Common use of Parent Shareholder Meeting Clause in Contracts

Parent Shareholder Meeting. As soon as reasonably practicable after obtaining the SHSE Clearance (but in any event within fifteen (15) Business Days thereof), Parent shall hold the Parent Shareholder Meeting. Parent shall, and shall cause its Subsidiaries and Representatives to, use their respective reasonable best efforts to solicit proxies from the Parent’s shareholders in favor of the approval of this Agreement, the Merger and the other transactions contemplated hereby and to obtain the Parent Shareholder Approval, and otherwise comply with all legal requirements applicable to the Parent Shareholder Meeting. Prior to the Effective Time or termination of this Agreement in accordance with its terms, the Board of Directors of Parent will not (i) (A) change, withhold, withdraw, qualify or modify, or publicly propose to change, withhold, withdraw, qualify or modify, in a manner adverse to the Company, the Parent Board Resolutions, (B) fail to submit for approval at the Parent Shareholders Meeting the matters resolved in the Parent Board Resolutions which are required to be approved at the Parent Shareholders Meeting in in connection with the transaction contemplated by this Agreement, (C) approve, or recommend the approval of, or publicly propose to approve, or recommend the approval of, any proposed alternative transaction, agreement or arrangement requiring or reasonably likely to cause Parent to abandon, terminate, or fail to consummate the Merger or any other transaction contemplated by this Agreement (a “Parent Alternate Proposal”), or (D) fail to publicly reaffirm the Parent Board Resolutions following any Parent Alternate Proposal having been publicly made, proposed or communicated (and not publicly withdrawn) within ten (10) Business Days after the Company so requests in writing or (ii) authorize, cause or permit Parent or any of its Subsidiaries or Representatives to execute or enter into any letter of intent or similar agreement or arrangement or enter into any agreement or, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar document, contract, agreement or arrangement with respect to any Parent Alternate Proposal.

Parent Shareholder Meeting. As Parent shall cause a meeting of its shareholders (the “Parent Shareholder Meeting”) to be duly called and held as soon as reasonably practicable after obtaining the SHSE Clearance date of this Agreement (but in any no event within fifteen later than 40 days after the Registration Statement is declared effective under the 0000 Xxx) for the purpose of voting on the approval of the issuance of shares of Parent Class A Common Stock as part of the Merger Consideration (15) Business Days thereofthe “Parent Stock Issuance”), Parent shall hold . In connection with the Parent Shareholder Meeting. , the Board of Directors of Parent shall, shall (i) (1) recommend approval of the Parent Stock Issuance to Parent’s shareholders and shall cause (2) use its Subsidiaries and Representatives to, use their respective reasonable best efforts to solicit proxies from the Parent’s shareholders in favor of the approval of this Agreement, the Merger and the other transactions contemplated hereby and to obtain the Parent Shareholder Approval, Approval and (ii) otherwise comply with all legal requirements applicable to such meeting. Without limiting the Parent Shareholder Meeting. Prior to generality of the Effective Time or termination of foregoing, unless this Agreement has terminated in accordance with its terms, the Board Parent Stock Issuance shall be submitted to the Parent’s shareholders at the Parent Shareholder Meeting. Parent shall not, without the prior written consent of Directors the Company, adjourn or postpone the Parent Shareholder Meeting; provided that Parent may, without the prior written consent of the Company adjourn or postpone the Parent will not (i) Shareholder Meeting (A) changeif, withholdas of the time for which the Parent Shareholder Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus), withdrawthere are insufficient shares of Parent Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Shareholder Meeting, qualify (B) after consultation with the Company, if the failure to adjourn or modifypostpone the Parent Shareholder Meeting would reasonably be expected to be a violation of Applicable Law for the distribution of any required supplement or amendment to the Joint Proxy Statement/Prospectus or (C) after consultation with the Company, for a single period not to exceed ten Business Days, to solicit additional proxies if necessary to obtain the Parent Shareholder Approval. The Company may require Parent to adjourn, delay or publicly propose postpone the Parent Shareholder Meeting once for a period not to changeexceed 30 calendar days (but prior to the date that is two Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Parent Shareholder Approval. Once Parent has established a record date for the Company Shareholder Meeting, withholdParent shall not change such record date or establish a different record date for the Parent Shareholder Meeting without the prior written consent of the Company (not to be unreasonably withheld, withdrawdelayed or conditioned), qualify unless required to do so by Applicable Law or modify, in a manner adverse to Parent’s organizational documents. Without the prior written consent of