Common use of Approval of Target Shareholders Clause in Contracts

Approval of Target Shareholders. The information supplied by ------------------------------- Target for inclusion in the information statement to be sent to the shareholders of Target in connection with the meeting of Target shareholders to consider the Merger (the "Target Shareholders Meeting") or in connection with any written consent of shareholders of Target (such information statement as amended or supplemented is referred to herein as the "Information Statement") shall not, on the date the Information Statement is first mailed to Target shareholders, at the time of the Target Shareholders Meeting, or written consent of shareholders and at the Effective Time, contain any statement which 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 therein, in light of the circumstances under which they are made, not false or misleading. Notwithstanding the foregoing, Target makes no representation, warranty or covenant with respect to any information supplied by Acquiror or Sub which is contained in any of the foregoing documents, whether such information is incorporated directly into the foregoing documents or forms the basis for information provided by Target. Prior to the Closing Date and at the earliest practicable date following the date hereof, Target will solicit written consents from its shareholders seeking, or hold a Target Shareholders Meeting for the purpose of seeking, approval of this Agreement, the Merger and related matters, and any payments that would otherwise be treated as excess parachute payments under Section 280G of the Code. If Target holds a Target Shareholders Meeting, the Board of Directors of Target will solicit proxies from Target's shareholders to vote such shareholders' shares at the Target Shareholders Meeting. In soliciting such written consent or proxies, the Board of Directors of Target will (subject to satisfying its fiduciary obligations to the shareholders of Target) recommend to the shareholders of Target that they approve this Agreement and the Merger and shall use its reasonable efforts to obtain the approval of the shareholders of Target entitled to vote on or consent to this Agreement and the Merger in accordance with Texas Law and Target's Articles of Incorporation and Bylaws. Target will prepare as soon as reasonably practicable the Information Statement in form and substance reasonably acceptable to Acquiror, with respect to the solicitation of written consents and/or proxies from the shareholders of Target to approve this Agreement, the Merger and related matters. The Information Statement shall be in such form and contain such information that the Acquiror believes meets the requirements of Section 4(2) and/or Regulation D under the Securities Act in connection with the issuance of shares of Acquiror Common Stock in the Merger and that Acquiror believes will comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. The Information Statement shall include as an attachment an Investor Representation Statement, in substantially the form attached hereto as Exhibit F (an "Investor Representation Statement"), to be --------- completed by each shareholder of Target and delivered to Acquiror for purposes of confirming the availability of an exemption from registration under the Securities Act for the issuance by Acquiror of shares of Acquiror Common Stock in the Merger. As soon as practicable after the execution of this Agreement, Target will distribute the Information Statement to the shareholders of Target. Whenever any event occurs which should be set forth in an amendment or supplement to the Information Statement, Target or Acquiror, as the case may be, will promptly inform the other of such occurrence and cooperate in making any appropriate amendment or supplement, and/or mailing to shareholders of Target, such amendment or supplement. The Information Statement will include the recommendation of the Board of Directors of Target in favor of adoption and approval of this Agreement and approval of the Merger.

