ALL OTHER APPLICABLE LAWS AND
THE ARTICLES OF ASSOCIATION AND MEMORANDUM OF ASSOCIATION OF THE SELLER:
6.5.1(A)
AS SOON AS REASONABLY PRACTICABLE, DULY SET A RECORD
DATE FOR, CALL AND GIVE NOTICE OF THE MEETING OF THE SHAREHOLDERS (OR A POSTAL
BALLOT AS PERMITTED UNDER APPLICABLE LAW) OF THE SELLER FOR THE PURPOSE OF
CONSIDERING AND TAKING ACTION WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT AND ANY ANCILLARY AGREEMENTS TO WHICH IT IS A PARTY; AND
6.5.1(B)
AS SOON AS REASONABLY PRACTICABLE FOLLOWING THE
RECORD DATE, (I) CAUSE THE BALLOT TO BE DISPATCHED TO THE SHAREHOLDERS OF THE
SELLER IN AN AGREED FORM; AND (II) TAKE ALL OTHER ACTION REASONABLY NECESSARY OR
ADVISABLE TO SECURE THE APPROVAL OF THE SHAREHOLDERS OF THE SELLER REQUIRED BY
APPLICABLE LAW TO EFFECT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND ANY
ANCILLARY AGREEMENTS TO WHICH IT IS A PARTY.
6.6
NO NEGOTIATION
6.6.1
UNTIL THE CLOSING, THE SELLER SHALL NOT, AND THE SELLER SHALL CAUSE
ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONSULTANTS AND OTHER
ADVISORS AND REPRESENTATIVES NOT TO, DIRECTLY OR INDIRECTLY: (A) SOLICIT,
INITIATE, ENCOURAGE, KNOWINGLY FACILITATE, OR ENTERTAIN ANY INQUIRY OR THE
MAKING OF ANY PROPOSAL OR OFFER; (B) ENTER INTO, CONTINUE OR OTHERWISE
PARTICIPATE IN ANY DISCUSSIONS OR NEGOTIATIONS; (C) FURNISH TO ANY PERSON ANY
NON-PUBLIC INFORMATION OR GRANT ANY PERSON ACCESS TO THEIR PROPERTIES, ASSETS,
BOOKS, CONTRACTS, PERSONNEL OR RECORDS; OR; (D) APPROVE OR RECOMMEND, OR PROPOSE
TO APPROVE OR RECOMMEND, OR EXECUTE OR ENTER INTO, ANY LETTER OF INTENT,
AGREEMENT IN PRINCIPAL, MERGER AGREEMENT, ACQUISITION AGREEMENT, OPTION
AGREEMENT OR OTHER CONTRACT OR PROPOSE, WHETHER PUBLICLY OR TO ANY DIRECTOR OR
SHAREHOLDER, OR AGREE TO DO ANY OF THE FOREGOING FOR THE PURPOSE OF ENCOURAGING
OR FACILITATING ANY PROPOSAL, OFFER, DISCUSSIONS OR NEGOTIATIONS; IN EACH CASE
REGARDING ANY BUSINESS COMBINATION TRANSACTION INVOLVING THE SELLER OR ITS
AFFILIATES IN ANY OTHER TRANSACTION THAT WOULD RESULT IN A PERSON OTHER THAN THE
PURCHASER OR ITS AFFILIATES ACQUIRING ALL OR ANY PART OF THE BUSINESS, WHETHER
BY MERGER, BUSINESS TRANSFER AGREEMENTS, PURCHASE OF ASSETS, PURCHASE OF STOCK,
TENDER OFFER, LEASE, LICENSE OR OTHERWISE. EACH OF THE SELLER AND THE SELLER'S
AFFILIATES SHALL IMMEDIATELY CEASE AND CAUSE TO BE TERMINATED ANY SUCH
NEGOTIATIONS, DISCUSSION OR CONTRACTS (OTHER THAN WITH THE PURCHASER) THAT ARE
THE SUBJECT OF CLAUSES (A), (B) OR (D)
40
CONFIDENTIAL TREATMENT
[***] Indicates that text has been omitted which is the subject of a
confidential treatment request. This text has been separately filed with the
SEC.
ABOVE AND SHALL IMMEDIATELY CEASE PROVIDING AND SECURE THE RETURN OF ANY
NON-PUBLIC INFORMATION AND TERMINATE ANY ACCESS OF THE TYPE REFERENCED IN CLAUSE
(C) ABOVE. IF ANY OF THE SELLER OR ANY OF ITS AFFILIATES, DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS, CONSULTANTS OR OTHER ADVISORS AND REPRESENTATIVES RECEIVE,
PRIOR TO THE CLOSING, ANY OFFER, PROPOSAL OR REQUEST, DIRECTLY OR INDIRECTLY, OF
THE TYPE REFERENCED IN CLAUSE (A), (B) OR (D) ABOVE OR ANY REQUEST FOR
DISCLOSURE OR ACCESS AS REFERENCED IN CLAUSE (C)