Common use of Shareholders Meeting Clause in Contracts

Shareholders Meeting. (a) As soon as practicable after the SEC confirms that it has no further comments on the Schedule 13E-3 but in any event no later than two (2) 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”) 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, the Company agrees that unless Parent shall have otherwise approved in writing or as required otherwise by applicable Laws or stock exchange requirements, the Company shall, if possible, 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, (ii) 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 occur as soon as reasonably practicable but in any event within thirty (30) days 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 (iii) instruct or otherwise cause the Depository 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.

Shareholders Meeting. (a) As soon The Company will call and hold a meeting of the shareholders of the Company for the purpose of voting upon the adoption and approval of this Agreement and the transactions contemplated by this Agreement (such meeting, the “Company Shareholders’ Meeting”). The Company Shareholders’ Meeting and the record date therefor will be held (on a date selected by the Company in consultation with Parent (the “Company Meeting Date”)) as promptly as practicable after (but no later than thirty (30) days) following the earliest of the date on which the SEC confirms staff advises the Company that it has no further comments on the Proxy Statement and Schedule 13E-3 but or that it is not reviewing the Proxy Statement and Schedule 13E-3. The Company shall not postpone or adjourn the Company Shareholders’ Meeting, except to the extent required by applicable Law or requested by Parent (in any event no later than two (2Parent’s sole discretion) days after such confirmationto permit additional time to solicit the Required Shareholder Vote if sufficient proxies constituting the Required Shareholder Vote have not been received by the Company. If prior to the Company Shareholders’ Meeting there has not been a sufficient number of proxies cast to constitute the Required Shareholder Vote, and provided Parent has irrevocably voted all of its and its controlled Affiliates’ Common Shares in favor of the Merger, the Company shall (i) establish a record date for determining shareholders of will, at Parent’s written request, postpone or adjourn the Company entitled to vote at the Shareholders’ Meeting one time and for no longer than thirty (30) days. The Company shall keep the “Record Date”) and shall not change such Record Date Purchasers updated with respect to proxy solicitation results as reasonably requested by Parent or establish a different record date for Merger Sub. Notwithstanding anything to the Shareholders’ Meeting without the prior written consent of Parentcontrary contained in this Agreement, unless required this Agreement shall have been terminated prior to do so by applicable Law; provided, that in the event that the date of the Company Shareholders’ Meeting as originally called is for any reason adjourned or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing or as required otherwise by applicable Laws or stock exchange requirements, the Company shall, if possible, 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, (ii) 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 occur as soon as reasonably practicable but in any event within thirty (30) days 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 (iii) instruct or otherwise cause the Depository 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 Parentits terms, 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 obligation of the Company at to call, give notice of, convene and hold the Company Shareholders’ MeetingMeeting in accordance with this Section 5.3 shall not be affected by the announcement or submission to it of any Acquisition Proposal or by the making of an Adverse Company Recommendation.

Shareholders Meeting. (a) As soon The Company shall call a special meeting of its shareholders, to be held as promptly as practicable following the Closing, but in no event later than 75 days after the SEC confirms Closing, to vote on proposals (the “Shareholder Proposals”) to (i) approve the issuance of the Underlying Shares upon conversion of the Preferred Shares into Common Stock (voting and non-voting) for purposes of NASDAQ Listing Rule 5635, and (ii) if necessary, amend the Articles of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit the full conversion of the Preferred Shares (such approval of the Shareholder Proposals, “Shareholder Approvals”). The Board of Directors of the Company shall recommend to the Company’s shareholders that it has no further comments on such shareholders vote in favor of the Schedule 13E-3 but in any event no later than two (2) days after Shareholder Proposals. In connection with such confirmationmeeting, the Company shall promptly prepare and file (ibut in no event more than 15 Business Days after the Closing Date) establish with the Commission a record date for determining shareholders preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the Company entitled Commission or its staff and to vote at cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the Shareholders’ Meeting (Company’s shareholders not more than 10 Business Days after clearance thereof by the “Record Date”) Commission, and shall not change use its reasonable best efforts to solicit proxies for such Record Date or establish a different record date for the ShareholdersShareholder Approvals. If at any time prior to such shareholders’ Meeting without the prior written consent of Parent, unless meeting there shall occur any event that is required to do so by applicable Law; providedbe set forth in an amendment or supplement to the proxy statement, that in the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. In the event that Shareholder Approvals are not obtained at such special shareholders’ meeting, the Company shall include a proposal to approve (and the Board of Directors shall recommend approval of) such proposal at a meeting of its shareholders to be held no less than once in each subsequent six-month period beginning on the date of the Shareholderssuch special shareholders’ Meeting as originally called meeting until such approval is for any reason adjourned or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing or as required otherwise by applicable Laws or stock exchange requirements, the Company shall, if possible, 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, (ii) 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 occur as soon as reasonably practicable but in any event within thirty (30) days 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 (iii) instruct or otherwise cause the Depository 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’ Meetingobtained.

Shareholders Meeting. The Company will take, in accordance with applicable Law and its articles of incorporation and by-laws, all action necessary to establish a record date for, duly call and give notice of a meeting of holders of Shares (athe “Shareholders Meeting”) As soon as promptly as practicable after the SEC confirms that it has Form S-4 is declared effective (and in no further comments on the Schedule 13E-3 but in any event no later more than two (2) 45 calendar days after the Form S-4 becomes effective), and as promptly as practicable convene and hold the Shareholders Meeting, to consider and vote upon the approval of this Agreement (and if such confirmation, meeting is an annual meeting of the Company shall (i) establish and not a record date special meeting, such other customary matters as may be appropriate for determining an annual meeting of shareholders of the Company entitled Company), cause such vote to vote at the Shareholders’ Meeting (the “Record Date”) be taken and completed as soon as practicable and shall not change postpone or adjourn such Record Date meeting except to the extent required by Law or establish a different record date for the Shareholders’ Meeting without with the prior written consent of Parent. Subject to Section 7.2(d), unless required to do so by applicable Law; providedSection 7.2(e) and Section 7.2(f) hereof, that the board of directors of the Company shall recommend such approval, include the Company Recommendation in the event Proxy Statement/Prospectus, shall use its reasonable best efforts to obtain and solicit such approval of this Agreement. Notwithstanding the foregoing, if on a date within two (2) business days of the date the Shareholders Meeting is scheduled (the “Original Date”), (A) the Company has not received proxies representing the Requisite Company Vote, whether or not a quorum is present or (B) it is necessary to ensure that any supplement or amendment to the Proxy Statement is timely provided to the Company’s shareholders, the Company may, or if Parent so requests, shall, postpone or adjourn, or make one or more successive postponements or adjournments of, the Shareholders Meeting as long as the date of the Shareholders’ Shareholders Meeting as originally called is for not postponed or adjourned more than ten (10) calendar days in connection with any reason adjourned one postponement or otherwise delayed, adjournment or more than an aggregate of twenty (20) calendar days from the Original Date in reliance on the preceding sentence. The Company agrees that unless shall (i) keep Parent shall have otherwise approved in writing or as required otherwise by applicable Laws or stock exchange requirements, the Company shallreasonably updated concerning proxy solicitation results on a timely basis (including, if possiblerequested by Parent, 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, promptly providing daily voting reports) and (ii) mail or cause provide written notice to be mailed Parent on the Proxy Statement day preceding the Shareholders Meeting and on the day of, but prior to the holders of Shares (and concurrently furnish the Proxy Statement under Form 6-K)Shareholders Meeting, including Shares represented by ADSs, indicating whether as of such date sufficient proxies representing the Record Date, which meeting the Requisite Company shall duly convene and cause to occur as soon as reasonably practicable but in any event within thirty (30) days 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 (iii) instruct or otherwise cause the Depository 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’ MeetingVote have been obtained.

