Common use of Common Stockholders Meeting and Written Consent of Preferred Stockholders Clause in Contracts

Common Stockholders Meeting and Written Consent of Preferred Stockholders. (a) Notwithstanding any Change in the Company Recommendation, the Company, acting through the Board, shall, in accordance with applicable Law and the Company’s Certificate of Incorporation and By-laws, duly call, give notice of, convene and hold an annual or special meeting of the holders of Common Stock as soon as practicable following the date hereof (the “Common Stockholders Meeting”) to vote on, among other matters, (i) an amendment to the Company’s Certificate of Incorporation in the form attached hereto as Exhibit 7.02(a)(i) (the “Amendment to the Certificate of Incorporation”); (ii) an increase of authorized shares of Common Stock and Preferred Stock to 500,000,000 shares and 15,000,000 shares, respectively; (iii) an amendment to the Certificate of Designations of the Senior Preferred Stock in the form attached hereto as Exhibit 7.02(a)(iii), subject to any revisions required by AMEX pursuant to Section 7.13 (the “Amendment to the Certificate of Designations of the Senior Preferred Stock”); (iv) an amendment to the Certificate of Designations of the Junior Preferred Stock in the form attached hereto as Exhibit 7.02(a)(iv), subject to any revisions required by AMEX pursuant to Section 7.13 (the “Amendment to the Certificate of Designations of the Junior Preferred Stock”); and (v) any other matters, if any, required by applicable Law or reasonably requested by Purchaser to approve and adopt the Transaction Agreements and to consummate the Transactions contemplated thereby (collectively, the “Common Stockholder Approvals”). The Company shall (i) include in (A) the proxy statement to be sent to the holders of Common Stock of the Company in connection with the Common Stockholders Meeting or other information statement to be sent to such holders (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”) and (B) the Stockholder Consent Materials, and in each case not subsequently withdraw or modify in any manner adverse to Purchaser, the unanimous recommendation of the Board that the holders of Common Stock approve the matters listed in this paragraph, except as set forth in Section 7.05(b) or (c) and (ii) use its best efforts to obtain such approval, adoption or waiver. (b) At Purchaser’s reasonable request, the Company shall, in accordance with Section 7.15 to the extent applicable, promptly solicit written consents (the “Preferred Stockholder Consents”) from the holders of each series of Preferred Stock to (i) approve (A) the Amendment to the Certificate of Designations of the Senior Preferred Stock or the Amendment to the Certificate of Designations of the Junior Preferred Stock, as the case may be, and (B) the issuance of the New Preferred Stock and (ii) approve any other matters, if any, required by applicable Law or reasonably required to approve and adopt the Transaction Agreements and to consummate the Transactions contemplated thereby. In connection with the Preferred Stockholder Consents, Purchaser may execute written consents with respect to any shares of Preferred Stock it may hold either directly or indirectly, beneficially or of record.

Common Stockholders Meeting and Written Consent of Preferred Stockholders. (a) Notwithstanding any Change in the Company Recommendation, the Company, acting through the Board, shall, in accordance with applicable Law and the Company’s Certificate of Incorporation and By-laws, duly call, give notice of, convene and hold an annual or special meeting of the holders of Common Stock as soon as practicable following the date hereof Effective Date (the “Common Stockholders Meeting”) to vote on, among other matters, (i) an amendment to the Company’s Certificate of Incorporation in the form attached hereto as Exhibit 7.02(a)(i) (the “Amendment to the Certificate of Incorporation”); (ii) an increase of authorized shares of Common Stock and Preferred Stock to 500,000,000 1,000,000,000 shares and 15,000,000 shares, respectively; (iii) an amendment to the Certificate of Designations of the Senior Preferred Stock in the form attached hereto as Exhibit 7.02(a)(iii), subject to any revisions required by AMEX pursuant to Section 7.13 (the “Amendment to the Certificate of Designations of the Senior Preferred Stock”); (iv) an amendment to the Certificate of Designations of the Junior Preferred Stock in the form attached hereto as Exhibit 7.02(a)(iv), subject to any revisions required by AMEX pursuant to Section 7.13 (the “Amendment to the Certificate of Designations of the Junior Preferred Stock”); (v) any matters related to the Transaction Agreements or the Transactions contemplated thereby, including the issuance of the New Preferred Stock, required by AMEX to be voted on by the holders of Common Stock; and (vvi) any other matters, if any, required by applicable Law or reasonably requested by Purchaser to approve and adopt the Transaction Agreements and to consummate the Transactions contemplated thereby (collectively, the “Common Stockholder Approvals”). The Company shall (i) include in (A) the proxy statement to be sent to the holders of Common Stock of the Company in connection with the Common Stockholders Meeting or other information statement to be sent to such holders (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”) and (B) the Stockholder Consent Materials, and in each case not subsequently withdraw or modify in any manner adverse to Purchaser, the unanimous recommendation of the Board that the holders of Common Stock approve the matters listed in this paragraph, except as set forth in Section 7.05(b) or (c) and (ii) use its best efforts to obtain such approval, adoption or waiver. (b) At Purchaser’s reasonable request, the Company shall, in accordance with Section 7.15 to the extent applicable, promptly solicit written consents (the “Preferred Stockholder Consents”) from the holders of each series of Preferred Stock to (i) approve (A) the Amendment to the Certificate of Designations of the Senior Preferred Stock or the Amendment to the Certificate of Designations of the Junior Preferred Stock, as the case may be, and (B) the issuance of the New Preferred Stock and (ii) approve any other matters, if any, required by applicable Law or reasonably required to approve and adopt the Transaction Agreements and to consummate the Transactions contemplated thereby, including any changes to the composition of the Board. In connection with the Preferred Stockholder Consents, Purchaser may execute written consents with respect to any shares of Preferred Stock it may hold either directly or indirectly, beneficially or of record.