the Company, the Parent Board Resolutions, (B) fail to submit for approval at of the Parent Shareholders Meeting Stock Issuance shall be the only matter (other than matters resolved in the Parent Board Resolutions which are of procedure and matters required by Applicable Law to be approved at the Parent Shareholders Meeting in voted on by Parent’s stockholders in connection with the transaction contemplated by this Agreement, (Capproval of the Parent Stock Issuance) approve, or recommend the approval of, or publicly that Parent shall propose to approve, or recommend be acted on by the approval of, any proposed alternative transaction, agreement or arrangement requiring or reasonably likely to cause shareholders of Parent to abandon, terminate, or fail to consummate the Merger or any other transaction contemplated by this Agreement (a “Parent Alternate Proposal”), or (D) fail to publicly reaffirm at the Parent Board Resolutions following any Parent Alternate Proposal having been publicly made, proposed or communicated (and not publicly withdrawn) within ten (10) Business Days after the Company so requests in writing or (ii) authorize, cause or permit Parent or any of its Subsidiaries or Representatives to execute or enter into any letter of intent or similar agreement or arrangement or enter into any agreement or, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar document, contract, agreement or arrangement with respect to any Parent Alternate ProposalShareholder Meeting.

Parent Shareholder Meeting. As soon as reasonably practicable after obtaining Parent, acting through its Board of Directors, shall, in accordance with applicable law, duly call, convene and hold a meeting of the SHSE Clearance holders of Parent Ordinary Shares (but in any event within fifteen (15) Business Days thereof), Parent shall hold the "Parent Shareholder Meeting. Parent shall, and shall cause its Subsidiaries and Representatives to, use their respective reasonable best efforts to solicit proxies from ") as soon as practicable for the Parent’s shareholders in favor purpose of voting upon the approval of transactions contemplated by this Agreement, including the Merger Merger, the Parent Stock Option Agreement and the issuance of Parent Ordinary Shares and Options exercisable for Parent Ordinary Shares hereunder and thereunder and Parent agrees that this Agreement and the issuance of Parent Ordinary Shares and Options exercisable for or other transactions contemplated hereby rights to acquire Parent Ordinary Shares hereunder and thereunder shall be submitted at such meeting. Parent shall take all action necessary and advisable to secure the vote of shareholders required by applicable law and Parent's Articles of Association to obtain the Parent Shareholder Approvalapproval for the transactions contemplated by this Agreement, and otherwise comply with all legal requirements applicable to including the Merger, the Parent Shareholder MeetingStock Option Agreement, the matters referred to in Section 5.17 and the issuance of Parent Ordinary Shares and Options exercisable for or other rights to acquire Parent Ordinary Shares. Prior to the Effective Time or termination of this Agreement in accordance with its terms, Unless the Board of Directors of Parent will not otherwise determines (based on a majority vote of the Board of Directors in its good faith judgment that such other action is necessary to comply with its fiduciary duty to shareholders under applicable law after receiving the advice of outside legal counsel), (i) Parent's Board of Directors shall recommend approval by its shareholders of the transactions contemplated by this Agreement (Athe "Parent Recommendation"), (ii) changeneither Parent's Board of Directors nor any committee thereof shall amend, withholdmodify, withdraw, condition or qualify or modify, or publicly propose to change, withhold, withdraw, qualify or modify, the Parent Recommendation in a manner adverse to the Company, Company or take any action or make any statement inconsistent with the Parent Board ResolutionsRecommendation and (iii) Parent shall take all lawful action, (B) fail consistent with past practice, to submit for approval at solicit the Parent Shareholders Meeting the matters resolved in the Parent Board Resolutions which are required to be approved at the Parent Shareholders Meeting in in connection with the transaction contemplated by this Agreement, (C) approve, or recommend the approval of, or publicly propose to approve, or recommend the approval of, any proposed alternative transaction, agreement or arrangement requiring or reasonably likely to cause Parent to abandon, terminate, or fail to consummate the Merger or any other transaction contemplated by this Agreement (a “Parent Alternate Proposal”), or (D) fail to publicly reaffirm the Parent Board Resolutions following any Parent Alternate Proposal having been publicly made, proposed or communicated (and not publicly withdrawn) within ten (10) Business Days after the Company so requests in writing or (ii) authorize, cause or permit Parent or any of its Subsidiaries or Representatives to execute or enter into any letter of intent or similar agreement or arrangement or enter into any agreement or, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar document, contract, agreement or arrangement with respect to any Parent Alternate ProposalShareholder Approval.