Shareholders Meeting. (a) 5.1.1 As soon as practicable following the date of this Agreement, the Company and Acquiror shall prepare and file with the SEC a preliminary Proxy Statement in form and substance satisfactory to each of Acquiror and the Company, and Acquiror shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus. Each of the Company and Acquiror shall use commercially reasonable efforts to (i) respond to any comments of the SEC and (ii) have the Registration Statement declared effective under the Securities Act and the rules and regulations promulgated thereunder as promptly as practicable after such filing and to keep the Registration Statement effective as long as is reasonably necessary to consummate the Merger. Each of the Company and Acquiror will use commercially reasonable efforts to cause the Proxy Statement to be mailed to the Company's shareholders or Acquiror's shareholders, respectively, as promptly as practicable after the Registration Statement is declared effective under the Securities Act. It shall be a condition precedent to the Company's obligation to mail the Proxy Statement that the opinion of Prudential referred to in SECTION 3.1.21 not have been withdrawn. It shall be a condition precedent to Acquiror's obligation to mail the Proxy Statement that the opinion of Acquiror Financial Advisor referred to in SECTION 3.2.20 not have been withdrawn. Each party will notify the other promptly of the receipt of any comments from the SEC confirms that it has no further comments on and of any request by the Schedule 13E-3 but SEC for amendments or supplements to the Registration Statement or the Proxy Statement or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives and the SEC, with respect to the Registration Statement or the Proxy Statement. The Registration Statement and the Proxy 25 31 Statement shall comply in all material respects with all applicable requirements of law. Whenever any event no later than two occurs which is required to be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement, Acquiror or the Company, as the case may be, shall promptly inform the other of such occurrences and cooperate in filing with the SEC and/or mailing to the shareholders of Acquiror and the shareholders of the Company such amendment or supplement. The Proxy Statement shall include the recommendations of the Board of Directors of Acquiror in favor of the issuance of Acquiror Common Stock and of the Board of Trust Managers of the Company in favor of the Merger, provided that (2i) days after the recommendation of the Board of Trust Managers of the Company may not be included or may be withdrawn if the Board of Trust Managers of the Company has accepted a proposal for a Superior Competing Transaction in accordance with the terms of SECTION 7.1; and (ii) the recommendation of the Board of Directors of Acquiror may not be included or may be withdrawn if the Board of Directors of the Acquiror has accepted a proposal for an Alternative Transaction in accordance with the terms of SECTION 7.2. Acquiror also shall take any action required to be taken under any applicable state securities or "blue sky" laws in connection with the issuance of Acquiror Stock pursuant to the Merger and will pay or cause an Acquiror Subsidiary to pay all expenses incident thereto. In connection with the preparation of the Proxy Statement and the Registration Statement, Acquiror shall use reasonable efforts to cause to be delivered to the Company prior to the mailing of the Proxy Statement to Acquiror's shareholders and the Company's shareholders, the opinion of King & Spalding, dated the date of the Proxy Statement, that (i) for its taxable year ended December 31, 1993 and for all subsequent taxable years ending on or before the Closing Date, Acquiror was organized and has operated in conformity with the requirements for qualification as a REIT under the Code and (ii) each Acquiror Subsidiary that is a partnership, joint venture or limited liability company has been during and since formation, and continues to be, treated as of such confirmationdate, for federal income tax purposes, as a partnership and not as a corporation or an association taxable as a corporation. In connection with the preparation of the Proxy Statement and the Registration Statement, the Company shall (i) establish a record date for determining shareholders of the Company entitled use reasonable efforts to vote at the Shareholders’ Meeting (the “Record Date”) 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, the Company agrees that unless Parent shall have otherwise approved in writing or as required otherwise by applicable Laws or stock exchange requirements, the Company shall, if possible, 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, (ii) mail or cause to be mailed delivered to Acquiror and Merger Sub prior to the mailing of the Proxy Statement to the holders Company's shareholders and Acquiror's shareholders, the opinion of Shares (and concurrently furnish Winsxxxx Xxxhxxxx & Xinixx X.X., dated 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 occur as soon as reasonably practicable but in any event within thirty (30) days following the mailing date of the Proxy Statement, that (i) for its taxable year ended December 31, 1993 and for all subsequent taxable years ending on or before the Closing Date, the Company was organized and has operated in conformity with the requirements for qualification as a REIT under the Code and (ii) each Company Subsidiary that is a partnership, joint venture or limited liability company has been during and since formation, and continues to be, treated as of such date, for federal income tax purposes, as a partnership and not as a corporation or an association taxable as a corporation. 5.1.2 The Company will, as soon as practicable following the date of this Agreement (but in no event sooner than 20 business days following the date the Proxy Statement is mailed to the shareholders of the Company), convene and hold a meeting of its shareholders (the "Company Shareholders Meeting") for the purpose of voting upon obtaining the authorization and Company Shareholder Approvals. The Company will, through its Board of Trust Managers, recommend to its shareholders approval of this Agreement, the Plan of Merger Agreement and the Transactions, including Transactions and use all reasonable efforts to solicit from its shareholders proxies in favor of approval of this Agreement and the Merger, Transactions and (iii) instruct take all other action necessary or otherwise cause advisable to secure the Depository vote of shareholders to (A) fix obtain such approvals; provided that the Record Date as the record date for determining the holders of ADSs who shall be entitled to give instructions for the exercise recommendation of the voting rights pertaining to Board of Trust Managers of the Shares represented by ADSs (Company may be withdrawn if the “Record ADS Holders”), (B) provide all proxy solicitation materials to all Record ADS Holders and (C) vote all Shares represented by ADSs Board of Trust Managers of the Company has accepted a proposal for a Superior Competing Transaction in accordance with the instructions terms of such corresponding Record ADS HoldersSECTION 7.1.4. Subject 5.1.3 Acquiror will, as soon as practicable following the date of this Agreement (but in no event sooner than 20 business days following the date the Proxy Statement is mailed to Section 6.02(bthe shareholders of Acquiror), without convene and hold a meeting of its shareholders (the consent "Acquiror Shareholders Meeting") for the purpose of Parentobtaining the Acquiror Shareholder Approvals. Acquiror will, the authorization and through its Board of Directors, recommend to its shareholders approval of this Agreement, the Plan of Merger Agreement and the Transactions, including the Merger, are the only matters (other than procedural matters) that shall be proposed Transactions and use all reasonable efforts to be voted upon by the solicit from its shareholders proxies in favor of the Company at Acquiror Shareholder Approvals and take all other action necessary or advisable to secure the Shareholders’ Meeting.vote of shareholders to obtain such approvals; provided that the recommendation of the Board of Directors of Acquiror may be withdrawn if 26 32 the Board of Directors of Acquiror has accepted a proposal for an Alternative Transaction in accordance with the terms of SECTION 7.2.4. SECTION 5.2

Shareholders Meeting. (a) As soon Subject to the terms and conditions of this Agreement and unless this Agreement has been terminated in accordance with Article VIII, the Company, acting through the Company Board, shall take all actions in accordance with applicable Law, its Articles of Incorporation and By-laws and the rules of The Nasdaq Stock Market to promptly and duly fix a record date for, call, give notice of, convene and hold as promptly as reasonably practicable after the SEC confirms that it has no further comments on the Schedule 13E-3 but in any event no date of this Agreement, and not later than two (2) 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”) 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 40th calendar day immediately following the date of the Shareholders’ mailing of the Proxy Statement absent any legal restraint that prevents such action, the Company Meeting as originally called is for any reason adjourned or otherwise delayedthe purpose of considering and voting upon the Company Voting Proposal. Without limiting the generality of the foregoing, and subject to Section 6.1, the Company agrees that unless its obligations pursuant to this Section 6.5 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Acquisition Proposal. Subject to Section 6.1, the Company Board shall recommend adoption of the Company Voting Proposal by the shareholders of the Company and include such recommendation in the Proxy Statement. Except to the extent the Company Board has effected a Company Adverse Recommendation Change, the Company shall use its reasonable best efforts to solicit from its shareholders proxies in favor of the Company Voting Proposal and shall use reasonable best efforts to secure the vote of the shareholders of the Company required by the rules of The Nasdaq Stock Market or the RIBCA to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consulting with the Parent shall have otherwise approved and considering in writing good faith Parent’s recommendation, may, adjourn or postpone the Company Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company’s shareholders (or that the information set forth therein is publicly available for a reasonable period of time so as required otherwise by applicable Laws or stock exchange requirementsto allow shareholders to become aware of such information) or, if as of the time for which the Company Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient affirmative votes to duly authorize the Company Voting Proposal. If as of the time for which the Company Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient affirmative votes to duly authorize the Company Voting Proposal, the Company shall, if possiblerequested to do so in writing by the Parent, implement such adjournment adjourn or other delay in such a way postpone the Company Meeting for up to 30 days. The parties agree that the affirmative vote for adoption of the Company does not establish a new Record Date for the Shareholders’ Meeting, as so adjourned or delayed, (ii) mail or cause to be mailed the Proxy Statement to Voting Proposal by the holders of Shares (and concurrently furnish the Proxy Statement under Form 6-K), including Shares represented by ADSs, as a majority of the Record Date, which meeting the Company shall duly convene and cause to occur as soon as reasonably practicable but in any event within thirty (30) days 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 (iii) instruct or otherwise cause the Depository to (A) fix the Record Date as shares outstanding on the record date for determining the meeting of the Company’s shareholders (the “Company Meeting”) to consider the Company Voting Proposal, of (i) the Class A Common Stock and Class B Common Stock, voting together as a single class, and (ii) the Class B Common Stock, voting as a separate class (clauses (i) and (ii) together, the “Required Company Shareholder Vote”), is the only vote of the holders of ADSs who shall be entitled to give instructions any class or series of the Company’s capital stock or other securities necessary for the exercise adoption of this Agreement and for the consummation by the Company of the voting rights pertaining to Merger and the Shares represented other transactions contemplated 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 except as may otherwise be proposed to be voted upon required by the shareholders of the Company at the Shareholders’ MeetingLaw.

Shareholders Meeting. Subject to Section 6.6 and ARTICLE VIII, the Company shall take, in accordance with applicable Law and the Company Memorandum and Articles of Association, all actions necessary to convene an extraordinary general meeting (a) As soon the “Shareholders’ Meeting”), including sending notices and a statement containing relevant information to the Merger, as promptly as reasonably practicable after the SEC confirms that it has no further comments on the Schedule 13E-3 and Proxy Statement to consider and vote upon the approval of this Agreement and the Merger; provided, however, for the avoidance of doubt, the Company may adjourn the Shareholders’ Meeting for up to thirty calendar days (but in any event no later than two Business Days prior to the Termination Date) (2i) with the written consent of Parent; (ii) if at the time the Shareholders’ Meeting proceeds to business there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Shareholders’ Meeting; or (iii) to allow reasonable time for the filing and mailing of any supplemental or amended disclosure which the board of directors of the Company has determined in good faith after consultation with outside counsel is necessary or advisable under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Shareholders’ Meeting. Provided each Consortium Member has complied with its obligations under the Voting and Subscription Agreement, Parent may request on only one occasion that the Company adjourn the Shareholders’ Meeting for up to thirty calendar days after such confirmation(but in any event no later than two Business Days prior to the Termination Date), if as of the time for which the Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Shares represented (either in person or by proxy) (x) to constitute a quorum necessary to conduct the business at the Shareholders’ meeting or (y) voting in favour of approval of this Agreement and the Transactions to obtain the Company Requisite Vote in which event the Company shall, in each case, cause the Shareholders’ Meeting to be adjourned in accordance with Parent’s request. In the event that subsequent to the date hereof, the board of directors of the Company makes a Change of Company Position (as defined below), the Company shall (i) establish a record date for determining shareholders of have the Company entitled right not to vote at the Shareholders’ Meeting (the “Record Date”) 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, the Company agrees that unless Parent shall have otherwise approved in writing or as required otherwise by applicable Laws or stock exchange requirements, the Company shall, if possible, 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, (ii) mail or cause to be mailed the Proxy Statement 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, which meeting the Company shall duly convene and cause to occur as soon as reasonably practicable but in any event within thirty (30) days 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 (iii) instruct or otherwise cause the Depository 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 for 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.

