the Merger, are the only matters (other than procedural matters) that shall be proposed to be voted upon shareholders permitted by the shareholders terms of this Section 6.01 shall not constitute a breach of this Agreement by Parent or the Company at Company, as the Shareholders’ Meetingcase may be.

Company Shareholders Meeting. (a) The 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 shall, as required under the ICL, the Israeli Securities Law and the regulations promulgated thereunder, (i) establish a record date for, duly call, give notice of a special meeting of its shareholders (the “Company Shareholders Meeting”) for determining shareholders the purpose of obtaining the Company Shareholder Approval and (ii) publish and file with the ISA such notice of the Company entitled Shareholder Meeting which shall include a transaction report as well as a proxy card (Ktav Hatzbaa) (such notice, transaction report and proxy card, collectively, shall be referred to vote at the Shareholders’ Meeting (herein as the “Record DateTransaction Report”) in consultation with Parent and shall not change such Record Date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parent, unless required to do so by applicable Law; provided that, in the event that the date of the 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 Special Committee), . Unless the Company agrees that unless Parent shall have otherwise approved Board (or a committee thereof) has effected a Company Board Recommendation Change in writingaccordance with this Agreement, the Company shall implement such adjournment or other delay in such a way that include the Company does not establish a new Record Date for Board Recommendation and the Shareholders’ Meetingcontent 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 Transaction Report. 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, 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 Company Shareholders Meeting shall be held no later than five forty (540) days after the publication of the notice regarding the Company Shareholders Meeting (subject to any postponement that may be required in order to comply with any comments or instructions of the ISA or any other Governmental Authority). The Company shall not include in the Transaction Report 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 confirmationinclusion and Parent agrees to provide any such information required to be so included under applicable Law, provided that such consent shall not be unreasonably withheld or delayed, it being agreed that any failure by Parent to respond to such request by the Company for more than a period of three (3) days, shall be deemed as consent by Parent to such inclusion. Prior to the filing of the Transaction Report, unless the Company Board (or a committee thereof) has effected a Company Board Recommendation Change in accordance with this Agreement, the Company shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Transaction Report and related correspondence and filings, (iy) mail shall include in such drafts, correspondence and filings all comments reasonably acceptable to the Company, 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 Transaction Report containing an untrue statement of a material fact or cause omitting to state a material fact required to be mailed stated therein or necessary in order to make the Proxy Statement statements therein, in light of the circumstances under which they are made, not misleading (it being understood that the final form and content of any such correspondence and filings shall be at the final discretion of the Company) and (z) to the holders of Shares (extent practicable and concurrently furnish not prohibited under applicable Law or inconsistent with the Proxy Statement under Form 6-K)ISA or TASE practice, including Shares represented by ADSsthe Company and its outside counsel shall permit Parent and its outside counsel to participate in all communications, if any, with the ISA or TASE, or their respective staff, as applicable (including all meetings and telephone conferences) relating to this Agreement or any of the Record Datetransactions contemplated hereby. If at any time prior to the Effective Time any event shall occur, and (ii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs who or fact or information shall be entitled to give instructions for discovered, by either the exercise Company, Parent or Merger Sub that should be set forth in an amendment of the voting rights pertaining or a supplement to the Shares represented by ADSs (Transaction Report, such party shall inform the “Record ADS Holders”)others thereof and the Company shall, (B) provide all proxy solicitation materials to 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 procedures set forth in this Section 6.02(b7.3(a), without prepare such amendment or supplement as soon thereafter as is reasonably practicable and to the consent of Parentextent required by applicable Law, the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, are the only matters (other than procedural matters) that shall be proposed cause such amendment or supplement to be voted upon by 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 at its interest in the Shareholders’ MeetingCompany Shares so voted.

