Common use of Proxy/Information Statement Clause in Contracts

Proxy/Information Statement. As soon as practicable after the Closing, Qorus shall cause its shareholders to approve and adopt of the following matters (the "Stockholder Matters"): (a) To approve a 1 for 3 reverse stock split with special treatment for certain of Qorus' stockholders to preserve round lot stockholders ("Reverse Split"); (b) To approve the change of the name of Qorus to a name selected by the Board; (c) To approve the increase in the number of shares of Qorus' authorized common stock from 50,000,000 to 300,000,000; and (d) All such other actions as shall be necessary or desirable in connection with or related to the foregoing actions in (a) through (c) above. In connection therewith, Qorus shall either (i) notice a meeting of its shareholders and with respect thereto prepare a proxy statement pursuant to Regulation 14A promulgated under Section 14 of the Exchange Act (together with any amendments or supplements thereto, the "Proxy Statement") or (ii) upon receipt of the written consent of a sufficient number of its shareholders prepare an information statement pursuant to Regulation 14C promulgated under Section 14 of the Exchange Act (together with any amendments or supplements thereto, the "Information Statement"). Following Closing, KRM Fund shall reasonably cooperate with Qorus and provide such information available to it as may be necessary or required, in the reasonable determination of counsel to the Company and to Qorus, for Qorus to prepare the Proxy Statement or Information Statement. In the event Qorus elects to solicit stockholder approval via a Proxy Statement, as soon as practicable following the Closing, Qorus shall file the Proxy Statement with the SEC and shall cause such Proxy Statement to become definitive and to be mailed to the holders of Qorus' securities entitled to vote at a meeting of stockholders. In the event Qorus elects to use an Information Statement and does not solicit stockholder approval via a Proxy Statement, as soon as practicable following the Closing, Qorus shall obtain the written consent of holders of the requisite number of voting securities of Qorus approving the Stockholder Matters, such consent to be effective twenty (20) days following the filing of the definitive Information Statement with the SEC. Upon receipt of such written consent, Qorus shall file the Information Statement with the SEC and shall cause such Information Statement to become definitive and to be mailed to the holders of Qorus' securities entitled to vote at a meeting of stockholders. In the event the Proxy Statement or Information Statement is reviewed by the SEC, Qorus shall respond promptly to any comments of the SEC or its staff with respect to the Proxy Statement or Information Statement and use its reasonable best efforts to have the Proxy Statement or Information Statement cleared by the SEC as soon as practicable after its filing, provided, however, in the event that the substance of any review by the SEC involves or inquires with respect to information, filings, reports, financial statements or other circumstances of Qorus occurring, reported or filed prior to the Closing (the "Pre-Closing Period"), KRM Fund shall, upon the reasonable request of the Company or Qorus, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the Company and Qorus in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Proxy Statement or Information Statement, including, without limitation, providing such information, addressing such comments, and otherwise resolving such matters as may relate to the Pre-Closing Period and any SEC comments relating thereto or any SEC inquiry thereof ARTICLE VII

Proxy/Information Statement. As soon as practicable after the Closing, Qorus Parent shall cause its shareholders to approve and adopt of the following matters (the "“Stockholder Matters"”): (a) To approve a 1 for 3 15 reverse stock split with special treatment for certain of Qorus' Parent’s stockholders to preserve round lot stockholders ("“Reverse Split"”); (b) To approve the change of the name of Qorus Parent to a name selected by the Board; (c) Reincorporation of the Parent in the State of Delaware; (d) To approve the increase in the number adoption of a stock incentive plan (“Stock Plan”) reserving not more than 7,000,000 shares of Qorus' authorized common stock from 50,000,000 Parent Common Stock for issuance thereunder (on a post-Reverse Split basis) which number includes outstanding Company Stock Options to 300,000,000be assumed by Parent (on a post-Reverse Split basis); and (de) All such other actions as shall be necessary or desirable in connection with or related to the foregoing actions in (a) through (cd) above. In connection therewith, Qorus Parent shall either (i) notice a meeting of its shareholders and with respect thereto prepare a proxy statement pursuant to Regulation 14A promulgated under Section 14 of the Exchange Act (together with any amendments or supplements thereto, the "Proxy Statement") or (ii) upon receipt of the written consent of a sufficient number of its shareholders prepare an information statement pursuant to Regulation 14C promulgated under Section 14 of the Exchange Act (together with any amendments or supplements thereto, the "Information Statement"). Following Closing, KRM Fund KI Equity shall reasonably cooperate with Qorus Parent and provide