Shareholders Meeting. If (ai) As soon Parent or the Company determines in good faith that the Offer Condition set forth in clause (c)(vi) of Annex I is not capable of being satisfied, (ii) the Shareholder Approval is required by applicable Law after the Offer Closing or (iii) (A) the Company has not received any Takeover Proposal and (B) the Acceptance Time has not occurred on or prior to the date that is thirty (30) business days after the date of the commencement of the Offer pursuant to Section 1.01(a), then, in each case, after receipt by (x) the Company of a written request from Parent or (y) Parent of a written request from the Company (the date on which such notice is received by Parent or the Company, the “Shareholders’ Meeting Trigger Date”), the Company shall, as promptly as practicable after the Shareholders’ Meeting Trigger Date, duly set a record date for, call, give notice of, convene and hold a special meeting of shareholders of the Company (the “Shareholders’ Meeting”) for the purpose of obtaining the Shareholder Approval as promptly as reasonably practicable following the date upon which the Proxy/Information Statement is cleared by the SEC confirms (with the record date and meeting date to be set by the board of directors of the Company after consultation with Parent, which record date shall be after the Shareholders’ Meeting Trigger Date). Subject to the terms of this Agreement, the Company Board shall recommend that it has no further comments on the Schedule 13E-3 but shareholders of the Company vote in any event no later than two favor of approval of the Merger and the adoption of this Agreement. At the Shareholders’ Meeting, Parent will cause all shares of Company Common Stock held of record by Parent or Sub (2or its assignees, if any) days after such confirmationas of the applicable record date and entitled to vote thereon to be voted in favor of the approval of the Merger and the adoption of this Agreement. The Company shall comply with the MBCA, the Company Articles of Incorporation, the Company By-Laws, the Exchange Act and the rules and regulations of NASDAQ in connection with the Shareholders’ Meeting, including preparing and delivering the Proxy/Information Statement to the Company’s shareholders as required pursuant to the Exchange Act and Section 7.01(b) below. Subject to the terms of this Agreement, following the Shareholders’ Meeting Trigger Date, the Company shall (i) establish a record date for determining use its commercially reasonable efforts to solicit from its shareholders proxies in favor of approval of the Merger and the adoption of this Agreement in compliance with all applicable Laws and all rules of NASDAQ, and secure any other approval of shareholders of the Company entitled that is required by applicable Law to vote at effect the Shareholders’ Meeting Merger, provided, that (i) the “Record Date”) and Company shall not change such Record Date the date of (or establish a different the record date for for), postpone or adjourn the Shareholders’ Meeting without the consent of Parent and (ii) the Company shall postpone or adjourn the Shareholders’ Meeting if so requested by Parent by prior written consent notice to the Company. Unless this Agreement is validly terminated in accordance with Section 9.01, the Company shall submit this Agreement to its shareholders at the Shareholders’ Meeting even if the Company Board or the Committee of Disinterested Directors shall have effected an Adverse Recommendation Change or proposed or announced any intention to do so. The Company shall, upon the reasonable request of Parent, unless required advise Parent at least on a daily basis on each of the last seven business days prior 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, to the aggregate tally of proxies received by the Company agrees that unless Parent shall have otherwise approved in writing or as required otherwise by applicable Laws or stock exchange requirements, the Company shall, if possible, 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, (ii) mail or cause to be mailed the Proxy Statement with respect to the holders of Shares (and concurrently furnish Shareholder Approval. Without 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 occur as soon as reasonably practicable but in any event within thirty (30) days 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 (iii) instruct or otherwise cause the Depository 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 and approval adoption of this Agreement, the Plan of Merger Agreement and the Transactions, transactions contemplated hereby (including the Merger, are ) shall be the only matters matter (other than procedural matters) that the Company shall be proposed propose to be voted upon acted on by the shareholders of the Company at the Shareholders’ Meeting.

Shareholders Meeting. The Company will take, in accordance with applicable Law and its articles of incorporation and bylaws, all action necessary to convene a meeting of Shareholders (the “Shareholders Meeting”) as promptly as practicable after the execution of this Agreement, and in any event no later than forty-five (45) days after (a) As soon as practicable the tenth (10th) day after the preliminary Proxy Statement has been filed with the SEC if by such date the SEC has not informed the Company that it intends to review the Proxy Statement or (b) if the SEC has by such date informed the Company that it intends to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Schedule 13E-3 but in any event no later than two (2) days after such confirmationProxy Statement; provided, that the Company shall (i) establish a record date for determining shareholders of the Company entitled to vote at the Shareholders’ Shareholders Meeting may be adjourned, recessed or delayed for a reasonable period (the “Record Date”) and shall not change such Record Date or establish a different record date for the Shareholders’ Meeting provided, that without the prior written consent of Parent, unless each such adjournment, recess or delay shall be for a period not to exceed ten (10) days), if as of the time for which the Shareholders Meeting is scheduled, the Company reasonably believes there are insufficient Shares represented (either in person or by proxy) and voting to obtain the Requisite Company Vote or to constitute a quorum necessary to conduct the business of the Shareholders Meeting and the Company shall not otherwise postpone, recess or adjourn such meeting except to the extent required by Law. Subject to do so by applicable Law; providedSection 5.2(e), that in the Company Board shall use its reasonable best efforts to obtain the Requisite Company Vote. In the event that subsequent to the date of the Shareholders’ Meeting as originally called is for any reason adjourned or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing or as required otherwise by applicable Laws or stock exchange requirements, the Company shall, if possible, 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, (ii) 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 occur as soon as reasonably practicable but in any event within thirty (30) days following the mailing of the Proxy Statement, for the purpose of voting upon the authorization and approval of this Agreement, the Plan Company Board makes a Change of Merger and Recommendation, the Transactions, including the Merger, and (iii) instruct or otherwise cause the Depository Company nevertheless shall continue to (A) fix the Record Date as the record date for determining submit this Agreement to 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 (for approval at the “Record ADS Holders”), (B) provide all proxy solicitation materials to all Record ADS Holders and (C) vote all Shares represented by ADSs Shareholders Meeting unless this Agreement shall have been terminated in accordance with its terms prior to 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’ Shareholders Meeting.

Shareholders Meeting. The Company, acting through the Company Board (a) As soon or a committee thereof), shall as promptly as reasonably practicable after following the date on which the Company files and/or cleared with the SEC confirms that it has no further comments on the Schedule 13E-3 Form 6-K with the Proxy Statement (but in any event no later than two (2) days after such confirmationsubject to the last sentence of this Section 7.02), take all action required under the Bermuda Companies Act, the memorandum of association and the bye-laws of the Company shall and the applicable requirements of the NASDAQ necessary to promptly and duly call, give notice of, convene and hold as promptly as reasonably practicable the Shareholders’ Meeting; provided that the Company may adjourn such meeting solely (i) establish a record date for determining shareholders to the extent required by Law, (ii) to allow reasonable additional time to solicit additional proxies to the extent the Company reasonably believes necessary in order to approve the Bye-Laws Amendments and/or to obtain the Requisite Company Vote, (iii) if as of the Company entitled to vote at time for which the Shareholders’ Meeting is originally scheduled (the “Record Date”) 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 as set forth in the event that Proxy Statement) there are insufficient Shares represented (either in person or by proxy) to constitute a quorum as necessary to conduct the date business of the Shareholders’ Meeting as originally called is or (iv) to allow reasonable time for the filing and mailing of any reason adjourned supplemental or otherwise delayed, amended disclosure which the Company agrees that unless Parent shall have otherwise approved Board has determined in writing good faith after consultation with outside legal counsel is necessary under applicable Laws, and for such supplemental or as required otherwise amended disclosure to be disseminated and reviewed by applicable Laws or stock exchange requirements, the Company shall, if possible, implement such adjournment or other delay in such a way that the Company does not establish a new Record Date for Shareholders prior to the Shareholders’ Meeting. The Company, as so adjourned acting through the Company Board (or delayeda committee thereof), shall, subject to Section 7.04(c) and Section 7.04(d), (iia) mail or cause to be mailed make the Company Recommendation and include in the Proxy Statement the Company Recommendation and, subject to the holders of Shares (and concurrently furnish the Proxy Statement under Form 6-K), including Shares represented by ADSs, as consent of the Record DateFinancial Advisor, which meeting the written opinion of the Financial Advisor, and (b) use its reasonable best efforts to obtain the Requisite Company Vote; provided that the Company shall duly convene and cause Board may (1) fail to occur as soon as reasonably practicable but include the Company Recommendation in any event within thirty (30) days following the mailing of the Proxy Statement, for (2) withdraw, modify, qualify or change the purpose Company Recommendation, in a manner adverse to Parent or Amalgamation Sub, or (3) adopt, approve or recommend, or publicly propose or announce any intent to adopt, approve or recommend, any of voting upon the authorization foregoing (including any Competing Transaction) or otherwise take any other action or make any other public statement in connection with the Shareholders’ Meeting inconsistent with the Company Recommendation (any of the actions described in the foregoing clauses (1) through (3), a “Change in the Company Recommendation”), in each case in accordance with the terms and approval conditions of Section 7.04(c) and Section 7.04(d), as applicable, and, following such Change in the Company Recommendation, may fail to use such reasonable best efforts to obtain the Requisite Company Vote. Notwithstanding anything to the contrary contained in this Agreement, the Plan of Merger and Company shall not be required to hold the Transactions, including the Merger, and (iii) instruct or otherwise cause the Depository 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 Shareholders’ Meeting if this Agreement is validly terminated 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’ MeetingArticle IX.

Shareholders Meeting. Agilysys, acting through the board of directors of Agilysys (athe “Agilysys Board”), shall, in accordance with applicable Law and the Agilysys Articles of Incorporation and Code of Regulations, (i) As soon duly call, give notice of, convene and hold an annual or special meeting of its shareholders (the “Shareholders’ Meeting”) as promptly as practicable for the purpose of considering and taking action on this Agreement and the transactions contemplated hereby (“Shareholder Approval”), and (ii) subject to the last sentence of this Section 8.1.8(a), (A) include in the preliminary proxy statement to be prepared in accordance with Section 8.1.8(b) (if necessary), and not subsequently withdraw or modify in any manner adverse to Buyer, the Recommendation, and (B) use reasonable efforts to obtain such approval and adoption. At the Shareholders’ Meeting, Buyer shall cause all Agilysys shares then owned by it and its subsidiaries, if any, to be voted in favor of the approval and adoption of this Agreement and the transactions contemplated hereby. Notwithstanding anything contained in this Agreement to the contrary, the Agilysys Board may determine to withdraw, modify or change such Recommendation if, (i) facts or occurrences arising after the SEC confirms date hereof cause the Agilysys Board, after consultation with its outside legal counsel and a financial advisor of national recognized reputation, to determine in good faith that it has no further comments on the Schedule 13E-3 but in any event no later than failure to take such action would be inconsistent with its fiduciary duties under applicable Law, (ii) Agilysys uses reasonable best efforts to provide to Buyers at least two (2) 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”) and shall not change such Record Date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parentnotice that it intends (or may intend) to take any such action, unless required (iii) Agilysys provides immediate written notice to do so Buyers that it has taken such action, and (iv) the Agreement and the transactions contemplated hereby are still submitted by applicable Lawthe Agilysys Board to Agilysys’ shareholders for Shareholder Approval (excluding the Recommendation or including a modified or changed Recommendation, as applicable); provided, that however, if Agilysys has received a Proposal, it may only withdraw, modify or change its Recommendation as provided in the event that the date of the Shareholders’ Meeting as originally called is for any reason adjourned or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing or as required otherwise by applicable Laws or stock exchange requirements, the Company shall, if possible, 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, preceding sentence after it has first: (iix) 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 occur as soon as reasonably practicable but in any event within thirty (30) days 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 (iii) instruct or otherwise cause the Depository 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.given Buyers prompt written notice advising Buyers of

