Common use of Proxy Statement; Special Meeting Clause in Contracts

Proxy Statement; Special Meeting. (a) As soon as is reasonably practicable after the execution hereof, GXXX shall prepare and file with the Securities and Exchange Commission (the “SEC”) proxy materials for the purpose of soliciting proxies from holders of common stock, par value $0.01 per share, of GXXX (“GXXX Common Stock”), to vote at a special meeting of the stockholders of GXXX (the “Special Meeting”) in favor of, among other things, the approval of the Acquisition pursuant to the terms of this Agreement in accordance with the GXXX Stockholder Approval. Such proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting proxies from holders of GXXX Common Stock for the matters to be acted upon at the Special Meeting as set forth herein (the “Proxy Statement”). The Company and GBE shall, and GBE and the Company shall cause each other Target Company to, furnish to GXXX all information concerning the Target Companies and the Properties (to the extent such information with respect to the Properties is in GBE’s or the applicable Target Company’s possession) as GXXX may reasonably request in connection with the preparation of the Proxy Statement. The Company and its counsel shall be given an opportunity to review and comment on the Proxy Statement prior to its filing with the SEC. GXXX, with the assistance of the Company, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use commercially reasonable efforts to cause the Proxy Statement to be approved for distribution by the SEC as promptly as practicable.

Proxy Statement; Special Meeting. (a) As soon as is reasonably practicable after the execution hereofdate of this Agreement, GXXX the Purchaser shall prepare and file with the Securities and Exchange Commission (the “SECCommission”) under the Exchange Act proxy materials for the purpose of soliciting proxies from holders of common stock, par value $0.01 per share, Purchaser Stock to vote in favor of GXXX (i) the approval of the transactions contemplated by this Agreement (the “GXXX Common StockPurchaser Stockholder Approval”), (ii) the change of the name of the Purchaser to vote a name selected by the Purchaser, (iii) an amendment to remove the preamble and sections A through D, inclusive, of Article Sixth from the Purchaser’s Certificate of Incorporation from and after the Closing and to redesignate section E of Article Sixth as Article Sixth, and (v) the adoption of an Incentive Stock Option Plan or other equity incentive plan at a special meeting of the stockholders holders of GXXX Purchaser Stock to be called and held for such purpose (the “Special Meeting”) in favor of, among other things, the approval of the Acquisition pursuant to the terms of this Agreement in accordance with the GXXX Stockholder Approval). Such proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting such proxies from holders of GXXX Common Purchaser Stock for the matters to be acted upon at the Special Meeting as set forth herein (the “Proxy Statement”). The Company and GBE shall, and GBE and the Company shall cause each other Target Company to, use its reasonable efforts to furnish to GXXX the Purchaser all information concerning the Target Companies and Company as the Properties (to the extent such information with respect to the Properties is in GBE’s or the applicable Target Company’s possession) as GXXX Purchaser may reasonably request in connection with the preparation of the Proxy Statement. The Company and its counsel shall be given an opportunity to review and comment on the Proxy Statement such proxy materials, including amendments thereto, prior to its their filing with the SECCommission and the Purchaser will not file any documents containing information that the Company has reasonably determined is incorrect or misleading and notified the Purchaser in writing thereof. GXXXThe Purchaser, with the assistance of the Company, shall promptly respond to any SEC Commission comments on the Proxy Statement such proxy materials and shall otherwise use commercially reasonable best efforts to cause the definitive Proxy Statement to be approved by the Commission for distribution by to the SEC Purchaser’s stockholders as promptly as practicable.