such information available to it as may be necessary or required, in the reasonable determination of counsel to the Company and to QorusParent, for Qorus Parent to prepare the Proxy Statement or Information Statement. In the event Qorus Parent elects to solicit stockholder approval via a Proxy Statement, as soon as practicable following the Closing, Qorus but not later than ten (10) days after the Closing, Parent shall file the Proxy Statement with the SEC and shall cause such Proxy Statement to become definitive and to be mailed to the holders of Qorus' Parent’s securities entitled to vote at a meeting of stockholders. In the event Qorus Parent elects to use an Information Statement and does not solicit stockholder approval via a Proxy Statement, as soon as practicable following the Closing, Qorus but not later than ten (10) days after the Closing, Parent shall obtain the written consent of holders of the requisite number of voting securities of Qorus Parent approving the Stockholder Matters, such consent to be effective twenty (20) days following the filing of the definitive Information Statement with the SEC. Upon receipt of such written consent, Qorus shall Parent will file the Information Statement with the SEC and shall cause such Information Statement to become definitive and to be mailed to the holders of Qorus' Parent’s securities entitled to vote at a meeting of stockholders. In the event the Proxy Statement or Information Statement is reviewed by the SEC, Qorus Parent shall respond promptly to any comments of the SEC or its staff with respect to the Proxy Statement or Information Statement and use its reasonable best efforts to have the Proxy Statement or Information Statement cleared by the SEC as soon as practicable after its filing, provided, however, in the event that the substance of any review by the SEC involves or inquires with respect to information, filings, reports, financial statements or other circumstances of Qorus Parent occurring, reported or filed prior to the Closing (the "“Pre-Closing Period"”), KRM Fund KI Equity shall, upon the reasonable request of the Company or QorusParent, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the Company and Qorus Parent in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Proxy Statement or Information Statement, including, without limitation, providing such information, addressing such comments, and otherwise resolving such matters as may relate to the Pre-Closing Period and any SEC comments relating thereto or any SEC inquiry thereof ARTICLE VIIthereof. As a condition to the Closing, the holders of the Company’s capital stock representing not less than a majority of the Company’s voting power immediately prior the Closing (“Majority Holders”) and KI Equity shall execute and deliver a certain voting agreement (“Voting Agreement”) in the form attached hereto as Exhibit C which shall provide, among other things, that the Majority Holders will vote their Series A Preferred Stock (or in the event of conversion, the Parent Common Stock issuable upon conversion) or Parent Common Stock, as the case may be, to approve the Stockholder Matters.

Proxy/Information Statement. As soon as practicable after the Closing, Qorus Parent shall cause its shareholders to approve and adopt of the following matters (the "Stockholder Matters"): (a) To approve a 1 for 3 10 reverse stock split with special treatment for certain of Qorus' Parent's stockholders to preserve round lot stockholders ("Reverse Split"); (b) To approve the change of the name of Qorus Parent to EcoTechnology, Inc. or a name selected by the Board; (c) To approve the increase in the number adoption of shares of Qorus' authorized common a stock from 50,000,000 to 300,000,000incentive plan ("Stock Plan"); and (d) All such other actions as shall be necessary or desirable in connection with or related to the foregoing actions in (a) through (c) above. In connection therewith, Qorus Parent shall either (i) notice a meeting of its shareholders and with respect thereto prepare a proxy statement pursuant to Regulation 14A promulgated under Section 14 of the Exchange Act (together with any amendments or supplements thereto, the "Proxy Statement") or (ii) upon receipt of the written consent of a sufficient number of its shareholders prepare an information statement pursuant to Regulation 14C promulgated under Section 14 of the Exchange Act (together with any amendments or supplements thereto, the "Information Statement"). Following Closing, KRM Fund shall reasonably cooperate with Qorus Parent and provide such information available to it as may be necessary or required, in the reasonable determination of counsel to the Company and to QorusParent, for Qorus Parent to prepare the Proxy Statement or Information Statement. In the event Qorus Parent elects to solicit stockholder approval via a Proxy Statement, as soon as practicable following the Closing, Qorus Parent shall file the Proxy Statement with the SEC and shall cause such Proxy Statement to become definitive and to be mailed to the holders of Qorus' Parent's securities entitled to vote at a meeting of stockholders. In the event Qorus Parent elects to use an Information Statement and does not solicit stockholder approval via a Proxy Statement, as soon as practicable following the Closing, Qorus Parent shall obtain the written consent of holders of the requisite number of voting