Shareholders Meeting. (a) The Company shall take all action in accordance with the Company Charter, Company Bylaws and applicable Laws necessary to call, give notice of, convene and hold a special meeting of its shareholders (the "Company Shareholders Meeting") for the purpose of seeking the Company Shareholder Approval of this Agreement and the Merger at the earliest practicable date and in any event before June 16, 2003. The Company Board shall recommend to shareholders of the Company that they give the Company Shareholder Approval and the Company will use its commercially reasonable best efforts (including the solicitation of proxies) to solicit and obtain such approval; provided, however, that, the Company Board shall be permitted to modify or withdraw its recommendation (but not its approval) and to not recommend a vote for the Merger or to advise against voting for the Merger (each a "Change in Recommendation") in each case in a manner adverse to Parent and in such case not solicit votes in favor of approval if after the date of this Agreement the Company has received a Superior Company Proposal and a majority of the full Company Board determines in good faith, after receipt of written advice from its outside legal counsel, that such action is necessary for the Company Board to comply with its fiduciary duties to the Company's shareholders under applicable Law, but only after the third business day following Parent's receipt of written notice that the Company Board is prepared to withdraw or modify its recommendation. Unless this Agreement is terminated in accordance with Section 8.01, the obligation of the Company Board to cause this Agreement and the Merger to be submitted to the Company's shareholders for approval at the Company Shareholders Meeting will not be limited or affected by any Change in Recommendation; provided that if there has been a Change in Recommendation in accordance with this Section 6.01, the Company Board may submit the Merger and this Agreement, "without recommendation," in accordance with Article 5.03 of the TBCA. Unless this Agreement is terminated in accordance with Section 8.01, the Company Board will not, in connection with any Change in Recommendation, take any action to withdraw the approval of the Company Board of this Agreement or the Merger, including for purposes of causing the Company Rights Agreement, Part 13 of the TBCA or any state takeover statute or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares to be inapplicable to this Agreement and the transactions contemplated hereby, including the Merger and the Support Agreements. As soon promptly as practicable after the SEC confirms that it has no further comments on the Schedule 13E-3 but in any event no later than two (2) 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”) 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, the Company agrees that unless Parent shall have otherwise approved in writing or as required otherwise by applicable Laws or stock exchange requirements, the Company shall, if possible, 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, (ii) 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 occur as soon as reasonably practicable but in any event within thirty (30) days following the mailing of the Proxy Statement, for the purpose of voting upon the authorization and approval execution of this Agreement, the Plan of Merger and the Transactions, including the Merger, and (iii) instruct or otherwise cause the Depository to (A) fix the Record Date as the record date for determining the holders of ADSs who Company shall be entitled to give instructions prepare solicitation materials for the exercise Company Shareholders Meeting. The Company and Parent shall cooperate with each other in preparation of such solicitation materials. The Company shall give Parent the voting rights pertaining opportunity to review and comment on the solicitation materials and any amendments or supplements thereto prior to them being sent or distributed 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 HoldersCompany's shareholders. Subject to Section 6.02(b)the foregoing, without the consent of Parentas promptly as practicable, and in any event before May 25, 2003, the authorization Company shall mail a notice of special meeting and approval solicitation materials (including proxies) to its shareholders entitled to notice 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 vote at the Company at the Shareholders’ Shareholders Meeting.

Shareholders Meeting. The Company will take, in accordance with applicable Law and the Company Organization Documents, all action necessary to convene a meeting of its shareholders (athe "Shareholders Meeting") As soon as promptly as practicable after the date hereof (and in no event later than thirty (30) days after the date that the SEC confirms has informed the Company that it has no further comments on the Schedule 13E-3 but in any event no later than two (2) days after such confirmationon, or does not intend to review, the Proxy Statement), to consider and vote upon the Transactions, regardless of whether the Board of Directors of the Company shall (i) establish a record date for determining determines at any time that the Transactions are no longer advisable or recommends that the shareholders of the Company entitled to vote reject them or any other Adverse Recommendation Change has occurred at any time. The Board of Directors of 35 the Shareholders’ Meeting Company shall recommend the approval of the Transactions (the “Record Date”) "Board Recommendation"), unless permitted to make an Adverse Recommendation Change pursuant to Section 9.7(c), and shall not change take all lawful action to solicit and obtain such Record Date approval by holders of a majority of the outstanding shares of Common Stock (the "Requisite Shareholder Approval"). The Company may, and the Majority Purchasers may require the Company to, adjourn or establish a different record date postpone the Shareholders Meeting one or more times, unless prior to such adjournment or postponement the Company shall have received an aggregate number of proxies sufficient for the Shareholders’ Requisite Shareholder Approval, provided that the Company, on the one hand, and the Majority Purchasers, on the other hand, may each only adjourn or postpone the Shareholders Meeting without for no more than twenty (20) days in the aggregate. The Company shall, upon the reasonable request of the Majority Purchasers, advise the Purchasers at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Shareholders Meeting as to the aggregate tally of proxies received by the Company with respect to the Requisite Shareholder Approval. Without the prior written consent of Parentthe Majority Purchasers, unless required to do so by applicable Law; provided, that in the event that the date approval of the Shareholders’ Meeting as originally called is for any reason adjourned or otherwise delayed, Transactions shall be the Company agrees that unless Parent shall have otherwise approved in writing or as required otherwise by applicable Laws or stock exchange requirements, the Company shall, if possible, 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, (ii) 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, only matter which meeting the Company shall duly convene and cause to occur as soon as reasonably practicable but in any event within thirty (30) days 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 (iii) instruct or otherwise cause the Depository 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 propose to be voted upon acted on by the shareholders of the Company at the Shareholders’ Shareholders Meeting. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 9.5 shall not be affected by the commencement, proposal, disclosure or communication to the Company or any other Person of any Competing Proposal.

Shareholders Meeting. The Company will take, in accordance with applicable Law and the Company Organization Documents, all action necessary to convene a meeting of its shareholders (athe “Shareholders Meeting”) As soon as promptly as practicable after the date of the Original Agreement (and in no event later than thirty (30) days after the date that the SEC confirms has informed the Company that it has no further comments on the Schedule 13E-3 but in any event no later than two (2) days after such confirmationon, or does not intend to review, the Proxy Statement), to consider and vote upon the Transactions, regardless of whether the Board of Directors of the Company shall (i) establish a record date for determining determines at any time that the Transactions are no longer advisable or recommends that the shareholders of the Company entitled to vote reject them or any other Adverse Recommendation Change has occurred at any time. The Board of Directors of the Shareholders’ Meeting Company shall recommend the approval of the Transactions (the “Record DateBoard Recommendation”) ), unless permitted to make an Adverse Recommendation Change pursuant to Section 9.7(c), and shall not change take all lawful action to solicit and obtain such Record Date approval by holders of a majority of the outstanding shares of Common Stock (the “Requisite Shareholder Approval”). The Company may, and the Majority Purchasers may require the Company to, adjourn or establish a different record date postpone the Shareholders Meeting one or more times, unless prior to such adjournment or postponement the Company shall have received an aggregate number of proxies sufficient for the Shareholders’ Requisite Shareholder Approval, provided that the Company, on the one hand, and the Majority Purchasers, on the other hand, may each only adjourn or postpone the Shareholders Meeting without for no more than twenty (20) days in the aggregate. The Company shall, upon the reasonable request of the Majority Purchasers, advise the Purchasers at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Shareholders Meeting as to the aggregate tally of proxies received by the Company with respect to the Requisite Shareholder Approval. Without the prior written consent of Parentthe Majority Purchasers, unless required to do so by applicable Law; provided, that in the event that the date approval of the Shareholders’ Meeting as originally called is for any reason adjourned or otherwise delayed, Transactions shall be the Company agrees that unless Parent shall have otherwise approved in writing or as required otherwise by applicable Laws or stock exchange requirements, the Company shall, if possible, 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, (ii) 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, only matter which meeting the Company shall duly convene and cause to occur as soon as reasonably practicable but in any event within thirty (30) days 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 (iii) instruct or otherwise cause the Depository 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 propose to be voted upon acted on by the shareholders of the Company at the Shareholders’ Shareholders Meeting. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 9.5 shall not be affected by the commencement, proposal, disclosure or communication to the Company or any other Person of any Competing Proposal.

Shareholders Meeting. (a) As soon promptly as practicable after the Proxy Statement is cleared by the SEC for mailing to the Company’s shareholders, the Company shall (i) duly call, give notice of, convene and hold a meeting of the holders of Shares (the “Shareholders Meeting”) to consider and vote upon the approval of this Agreement and (ii) use all reasonable efforts to solicit from the holders of Shares proxies in favor of the approval of the Agreement (and such Shareholders Meeting shall in any event be no later than 45 calendar days after (i) the 10th calendar day after the preliminary Proxy Statement therefor has been filed with the SEC if by such date the SEC has not informed the Company that it intends to review the Proxy Statement or (ii) if the SEC has, by the 10th calendar day after the preliminary Proxy Statement therefor has been filed with the SEC, informed the Company that it intends to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Schedule 13E-3 but in any event no later than two (2) days after such confirmation, Proxy Statement). The Company may postpone or adjourn the Company shall Shareholders Meeting solely (i) establish a record date for determining shareholders of with the Company entitled to vote at the Shareholders’ Meeting (the “Record Date”) and shall not change such Record Date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parent; (ii) (A) due to the absence of a quorum or (B) if the Company has not received proxies representing a sufficient number of Shares for the Company Requisite Vote, unless required whether or not a quorum is present, to do so solicit additional proxies; or (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by applicable Lawthe Company’s shareholders prior to the Shareholders Meeting; provided, that in the event that the date of the Shareholders’ Meeting as originally called is for any reason adjourned or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing may not postpone or as required otherwise by applicable Laws or stock exchange requirementsadjourn the Shareholders Meeting more than a total of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of this Section. Notwithstanding the foregoing, the Company shall, at the request of Parent, to the extent permitted by Law, adjourn the Shareholders Meeting to a date specified by Parent for the absence of a quorum or if possible, implement such adjournment or other delay in such the Company has not received proxies representing a way sufficient number of Shares for the Company Requisite Vote; provided that the Company does shall not establish be required to adjourn the Shareholders Meeting more than one time pursuant to this sentence, and no such adjournment pursuant to this sentence shall be required to be for a new Record Date for period exceeding 10 Business Days. Except in the Shareholders’ Meetingcase of an Change of Recommendation specifically permitted by Section 4.2, as so adjourned or delayedthe Company, through the Company Board, shall (i) recommend to its shareholders that they adopt this Agreement and the transactions contemplated hereby, (ii) mail or cause to be mailed include such recommendation in 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 occur as soon as reasonably practicable but in any event within thirty (30) days 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 (iii) instruct publicly reaffirm such recommendation within 24 hours after a request to do so by Parent or otherwise cause the Depository 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’ MeetingSub.