Company Shareholders Meeting. (a) The 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) establish a record date for determining shareholders of the Company entitled to vote at the Shareholders’ Meeting (the “Record Date”) in consultation with Parent and shall not change such Record Date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parent, unless required to do so by applicable LawLaws; provided that, and in the event that the date of the Shareholders’ Meeting as originally called is for any reason adjourned or postponed or otherwise delayed, except as required by applicable Laws (as determined in good faith by the Special Committee), the Company agrees that unless Parent shall have otherwise approved in writingwriting or as required by applicable Laws or stock exchange requirement, the Company shall shall, if possible, implement such adjournment or postponement or other delay in such a way that the Company does not establish a new Record Date for the Shareholders’ Meeting, as so adjourned adjourned, postponed 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) days after such confirmation, the Company shall (iii) mail or cause to be mailed the Proxy Statement to the holders of Shares (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, the Plan of Merger and the Transactions and (iiiii) 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 all Record ADS Holders, Holders and (C) vote all Shares represented by ADSs in accordance with the instructions of such corresponding Record ADS Holders. Subject to Section 6.02(b), without the consent of Parent, the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, are the only matters (other than procedural matters) that shall be proposed to be voted upon by the shareholders of the Company at the Shareholders’ Meeting.

Company Shareholders Meeting. (a) The As soon as practicable after the SEC confirms that it has no further comments on the Schedule 13E-3, the Company shall (i) establish a record date for determining shareholders of the Company entitled to vote at the Shareholders’ Meeting (the “Record Date”) in consultation with Parent and shall not change such Record Date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parent, unless required to do so by applicable Law; provided that, in the event that the date of the Shareholders’ Meeting as originally called is for any reason adjourned or otherwise delayed, except as required by applicable Laws (as determined delayed in good faith by the Special Committee)accordance with this Agreement, the Company agrees that unless Parent shall have otherwise approved in writing, the Company shall implement such adjournment or other delay in such a way that the Company does not may establish a new Record Date for the Shareholders’ Meeting, as so adjourned or delayed. As soon as practicable after , without 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 prior written consent of Parent, (5) days after such confirmation, the Company shall (iii) mail or cause to be mailed the Proxy Statement to the holders of Shares (and concurrently furnish the Proxy Statement under Form 6-K), including Shares represented by ADSs, as of the Record Date, which meeting the Company shall duly convene and cause to be held as soon as reasonably practicable following the mailing of the Proxy Statement, for the purpose of voting upon the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, and (iiiii) 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 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 Section 6.02(b), without the consent of Parent, the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, are the only matters (other than procedural matters) that shall be proposed to be voted upon by the shareholders of the Company at the Shareholders’ Meeting.

Company Shareholders Meeting. (a) The 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) establish a record date for determining shareholders of the Company entitled to vote at the Shareholders’ Meeting (the “Record Date”) in consultation with Parent and shall not change such Record Date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parent, unless required to do so by applicable LawLaws; provided that, and in the event that the date of the Shareholders’ Meeting as originally called is for any reason adjourned or postponed or otherwise delayed, except as required by applicable Laws (as determined in good faith by the Special Committee), the Company agrees that unless Parent shall have otherwise approved in writingwriting or as required by applicable Laws or stock exchange requirement, the Company shall shall, if possible, implement such adjournment or postponement or other delay in such a way that the Company does not establish a new Record Date for the Shareholders’ Meeting, as so adjourned adjourned, postponed 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) days after such confirmation, the Company shall (iii) mail or cause to be mailed the Proxy Statement to the holders of Shares (and concurrently furnish the Proxy Statement under Form 6‎6-K), including Shares represented by ADSs, as of the Record Date, for the purpose of voting upon the authorization and approval of this Agreement, the Plan of Merger and the Transactions and (iiiii) 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 all Record ADS Holders, Holders and (C) vote all Shares represented by ADSs in accordance with the instructions of such corresponding Record ADS Holders. Subject to Section ‎Section 6.02(b), without the consent of Parent, the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, are the only matters (other than procedural matters) that shall be proposed to be voted upon by the shareholders of the Company at the Shareholders’ Meeting.

