Common use of Shareholders Meeting Clause in Contracts

Shareholders Meeting. Subject to Section 6.2, the Company will use reasonable best efforts, in accordance with applicable Law and its memorandum and articles of association, to convene an extraordinary general meeting (the “Shareholders’ Meeting”) as promptly as reasonably practicable after the SEC confirms that it has no further comments on the Schedule 13E-3 to consider and vote upon the approval and authorization of this Agreement and the Plan of Merger; provided, however, that the Company shall not be required to call, give notice of or hold the Shareholders’ Meeting on or before the Go-Shop Period End Date. The Company may adjourn or postpone the Shareholders’ Meeting to the extent necessary to ensure that any supplement or amendment to the Proxy Statement is provided to its shareholders within a reasonable number of days prior to the Shareholders’ Meeting, and the Company may adjourn or postpone the Shareholders’ Meeting 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) to constitute a quorum necessary to conduct the business of the Shareholders’ Meeting or if the Company deems necessary to solicit more proxies. Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Company effects a Company Adverse Recommendation in accordance with Section 6.2(d), the Company shall have the right not to submit this Agreement to the holders of Shares for the approval at, and shall have the right not to hold the Shareholders’ Meeting.

Shareholders Meeting. Subject to Section 6.2, the (a) The Company will use reasonable best effortsshall, in accordance with applicable Law and its memorandum and articles of associationLaw, to convene an extraordinary general meeting (the “Shareholders’ Meeting”) as promptly as reasonably practicable after the SEC confirms that it has no further comments on the Schedule 13E-3 to consider and vote upon the approval and authorization of this Agreement Company’s Organizational Documents and the Plan rules of Merger; provided, however, that the Company shall not be required to The Nasdaq Global Market promptly and duly call, give notice of, convene and hold as promptly as practicable the Company Shareholders Meeting for the purpose of considering and voting upon the Company Voting Proposal. Subject to Section 6.4(b), (i) the Company Board shall make the Company Recommendation and include such Company Recommendation in the Proxy Statement, (ii) the Company Board shall not withhold, withdraw or hold modify in a manner adverse to Parent, or publicly propose or resolve to withhold, withdraw or modify in a manner adverse to Parent, the Shareholders’ Meeting on Company Recommendation, and (iii) the Company shall take all action that is both reasonable and lawful to solicit from its shareholders proxies in favor of the Company Voting Proposal and shall take all other action reasonably necessary or before advisable to secure the Go-Shop Period End Datevote or consent of the shareholders of the Company required by the rules of The Nasdaq Global Market or the CCC to obtain such approvals. The Company Notwithstanding anything to the contrary contained in this Agreement, the Company, with the mutual agreement of Parent may adjourn or postpone the Shareholders’ Company Shareholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to its the Company’s shareholders within a reasonable number of days prior to the Shareholders’ Meetingor, and the Company may adjourn or postpone the Shareholders’ Meeting if, if as of the time for which the Shareholders’ Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement), ) there are insufficient Shares shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Shareholders’ Meeting or if the Company deems necessary to solicit more proxies. Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Company effects a Company Adverse Recommendation in accordance with Section 6.2(d), the Company shall have the right not to submit this Agreement to the holders of Shares for the approval at, and shall have the right not to hold the Shareholders’ Shareholders Meeting.