Parent Shareholder Meeting. As soon as reasonably practicable after obtaining the SHSE Clearance (but in any event within fifteen (15) Business Days thereof), Parent shall hold cause a general meeting of its shareholders (such meeting, and any postponement or adjournment thereof, the “Parent Shareholder Meeting”) to be duly called and held as promptly as practicable for the purpose of securing the Parent Shareholder Approvals. The Board of Directors of Parent shall recommend that Parent’s shareholders grant the Parent Shareholder Approvals and include such recommendation in the Parent Shareholder Circular and shall not fail to make, withdraw or modify in a manner adverse to the Company or publicly propose to fail to make, withdraw or modify in a manner adverse to the Company the Parent Board Recommendation or take any action or make any statement inconsistent with the Parent Board Recommendation (any such action, including failing to initially recommend that Parent’s shareholders grant the Parent Shareholder Approvals, being referred to as a “Change in Parent Recommendation”). In connection with the Parent Shareholder Meeting. , Parent shallshall (i) as promptly as practicable prepare and then, and if required, file with the UK Listing Authority a draft copy of, shall cause use its Subsidiaries and Representatives to, use their respective reasonable best efforts to solicit proxies from have approved, if required, by the Parent’s shareholders in favor of the approval of this AgreementUK Listing Authority and shall thereafter promptly mail to its shareholders, the Merger and the other transactions contemplated hereby and to obtain the Parent Shareholder ApprovalCircular, (ii) use its reasonable best efforts to secure the Parent Shareholder Approvals and (iii) otherwise comply with all legal requirements applicable to such meeting. Notwithstanding anything in this Agreement to the contrary, at any time prior to the Parent Shareholder Meeting. Prior to the Effective Time or termination of this Agreement in accordance with its terms, the Board of Directors of Parent will not (i) (A) changemay if the Board of Directors of Parent determines in good faith, withholdafter consultation with outside counsel to Parent, withdrawthat it must take such action to comply with its fiduciary duties under applicable Law, qualify or modify, or publicly propose to change, withhold, withdraw, qualify or modify, make a Change in a manner adverse to the Company, the Parent Board Resolutions, (B) fail to submit for approval at the Recommendation. After any Change in Parent Shareholders Meeting the matters resolved Recommendation shall have occurred in the Parent Board Resolutions which are required to be approved at the Parent Shareholders Meeting in in connection compliance with the transaction contemplated by immediately preceding sentence, Parent shall not have any further obligations under this Agreement, (C) approve, Section 6.2 which shall thereafter be without any further force or recommend the approval of, or publicly propose to approve, or recommend the approval of, any proposed alternative transaction, agreement or arrangement requiring or reasonably likely to cause Parent to abandon, terminate, or fail to consummate the Merger or any other transaction contemplated by this Agreement (a “Parent Alternate Proposal”), or (D) fail to publicly reaffirm the Parent Board Resolutions following any Parent Alternate Proposal having been publicly made, proposed or communicated (and not publicly withdrawn) within ten (10) Business Days after the Company so requests in writing or (ii) authorize, cause or permit Parent or any of its Subsidiaries or Representatives to execute or enter into any letter of intent or similar agreement or arrangement or enter into any agreement or, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar document, contract, agreement or arrangement with respect to any Parent Alternate Proposaleffect.