Company Shareholders Meeting. (a) The Subject to Section 6.04(d), the Company shall shall, as promptly as reasonably 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’s memorandum and articles of association, (i) establish a record date for determining shareholders of the Company entitled to vote at the Shareholdersshareholders’ Meeting meeting, (the “Record Date”) in consultation with Parent and shall not change such Record Date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parent, unless required to do so by applicable Law; provided that, in the event that the date of the 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 Special Committee), the Company agrees that unless Parent shall have otherwise approved in writing, the Company shall implement such adjournment or other delay in such a way that the Company 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) days after such confirmation, the Company shall (iii) mail or cause to be mailed the Proxy Statement to the holders of Shares (and concurrently furnish the Proxy Statement under Form 6-K), including Class A Shares represented by ADSs, as of the Record Daterecord date established for the shareholders’ meeting, which meeting the Company shall duly convene and cause to occur as promptly as reasonably practicable following the mailing of the Proxy Statement (the “Shareholders’ Meeting”), for the purpose of voting upon approval of this Agreement and the Plan of Merger and approval of the Merger, and (iiiii) instruct or otherwise cause the Depositary to (A) fix the Record Date record date established by the Company for the Shareholders’ Meeting 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 Class A Shares represented by ADSs (the “Record ADS Holders”), (B) provide all proxy solicitation materials to all Record ADS Holders, and (C) vote all Class A Shares represented by ADSs in accordance with the instructions of such corresponding Record ADS Holders. Subject to Section 6.02(b)Notwithstanding the foregoing, without the Company may postpone or adjourn the Shareholders’ Meeting (i) with the consent of Parent, (ii) if at the authorization and approval of this Agreement, time the Plan of Merger and the Transactions, including the Merger, Shareholders’ Meeting proceeds to business there are the only matters insufficient Shares represented (other than procedural matterseither in person or by proxy) that shall be proposed to be voted upon by the shareholders of the Company constitute a quorum necessary to conduct business at the Shareholders’ Meeting, or (iii) to allow reasonable time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined (acting upon the recommendation of the Special Committee) in good faith after consultation with outside counsel is necessary under applicable Laws and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Shareholders’ Meeting.

Company Shareholders Meeting. (a) The As promptly as reasonably practicable after the SEC confirms it has no further comments on the Schedule 13E-3 (including the Proxy Statement filed therewith as an exhibit), the Company shall establish (i) take, in accordance with applicable Law, its articles of incorporation and by-laws and the rules of the NASDAQ, all action necessary to call, give notice of, set a record date in accordance with Section 107 of the IBCA (the “Record Date”) for determining shareholders of the Company entitled to vote at at, and convene the Shareholders’ Meeting (for the “Record Date”) in consultation with Parent purpose of obtaining the Requisite Company Vote and shall not change such Record Date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parent, unless required to do so by the applicable requirements of the Securities Act, the Exchange Act or any other applicable Law; provided that, in the event that the date of the Shareholders’ Meeting as originally called is for any reason adjourned or otherwise delayed, except as required by applicable Laws (as determined delayed in good faith by the Special Committee)accordance with this Agreement, the Company agrees that unless Parent shall have otherwise approved in writing, the Company shall implement such adjournment or other delay in such a way that the Company does not may establish a new Record Date for the Shareholders’ MeetingDate, as so adjourned or delayed. As soon as practicable after , without 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 prior written consent of Parent and (5) days after such confirmation, the Company shall (iii) mail or cause to be mailed the Proxy Statement to the holders of Shares (and concurrently furnish the Proxy Statement under Form 6-K), (including Shares represented by ADSs, as notice of the Record Date, Shareholders’ Meeting) and a form of proxy for use at the Shareholders’ Meeting; provided that the Company may adjourn the Shareholders’ Meeting (iii) 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 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 Section 6.02(b), without the written consent of Parent, (ii) to allow reasonable time for the authorization filing and approval mailing of this Agreement, any supplemental or amended disclosure and for such supplemental or amended disclosure to be disseminated and reviewed by the Plan Company’s shareholders prior to the Shareholders’ Meeting or (iii) as otherwise required by applicable Law or any court of Merger and competent jurisdiction; provided further that the Transactions, including the Merger, are the only matters (other than procedural matters) that Shareholders’ Meeting shall be proposed to be voted upon by the shareholders adjourned in accordance with Section 113 of the Company IBCA to the same day two weeks from the originally scheduled Shareholders’ Meeting if at the time the originally scheduled 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 Shareholders’ Meeting.

