Common use of Proxy Statement; Stockholder Approval Clause in Contracts

Proxy Statement; Stockholder Approval. (a) Company, acting through its Board of Directors, shall, in accordance with applicable law and its Articles of Incorporation and by-laws: (i) as soon as practicable following the purchase of Shares by the Purchaser pursuant to the Amended Offer, Company will prepare and file with the SEC a Proxy Statement (the "Proxy Statement") with respect to a special meeting of shareholders of Company (the "Special Meeting") (except to the extent approval of shareholders of Company is not required to be obtained pursuant to the GCL or may be obtained by written consent) for the purpose of voting to approve and adopt this Agreement (or, in the event that the Parent Companies shall have the right to vote a sufficient number of Shares such that the Parent Companies may approve and adopt this Agreement, an Information Statement with respect to the Special Meeting (the "Information Statement")) and shall use its reasonable efforts to obtain such stockholder approval; and (ii) promptly and duly call, give notice of, convene and hold the Special Meeting (except to the extent approval of shareholders of Company is not required to be obtained pursuant to the GCL or may be obtained by written consent) as soon as practicable following the date upon which the Proxy Statement or Information Statement is cleared for mailing by the SEC, (except to the extent approval of shareholders of Company is not required to be obtained pursuant to the GCL or may be obtained by written consent); and (iii) recommend approval and adoption of this Agreement by the stockholders of Company and include in the Proxy Statement or Information Statement such recommendation, and take all lawful action to solicit such approval. (b) Company, as promptly as practicable following the date upon which the Proxy Statement or Information Statement is cleared for mailing by the SEC, shall cause the definitive Proxy Statement or Information Statement to be mailed to its stockholders. (i) Company shall vote or cause to be voted in favor of approval and adoption of this Agreement all Shares as to which it holds proxies at such time and (ii) the Parent Companies shall vote or cause to be voted in favor of the approval and adoption of this Agreement all Shares owned by them or as to which they hold proxies at such time. The Proxy Statement or Information Statement, at the date thereof and, if applicable, at the date of such meeting, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing shall not apply to the extent -------- ------- that any such untrue statement of a material fact or omission to state a material fact was made by Company in reliance upon and in conformity with written information concerning the Parent Companies furnished to Company by Parent specifically for use in the Proxy Statement or Information Statement. Parent agrees that the information provided to Company for use in the Proxy Statement or Information Statement shall in all material respects comply with the requirements of the Exchange Act and the rules and regulations thereunder. The Proxy Statement or Information Statement shall not be filed, and no amendment or supplement to the Proxy Statement or Information Statement will be made by Company, without consultation with Parent and its counsel. (c) Company's obligations under this Section 8.3 shall at all times remain subject to its fiduciary duties imposed under applicable law, in the event that, if required by such fiduciary duties as advised by counsel, the Board of Directors of Company shall have withdrawn or modified its recommendation that stockholders approve and adopt this Agreement.

Proxy Statement; Stockholder Approval. (a) The Company, acting through its Board of Directors, shall, subject to and in accordance with applicable law and its Articles Certificate of Incorporation Incorporation, as amended, and byits By-laws: (i) as soon as practicable following the purchase of Shares by the Purchaser pursuant to the Amended OfferLaws, Company will prepare and file with the SEC a Proxy Statement (the "Proxy Statement") with respect to a special meeting of shareholders of Company (the "Special Meeting") (except to the extent approval of shareholders of Company is not required to be obtained pursuant to the GCL or may be obtained by written consent) for the purpose of voting to approve and adopt this Agreement (or, in the event that the Parent Companies shall have the right to vote a sufficient number of Shares such that the Parent Companies may approve and adopt this Agreement, an Information Statement with respect to the Special Meeting (the "Information Statement")) and shall use its reasonable efforts to obtain such stockholder approval; and (ii) promptly and duly call, give notice of, convene and hold the Special Meeting (except to the extent approval of shareholders of Company is not required to be obtained pursuant to the GCL or may be obtained by written consent) as soon as practicable following the date upon which the Proxy Registration Statement or Information Statement is cleared becomes effective a meeting of the holders of Company Common Stock for mailing by the SECpurpose of voting to approve and adopt this Agreement and the transactions contemplated hereby, and, (i) except as the Board of Directors of the Company determines, in good faith and as advised by outside counsel, would be inconsistent with the fiduciary duties of the Board of Directors of the Company under applicable law, and subject to the extent approval second proviso of shareholders of Company is not required to be obtained pursuant to the GCL or may be obtained by written consentSection 6.2(a); and (iii) , recommend approval and adoption of this Agreement and the transactions contemplated hereby, by the stockholders of the Company and include in the Proxy Statement or Information Statement such recommendationrecommendation and (ii) except as the Board of Directors of the Company determines, in good faith and as advised by outside counsel, would be inconsistent with the fiduciary duties of the Board of Directors of the Company under applicable law and subject to the second proviso of Section 6.2(a), take all lawful reasonable action to solicit and obtain such approval; provided, however that neither the Company's Board of Directors nor any committee thereof may either (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Holdings, the approval or recommendation of the Merger or this Agreement, or (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Transaction (other than the Merger), in the case of clauses (i) and (ii) next above until the sixth business day following Holdings' receipt of written notice advising Holdings that the Company's Board of Directors has received a Superior Proposal, specifying the material terms and conditions thereof and identifying the person making such Superior Proposal. (b) CompanyThe Company shall, as promptly as practicable following the date upon which the Proxy Statement (or Information Statement is cleared for mailing at such other time as may be mutually agreed by the SECCompany and Holdings), shall cause the definitive Proxy Statement or Information Statement Statement/Prospectus to be mailed to its stockholders. (i) Company shall vote or cause to be voted in favor of approval and adoption of this Agreement all Shares as to which it holds proxies at such time and (ii) the Parent Companies shall vote or cause to be voted in favor stockholders of the approval Company and adoption of this Agreement all Shares owned by them or as to which they hold proxies at such time. The Proxy Statement or Information Statement, at the date thereof and, if applicable, at the date of such meeting, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing shall not apply to the extent -------- ------- that any such untrue statement of a material fact or omission to state a material fact was made by Company in reliance upon and in conformity with written information concerning the Parent Companies furnished to Company by Parent specifically for use in the Proxy Statement or Information Statement. Parent agrees that the information provided to Company for use in the Proxy Statement or Information Statement shall in all material respects comply with the requirements of the Exchange Act and the rules and regulations thereunder. The Proxy Statement or Information Statement shall not be filed, and no amendment or supplement to the Proxy Statement or Information Statement will be made by Company, without consultation with Parent and its counselHoldings. (c) Company's obligations under this Section 8.3 shall at all times remain subject to its fiduciary duties imposed under applicable law, in the event that, if required by such fiduciary duties as advised by counsel, the Board of Directors of Company shall have withdrawn or modified its recommendation that stockholders approve and adopt this Agreement.