Parent Shareholder Meeting. As (a) Parent shall, as soon as reasonably practicable after obtaining following the SHSE Clearance (but date of this Agreement, and as set forth in any event within fifteen (15) Business Days thereofthe notice referred to in Section 5.1(b)(i), convene and hold the Parent Stockholder Meeting. The Parent Board of Directors, except as otherwise permitted in this Section ‎5.2, shall give its unqualified recommendation that Parent’s stockholders approve the issuance of Parent ADSs in the Merger. Unless the Parent Board of Directors has withdrawn, modified, changed or qualified its recommendation that Parent’s stockholders approve the issuance of Parent ADSs in the Merger, Parent shall hold the Parent Shareholder Meeting. Parent shall, and shall cause its Subsidiaries and Representatives to, use their respective reasonable best efforts to solicit sufficient proxies from for such approval. Notwithstanding the foregoing, at any time prior to the receipt of the Parent Stockholder Approval, if the Parent Board of Directors, in the exercise of its duties to the stockholders of Parent, determines in good faith by a majority vote, after consultation with its outside counsel, that it cannot provide an unqualified recommendation or must withdraw, modify, change or qualify its recommendation that Parent’s shareholders stockholders approve the issuance of Parent ADSs in favor of the approval of this Agreement, the Merger and the other transactions contemplated hereby and (a “Parent Adverse Recommendation Change”) in order to obtain the Parent Shareholder Approval, and otherwise comply with all legal requirements applicable its duties to the Parent Shareholder Meeting. Prior to the Effective Time or termination of this Agreement in accordance with its terms, the Board of Directors stockholders of Parent will not (i) (A) change, withhold, withdraw, qualify under Applicable Law or modify, or publicly propose to change, withhold, withdraw, qualify or modify, in a manner adverse to the Companyany Order, the Parent Board Resolutionsof Directors may make a Parent Adverse Recommendation Change after, (B) fail if permitted under Applicable Law, providing Company with at least 24 hours prior notice of its determination and a reasonably detailed description of the reasons therefor. No Parent Adverse Recommendation Change shall change the obligation of Parent to submit for approval convene and hold the Parent Stockholders Meeting or to permit Parent stockholders to authorize the issuance of shares of Parent ADSs in the Merger at the Parent Shareholders Meeting the matters resolved in the Parent Board Resolutions which are required to be approved at the Parent Shareholders Meeting in in connection with the transaction contemplated by this Agreement, (C) approve, or recommend the approval of, or publicly propose to approve, or recommend the approval of, any proposed alternative transaction, agreement or arrangement requiring or reasonably likely to cause Parent to abandon, terminate, or fail to consummate the Merger or any other transaction contemplated by this Agreement (a “Parent Alternate Proposal”), or (D) fail to publicly reaffirm the Parent Board Resolutions following any Parent Alternate Proposal having been publicly made, proposed or communicated (and not publicly withdrawn) within ten (10) Business Days after the Company so requests in writing or (ii) authorize, cause or permit Parent or any of its Subsidiaries or Representatives to execute or enter into any letter of intent or similar agreement or arrangement or enter into any agreement or, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar document, contract, agreement or arrangement with respect to any Parent Alternate ProposalStockholders Meeting.

Parent Shareholder Meeting. As soon as reasonably practicable after obtaining the SHSE Clearance (but in any event within fifteen (15) Business Days thereof), Parent shall establish a record date (which date shall be mutually agreed with the Company) for, duly call, give notice of, convene and hold the Parent Shareholder Meeting, for the purpose of voting on the Transaction Proposals, which meeting shall be held not more than forty-five (45) days after the date on which Parent mails the Registration Statement / Proxy Statement to its shareholders (not including any adjournment thereof). Parent shall use its reasonable best efforts to obtain the approval of the Required Transaction Proposals, including by soliciting proxies as promptly as practicable in accordance with applicable Law and the Parent Governing Documents for the purpose of approving the Transaction Proposals. Parent shall, and shall cause through the Parent Board, recommend to its Subsidiaries and Representatives to, use their respective reasonable best efforts to solicit proxies from the Parent’s shareholders that they vote in favor of the approval of this AgreementTransaction Proposals (the “Parent Board Recommendation”), the Merger and the other transactions contemplated hereby and to obtain Parent shall include the Parent Shareholder Approval, and otherwise comply with all legal requirements applicable to Board Recommendation in the Parent Shareholder MeetingRegistration Statement / Proxy Statement. Prior to the Effective Time or termination of