Genius Shareholder Approval. As promptly as is practicable after the --------------------------- execution of this Agreement, Genius shall submit this Agreement and the Acquisition and the other transactions contemplated hereby to its shareholders for approval and adoption as provided by German law and Genius' governing legal documents. Genius shall use its best efforts to solicit and obtain the written consent, or vote at a duly convened meeting, of its shareholders sufficient to approve the Acquisition, the other transactions contemplated hereby and this Agreement and to enable the Closing to occur as promptly as is practicable. The materials submitted to Genius' shareholders shall include information regarding Genius, the terms of the Acquisition, the other transactions contemplated hereby and this Agreement and the recommendation of the Managing Directors of Genius in favor of the Acquisition and this Agreement, in accordance with governing law of the Federal Republic of Germany and governing documents of Genius.