Common Stockholders Meeting and Written Consent of Preferred Stockholders. (a) Notwithstanding any Change in the Company Recommendation, the Company, acting through the Board, shall, in accordance with applicable Law and the Company’s Certificate of Incorporation and By-laws, duly call, give notice of, convene and hold an annual or special meeting of the holders of Common Stock as soon as practicable following the date hereof Effective Date (the “Common Stockholders Meeting”) to vote on, among other matters, (i) an amendment to the Company’s Certificate of Incorporation in the form attached hereto as Exhibit 7.02(a)(i) (the “Amendment to the Certificate of Incorporation”); (ii) an increase of authorized shares of Common Stock and Preferred Stock to 500,000,000 1,000,000,000 shares and 15,000,000 shares, respectively; (iii) an amendment to the Certificate of Designations of the Senior Preferred Stock in the form attached hereto as Exhibit 7.02(a)(iii), subject to any revisions required by AMEX pursuant to Section 7.13 (the “Amendment to the Certificate of Designations of the Senior Preferred Stock”); (iv) an amendment to the Certificate of Designations of the Junior Preferred Stock in the form attached hereto as Exhibit 7.02(a)(iv), subject to any revisions required by AMEX pursuant to Section 7.13 (the “Amendment to the Certificate of Designations of the Junior Preferred Stock”); (v) any matters related to the Transaction Agreements or the Transactions contemplated thereby, including the issuance of the New Preferred Stock, required by AMEX to be voted on by the holders of Common Stock; and (vvi) any other matters, if any, required by applicable Law or reasonably requested by Purchaser to approve and adopt the Transaction Agreements and to consummate the Transactions contemplated thereby (collectively, the “Common Stockholder Approvals”). The Company shall (i) include in (A) the proxy statement to be sent to the holders of Common Stock of the Company in connection with the Common Stockholders Meeting or other information statement to be sent to such holders (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”) and (B) the Stockholder Consent Materials, and in each case not subsequently withdraw or modify in any manner adverse to Purchaser, the unanimous recommendation of the Board that the holders of Common Stock approve the matters listed in this paragraph, except as set forth in Section 7.05(b) or (c) and (ii) use its best efforts to obtain such approval, adoption or waiver. (b) At Purchaser’s reasonable request, the Company shall, in accordance with Section 7.15 to the extent applicable, promptly solicit written consents (the “Preferred Stockholder Consents”) from the holders of each series of Preferred Stock to (i) approve (A) the Amendment to the Certificate of Designations of the Senior Preferred Stock or the Amendment to the Certificate of Designations of the Junior Preferred Stock, as the case may be, and (B) the issuance of the New Preferred Stock and (ii) approve any other matters, if any, required by applicable Law or reasonably required to approve and adopt the Transaction Agreements and to consummate the Transactions contemplated thereby. In connection with the Preferred Stockholder Consents, Purchaser may execute written consents with respect to any shares of Preferred Stock it may hold either directly or indirectly, beneficially or of record.