Shareholders Meeting. Subject to Section 6.2(a) The Company, acting through the Company will use reasonable best effortsboard, shall take all actions in accordance with applicable Law and its memorandum and articles of association, to convene an extraordinary general meeting (the “Shareholders’ Meeting”) as promptly as reasonably practicable after the SEC confirms that it has no further comments on the Schedule 13E-3 to consider and vote upon the approval and authorization of this Agreement law and the Plan Company’s certificate of Merger; provided, however, that the Company shall not be required incorporation and bylaws to promptly and duly call, give notice of, convene and hold as promptly as practicable the Company Meeting for the purpose of considering and voting upon the Company Voting Proposal. Subject to Section 6.04, (i) the Company board shall recommend approval of the Company Voting Proposal by the shareholders of the Company and include such recommendation in the Proxy Statement, (ii) the Company board shall not withhold, withdraw or hold modify in a manner adverse to Parent, or publicly propose or resolve to withhold, withdraw or modify in a manner adverse to Parent, the Shareholders’ Meeting on recommendation of the Company board that the Company’s shareholders vote in favor of the Company Voting Proposal, and (iii) the Company shall take all action that is both reasonable and lawful to solicit from its shareholders proxies in favor of the Company Voting Proposal and shall take all other action reasonably necessary or before advisable to secure the Go-Shop Period End Datevote or consent of the shareholders of the Company required by the DGCL, the Company’s certificate of incorporation and bylaws to obtain such approvals. The Company may adjourn or postpone the Shareholders’ Meeting Notwithstanding anything to the extent necessary to ensure that any supplement or amendment to the Proxy Statement is provided to its shareholders within a reasonable number of days prior to the Shareholders’ Meetingcontrary contained in this Agreement, and the Company may adjourn or postpone the Shareholders’ Meeting Company Meeting, if, as of the time for which the Shareholders’ Company Meeting is originally scheduled (as set forth in the Proxy Statement), ) there are insufficient Company Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Shareholders’ Meeting or if the Company deems necessary to solicit more proxiesMeeting. Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Company effects a Company Adverse Recommendation in accordance with Section 6.2(d)Furthermore, the Company shall have may, with the right not to submit this Agreement prior written approval of Parent, adjourn or postpone the Company Meeting to the holders of Shares for extent necessary to ensure that any required supplement or amendment to the approval at, and shall have Proxy Statement is provided to the right not to hold the Shareholders’ MeetingCompany’s shareholders.

Shareholders Meeting. Subject to Section 6.2The Company, acting through the Company will use reasonable best effortsBoard, shall take all actions in accordance with applicable Law law, its Articles of Incorporation and its memorandum By-laws to promptly and articles of association, to convene an extraordinary general meeting (the “Shareholders’ Meeting”) as promptly as reasonably practicable after the SEC confirms that it has no further comments on the Schedule 13E-3 to consider and vote upon the approval and authorization of this Agreement and the Plan of Merger; provided, however, that the Company shall not be required to duly call, give notice of, convene and hold as promptly as practicable the Company Meeting for the purpose of considering and voting upon the Company Voting Proposal. Subject to Section 6.1, (a) the Company Board shall recommend approval of the Company Voting Proposal by the shareholders of the Company and include such recommendation in the Proxy Statement and (b) the Company Board shall not withhold, withdraw or hold modify, or publicly propose or resolve to withhold, withdraw or modify in a manner adverse to the Shareholders’ Meeting on Buyer, the recommendation of the Company Board that the Company’s shareholders vote in favor of the Company Voting Proposal. Subject to Section 6.1, the Company shall take all action that is both reasonable and lawful to solicit from its shareholders proxies in favor of the Company Voting Proposal and shall take all other action reasonably necessary or before advisable to secure the Go-Shop Period End Datevote or consent of the shareholders of the Company required by the PBCL to obtain such approvals. The Company Notwithstanding anything to the contrary contained in this Agreement, the Company, may adjourn or postpone the Shareholders’ Company Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to its the Company’s shareholders within a reasonable number of days prior to the Shareholders’ Meetingor, and the Company may adjourn or postpone the Shareholders’ Meeting if, if as of the time for which the Shareholders’ Company Meeting is originally scheduled (as set forth in the Proxy Statement), ) there are insufficient Shares shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Shareholders’ Meeting or if the Company deems necessary to solicit more proxies. Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Company effects a Company Adverse Recommendation in accordance with Section 6.2(d), the Company shall have the right not to submit this Agreement to the holders of Shares for the approval at, and shall have the right not to hold the Shareholders’ Meeting.