securities of Qorus Parent approving the Stockholder Matters, such consent to be effective twenty (20) days following the filing of the definitive Information Statement with the SEC. Upon receipt of such written consent, Qorus shall Parent will file the Information Statement with the SEC and shall cause such Information Statement to become definitive and to be mailed to the holders of Qorus' Parent's securities entitled to vote at a meeting of stockholders. In the event the Proxy Statement or Information Statement is reviewed by the SEC, Qorus Parent shall respond promptly to any comments of the SEC or its staff with respect to the Proxy Statement or Information Statement and use its reasonable best efforts to have the Proxy Statement or Information Statement cleared by the SEC as soon as practicable after its filing, provided, however, in the event that the substance of any review by the SEC involves or inquires with respect to information, filings, reports, financial statements or other circumstances of Qorus Parent occurring, reported or filed prior to the Closing (the "Pre-Closing Period"), KRM Fund shall, upon the reasonable request of the Company or QorusParent, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the Company and Qorus Parent in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Proxy Statement or Information Statement, including, without limitation, providing such information, addressing such comments, and otherwise resolving such matters as may relate to the Pre-Closing Period and any SEC comments relating thereto or any SEC inquiry thereof ARTICLE VIIthereof.

Proxy/Information Statement. As soon as practicable after the Closing, Qorus Cyber shall cause its shareholders to approve and adopt of the following matters (the "“Stockholder Matters"”): (a) To approve a 1 for 3 reverse stock split with special treatment for certain of Qorus' stockholders to preserve round lot stockholders ("Reverse Split"); (b) To approve the change of the name of Qorus Cyber to a name selected by the Board; (cb) To approve the increase in the number of shares of Qorus' Cyber’s authorized common stock from 50,000,000 40,000,000 to 300,000,000; and (dc) All such other actions as shall be necessary or desirable in connection with or related to the foregoing actions in (a) through (c) above. In connection therewith, Qorus Cyber shall either (i) notice a meeting of its shareholders and with respect thereto prepare a proxy statement pursuant to Regulation 14A promulgated under Section 14 of the Exchange Act (together with any amendments or supplements thereto, the "Proxy Statement") or (ii) upon receipt of the written consent of a sufficient number of its shareholders prepare an information statement pursuant to Regulation 14C promulgated under Section 14 of the Exchange Act (together with any amendments or supplements thereto, the "Information Statement"). Following Closing, KRM Fund KI Equity shall reasonably cooperate with Qorus Cyber and provide such information available to it as may be necessary or required, in the reasonable determination of counsel to the Company and to QorusCyber, for Qorus Cyber to prepare the Proxy Statement or Information Statement. In the event Qorus Cyber elects to solicit stockholder approval via a Proxy Statement, as soon as practicable following the Closing, Qorus Cyber shall file the Proxy Statement with the SEC and shall cause such Proxy Statement to become definitive and to be mailed to the holders of Qorus' Cyber’s securities entitled to vote at a meeting of stockholders. In the event Qorus Cyber elects to use an Information Statement and does not solicit stockholder approval via a Proxy Statement, as soon as practicable following the Closing, Qorus Cyber shall obtain the written consent of holders of the requisite number of voting securities of Qorus Cyber approving the Stockholder Matters, such consent to be effective twenty (20) days following the filing of the definitive Information Statement with the SEC. Upon receipt of such written consent, Qorus Cyber shall file the Information Statement with the SEC and shall cause such Information Statement to become definitive and to be mailed to the holders of Qorus' Cyber’s securities entitled to vote at a meeting of stockholders. In the event the Proxy Statement or Information Statement is reviewed by the SEC, Qorus Cyber shall respond promptly to any comments of the SEC or its staff with respect to the Proxy Statement or Information Statement and use its reasonable best efforts to have the Proxy Statement or Information Statement cleared by the SEC as soon as practicable after its filing, provided, however, in the event that the substance of any review by the SEC involves or inquires with respect to information, filings, reports, financial statements or other circumstances of Qorus Cyber occurring, reported or filed prior to the Closing (the "“Pre-Closing Period"”), KRM Fund KI Equity shall, upon the reasonable request of the Company or QorusCyber, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the Company and Qorus Cyber in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Proxy Statement or Information Statement, including, without limitation, providing such information, addressing such comments, and otherwise resolving such matters as may relate to the Pre-Closing Period and any SEC comments relating thereto or any SEC inquiry thereof ARTICLE VIIthereof.