Unless this Agreement has been duly terminated in accordance with its terms, the Parent Board of Directors of Parent will shall not (i) (Aand no committee or subgroup thereof shall) change, withdraw, withhold, withdraw, qualify or modify, or publicly propose to change, withhold, withdraw, qualify or modifymodify the Parent Board Recommendation (a “Change in Recommendation”); provided, that the Parent Board may make a Change in Recommendation if it determines in good faith that a manner adverse failure to make a Change in Recommendation would reasonably be expected to be inconsistent with its fiduciary obligations under applicable Law. Notwithstanding anything to the Companycontrary contained in this Agreement, Parent shall be entitled to adjourn the Parent Shareholder Meeting (a) to ensure that any supplement or amendment to the Registration Statement / Proxy Statement that the Parent Board has determined in good faith is required by applicable Law is disclosed to Parent’s shareholders and for such supplement or amendment to be promptly disseminated to Parent’s shareholders prior to the Parent Shareholder Meeting, (b) if, as of the time for which the Parent Shareholder Meeting is originally scheduled (as set forth in the Registration Statement / Proxy Statement), there are insufficient Parent Class A Ordinary Shares and Parent Class B Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Parent Shareholder Meeting, (c) in order to solicit additional proxies from shareholders in favor of the adoption of the Required Transaction Proposals or (d) if a number Parent Class A Ordinary Shares have been elected to be redeemed by the holders thereof such that Parent does not reasonably expect that the condition set forth in Section 6.2(d) will be satisfied; provided, that in the event of an adjournment pursuant to clauses (a) or (b) above, the Parent Board ResolutionsShareholder Meeting shall be reconvened as promptly as practicable following such time as the matters described in such clauses have been resolved, (B) fail to submit for approval at and in no event shall the Parent Shareholders Shareholder Meeting the matters resolved in the Parent Board Resolutions which are required to be approved at the Parent Shareholders Meeting in in connection with the transaction contemplated by this Agreement, reconvened on a date that is later than five (C) approve, or recommend the approval of, or publicly propose to approve, or recommend the approval of, any proposed alternative transaction, agreement or arrangement requiring or reasonably likely to cause Parent to abandon, terminate, or fail to consummate the Merger or any other transaction contemplated by this Agreement (a “Parent Alternate Proposal”), or (D) fail to publicly reaffirm the Parent Board Resolutions following any Parent Alternate Proposal having been publicly made, proposed or communicated (and not publicly withdrawn) within ten (105) Business Days after prior to the Company so requests in writing or (ii) authorize, cause or permit Parent or any of its Subsidiaries or Representatives to execute or enter into any letter of intent or similar agreement or arrangement or enter into any agreement or, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar document, contract, agreement or arrangement with respect to any Parent Alternate ProposalOutside Date.

Parent Shareholder Meeting. As Parent shall cause a meeting of its shareholders (the “Parent Shareholder Meeting”) to be duly called and held as soon as reasonably practicable after obtaining the SHSE Clearance date of this Agreement (but in any no event within fifteen later than 40 days after the Registration Statement is declared effective under the 1000 Xxx) for the purpose of voting on the approval of the issuance of shares of Parent Class A Common Stock as part of the Merger Consideration (15) Business Days thereofthe “Parent Stock Issuance”), Parent shall hold . In connection with the Parent Shareholder Meeting. , the Board of Directors of Parent shall, shall (i) (1) recommend approval of the Parent Stock Issuance to Parent’s shareholders and shall cause (2) use its Subsidiaries and Representatives to, use their respective reasonable best efforts to solicit proxies from the Parent’s shareholders in favor of the approval of this Agreement, the Merger and the other transactions contemplated hereby and to obtain the Parent Shareholder Approval, Approval and (ii) otherwise comply with all legal requirements applicable to such meeting. Without limiting the Parent Shareholder Meeting. Prior to generality of the Effective Time or termination of foregoing, unless this Agreement has terminated in accordance with its terms, the Board Parent Stock Issuance shall be submitted to the Parent’s shareholders at the Parent Shareholder Meeting. Parent shall not, without the prior written consent of Directors the Company, adjourn or postpone the Parent Shareholder Meeting; provided that Parent may, without the prior written consent of the Company adjourn or postpone the Parent will not (i) Shareholder Meeting (A) changeif, withholdas of the time for which the Parent Shareholder Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus), withdrawthere are insufficient shares of Parent Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Shareholder