Shareholders Meeting. Subject to Section 6.2, the (a) The Company will use reasonable best effortsshall, in accordance with applicable Law Law, the Company’s Organizational Documents and its memorandum the rules of The Nasdaq Global Market promptly and articles of associationduly call, to give notice of, convene an extraordinary general meeting (the “Shareholders’ Meeting”) and hold as promptly as reasonably practicable after the SEC confirms that it has no further comments on Company Shareholders Meeting for the Schedule 13E-3 to consider purpose of considering and vote voting upon the approval and authorization of this Agreement and the Plan of MergerCompany Voting Proposal; provided, however, that the Company shall not be required to call, give notice of or hold mail the Shareholders’ Meeting on or before definitive Proxy Statement to the GoCompany’s shareholders prior to the No-Shop Period End Start Date. Subject to Section 6.4(c), (i) the Company Board shall make the Company Recommendation and include such Company Recommendation in the Proxy Statement, (ii) the Company Board shall not withhold, withdraw or modify in a manner adverse to Parent, or publicly propose or resolve to withhold, withdraw or modify in a manner adverse to Parent, the Company Recommendation, and (iii) the Company shall take all action that is both reasonable and lawful to solicit from its shareholders proxies in favor of the Company Voting Proposal and shall take all other action reasonably necessary or advisable to secure the vote or consent of the shareholders of the Company required by the rules of The Company Nasdaq Global Market or the CCC to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company, with the mutual agreement of Parent may adjourn or postpone the Shareholders’ Company Shareholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to its the Company’s shareholders within a reasonable number of days prior to the Shareholders’ Meetingor, and the Company may adjourn or postpone the Shareholders’ Meeting if, if as of the time for which the Shareholders’ Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement), ) there are insufficient Shares shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Shareholders’ Meeting or if the Company deems necessary to solicit more proxies. Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Company effects a Company Adverse Recommendation in accordance with Section 6.2(d), the Company shall have the right not to submit this Agreement to the holders of Shares for the approval at, and shall have the right not to hold the Shareholders’ Shareholders Meeting.

Shareholders Meeting. Subject to Section 6.2The Company, acting through the Company will use reasonable best effortsBoard, shall take all actions in accordance with applicable Law and its memorandum and articles of associationlaw, to convene an extraordinary general meeting (the “Shareholders’ Meeting”) as promptly as reasonably practicable after the SEC confirms that it has no further comments on the Schedule 13E-3 to consider and vote upon the approval and authorization of this Agreement Company Charter Documents and the Plan rules of Merger; provided, however, that the Company shall not be required The Nasdaq Stock Market to promptly and duly call, give notice of, convene and hold as promptly as practicable the Company Meeting for the purpose of considering and voting upon the Company Voting Proposal. Subject to Section 6.1, (i) the Special Committee and the Company Board shall recommend approval of the Company Voting Proposal by the shareholders of the Company and include such recommendation in the Proxy Statement and (ii) the Special Committee and the Company Board shall not withhold, withdraw or hold modify in a manner adverse to Parent, or publicly propose or resolve to withhold, withdraw or modify in a manner adverse to Parent, the Shareholders’ Meeting on recommendation of the Special Committee or before the Go-Shop Period End DateCompany Board that the Company’s shareholders vote in favor of the Company Voting Proposal. The Company shall take all action that is both reasonable and lawful to solicit from its shareholders proxies in favor of the Company Voting Proposal and shall take all other action reasonably necessary or advisable to secure the vote or consent of the shareholders of the Company required by the rules of The Nasdaq Stock Market or the NJBCA to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company, with the prior approval of Parent, may adjourn or postpone the Shareholders’ Company Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to its the Company’s shareholders within a reasonable number of days prior to the Shareholders’ Meetingor, and the Company may adjourn or postpone the Shareholders’ Meeting if, if as of the time for which the Shareholders’ Company Meeting is originally scheduled (as set forth in the Proxy Statement), ) there are insufficient Shares shares of Company Common Stock represented (either in person Person or by proxy) to constitute a quorum necessary to conduct the business of the Shareholders’ Meeting or if the Company deems necessary to solicit more proxies. Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Company effects a Company Adverse Recommendation in accordance with Section 6.2(d), the Company shall have the right not to submit this Agreement to the holders of Shares for the approval at, and shall have the right not to hold the Shareholders’ Meeting.