Proxy Statement; Special Meeting. (a) As soon as is reasonably practicable after the execution date hereof, GXXX GSME shall prepare and file with the Securities and Exchange Commission (the “SEC”) proxy materials for the purpose of soliciting proxies from holders of common stockGSME Shares to vote, par value $0.01 per share, of GXXX (“GXXX Common Stock”), to vote at a special meeting of the stockholders holders of GXXX GSME Shares to be called and held for such purpose (the “Special Meeting”) ), in favor of, among other things, of (i) the approval of the Acquisition pursuant to Merger and the terms of transactions contemplated by this Agreement (the “GSME Shareholder Approval”), (ii) the change of the name of GSME to “Plastec Technologies, Ltd.”, (iii) an increase in the number of authorized ordinary GSME Shares to one hundred million (100,000,000), (iv) an adjournment of the Special Meeting if, at the time it is called to order, there are insufficient votes to obtain GSME Shareholder Approval or the holders of eighty-one percent (81%) or more in interest of the GSME Shares issued in GSME’s IPO and outstanding immediately before the Closing shall have exercised their rights to convert their shares into a pro rata share of the Trust Fund in accordance with GSME’s Charter Documents and (v) such other matters necessary for the GXXX Stockholder Approvalconsummation of the transactions contemplated hereby. Such proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting such proxies from holders of GXXX Common Stock GSME Shares for the matters to be acted upon at the Special Meeting as set forth herein (the “Proxy Statement”). The Company and GBE shall, and GBE and the Company Plastec shall cause each other Target Company to, furnish to GXXX GSME all information concerning the Target Companies and the Properties (to the extent such information with respect to the Properties is in GBE’s or the applicable Target Company’s possession) Plastec as GXXX GSME may reasonably request in connection with the preparation of the Proxy Statement. The Company Plastec and its counsel shall be given an a reasonable opportunity to review and comment on the Proxy Statement such proxy materials prior to its filing with the SEC. GXXX, with the assistance of the Company, shall promptly respond their distribution to GSME’s shareholders and GSME will not distribute any SEC comments on the Proxy Statement documents containing information that Plastec has reasonably determined is incorrect or misleading and shall otherwise use commercially reasonable efforts to cause the Proxy Statement to be approved for distribution by the SEC as promptly as practicablenotified GSME in writing thereof.

Proxy Statement; Special Meeting. (a) As soon as is reasonably practicable after the execution date hereof, GXXX Plastec shall prepare and file with deliver to GSME audited consolidated financial statements (including any related notes thereto) of Plastec for the Securities and Exchange Commission Fiscal Year ended April 30, 2010 (the “SEC2010 Audited Financial Statements”). As soon as is reasonably practicable after receipt by GSME from Plastec of all financial (including the 2010 Audited Financial Statements) and other information relating to Plastec as GSME may reasonably request for its preparation, GSME shall prepare proxy materials for the purpose of soliciting proxies from holders of common stockGSME Shares to vote, par value $0.01 per share, of GXXX (“GXXX Common Stock”), to vote at a special meeting of the stockholders holders of GXXX GSME Shares to be called and held for such purpose (the “Special Meeting”) ), in favor of, among other things, of (i) the approval of the Acquisition pursuant to Merger and the terms of transactions contemplated by this Agreement (the “GSME Shareholder Approval”), (ii) the change of the name of GSME to a name mutually agreed upon by GSME and Plastec, (iii) an increase in the number of authorized ordinary GSME Shares to one hundred million (100,000,000) and (iv) an adjournment of the Special Meeting if, at the time it is called to order, there are insufficient votes to obtain GSME Shareholder Approval or the holders of eighty-one percent (81%) or more in interest of the GSME Shares issued in GSME’s IPO and outstanding immediately before the Closing shall have exercised their rights to convert their shares into a pro rata share of the Trust Fund in accordance with the GXXX Stockholder ApprovalGSME’s Charter Documents. Such proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting such proxies from holders of GXXX Common Stock GSME Shares for the matters to be acted upon at the Special Meeting as set forth herein (the “Proxy Statement”). The Company and GBE shall, and GBE and the Company Plastec shall cause each other Target Company to, furnish to GXXX GSME all information concerning the Target Companies and the Properties (to the extent such information with respect to the Properties is in GBE’s or the applicable Target Company’s possession) Plastec as GXXX GSME may reasonably request in connection with the preparation of the Proxy Statement. The Company Plastec and its counsel shall be given an a reasonable opportunity to review and comment on the Proxy Statement such proxy materials prior to its filing with the SEC. GXXX, with the assistance of the Company, shall promptly respond their distribution to GSME’s shareholders and GSME will not distribute any SEC comments on the Proxy Statement documents containing information that Plastec has reasonably determined is incorrect or misleading and shall otherwise use commercially reasonable efforts to cause the Proxy Statement to be approved for distribution by the SEC as promptly as practicablenotified GSME in writing thereof.