Company Shareholders Meeting. (a) The Unless this Agreement is validly terminated in accordance with Article VIII hereof, the Company shall shall, as promptly as reasonably 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’s memorandum and articles of association, (i) establish a record date for determining shareholders of the Company entitled to vote at the Shareholdersshareholders’ Meeting meeting, (the “Record Date”) in consultation with Parent and shall not change such Record Date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parent, unless required to do so by applicable Law; provided that, in the event that the date of the 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 Special Committee), the Company agrees that unless Parent shall have otherwise approved in writing, the Company shall implement such adjournment or other delay in such a way that the Company 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) days after such confirmation, the Company shall (iii) mail or cause to be mailed the Proxy Statement to the holders of Shares (and concurrently furnish the Proxy Statement under Form 6-K), including Class A Shares represented by ADSs, as of the Record Daterecord date established for the shareholders’ meeting, which meeting the Company shall duly convene and cause to occur as promptly as reasonably practicable following the mailing of the Proxy Statement (the “Shareholders’ Meeting”), for the purpose of voting upon the authorization and approval of this Agreement, the Plan of Merger and the Transactions, and (iiiii) instruct or otherwise cause the Depositary to (A) fix the Record Date record date established by the Company for the Shareholders’ Meeting 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 Class A Shares represented by ADSs (the “Record ADS Holders”), (B) provide all proxy solicitation materials to all Record ADS Holders, and (C) vote all Class A Shares represented by ADSs in accordance with the instructions of such corresponding Record ADS Holders. Subject to Section 6.02(b)Notwithstanding the foregoing, without the Company may postpone or adjourn the Shareholders’ Meeting (i) with the prior written consent of Parent, (ii) if at the authorization and approval of this Agreement, time the Plan of Merger and the Transactions, including the Merger, Shareholders’ Meeting proceeds to business there are the only matters insufficient Shares represented (other than procedural matterseither in person or by proxy) that shall be proposed to be voted upon by the shareholders of the Company constitute a quorum necessary to conduct business at the Shareholders’ Meeting, or (iii) to allow reasonable time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined (acting upon the recommendation of the Special Committee) in good faith after consultation with outside counsel is necessary under applicable Laws and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Shareholders’ Meeting.

Company Shareholders Meeting. (a) The Promptly after the date hereof, the Company shall establish take all action necessary in accordance with the VSCA and its Articles of Incorporation and Bylaws to call, give notice of, convene and hold a record date for determining meeting of its shareholders of the Company entitled to vote at the Shareholders’ Meeting (the “Record DateCompany Shareholders’ Meeting”) to be convened as promptly as practicable, and in consultation with Parent and shall not change such Record Date or establish a different record date any event (to the extent permissible under applicable law) within 45 days after the SEC clears the Proxy Statement, for the Shareholders’ Meeting without purpose of voting upon approval and adoption the prior written consent of Parent, unless required Merger and this Agreement. Subject to do so by applicable Law; provided that, in the event that the date of the 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 Special CommitteeSection 5.2(c), the Company agrees that unless Parent shall have otherwise approved use its reasonable efforts to solicit from its shareholders proxies in writingfavor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary to secure the vote or consent of its shareholders required by VSCA to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company shall implement such adjournment (i) may adjourn or other delay in such a way that postpone the Company does not establish Shareholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to the Company’s shareholders in advance of a new Record Date for vote on the Merger and this Agreement or (ii) shall (unless Parent otherwise consents in writing) adjourn or postpone the Company 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) days after such confirmation, the Company shall (i) mail or cause to be mailed the Proxy Statement to the holders of Shares (and concurrently furnish the Proxy Statement under Form 6-K), including Shares represented by ADSs, if as of the Record Datetime for which the Company Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) or subsequently rescheduled or reconvened, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting. The Company shall ensure that the Company Shareholders’ Meeting is called, noticed, convened, held and conducted, and (ii) instruct that all proxies solicited by the Depositary Company in connection with the Company Shareholders’ Meeting are solicited, in compliance with VSCA, the Company’s Articles of Incorporation and Bylaws and all other applicable legal requirements. The Company’s obligation to (A) fix call, give notice of, convene and hold 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 all Record ADS Holders, and (C) vote all Shares represented by ADSs Company Shareholders’ Meeting in accordance with this Section 5.2(a) shall not be limited or affected by the instructions commencement, disclosure, announcement or submission to Company of such corresponding Record ADS Holders. Subject to Section 6.02(bany Acquisition Proposal or Superior Offer (as defined below), without or by any withdrawal, amendment or modification of the consent recommendation of Parent, the authorization and approval Board of this Agreement, the Plan of Merger and the Transactions, including the Merger, are the only matters (other than procedural matters) that shall be proposed to be voted upon by the shareholders Directors of the Company at with respect to this Agreement or the Shareholders’ MeetingMerger.