Shareholders Meeting. (a) As soon as practicable after the SEC confirms that it has no further comments on the Schedule 13E-3 but TACT, acting through its board of directors, shall, in any event no later than two (2) days after such confirmationaccordance with applicable law and its Certificate of Incorporation and Bylaws, the Company shall (i) establish a record date for determining shareholders of the Company entitled to vote at the Shareholders’ Meeting (the “Record Date”) and shall not change such Record Date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parentduly call, unless required to do so by applicable Law; providedgive notice of, that in the event that the date of the Shareholders’ Meeting as originally called is for any reason adjourned or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing or as required otherwise by applicable Laws or stock exchange requirements, the Company shall, if possible, 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, (ii) 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 occur hold a meeting of its shareholders as soon as reasonably practicable but in any event within thirty (30) days following the mailing of the Proxy Statement, date hereof for the purpose of voting upon considering and taking action to authorize and approve the authorization and approval issuance of the Exchange Shares pursuant to this Agreement, the Plan of Merger Agreement and the Transactions, including transactions contemplated hereby and by the Merger, TACT Stock Purchase Agreement and the transactions contemplated thereby (the "Shareholders' Meeting"); and (iiiii) instruct or otherwise cause the Depository subject to its fiduciary duties under applicable law after consultation with outside counsel, (A) fix include in the Record Date as the record date for determining the holders of ADSs who shall be entitled to give instructions proxy soliciting materials for the exercise Shareholders' Meeting the recommendation of the voting rights pertaining to board of directors that the Shares represented by ADSs (shareholders of TACT vote in favor of the “Record ADS Holders”)approval and adoption of this Agreement and the TACT Stock Purchase Agreement and the transactions contemplated hereby and thereby, (B) provide all proxy solicitation materials use its reasonable best efforts to all Record ADS Holders obtain the necessary approval and adoption of this Agreement and the TACT Stock Purchase Agreement and the transactions contemplated hereby and thereby from its shareholders, (C) vote all Shares represented use its reasonable best efforts to obtain the necessary approval to increase the number of shares subject to its 1997 Stock Option and Award Plan from 300,000 to 1,200,000 and (D) change the name of the corporation to Vanguard Info-Solutions International Inc. or, if such name is not available, such other name as the Authorized Representative may approve. Notwithstanding TACT's failure to include the recommendation contemplated by ADSs clause (A) of the preceding sentence (in accordance with the instructions of such corresponding Record ADS Holders. Subject to Section 6.02(bcircumstances permitted thereby), without the consent of Parentunless this Agreement shall have been terminated pursuant to ARTICLE 12, the authorization and approval of TACT shall submit this Agreement, the Plan of Merger and the Transactions, including the Merger, are the only matters (other than procedural matters) that shall be proposed Agreement to be voted upon by the its shareholders of the Company at the Shareholders’ Meeting' Meeting for the purpose of adopting this Agreement and nothing contained herein shall be deemed to relieve TACT of such obligation. The proxy soliciting materials and the proposals contained therein shall comply with Regulation 14A of the regulations under the Exchange Act and shall be in a form such that, if shareholder approval is obtained, the requirements of Rule 4350(i) of the Marketplace Rules of The NASDAQ Stock Market, Inc. shall have been complied with.

Shareholders Meeting. (a) As The Company shall, as soon as reasonably practicable following the date hereof, distribute the Soliciting Materials to the Shareholders and Noteholders. With respect to the Soliciting Materials submitted to the Shareholders, such Soliciting Materials shall, among other things, establish a record date for purposes of obtaining the Company Shareholder Approval and the Company Noteholders' Consent. With respect to the Soliciting Materials submitted to the Shareholders, such Soliciting Materials shall either (i) duly call, and give notice of, a meeting of the Shareholders (the "Company Shareholders' Meeting"), which Company Shareholders' Meeting shall be held no later than twenty-five (25) days after the first distribution of the Soliciting Materials to the Shareholders, for the purpose of obtaining the approval of the adoption this Agreement, the Merger and the other transactions contemplated hereby, and the Company shall use commercially reasonable efforts to hold the Company Shareholders' Meeting as soon as practicable after the SEC confirms that it has no further comments on date of this Agreement or (ii) solicit the Schedule 13E-3 but in any event no later than two (2) 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”) 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 Shareholders (the "Company Shareholders' Consent") to do so by applicable Law; provided, that in obtain the event that the date approval of the Shareholders’ Meeting as originally called is for any reason adjourned or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing or as required otherwise by applicable Laws or stock exchange requirements, the Company shall, if possible, 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, (ii) 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 occur as soon as reasonably practicable but in any event within thirty (30) days following the mailing of the Proxy Statement, for the purpose of voting upon the authorization and approval adoption of this Agreement, the Plan of Merger and the Transactionsother transactions contemplated hereby, including the Merger, and (iii) instruct or otherwise cause the Depository to (A) fix the Record Date which Soliciting Materials shall establish as the record date for determining receipt of written consents a date no later than twenty-five (25) days after the holders first distribution of ADSs who shall be entitled the Soliciting Materials to give instructions the Shareholders. As soon as reasonably practicable following the first distribution of the Soliciting Materials to the Noteholders and, in any event, prior to the date established for the exercise Company Shareholders' Meeting or the date established for the receipt of the voting rights pertaining to Company Shareholders' Consent, the Shares represented by ADSs Company shall solicit the written consent of Noteholders (the “Record ADS Holders”), (B"Company Noteholder's Consent") provide all proxy solicitation materials to all Record ADS Holders and (C) vote all Shares represented by ADSs in accordance with obtain the instructions approval of such corresponding Record ADS Holders. Subject to Section 6.02(b), without the consent of Parent, the authorization and approval adoption of this Agreement, the Plan of Merger and the Transactionsother transactions contemplated hereby. In connection with the Company Shareholders' Meeting or the Company Shareholders' Consent, as the case may be, the Company Noteholders' Consent and the transactions contemplated hereby, the Company will (i) use commercially reasonable efforts (including postponing or adjourning the Company Shareholders' Meeting, if applicable, to obtain a quorum) to obtain the Company Shareholder Approval and (ii) otherwise comply with the requirements of the Company Articles, Company Bylaws, Company Convertible Notes and all legal requirements applicable to the Company Shareholders' Meeting or the Company Shareholders' Consent, as the case may be, and the Company Noteholders' Consent. The materials relating to the submission of this Agreement to the Shareholders and Noteholders, and any proxy or consent in connection therewith, shall specify that adoption of this Agreement shall constitute approval by the Shareholders and Noteholders of: (i) the escrow and indemnification obligations set forth in Section 2.2 and Article 8 hereof, the deposit of cash equal to the Indemnification Escrow Amount into the Indemnification Escrow Fund and the deposit of cash equal to the Expense Escrow Amount into the Expense Escrow Fund and (ii) the appointment of the Securityholders' Representative, under and as defined in this Agreement. Any materials to be submitted to the Shareholders and Noteholders in connection with the Merger and this Agreement (the "Soliciting Materials") shall be subject to review and approval by Parent (except that such approval shall not be required in the case of information that the Board of Directors of the Company, following receipt of the written advice of outside counsel to the Company (which advice has also been delivered to Parent), in good faith determines is required to be disclosed by applicable Law and that is, in fact, required to be disclosed by applicable Law, provided that such disclosure shall occur only after consultation with Parent regarding the form and content of such disclosure) and shall include information regarding the Company, the terms of the Merger and this Agreement and the recommendation of the Board of Directors of the Company in favor of the Merger and this Agreement. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Soliciting Materials any information with respect to Parent or its Affiliates, unless Parent shall have approved the form and content thereof prior to such inclusion. The Soliciting Materials shall disclose all material information necessary for the Shareholders and Noteholders to make an informed decision regarding their vote or written consent with respect to this Agreement and the Merger, are and such information shall not, on the only matters (other than procedural matters) that shall be proposed date it is first mailed to be voted upon by Shareholders and Noteholders, and at the shareholders time of the Company at Shareholders' Meeting or the date of the Company Shareholders’ Meeting' Consent, as the case may be, and the date of the Company Noteholders' Consent, contain any statement which, in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Soliciting Materials not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the Company Shareholders' Meeting or the Company Shareholders' Consent, as the case may be, or the Company Noteholders' Consent which has become false or misleading.