Proxy/Information Statement. As soon as practicable after the Closing, Qorus Parent shall cause its shareholders stockholders to approve and adopt all of the following matters (the "Stockholder Matters"): (a) To approve a 1 for 3 15 reverse stock split with special treatment for certain of Qorus' Parent's stockholders to preserve round lot stockholders ("Reverse Split"); (b) To approve the change of the name of Qorus Parent to a name selected by the Board; (c) To approve an amendment to the increase in Company's 2005 Equity Incentive Plan ("Stock Plan"), which will be assumed by Parent, to set the number of shares of Qorus' authorized common stock from 50,000,000 to 300,000,000Parent Common Stock reserved for issuance thereunder at 2,000,000 shares of Parent Common Stock (on a post-Reverse Split basis); and (d) All such other actions as shall be necessary or desirable in connection with or related to the foregoing actions in (a) through (c) above. In connection therewith, Qorus Parent shall either (i) notice a meeting of its shareholders stockholders and with respect thereto prepare a proxy statement pursuant to Regulation 14A promulgated under Section 14 of the Exchange Act (together with any amendments or supplements thereto, the "Proxy Statement") or (ii) upon receipt of the written consent of a sufficient number of its shareholders stockholders prepare an information statement pursuant to Regulation 14C promulgated under Section 14 of the Exchange Act (together with any amendments or supplements thereto, the "Information Statement"). Following Closing, KRM Fund KI Equity shall reasonably cooperate with Qorus Parent and provide such information available to it as may be necessary or required, in the reasonable determination of counsel to the Company and to QorusParent, for Qorus Parent to prepare the Proxy Statement or Information Statement. In the event Qorus Parent elects to solicit stockholder approval via a Proxy Statement, as soon as practicable following the Closing, Qorus but not later than ten (10) days after the Closing, Parent shall file the Proxy Statement with the SEC and shall cause such Proxy Statement to become definitive and to be mailed to the holders of Qorus' Parent's securities entitled to vote at a meeting of stockholders. In the event Qorus Parent elects to use an Information Statement and does not solicit stockholder approval via a Proxy Statement, as soon as practicable following the Closing, Qorus but not later than ten (10) days after the Closing, Parent shall obtain the written consent of holders of the requisite number of voting securities of Qorus Parent approving the Stockholder Matters, such consent to be effective twenty (20) days following the filing of the definitive Information Statement with the SEC. Upon receipt of such written consent, Qorus shall Parent will file the Information Statement with the SEC and shall cause such Information Statement to become definitive and to be mailed to the holders of Qorus' Parent's securities entitled to vote at a meeting of stockholders. In the event the Proxy Statement or Information Statement is reviewed by the SEC, Qorus Parent shall respond promptly to any comments of the SEC or its staff with respect to the Proxy Statement or Information Statement and use its reasonable best efforts to have the Proxy Statement or Information Statement cleared by the SEC as soon as practicable after its filing, provided, however, in the event that the substance of any review by the SEC involves or inquires with respect to information, filings, reports, financial statements or other circumstances of Qorus Parent occurring, reported or filed prior to the Closing (the "Pre-Closing Period"), KRM Fund KI Equity shall, upon the reasonable request of the Company or QorusParent, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the Company and Qorus Parent in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Proxy Statement or Information Statement, including, without limitation, providing such information, addressing such comments, and otherwise resolving such matters as may relate to the Pre-Closing Period and any SEC comments relating thereto or any SEC inquiry thereof ARTICLE VIIthereof. As a condition to the Closing, the holders of the Company's capital stock representing a majority of the Company's voting power immediately after the Closing (including KI Equity) (collectively, the "Majority Holders") shall execute and deliver a certain voting agreement ("Voting Agreement") in the form attached hereto as Exhibit C which shall provide, among other things, that such parties will vote their Series A Preferred Stock (or in the event of conversion, the Parent Common Stock issuable upon conversion) or Parent Common Stock, as the case may be, to approve the Stockholder Matters.