Meeting, qualify (B) after consultation with the Company, if the failure to adjourn or modifypostpone the Parent Shareholder Meeting would reasonably be expected to be a violation of Applicable Law for the distribution of any required supplement or amendment to the Joint Proxy Statement/Prospectus or (C) after consultation with the Company, for a single period not to exceed ten Business Days, to solicit additional proxies if necessary to obtain the Parent Shareholder Approval. The Company may require Parent to adjourn, delay or publicly propose postpone the Parent Shareholder Meeting once for a period not to changeexceed 30 calendar days (but prior to the date that is two Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Parent Shareholder Approval. Once Parent has established a record date for the Company Shareholder Meeting, withholdParent shall not change such record date or establish a different record date for the Parent Shareholder Meeting without the prior written consent of the Company (not to be unreasonably withheld, withdrawdelayed or conditioned), qualify unless required to do so by Applicable Law or modify, in a manner adverse to Parent’s organizational documents. Without the prior written consent of the Company, the Parent Board Resolutions, (B) fail to submit for approval at of the Parent Shareholders Meeting Stock Issuance shall be the only matter (other than matters resolved in the Parent Board Resolutions which are of procedure and matters required by Applicable Law to be approved at the Parent Shareholders Meeting in voted on by Parent’s stockholders in connection with the transaction contemplated by this Agreement, (Capproval of the Parent Stock Issuance) approve, or recommend the approval of, or publicly that Parent shall propose to approve, or recommend be acted on by the approval of, any proposed alternative transaction, agreement or arrangement requiring or reasonably likely to cause shareholders of Parent to abandon, terminate, or fail to consummate the Merger or any other transaction contemplated by this Agreement (a “Parent Alternate Proposal”), or (D) fail to publicly reaffirm at the Parent Board Resolutions following any Parent Alternate Proposal having been publicly made, proposed or communicated (and not publicly withdrawn) within ten (10) Business Days after the Company so requests in writing or (ii) authorize, cause or permit Parent or any of its Subsidiaries or Representatives to execute or enter into any letter of intent or similar agreement or arrangement or enter into any agreement or, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar document, contract, agreement or arrangement with respect to any Parent Alternate ProposalShareholder Meeting.

Parent Shareholder Meeting. As soon as reasonably practicable after Parent shall take all actions in accordance with applicable law, its memorandum and articles of association and the rules of NASDAQ and the UKLA to cause an extraordinary general meeting of the shareholders of Parent (the “Parent Shareholder Meeting”) to be duly called and held for the purposes of obtaining the SHSE Clearance Parent Shareholder Approval. The Board of Directors of Parent shall, unless otherwise required by its fiduciary duties (but as determined in good faith by the Board of Directors of Parent (after consultation with Parent’s outside legal counsel)), recommend approval of the Parent Proposals and shall not amend, modify, withdraw or qualify the Parent Recommendation in a manner adverse to the Company or take any event within fifteen (15) action or make any statement inconsistent with the Parent Recommendation. In any event, the Board of Directors of Parent shall not amend, modify, withdraw or qualify the Parent Recommendation in a manner adverse to the Company or take any action or make any statement inconsistent with the Parent Recommendation unless Parent notifies the Company, in writing and at least 3 Business Days thereof)before taking that action, Parent shall hold of its intention to do so. In connection with the Parent Shareholder Meeting. , to the extent required by applicable law, Parent shallshall (a) as soon as practicable after the date of this Agreement and in accordance with the listing rules of the UKLA, and shall cause its Subsidiaries and Representatives to, use their respective reasonable best efforts to solicit proxies from the Parent’s shareholders in favor of obtain the approval of this Agreement, the Merger UKLA of the Listing Particulars and the other transactions contemplated hereby Parent Circular and to obtain mail the Parent Shareholder Approval, and otherwise comply Circular to its shareholders in compliance with all legal requirements applicable to the Parent Shareholder MeetingMeeting and the listing rules of the UKLA and if necessary, after the Parent Circular has been so posted, promptly circulate amended, supplemental or supplemented Parent Disclosure Documents and, if required in connection therewith, resolicit votes, (b) use its commercially reasonable efforts to secure the Parent Shareholder Approval, and (c) otherwise comply with all legal requirements applicable to that meeting. Prior to Parent shall cooperate with the Effective Time or termination of Company in fulfilling the Company’s obligations set forth in Section 