Shareholders Meeting. (a) As soon promptly as reasonably practicable following the No-Shop Period Start Date and after the date on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Schedule 13E-3 but in any event no later than two (2) days after such confirmationProxy Statement, the Company, acting through the Company Board, or such committee thereof, in accordance with applicable Law and its articles of incorporation and bylaws, shall (i) establish a record date for determining shareholders and give notice of, a meeting of the holders of Company entitled to vote at the Shareholders’ Meeting Common Stock (the “Record DateShareholders Meeting”) to consider and shall not change such Record Date or establish a different vote upon the adoption of this Agreement, (ii) cause the Proxy Statement to be mailed to the record holders as of the record date established for the Shareholders’ Shareholders Meeting without and (ii) duly call, convene and hold the Shareholders Meeting; provided, that, the Company shall be permitted to postpone the Shareholders Meeting, or adjourn the Shareholders Meeting beyond the time that the Shareholders Meeting would otherwise be held, only (A) with the prior written consent of ParentParent (which consent shall not be unreasonably withheld, unless conditioned or delayed) and (B) if there are insufficient shares of Company Common Stock represented (either in person or by proxy) in order to approve the Merger or to constitute a quorum necessary to conduct the business of the Shareholders Meeting, (C) to allow additional solicitation of proxies in order to obtain the Company Requisite Vote or (D) as required to do so by applicable Law; provided, that in . In the event that the date of the Shareholders’ Shareholders Meeting as originally called is for any reason adjourned adjourned, postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing (which consent shall not be unreasonably withheld, conditioned or as required otherwise by applicable Laws or stock exchange requirementsdelayed), the Company shall, if possible, it shall use commercially reasonable efforts to implement such adjournment adjournment, postponement or other delay in such a way that the Company does not establish a new Record Date record date for the Shareholders’ Shareholders Meeting, as so adjourned adjourned, postponed or delayed, (ii) mail or cause to be mailed the Proxy Statement delayed except for such new record date as required by applicable Law. If at any time prior 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 Effective Time any event or circumstance relating to the Company shall duly convene and cause or any of its Subsidiaries or its or their respective officers or directors should be discovered by the Company which, pursuant to occur as soon as reasonably practicable but the Securities Act or Exchange Act, should be set forth in any event within thirty (30) days following the mailing of an amendment or a supplement to the Proxy Statement, for the purpose Company shall promptly notify Parent. Each of voting upon the authorization and approval of this AgreementParent, the Plan of Merger Sub and the Transactions, including Company agree to promptly correct any information provided by it for use in the Merger, and (iii) instruct Proxy Statement which shall have become false or otherwise cause the Depository 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 Holdersmisleading. Subject to the Company Board’s ability to make a Change of Recommendation and Section 6.02(b6.2(f), 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) Company Board shall include its recommendation that shall be proposed to be voted upon by the shareholders of the Company at approve and adopt this Agreement in the Shareholders’ MeetingProxy Statement and shall use commercially reasonable efforts to solicit proxies in favor of such approval and adoption.

Shareholders Meeting. CS Holdings will submit to its shareholders this Agreement and all other matters required to be approved or adopted by shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, CS Holdings will take, in accordance with applicable law and its articles of incorporation and bylaws, all action necessary to call, give notice of, convene and hold a meeting of its shareholders (athe “CS Holdings Shareholders Meeting”) As soon as practicable after the SEC confirms that it has no further comments on the Schedule 13E-3 promptly as practicable, but in any no event later than seventy-five (75) days following execution of this Agreement for the purpose of considering and voting on approval and adoption of this Agreement and the transactions provided for in this Agreement; provided however, that the CS Holdings Shareholders Meeting shall be held no later than two May 31, 2015. CS Holdings agrees that its obligations pursuant to this Section 5.13 shall not be affected by the commencement, public proposal, public disclosure or communication to CS Holdings of any Acquisition Proposal or by any Change of Recommendation (2) days after such confirmationas defined below). Subject to Section 5.12(e), the Company shall CS Holdings shall: (i) establish a record date for determining through CS Holdings’ board of directors, recommend to its shareholders approval and adoption of the Company entitled to vote at the Shareholders’ Meeting this Agreement (the “Record DateCS Holdings Recommendation”); (ii) include such recommendation in the proxy statement for such CS Holdings Shareholders Meeting and (iii) use commercially reasonable efforts to obtain from the CS Holdings Shareholders a vote approving and adopting this Agreement. For the purposes of holding the CS Holdings Shareholders Meeting, CS Holdings shall draft and prepare a proxy statement satisfying all applicable requirements of applicable laws (the “Proxy Statement”) 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, the Company agrees that unless Parent shall have otherwise approved in writing or as required otherwise by applicable Laws or stock exchange requirements, the Company shall, if possible, 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, (ii) mail or cause to be mailed the Proxy Statement not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the holders statements therein, in light of Shares (the circumstances under which they are made, not misleading. CS Holdings shall provide Sunshine Bancorp with appropriate opportunity to review and concurrently furnish the comment on its 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 occur as soon as reasonably practicable but in any event within (not less than thirty (30) days following prior to the mailing of the Proxy Statement to CS Holdings shareholders or fifteen (15) days prior to the filing of any applications with a Regulatory Authority which requires inclusion 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 (iii) instruct or otherwise cause the Depository 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 incorporate 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’ Meetingappropriate comments thereto.

Shareholders Meeting. Promptly following the Issuance Date, the Company shall take all corporate action necessary to call a meeting of its shareholders (awhich may be its annual meeting) As (the “Shareholders Meeting”), which shall occur not later than the 135th day after the Issuance Date, for the purpose of seeking approval of the Company’s shareholders to increase the number of shares of Common Stock the Company is authorized to issue in an amount sufficient to permit the exercise in full of the Warrants in accordance with their terms (a “Capital Event”). In connection therewith, the Company will as soon as reasonably practicable after the SEC confirms that it has no further Issuance Date file with the Commission proxy materials (including a proxy statement and form of proxy) for use at the Shareholders Meeting and, after receiving and promptly responding to any comments of the Commission thereon, shall as soon as reasonably practicable mail such proxy materials to the shareholders of the Company. The Company will comply with Section 14(a) of the Exchange Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the shareholders of the Company in connection with the Shareholders Meeting, and the Proxy Statement shall not, on the Schedule 13E-3 but date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to shareholders or at the time of the Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Shareholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Shareholders Meeting, any event no relating to the Company or its Subsidiaries or any of their respective affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company’s obligations under the Exchange Act, the Company will promptly inform Xxxx Capital Partners, LLC (the “Placement Agent”) thereof. The Company’s Board of Directors shall recommend to the Company’s shareholders that the shareholders vote in favor of the Capital Event at the Shareholders Meeting and take all commercially reasonable action (including, without limitation, the hiring of The Proxy Advisory Group or another proxy solicitation firm of nationally recognized standing) to solicit the approval of the shareholders for the Capital Event. No later than two (2) days after such confirmationBusiness Days following shareholder approval of the Capital Event, the Company shall file with the Secretary of State of Minnesota a certificate of amendment to the Company’s Articles of Incorporation to effect the Capital Event, which certificate of amendment shall provide that it shall become immediately effective upon filing. The Company shall issue a press release announcing the effectiveness of the Capital Event no later than one (1) Business Day after such filing. The date on which the Capital Event becomes effective is referred to herein as the “Capital Event Date.” If the Capital Event Date does not occur on or prior to the six-month anniversary of the Issuance Date, the Holder shall have the right (the “Repurchase Right”), exercisable by written notice to the Company at any time prior to the Capital Event Date, to require the Company to repurchase this Warrant for a price equal to the greater of (i) establish the Black Scholes Value (substituting mutatis mutandis references to a record date for determining shareholders Fundamental Transaction with references to the Repurchase Right and assuming that the underlying price per share is equal to the arithmetic average of the Company entitled to vote at the Shareholders’ Meeting (the “Record Date”) 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, the Company agrees that unless Parent shall have otherwise approved in writing or as required otherwise by applicable Laws or stock exchange requirements, the Company shall, if possible, 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, (ii) 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 occur as soon as reasonably practicable but in any event within thirty (30) days five VWAPs determined immediately following the mailing public announcement 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 (iii) instruct or otherwise cause the Depository 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 Repurchase Right) of this Warrant calculated as of the Issuance Date and (ii) the Black Scholes Value (substituting mutatis mutandis references to a Fundamental Transaction with references to the Shares represented by ADSs Repurchase Right and assuming that the underlying price per share is equal to the arithmetic average of the five VWAPs determined immediately following the public announcement of the exercise of the Repurchase Right) of this Warrant calculated as of the date the Holder exercises its Repurchase Right (calculated assuming the Exercisability Date is the date on which such Holder exercises its Repurchase Right) (the “Record ADS HoldersRepurchase Price”), . No later than one (B1) provide all proxy solicitation materials to all Record ADS Holders and (C) vote all Shares represented by ADSs in accordance with Business Day following its receipt of notice of the instructions exercise of such corresponding Record ADS Holders. Subject to Section 6.02(b), without the consent of ParentHolder’s Repurchase Right, the authorization and approval of this AgreementCompany shall publicly announce that the Holder has exercised its Repurchase Right hereunder. No later than three (3) Business Days after the Holder exercises its Repurchase Right, the Plan of Merger and Company shall pay the Transactions, including Repurchase Price to the Merger, are the only matters (other than procedural matters) that shall be proposed Holder in immediately available funds to be voted upon an account specified by the shareholders of Holder and upon such payment, the Holder will surrender this Warrant to the Company at the Shareholders’ Meetingfor cancellation.

Shareholders Meeting. The Company will take, in accordance with applicable Law, the rules of NASDAQ and its articles of incorporation and bylaws, all action necessary to duly call, give notice of, convene and hold a meeting of holders of Shares to consider and vote upon the adoption and approval of this Agreement and the transactions contemplated hereby, including the Merger (athe “Shareholders Meeting”) As soon as promptly as practicable after the execution of this Agreement, and, in any event, no later than thirty-five (35) days following the earliest of the date on which the SEC confirms staff advises the Company that it has no further comments on the Schedule 13E-3 but Proxy Statement or that it is not reviewing the Proxy Statement. The Company shall not postpone or adjourn the Shareholders Meeting except to the extent required by Law, requested by JAB (in any event no later than two (2JAB’s sole discretion) days after such confirmationto permit additional time to solicit the Requisite Company Vote. Unless the board of directors of the Company has made a Change of Recommendation pursuant to Section 6.2(c), the board of directors of the Company shall recommend such adoption and approval and shall use reasonable best efforts (ia) establish a record date for determining to solicit from its shareholders proxies in favor of the adoption and approval of this Agreement and the transactions contemplated hereby, including the Merger and (b) to secure the Requisite Company entitled Vote. The Company shall keep JAB and Merger Sub updated with respect to vote at proxy solicitation results as reasonably requested by JAB or Merger Sub. Notwithstanding anything to the Shareholders’ Meeting (the “Record Date”) and shall not change such Record Date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parentcontrary contained in this Agreement, unless required this Agreement shall have been terminated prior to do so by applicable Law; provided, that in the event that the date of the Shareholders’ Shareholders Meeting as originally called is for any reason adjourned in accordance with its terms (including Section 8.3(b)), the obligation of the Company to call, give notice of, convene and hold the Shareholders Meeting in accordance with this Section 6.4 shall not be limited or otherwise delayedaffected by the commencement, the Company agrees that unless Parent shall have otherwise approved in writing disclosure, announcement or as required otherwise submission to it of any Acquisition Proposal or by applicable Laws or stock exchange requirementsa Change of Recommendation, the Company shall, if possible, 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, (ii) 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 occur as soon as reasonably practicable but in not submit any event within thirty (30) days following the mailing of the Proxy Statement, Superior Proposal for the purpose of voting upon the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, and (iii) instruct or otherwise cause the Depository 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’ MeetingCompany.

