EBay (EBAY)

5.6 Company Shareholder Meeting; Board of Directors.

(a) The Company shall take all actions necessary under its Articles of Incorporation, applicable Legal Requirements and the Deposit Agreement to set a record date for, and to call, give notice of and hold, an extraordinary general meeting of the shareholders of the Company (the “Company Shareholders Meeting”) as promptly as practicable following the date hereof (and in any event prior to the Acceptance Date) for the purpose of considering and voting on the proposals set forth on Schedule 5.6 (the “Voting Proposals”). The Company shall take all reasonable actions to solicit from its shareholders proxies in favor of the Voting Proposals and from the holders of the Company ADSs instructions to the Depositary to vote in favor of the Voting Proposals.

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(b) The Company shall take all other actions reasonably necessary or advisable to secure the vote or consent of the shareholders of the Company and the holders of the Company ADSs required by the KCC or rules of The Nasdaq Stock Market to obtain the requisite shareholder approval for the Voting Proposals. The Company shall ensure that all proxies solicited in connection with the Company Shareholders Meeting are solicited in compliance with all applicable Legal Requirements.

(c) The Company shall use commercially reasonable efforts to obtain and deliver to Parent at or prior to the date of the Company Shareholders Meeting the written and notarized resignations of all of the persons serving as members of the Company Board, with such resignations: (i) to be in a form reasonably satisfactory to Parent; and (ii) to become effective as of the Acceptance Time.

(d) As promptly as practicable after the date of this Agreement, the Company shall request the Depositary in writing to distribute to holders of the Company ADSs the documents specified in Section 4.10 of the Deposit Agreement with respect to the Company Shareholders Meeting and shall prepare a notice of shareholders meeting, agenda and proxy statement (collectively, the “Proxy Statement”) to be sent to the holders of Company Securities in connection with the Company Shareholders Meeting. The Company shall: (i) cause the Proxy Statement to comply in all material respects with the applicable requirements of the KCC and with all other applicable Legal Requirements; (ii) cause the Proxy Statement to include the Special Committee Recommendation, the Company Board Recommendation and all other information related to the Contemplated Transactions reasonably requested by Parent; (iii) notify Parent promptly of, and respond promptly to, any comments received from any Governmental Body with respect to the Proxy Statement; and (iv) cause the Proxy Statement to be sent to the holders of Company Securities as promptly as practicable following the date of this Agreement. The Company shall give Parent a reasonable opportunity to comment on (and shall make all reasonable changes suggested by Parent to) the Proxy Statement and any correspondence with any Governmental Body prior to delivery to the holders of Company Securities or such Governmental Body, as applicable, and shall not so deliver the Proxy Statement or any such correspondence without the prior written consent of Parent, which consent shall not to be unreasonably withheld. The Company shall correct promptly any information in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. Each of Parent, Acquisition Sub and the Company shall promptly furnish all information that may be required or reasonably requested in connection with any action contemplated by this Section 5.6(c).

5.7 Delisting of Company ADSs. The Company acknowledges and agrees that prior to the Acceptance Time, Parent may negotiate an agreement with Citibank, N.A. on terms that are reasonably acceptable to Parent, providing for the termination, effective immediately after the Acceptance Time, of the Deposit Agreement.