6.02. Unless this Agreement is previously terminated in accordance with its terms, Parent shall (x) be obligated to call, give notice of, convene and hold the Parent Shareholder Meeting as promptly as practicable, and (y) submit the Parent Proposals to its shareholders, at the Parent Shareholder Meeting, even if the Parent Board of Directors determines at any time after the date of Parent will not (i) (A) change, withhold, withdraw, qualify or modify, or publicly propose to change, withhold, withdraw, qualify or modify, in a manner adverse to the Company, this Agreement that approval of the Parent Board Resolutions, (B) fail to submit for approval at Proposals is no longer advisable or recommends that the Parent Shareholders Meeting the matters resolved in the Parent Board Resolutions which are required to be approved at the Parent Shareholders Meeting in in connection with the transaction contemplated by this Agreement, (C) approve, or recommend the approval of, or publicly propose to approve, or recommend the approval of, any proposed alternative transaction, agreement or arrangement requiring or reasonably likely to cause Parent to abandon, terminate, or fail to consummate the Merger or any other transaction contemplated by this Agreement (a “Parent Alternate Proposal”), or (D) fail to publicly reaffirm the Parent Board Resolutions following any Parent Alternate Proposal having been publicly made, proposed or communicated (and not publicly withdrawn) within ten (10) Business Days after the Company so requests in writing or (ii) authorize, cause or permit Parent or any of its Subsidiaries or Representatives to execute or enter into any letter of intent or similar agreement or arrangement or enter into any agreement or, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar document, contract, agreement or arrangement with respect to any Parent Alternate Proposalshareholders reject them.

Parent Shareholder Meeting. As soon as reasonably practicable after obtaining the SHSE Clearance (but in any event within fifteen (15a) Business Days thereof), Parent shall establish a record date (which date shall be mutually agreed with the Company) for, duly call, give notice of, convene and hold the Parent Shareholder Meeting, for the purpose of voting on the Transaction Proposals, which meeting shall be held not more than forty-five (45) days after the date on which Parent mails the Registration Statement / Proxy Statement to its shareholders (not including any adjournment thereof). Parent shall use its reasonable best efforts to obtain the approval of the Required Transaction Proposals, including by soliciting proxies as promptly as practicable in accordance with applicable Law and the Parent Governing Documents for the purpose of approving the Transaction Proposals. Parent shall, and shall cause through the Parent Board, recommend to its Subsidiaries and Representatives to, use their respective reasonable best efforts to solicit proxies from the Parent’s shareholders that they vote in favor of the approval of this AgreementTransaction Proposals (the “Parent Board Recommendation”), the Merger and the other transactions contemplated hereby and to obtain Parent shall include the Parent Shareholder Approval, and otherwise comply with all legal requirements applicable to Board Recommendation in the Parent Shareholder MeetingRegistration Statement / Proxy Statement. Prior to the Effective Time or termination of Unless this Agreement has been duly terminated in accordance with its terms, the Parent Board of Directors of Parent will shall not (i) (Aand no committee or subgroup thereof shall) change, withdraw, withhold, withdraw, qualify or modify, or publicly propose to change, withhold, withdraw, qualify or modify, in a manner adverse to the Company, modify the Parent Board ResolutionsRecommendation (a “Change in Recommendation”); provided, (B) fail to submit for approval at the Parent Shareholders Meeting the matters resolved in that the Parent Board Resolutions which are required may make a Change in Recommendation if it determines in good faith that a failure to make a Change in Recommendation would reasonably be expected to be approved at the Parent Shareholders Meeting in in connection inconsistent with the transaction contemplated by this Agreement, (C) approve, or recommend the approval of, or publicly propose to approve, or recommend the approval of, any proposed alternative transaction, agreement or arrangement requiring or reasonably likely to cause Parent to abandon, terminate, or fail to consummate the Merger or any other transaction contemplated by this Agreement (a “Parent Alternate Proposal”), or (D) fail to publicly reaffirm the Parent Board Resolutions following any Parent Alternate Proposal having been publicly made, proposed or communicated (and not publicly withdrawn) within ten (10) Business Days after the Company so requests in writing or (ii) authorize, cause or permit Parent or any of its Subsidiaries or Representatives to execute or enter into any letter of intent or similar agreement or arrangement or enter into any agreement or, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar document, contract, agreement or arrangement with respect to any Parent Alternate Proposalfiduciary obligations under applicable Law.