Approval of Target Shareholders. The information supplied by ------------------------------- Target for inclusion in the information statement to be sent to the shareholders of Target in connection with the meeting of Target shareholders to consider the Merger (the "Target Shareholders Meeting") or in connection with any written consent of shareholders of Target (such information statement as amended or supplemented is referred to herein as the "Information Statement") shall not, on the date the Information Statement is first mailed to Target shareholders, at the time of the Target Shareholders Meeting, or written consent of shareholders and at the Effective Time, contain any statement which 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 therein, in light of the circumstances under which they are made, not false or misleading. Notwithstanding the foregoing, Target makes no representation, warranty or covenant with respect to any information supplied by Acquiror or Sub which is contained in any of the foregoing documents, whether such information is incorporated directly into the foregoing documents or forms the basis for information provided by Target. Prior to the Closing Date and at the earliest practicable date following the date hereof, Target will solicit written consents from its shareholders seeking, or hold a Target Shareholders Meeting for the purpose of seeking, approval of this Agreement, the Merger and related matters, and any payments that would otherwise be treated as excess parachute payments under Section 280G of the Code. If Target holds a Target Shareholders Meetingshareholders' meeting, the Board of Directors of Target will solicit proxies from Target's shareholders to vote such shareholders' shares at the Target Shareholders Shareholders' Meeting. In soliciting such written consent or proxies, the Board of Directors of Target will (subject to satisfying its fiduciary obligations to the shareholders of Target) recommend to the shareholders of Target that they approve this Agreement and the Merger and shall use its reasonable efforts to obtain the approval of the shareholders of Target entitled to vote on or consent to this Agreement and the Merger in accordance with Texas California Law and Target's Articles of Incorporation and Bylaws. Target will prepare as soon as reasonably practicable the Information Statement in form and substance reasonably acceptable to AcquirorHearMe, with respect to the solicitation of written consents and/or proxies from the shareholders of Target to approve this Agreement, the Merger and related matters. The Information Statement shall be in such form and contain such information that the Acquiror believes meets so as to permit compliance by HearMe with the requirements of Section 4(2) and/or Regulation D under the Securities Act in connection with the issuance of shares of Acquiror HearMe Common Stock in the Merger and that Acquiror believes will comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. The Information Statement shall include as an attachment an Investor Representation Statement, in substantially the form attached hereto as Exhibit F E (an "Investor Representation INVESTOR REPRESENTATION Statement"), to be --------- completed by each shareholder of Target and delivered to Acquiror HearMe for purposes of confirming the availability of an exemption from registration under the Securities Act for the issuance by Acquiror HearMe of shares of Acquiror HearMe Common Stock in the Merger. As soon as practicable Within five (5) business days after the execution of this Agreement, Target will distribute the Information Statement to the shareholders of Target. Whenever any event occurs which should be set forth in an amendment or supplement to the Information Statement, Target or AcquirorHearMe, as the case may be, will promptly inform the other of such occurrence and cooperate in making any appropriate amendment or supplement, and/or mailing to shareholders of Target, such amendment or supplement. The Information Statement will include the recommendation of the Board of Directors of Target in favor of adoption and approval of this Agreement and approval of the Merger.

Approval of Target Shareholders. The information supplied by ------------------------------- Target for inclusion in the information statement to be sent to the shareholders of Target in connection with the meeting of Target shareholders to consider the Merger (the "Target Shareholders MeetingTARGET SHAREHOLDERS MEETING") or in connection with any written consent of shareholders of Target (such information statement as amended or supplemented is referred to herein as the "Information StatementINFORMATION STATEMENT") shall not, on the date the Information Statement is first mailed to Target shareholders, at the time of the Target Shareholders Meeting, or written consent of shareholders and at the Effective Time, contain any statement which 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 therein, in light of the circumstances under which they are made, not false or misleading. Notwithstanding the foregoing, Target makes no representation, warranty or covenant with respect to any information supplied by Acquiror or Sub which is contained in any of the foregoing documents, whether such information is incorporated directly into the foregoing documents or forms the basis for information provided by Target. Prior to the Closing Date and at the earliest practicable date following the date hereof, Target will solicit written consents from its shareholders seeking, or hold a Target Shareholders Meeting for the purpose of seeking, approval of this Agreement, the Merger and related matters, and any payments that would otherwise be treated as excess parachute payments under Section 280G of the Code. If Target holds a Target Shareholders Meeting, the Board of Directors of Target will solicit proxies from Target's shareholders to vote such shareholders' shares at the Target Shareholders Meeting. In soliciting such written consent or proxies, the Board of Directors of Target will (subject to satisfying its fiduciary obligations to the shareholders of Target) recommend to the shareholders of Target that they approve this Agreement and the Merger and shall use its reasonable efforts to obtain the approval of the shareholders of Target entitled to vote on or consent to this Agreement and the Merger in accordance with Texas California Law and Target's Articles of Incorporation and Bylaws. Target will prepare as soon as reasonably practicable the Information Statement in form and substance reasonably acceptable to Acquiror, with respect to the solicitation of written consents and/or proxies from the shareholders of Target to approve this Agreement, the Merger and related matters. The Information Statement shall be in such form and contain such information that the Acquiror believes meets the requirements of Section 4(2) and/or Regulation D under the Securities Act in connection with the issuance of shares of Acquiror Common Stock in the Merger and that Acquiror believes will comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. The Information Statement shall include as an attachment an Investor Representation StatementInvestment Agreement, in substantially the form attached hereto as Exhibit F EXHIBIT D (an "Investor Representation StatementINVESTMENT AGREEMENT"), to be --------- completed by each shareholder of Target and delivered to Acquiror for purposes of confirming the availability of an exemption from registration under the Securities Act for the issuance by Acquiror of shares of Acquiror Common Stock in the Merger. As soon as practicable after the execution of this Agreement, Target will distribute the Information Statement to the shareholders of Target. Whenever any event occurs which should be set forth in an amendment or supplement to the Information Statement, Target or Acquiror, as the case may be, will promptly inform the other of such occurrence and cooperate in making any appropriate amendment or supplement, and/or mailing to shareholders of Target, such amendment or supplement. The Information Statement will include the recommendation of the Board of Directors of Target in favor of adoption and approval of this Agreement and approval of the Merger.

