total number of Ordinary Shares
outstanding at the relevant time.
2.
CORPORATE GOVERNANCE.
2.1
GENERAL.
FROM AND AFTER THE CLOSING DATE, EACH SHAREHOLDER SHALL VOTE OR
CAUSE TO BE VOTED ALL EQUITY SECURITIES BENEFICIALLY OWNED BY SUCH SHAREHOLDER
AT ANY ANNUAL OR EXTRAORDINARY MEETING OF SHAREHOLDERS OF THE COMPANY (A
"SHAREHOLDERS MEETING") OR IN ANY WRITTEN CONSENT EXECUTED IN LIEU OF SUCH A
MEETING OF SHAREHOLDERS (A "WRITTEN CONSENT"), AND SHALL TAKE ALL OTHER ACTIONS
NECESSARY, TO GIVE EFFECT TO THE PROVISIONS OF THIS AGREEMENT AND TO ENSURE THAT
THE MEMORANDUM AND ARTICLES DO NOT, AT ANY TIME HEREAFTER, CONFLICT IN ANY
RESPECT WITH THE PROVISIONS OF THIS AGREEMENT INCLUDING, WITHOUT LIMITATION,
VOTING TO APPROVE AMENDMENTS AND/OR RESTATEMENTS OF THE MEMORANDUM AND ARTICLES
AND REMOVE DIRECTORS THAT TAKE ACTIONS INCONSISTENT WITH THIS AGREEMENT OR FAIL
TO TAKE ACTIONS REQUIRED TO CARRY OUT THE INTENT AND PURPOSES OF THIS
AGREEMENT.
IN ADDITION, EACH SHAREHOLDER SHALL VOTE OR CAUSE TO BE VOTED ALL
EQUITY SECURITIES BENEFICIALLY OWNED BY SUCH SHAREHOLDER AT ANY SHAREHOLDERS
MEETING OR ACT BY WRITTEN CONSENT WITH RESPECT TO SUCH EQUITY SECURITIES, UPON
ANY MATTER SUBMITTED FOR ACTION BY THE COMPANY'S SHAREHOLDERS OR WITH RESPECT TO
WHICH SUCH SHAREHOLDER MAY VOTE OR ACT BY WRITTEN CONSENT, IN CONFORMITY WITH
THE SPECIFIC TERMS AND PROVISIONS OF THIS AGREEMENT AND THE MEMORANDUM AND
ARTICLES.
IN THE EVENT THAT THERE IS ANY CONFLICT BETWEEN THE MEMORANDUM AND
ARTICLES AND THIS AGREEMENT, THE LATTER SHALL PREVAIL AND THE SHAREHOLDERS (BUT
NOT THE COMPANY) SHALL TO THE EXTENT NECESSARY, CAUSE THE CHANGE, AMENDMENT OR
MODIFICATION OF THE MEMORANDUM AND ARTICLES TO ELIMINATE ANY SUCH INCONSISTENCY.
9
2.2
SHAREHOLDER ACTIONS.
(A)
IN ORDER TO EFFECTUATE THE PROVISIONS OF THIS AGREEMENT, AND WITHOUT
LIMITING THE GENERALITY OF SECTION 2.1, EACH SHAREHOLDER (A) HEREBY AGREES THAT
WHEN ANY ACTION OR VOTE IS REQUIRED TO BE TAKEN BY SUCH SHAREHOLDER PURSUANT TO
THIS AGREEMENT, SUCH SHAREHOLDER SHALL USE ITS BEST EFFORTS TO CALL, OR CAUSE
THE APPROPRIATE OFFICERS AND DIRECTORS OF THE COMPANY TO CALL, ONE OR MORE
SHAREHOLDERS MEETINGS TO TAKE SUCH ACTION OR VOTE, TO ATTEND SUCH SHAREHOLDERS
MEETINGS IN PERSON OR BY PROXY FOR PURPOSES OF OBTAINING A QUORUM, OR TO EXECUTE
OR CAUSE TO BE EXECUTED A WRITTEN CONSENT TO EFFECTUATE SUCH SHAREHOLDER ACTION,
(B) SHALL USE ITS BEST EFFORTS TO CAUSE THE BOARD TO ADOPT, EITHER AT A MEETING
OF THE BOARD OR BY UNANIMOUS WRITTEN CONSENT OF THE BOARD, ALL THE RESOLUTIONS
NECESSARY TO EFFECTUATE THE PROVISIONS OF THIS AGREEMENT AND (C) SHALL USE ITS
BEST EFFORTS, TO THE EXTENT NOT IN VIOLATION OF APPLICABLE LAW, TO CAUSE THE
BOARD TO CAUSE THE SECRETARY OF THE COMPANY, OR IF THERE BE NO SECRETARY, SUCH
OTHER OFFICER OF THE COMPANY AS THE BOARD MAY APPOINT TO FULFILL THE DUTIES OF
SECRETARY, NOT TO RECORD ANY VOTE OR CONSENT CONTRARY TO THE TERMS OF THIS
SECTION 2.
(B)
EACH SHAREHOLDER HAS ENTERED INTO THIS AGREEMENT ON BEHALF OF ITSELF AND ON
BEHALF OF