Parent Shareholder Meeting. As Parent shall cause a meeting of its shareholders (the “ Parent Shareholder Meeting ”) to be duly called and held as soon as reasonably practicable after obtaining the SHSE Clearance date of this Agreement (but in any no event within fifteen later than 40 days after the Registration Statement is declared effective under the 0000 Xxx) for the purpose of voting on the approval of the issuance of shares of Parent Class A Common Stock as part of the Merger Consideration (15) Business Days thereofthe “ Parent Stock Issuance ”), Parent shall hold . In connection with the Parent Shareholder Meeting. , the Board of Directors of Parent shall, shall (i) (1) recommend approval of the Parent Stock Issuance to Parent’s shareholders and shall cause (2) use its Subsidiaries and Representatives to, use their respective reasonable best efforts to solicit proxies from the Parent’s shareholders in favor of the approval of this Agreement, the Merger and the other transactions contemplated hereby and to obtain the Parent Shareholder Approval, Approval and (ii) otherwise comply with all legal requirements applicable to such meeting. Without limiting the Parent Shareholder Meeting. Prior to generality of the Effective Time or termination of foregoing, unless this Agreement has terminated in accordance with its terms, the Board Parent Stock Issuance shall be submitted to the Parent’s shareholders at the Parent Shareholder Meeting. Parent shall not, without the prior written consent of Directors the Company, adjourn or postpone the Parent Shareholder Meeting; provided that Parent may, without the prior written consent of the Company adjourn or postpone the Parent will not (i) Shareholder Meeting (A) changeif, withholdas of the time for which the Parent Shareholder Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus), withdrawthere are insufficient shares of Parent Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Shareholder Meeting, qualify (B) after consultation with the Company, if the failure to adjourn or modifypostpone the Parent Shareholder Meeting would reasonably be expected to be a violation of Applicable Law for the distribution of any required supplement or amendment to the Joint Proxy Statement/Prospectus or (C) after consultation with the Company, for a single period not to exceed ten Business Days, to solicit additional proxies if necessary to obtain the Parent Shareholder Approval. The Company may require Parent to adjourn, delay or publicly propose postpone the Parent Shareholder Meeting once for a period not to changeexceed 30 calendar days (but prior to the date that is two Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Parent Shareholder Approval. Once Parent has established a record date for the Company Shareholder Meeting, withholdParent shall not change such record date or establish a different record date for the Parent Shareholder Meeting without the prior written consent of the Company (not to be unreasonably withheld, withdrawdelayed or conditioned), qualify unless required to do so by Applicable Law or modify, in a manner adverse to Parent’s organizational documents. Without the prior written consent of the Company, the Parent Board Resolutions, (B) fail to submit for approval at of the Parent Shareholders Meeting Stock Issuance shall be the only matter (other than matters resolved in the Parent Board Resolutions which are of procedure and matters required by Applicable Law to be approved at the Parent Shareholders Meeting in voted on by Parent’s stockholders in connection with the transaction contemplated by this Agreement, (Capproval of the Parent Stock Issuance) approve, or recommend the approval of, or publicly that Parent shall propose to approve, or recommend be acted on by the approval of, any proposed alternative transaction, agreement or arrangement requiring or reasonably likely to cause shareholders of Parent to abandon, terminate, or fail to consummate the Merger or any other transaction contemplated by this Agreement (a “Parent Alternate Proposal”), or (D) fail to publicly reaffirm at the Parent Board Resolutions following any Parent Alternate Proposal having been publicly made, proposed or communicated (and not publicly withdrawn) within ten (10) Business Days after the Company so requests in writing or (ii) authorize, cause or permit Parent or any of its Subsidiaries or Representatives to execute or enter into any letter of intent or similar agreement or arrangement or enter into any agreement or, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar document, contract, agreement or arrangement with respect to any Parent Alternate ProposalShareholder Meeting.