Approval of Target Shareholders. The information supplied by ------------------------------- Target for inclusion in the information statement to be sent to the shareholders of Target in connection with the meeting of Target shareholders to consider the Merger (the "Target Shareholders Meeting") or in connection with any written consent of shareholders of Target (such information statement as amended or supplemented is referred to herein as the "Information Statement") shall not, on the date the Information Statement is first mailed to Target shareholders, at the time of the Target Shareholders Meeting, or written consent of shareholders and at the Effective Time, contain any statement which 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 therein, in light of the circumstances under which they are made, not false or misleading. Notwithstanding the foregoing, Target makes no representation, warranty or covenant with respect to any information supplied by Acquiror or Sub which is contained in any of the foregoing documents, whether such information is incorporated directly into the foregoing documents or forms the basis for information provided by Target. Prior to the Closing Date and at the earliest practicable date following the date hereof, Target will solicit written consents from its shareholders seeking, or hold a Target Shareholders Meeting for the purpose of seeking, approval of this Agreement, the Merger and related matters, and any payments that would otherwise be treated as excess parachute payments under Section 280G of the Code. If Target holds a Target Shareholders Meetingshareholders' meeting, the Board of Directors of Target will solicit proxies from Target's shareholders to vote such shareholders' shares at the Target Shareholders Shareholders' Meeting. In soliciting such written consent or proxies, the Board of Directors of Target will (subject to satisfying its fiduciary obligations to the shareholders of Target) recommend to the shareholders of Target that they approve this Agreement and the Merger and shall use its reasonable efforts to obtain the approval of the shareholders of Target entitled to vote on or consent to this Agreement and the Merger in accordance with Texas Georgia Law and Target's Articles of Incorporation and Bylaws. Target will prepare as soon as reasonably practicable the Information Statement in form and substance reasonably acceptable to Acquiror, with respect to the solicitation of written consents and/or proxies from the shareholders of Target to approve this Agreement, the Merger and related matters. The Information Statement shall be in such form and contain such information that the so as to permit compliance by Acquiror believes meets with the requirements of Section 4(2) and/or Regulation D under the Securities Act in connection with the issuance of shares of Acquiror Common Stock in the Merger and that Acquiror believes will comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. The Information Statement shall include as an attachment an Investor Representation Statement, in substantially the form attached hereto as Exhibit F D (an "Investor Representation StatementINVESTOR REPRESENTATION STATEMENT"), to be --------- completed by each shareholder of Target and delivered to Acquiror for purposes of confirming the availability of an exemption from registration under the Securities Act for the issuance by Acquiror of shares of Acquiror Common Stock in the Merger. As soon as practicable Within two business days after the execution of this Agreement, Target will distribute the Information Statement to the shareholders of Target. Whenever any event occurs which should be set forth in an amendment or supplement to the Information Statement, Target or Acquiror, as the case may be, will promptly inform the other of such occurrence and cooperate in making any appropriate amendment or supplement, and/or mailing to shareholders of Target, such amendment or supplement. The Information Statement will include the recommendation of the Board of Directors of Target in favor of adoption and approval of this Agreement and approval of the Merger.

