Covenant to Obtain Stockholder Approval. To the extent required by the rules and regulations of the principal national securities exchange or market on which the Common Stock is traded, the Company hereby agrees to use its best efforts to obtain, on or before September 30, 1997, approval by the Company's stockholders of the convertibility feature of the Company's 8% Subordinated Convertible Notes being acquired by the Buyers and any replacement notes thereof (collectively, the "Aggregate 8% Notes"). The Company agrees, subject to receiving any and all necessary approvals from the SEC, and if stockholder approval is necessary to permit the convertibility feature of the Aggregate 8% Notes, to hold a meeting of its stockholders on or before September 30, 1997 (the "1997 Meeting") for the purpose of seeking approval of its stockholders as aforesaid, and that the 1997 Meeting will be held pursuant to a proxy statement which the Company, among other matters, proposes and recommends voting FOR such approval. In connection with the foregoing, Buyer hereby constitutes and appoints Davix X. Xxxx, Xxyer's true and lawful attorney-in-fact and agent with respect to Buyer's Preferred Stock or any Common Stock held by Buyer, with full power of substitution and resubstitution, for Buyer and in Buyer's name, place and stead, in any and all capacities, to vote FOR approval of the convertibility feature of the Aggregate 8% Notes at the 1997 Meeting. This power of attorney shall be deemed to be a power coupled with an interest and therefore irrevocable and shall to the fullest extent permitted by applicable law survive the bankruptcy, death, incapacity, disability or incompetence of the undersigned.