Shareholders Meeting. The Company, acting through its Board of Directors (or a committee thereof), shall (a) As soon as practicable after the SEC confirms that it has no further comments on the Schedule 13E-3 promptly but in any no event no later than two ten (210) days after such confirmationthe date hereof (but subject to the last sentence of this Section 6.7), take all action required under the CICL, the Company shall (i) establish a record date for determining shareholders Memorandum and Articles of Association and the applicable requirements of the Company entitled New York Stock Exchange necessary to vote at the Shareholders’ Meeting (the “Record Date”) duly call and shall not change such Record Date or establish give notice of a different record date for the Shareholders’ Meeting without the prior written consent meeting 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, the Company agrees that unless Parent shall have otherwise approved in writing or as required otherwise by applicable Laws or stock exchange requirements, the Company shall, if possible, 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, (ii) 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 occur as soon as reasonably practicable but in any event within thirty (30) days following the mailing of the Proxy Statement, its shareholders for the purpose of voting upon the authorization approving, ratifying, confirming and approval of adopting this Agreement, the Plan of Merger and the Transactionstransactions in connection with the consummation of the Merger (including any adjournment or postponement thereof, including the Merger“Shareholders Meeting”), and (b) convene and hold the Shareholders Meeting within twenty-one (21) days of the date such notice of a meeting is mailed to Company shareholders; provided that the Shareholders Meeting and any adjournment or postponement thereof shall be convened for a date previously agreed in writing between the Company and the Parent, and the Company shall not be permitted to postpone, recess, adjourn or cancel such meeting, unless (i) required by applicable Law, (ii) if as of the time for which the Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Shares represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Shareholders Meeting or (iii) instruct Parent otherwise provides written consent to such postponements or otherwise cause adjournment. The Company, acting through its Board of Directors (or a committee thereof), shall (a) include in the Depository Proxy Statement the Recommendation and (b) unless the Board of Directors has made a Company Adverse Recommendation Change, use its reasonable best efforts to obtain the Company Requisite Vote; provided that, the Board of Directors may fail to include the Recommendation in the Proxy Statement or withdraw, modify, qualify or change the Recommendation (A) fix subject to any applicable requirements under the Record Date as the record date for determining the holders of ADSs who shall be entitled CICL), or formally resolve to give instructions for the exercise effect or publicly announce an intention to effect any of the voting rights pertaining to the Shares represented by ADSs foregoing (the a “Record ADS HoldersCompany Adverse Recommendation Change”), (B) provide all proxy solicitation materials to all Record ADS Holders and (C) vote all Shares represented by ADSs only in accordance with the instructions terms and conditions of such corresponding Record ADS HoldersSection 6.5(c). Subject Notwithstanding anything to Section 6.02(b), without the consent of Parent, the authorization and approval of contrary contained in this Agreement, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Plan of Merger and to its shareholders for a vote on the Transactionsapproval thereof. The Company agrees that, including unless this Agreement shall have been terminated in accordance with Section 8.1, its obligations to hold the Merger, are the only matters (other than procedural matters) that Shareholders Meeting pursuant to this Section 6.7 shall not be proposed to be voted upon affected by the shareholders of commencement, public proposal, public disclosure or communication to the Company at the Shareholders’ Meetingof any Acquisition Proposal or by any Company Adverse Recommendation Change.

Shareholders Meeting. (a) As The Company shall take all action necessary to duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of approving and authorizing this Agreement and the Plan of Merger (the “Shareholders Meeting”) as soon as reasonably practicable after following the SEC confirms date of this Agreement. Without limiting the generality of the foregoing and provided that it Parent has no further comments on obtained pre-clearance of the Schedule 13E-3 but Merger from NDRC in the form of a confirmation letter (确认函) or its equivalent (the “NDRC Pre-Clearance”), the Company in any event no later than two shall hold the Shareholders Meeting within thirty (230) days after such confirmation, the Company shall (i) establish a record date for determining shareholders Business Days of the Company entitled to vote at the Shareholders’ Meeting (the “Record Date”) 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 filing of the Shareholders’ Meeting as originally called is for any reason adjourned or otherwise delayed, Proxy Statement with the Company agrees that unless Parent shall have otherwise approved in writing or as required otherwise by applicable Laws or stock exchange requirements, SEC (and within twenty-five (25) Business Days following the Company shall, if possible, 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, (ii) mail or cause to be mailed distribution of the Proxy Statement to the holders Company’s shareholders), unless the SEC or any other Governmental Entity of Shares (and concurrently furnish competent jurisdiction shall have taken any action or issued any Order that prohibits the Company from delivering the Proxy Statement under Form 6-K), including Shares represented by ADSs, as of to its shareholders or holding the Record Date, which meeting the Company shall duly convene and cause to occur as soon as reasonably practicable but in any event within thirty (30) days 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 (iii) instruct or otherwise cause the Depository 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 HoldersShareholders Meeting. Subject to Section 6.02(b), without Without the consent of Parent, the authorization approving and approval of authorizing this Agreement, the Agreement and Plan of Merger and the Transactions, including the Merger, are the only matters (other than procedural matters) actions that shall be proposed to be voted acted upon by the Company shareholders at the Shareholders Meeting. The Company shall include in the Proxy Statement the Company Recommendation (subject to Section 7.5(e)) and use its reasonable best efforts to obtain the Company Requisite Vote. The Company shall not adjourn or otherwise postpone or delay the Shareholders Meeting, except with the prior consent of Parent. Notwithstanding the foregoing, the Company shall be permitted to, adjourn, delay or postpone the Shareholders Meeting (but not beyond the Termination Date) if (1) in the good faith judgment of the Company Board, after consultation with its outside legal counsel, a failure to effect such adjournment, delay or postponement would be reasonably likely to constitute a breach of the Company Board’s fiduciary duties under applicable Law, (2) such adjournment, delay or postponement is desirable to obtain the Company Requisite Vote or (3) such adjournment, delay or postponement is for the purpose of allowing reasonable time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined in good faith after consultation with outside counsel is required by applicable Laws and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Shareholders Meeting; provided, that all such postponements or delays, collectively, shall not be for more than ten (10) Business Days in the aggregate. If the date of the Shareholders Meeting or the matters to be considered for approval at the Shareholders’ Meeting.Shareholders Meeting are changed from the information set forth in the Proxy Statement following the delivery of the Proxy Statement to the shareholders, the Company shall as promptly as reasonably practicable deliver notice of any such changes if and to the extent required under Section 54A of the Company M&A.

Shareholders Meeting. (a) As soon The Company will take, in accordance with applicable Law and its Organizational Documents, all action necessary to convene the Company Shareholders Meeting as promptly as practicable (but in no event later than forty five (45) days after (1) the tenth (10th) day after the preliminary Proxy Statement has been filed with the SEC (or, if such date is not a Business Day, the next succeeding Business Day) if by such date the SEC has not informed the Company that it intends to review the Proxy Statement or (2) if by such tenth (10th) day the SEC has informed the Company that it intends to review the Proxy Statement, the date on which the SEC confirms in writing that it has no further comments on the Schedule 13E-3 but in any event no later than two (2) days after Proxy Statement), to consider and vote upon the approval of this Agreement and to cause such confirmationvote to be taken, the Company and shall not postpone or adjourn such meeting except (i) to the extent required by Law (after consultation with outside legal counsel) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law or (ii) if, as of the time for which the Company Shareholders Meeting was originally scheduled (as set forth in the Proxy Statement), there are insufficient shares of Company Capital Stock represented (either in person or by proxy) and voting to approve this Agreement or to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting; provided that in no event will the Company postpone or adjourn the Company Shareholders Meeting (x) in the case of clause (i), by more than ten (10) Business Days or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law or (y) in the case of clause (ii), by more than ten (10) Business Days in connection with any one postponement, recess or adjournment or more than an aggregate of twenty (20) Business Days from the original date. The Company shall, subject to the right of the Company Board to effect a Change of Recommendation in accordance with Section 6.2(e)(ii) or Section 6.2(e)(iii), include the Exhibit 2.1 Company Recommendation in the Proxy Statement and use reasonable best efforts to solicit from the shareholders of the Company proxies in favor of the proposal to approve this Agreement and to secure the Requisite Company Vote (it being understood that the foregoing shall not require the Company Board to recommend in favor of the approval of this Agreement, if a Change of Recommendation has been effected in accordance with Section 6.2(e)(ii) or Section 6.2(e)(iii)). The Company shall, at the instruction of Parent, postpone or adjourn the Company Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to approve this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Requisite Company Vote. The Company will establish a record date for determining shareholders of the Company entitled Shareholders Meeting in reasonable consultation with Parent and subject to vote at compliance with the Shareholders’ Meeting (MBCA and Exchange Act. In no event will the “Record Date”) and shall not change such Record Date or establish a different record date for the Shareholders’ Meeting be changed without the Parent’s prior written consent of Parent(such consent not to be unreasonably withheld, unless required to do so by applicable Law; providedconditioned or delayed), that except (i) in the event that any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and the Company Shareholders Meeting is postponed pursuant to this Section 6.4(a) or (ii) the Company postpones the Company Shareholders Meeting at the instruction of Parent, and in either case, as a result, the initial record date fixed by the Company Board is more than 70 days before the date of the Shareholders’ Meeting as originally called is for any reason adjourned or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing or as required otherwise by applicable Laws or stock exchange requirements, the Company shall, if possible, 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, (ii) 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 occur as soon as reasonably practicable but in any event within thirty (30) days 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 (iii) instruct or otherwise cause the Depository 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’ Meetingsubsequent meeting.