Approval of Target Shareholders. The information supplied by ------------------------------- Target for inclusion in the information statement to be sent to the shareholders of Target in connection with the meeting of Target shareholders to consider the Merger (the "Target Shareholders Meeting") or in connection with any written consent of shareholders of Target (such information statement as amended or supplemented is referred to herein as the "Information Statement") shall not, on the date the Information Statement is first mailed to Target shareholders, at the time of the Target Shareholders Meeting, or written consent of shareholders and at the Effective Time, contain any statement which 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 therein, in light of the circumstances under which they are made, not false or misleading. Notwithstanding the foregoing, Target makes no representation, warranty or covenant with respect to any information supplied by Acquiror or Sub which is contained in any of the foregoing documents, whether such information is incorporated directly into the foregoing documents or forms the basis for information provided by Target. Prior to the Closing Date ------------------------------- and at the earliest practicable date following the date hereofhereof and in any event no later than May 9, 2001, Target will solicit written consents from its shareholders seeking, or hold a the Target Shareholders Meeting for the purpose of seeking, seeking approval of this Agreement, the Merger and related matters, matters in accordance with Alabama Law and any payments that would otherwise be treated as excess parachute payments under Section 280G Target' Articles of the CodeIncorporation and Bylaws. If Target holds a Target Shareholders Meeting, the Board The board of Directors directors of Target will solicit proxies from Target's shareholders to vote such shareholders' shares at the Target Shareholders Meeting. In soliciting such written consent or proxies, Target shall enter into confidentiality agreements with its shareholders in form reasonably satisfactory to Acquiror and the Board board of Directors directors of Target will unanimously (subject to satisfying its fiduciary obligations to the shareholders except for directors who may have abstained because of Targeta conflict of interest) recommend to the shareholders of Target that they approve this Agreement and the Merger (unless the board of directors of Target shall have obtained a written opinion of counsel to the effect that such recommendation would violate the board of directors' fiduciary duties to Target's shareholders under applicable law) and shall use its reasonable commercial efforts to obtain the approval of the shareholders of Target entitled to vote on or consent to this Agreement and Agreement, the Merger and related matters in accordance with Texas Alabama Law and Target's ' Articles of Incorporation and Bylaws. Target will prepare as soon as reasonably practicable the Information Proxy Statement in form and substance reasonably acceptable to AcquirorAcquiror and its representatives, with respect to the solicitation of written consents and/or proxies from the shareholders of Target to approve this Agreement, the Merger and related matters. The Information Statement shall be in such form and contain such information that the Acquiror believes meets the requirements of Section 4(2) and/or Regulation D under the Securities Act in connection with the issuance of shares of Acquiror Common Stock in the Merger and that Acquiror believes will comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. The Information Statement shall include as an attachment an Investor Representation Statement, in substantially the form attached hereto as Exhibit F (an "Investor Representation Statement"), to be --------- completed by each shareholder of Target and delivered to Acquiror for purposes of confirming the availability of an exemption from registration under the Securities Act for the issuance by Acquiror of shares of Acquiror Common Stock in the Merger. As soon as practicable Within four business days after the execution of this Agreement, Target will distribute the Information Proxy Statement to the shareholders of Target. Whenever any event occurs which should be set forth in an amendment or supplement to the Information Proxy Statement, Target or AcquirorAcqurior, as the case may be, will promptly inform the other of such occurrence and cooperate in making any appropriate amendment or supplementsupplement to the Proxy Statement, and/or and mailing such amendment or supplement to the shareholders of Target, such amendment or supplement. The Information Proxy Statement as initially transmitted will include the unanimous recommendation of the Board board of Directors directors of Target (except for directors who may abstain because of conflict of interest) in favor of adoption and approval of this Agreement and approval of the MergerMerger in accordance with Alabama law and Target's Articles of Incorporation and Bylaws.