Shareholders Meeting. (a) As soon as practicable after the SEC confirms that it has no further comments on the Schedule 13E-3 but in any event no later than two ten (210) 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”) and shall not change such Record Date or establish a different record date for the Shareholders’ Meeting without the prior written consent of ParentParent (such consent not to be unreasonably withheld, conditioned or delayed), 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, the Company agrees that unless Parent shall have otherwise approved in writing or as required otherwise by applicable Laws Law or stock exchange requirementsrequirement, the Company shall, if possiblereasonably practicable, 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, (ii) 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 Date and (iii) duly convene and cause to occur the Shareholders’ Meeting at least fourteen (14) clear days after, but as soon as reasonably practicable but in any event within thirty (30) days following 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 (iii) instruct or otherwise cause the Depository 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.

Shareholders Meeting. (ai) As soon The Company shall duly call, give notice of and hold an extraordinary general meeting of its shareholders in accordance with the Cayman Companies Law and the Company Memorandum and Articles (the “Company Shareholders Meeting”) as practicable after promptly as practicable, but in any event no later than five calendar days, following the date on which the SEC confirms confirmed that it has no further comments on the Schedule 13E-3 and Proxy Statement for the purpose of obtaining the Shareholder Approval; provided that the Company may adjourn or postpone the Company Shareholders Meeting for up to thirty calendar days (but in any event no later than two (2) 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”) 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, the Company agrees that unless Parent shall have otherwise approved in writing or as required otherwise by applicable Laws or stock exchange requirements, the Company shall, if possible, 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, (ii) mail or cause to be mailed the Proxy Statement to the holders of Shares (and concurrently furnish the Proxy Statement under Form 6-KEnd date), including Shares represented by ADSs, as of the Record Date, which meeting the Company shall duly convene and cause to occur as soon as reasonably practicable but in any event within thirty (30) days 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 (iii) instruct or otherwise cause the Depository 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, (B) if at the authorization time the Company Shareholders Meeting proceeds to business there are insufficient Company Shares represented (either in person or by proxy ) to constitute a quorum necessary to conduct business at the Company Shareholders Meeting, or (C) to allow reasonable time for the filing and mailing of any supplemental or amended disclosure which the Company Board as determined in good faith after consultation with outside counsel is necessary or advisable under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting. Parent may request on only one occasion that the Company adjourn or postpone the Company Shareholders Meeting for up to thirty calendar days (but in any event no later than the End Date), if as of the time the Company Shareholders Meeting proceeds to business there are insufficient Company Shares represented (either in person or by proxy) (x) to constitute a quorum necessary to conduct business at the Company Shareholders Meeting or (y) voting in favor of approval of this Agreement, the Plan of Merger Agreement and the Transactionstransactions contemplated hereby to obtain the Shareholder Approval, including in which event the MergerCompany shall, are in each case, cause the only matters (other than procedural matters) that shall be proposed Company Shareholders Meeting to be voted upon by postponed or adjourned in accordance with Parent’s request. In no event shall any such adjournment or postponement be longer than thirty calendar days after the shareholders of originally scheduled meeting date or result in the Company at Shareholders Meeting being held later than five Business Days prior to the Shareholders’ MeetingEnd Date.

Shareholders Meeting. The Company will take, in accordance with applicable Law and the Company Organization Documents, all action necessary to convene a meeting of its shareholders (athe "Shareholders Meeting") As soon as promptly as practicable after the date of the Original Agreement (and in no event later than thirty (30) days after the date that the SEC confirms has informed the Company that it has no further comments on the Schedule 13E-3 but in any event no later than two (2) days after such confirmationon, or does not intend to review, the Proxy Statement), to consider and vote upon the Transactions, regardless of whether the Board of Directors of the Company shall (i) establish a record date for determining determines at any time that the Transactions are no longer advisable or recommends that the shareholders of the Company entitled to vote reject them or any other Adverse Recommendation Change has occurred at any time. The Board of Directors of the Shareholders’ Meeting Company shall recommend the approval of the Transactions (the “Record Date”) "Board Recommendation"), unless permitted to make an Adverse Recommendation Change pursuant to Section 9.7(c), and shall not change take all lawful action to solicit and obtain such Record Date approval by holders of a majority of the outstanding shares of Common Stock (the "Requisite Shareholder Approval"). The Company may, and the Majority Purchasers may require the Company to, adjourn or establish a different record date postpone the Shareholders Meeting one or more times, unless prior to such adjournment or postponement the Company shall have received an aggregate number of proxies sufficient for the Shareholders’ Requisite Shareholder Approval, provided that the Company, on the one hand, and the Majority Purchasers, on the other hand, may each only adjourn or postpone the Shareholders Meeting without for no more than twenty (20) days in the aggregate. The Company shall, upon the reasonable request of the Majority Purchasers, advise the Purchasers at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Shareholders Meeting as to the aggregate tally of proxies received by the Company with respect to the Requisite Shareholder Approval. Without the prior written consent of Parentthe Majority Purchasers, unless required to do so by applicable Law; provided, that in the event that the date approval of the Shareholders’ Meeting as originally called is for any reason adjourned or otherwise delayed, Transactions shall be the Company agrees that unless Parent shall have otherwise approved in writing or as required otherwise by applicable Laws or stock exchange requirements, the Company shall, if possible, 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, (ii) 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, only matter which meeting the Company shall duly convene and cause to occur as soon as reasonably practicable but in any event within thirty (30) days 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 (iii) instruct or otherwise cause the Depository 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 propose to be voted upon acted on by the shareholders of the Company at the Shareholders’ Shareholders Meeting. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 9.5 shall not be affected by the commencement, proposal, disclosure or communication to the Company or any other Person of any Competing Proposal.

Shareholders Meeting. (a) As The Company will, as soon as reasonably practicable after following the SEC confirms that it has no further comments on date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the Schedule 13E-3 but in any event no later than two (2“Shareholders Meeting”) days after such confirmationfor the purpose of seeking the approval of this Agreement, the Merger and the Plan of Merger by the Company Requisite Vote and, except if the Board of Directors shall have made a Change of Recommendation in accordance with Section 6.3, will use its reasonable best efforts to solicit approval of this Agreement and the Merger and the Plan of Merger. The Company will schedule the Shareholders Meeting as promptly as reasonably practicable following the dissemination of the Proxy Statement in accordance with applicable Law; provided that the Company may, without the prior consent of Parent, and shall if requested by Parent (with respect to the following clause (i)), adjourn or postpone the Shareholders Meeting if the Company or Parent, as applicable, believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (i) establish a record solicit additional proxies necessary to achieve quorum or obtain approval of this Agreement by the Company Requisite Vote at the Shareholders Meeting (including any adjournment or postponement thereof), or (ii) distribute any supplement or amendment to the Proxy Statement that the Board of Directors has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplement or amendment to be reviewed by the Company’s shareholders prior to the Shareholders Meeting (including any adjournment or postponement thereof), provided, however, that the Shareholders Meeting shall not be postponed or adjourned for more than 10 Business Days in each instance or 30 Business Days in the aggregate from the originally scheduled date for determining shareholders of the Company entitled to vote at the Shareholders’ Meeting (the “Record Date”) and shall not change such Record Date or establish a different record date for the Shareholders’ 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 Parent (if such postponement or adjournment is for any reason adjourned or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing or as required otherwise by applicable Laws or stock exchange requirements, the Company shall, if possible, 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, (ii) 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 occur as soon as reasonably practicable but in any event within thirty (30) days 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 (iii) instruct or otherwise cause the Depository 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 made by the shareholders Company) or by mutual agreement of the Company at the Shareholders’ Meetingand Parent (if such postponement or adjournment is requested by Parent).

Shareholders Meeting. (a) As The Company shall take all action necessary to duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of approving and authorizing this Agreement and the Plan of Merger (the “Shareholders Meeting”) as soon as reasonably practicable after following the SEC confirms that it has no further comments on date of this Agreement. Without limiting the Schedule 13E-3 but generality of the foregoing, the Company in any event no later than two shall hold the Shareholders Meeting within thirty (230) days after such confirmationof the filing of the Proxy Statement with the SEC (and within twenty (20) Business Days following the distribution of the Proxy Statement to the Company’s shareholders), unless the SEC or any other Governmental Entity of competent jurisdiction shall have taken any action or issued any Order that prohibits the Company from delivering the Proxy Statement to its shareholders or holding the Shareholders Meeting. Without the consent of Parent, approving and authorizing this Agreement and Plan of Merger are the only actions that shall be proposed to be acted upon by the Company shareholders at the Shareholders Meeting. The Company shall include in the Proxy Statement the Company Recommendation (subject to Section 6.5(e)) and use its reasonable best efforts to obtain the Company Requisite Vote. The Company shall not adjourn or otherwise postpone or delay the Shareholders Meeting, except with the prior consent of Parent. Notwithstanding the foregoing, the Company shall (i) establish a record date for determining shareholders of the Company entitled be permitted to vote at delay or postpone the Shareholders’ Meeting (but not beyond the “Record Termination Date”) and shall not change if (1) in the good faith judgment of the Company Board, after consultation with its outside legal counsel, a failure to effect such Record Date delay or establish postponement would be reasonably likely to constitute a different record date for breach of the Shareholders’ Meeting without the prior written consent of Parent, unless required to do so by Company Board’s fiduciary duties under applicable Lawlaw; provided, that all such postponements or delays, collectively, shall not be for more than ten (10) Business Days in the event that aggregate or (2) such delay or postponement is desirable to obtain the Company Requisite Vote and, in case of a delay of more than ten (10) days, Parent has agreed to such delay or postponement. If the date of the Shareholders’ Meeting as originally called is or the matters to be considered for any reason adjourned or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing or as required otherwise by applicable Laws or stock exchange requirements, the Company shall, if possible, implement such adjournment or other delay in such a way that the Company does not establish a new Record Date for approval at the Shareholders’ Meeting, as so adjourned or delayed, (ii) mail or cause to be mailed Meeting are changed from the information set forth in the Proxy Statement following the delivery of the Proxy Statement to the holders of Shares (and concurrently furnish the Proxy Statement under Form 6-K)shareholders, including Shares represented by ADSs, as of the Record Date, which meeting the Company shall duly convene and cause to occur as soon promptly as reasonably practicable but in deliver notice of any event within thirty (30) days following the mailing of the Proxy Statement, for the purpose of voting upon the authorization such changes if and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, and (iii) instruct or otherwise cause the Depository 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 extent required under 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 56 of the Company at the Shareholders’ Meeting.M&A.