Proxy Statement; Stockholder Approval. (a) Company, acting through its Board of Directors, The Company shall, in accordance with applicable law and its Articles Certificate of Incorporation and byBy-lawsLaws: (i) as soon as practicable following the purchase of Shares by the Purchaser pursuant to the Amended Offer, Company will prepare and file with the SEC a Proxy Statement (the "Proxy Statement") with respect to a special meeting of shareholders of Company (the "Special Meeting") (except to the extent approval of shareholders of Company is not required to be obtained pursuant to the GCL or may be obtained by written consent) for the purpose of voting to approve and adopt this Agreement (or, in the event that the Parent Companies shall have the right to vote a sufficient number of Shares such that the Parent Companies may approve and adopt this Agreement, an Information Statement with respect to the Special Meeting (the "Information Statement")) and shall use its reasonable efforts to obtain such stockholder approval; and (ii) promptly and duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting (except to the extent approval of shareholders of Company is not required to be obtained pursuant to the GCL or may be obtained by written consentMeeting") as soon as practicable following the mailing of the Proxy Statement (as defined below) for the purpose of obtaining the Stockholder Approval; (ii) prepare a form of proxy statement to be mailed to the stockholders of the Company in connection with the Special Meeting (the "Proxy Statement") as soon as practicable after the date upon which hereof (provided that the Investors and their counsel shall be given reasonable opportunity to review and comment on the preliminary proxy statement, any amendments thereto and related communications with stockholders prior to filing with the SEC and provided further that the Investors shall have the right to consent to any descriptions of or references to (i) the Investors or any of their Affiliates, and (ii) the Series A Certificate of Designations, the Series B Certificate of Designations and the Related Agreements and the transactions contemplated thereby in the Proxy Statement or Information Statement is cleared for mailing such communications, which consent shall not be unreasonably withheld or delayed) and use its reasonable best efforts (x) (1) to respond as promptly as practicable to any comments made by the SECSEC with respect to the Proxy Statement and (2) to promptly supply the Investors with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, and (y) to cause the definitive Proxy Statement to be mailed to its stockholders at the earliest practicable date following the clearance of the Proxy Statement by the SEC and, if necessary, after the Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies; (iii) except to the extent approval the Board of shareholders Directors determines in good faith, after consultation with outside counsel, that contrary action is required by such Board of Company is not required to be obtained pursuant to the GCL or may be obtained by written consent); and (iii) recommend approval and adoption of this Agreement by Directors' fiduciary duties under applicable law, recommend, without qualification, that the stockholders of the Company vote to adopt and approve (x) the issuance of the Shares and the shares of Common Stock issuable upon conversion of the Shares, (y) the Company Charter Amendment and (z) the adoption of the Hexcel Corporation 2003 Incentive Stock Plan and amendments to certain of the Company's existing equity incentive plans, substantially on terms set forth in Exhibit J hereto, and include in the Proxy Statement or Information Statement such recommendation, unqualified recommendations and take all lawful action to solicit such approvalapprovals and acceptances. (b) CompanyThe Company will advise the Investors, as promptly as practicable following after it receives notice thereof, of the date upon which time when any supplement or amendment has been filed or of any request by the SEC for an amendment of or supplement to the Proxy Statement or Information Statement is cleared for mailing comments thereon and responses thereto or requests by the SECSEC for additional information. If at any time the Company or the Investors, shall cause respectively, discover any information relating to the definitive Company or the Investors, or any of their respective affiliates, officers or directors, that should be set forth in an amendment or supplement to the Proxy Statement or Information Statement to be mailed to its stockholders. (i) Company shall vote or cause to be voted in favor of approval and adoption of this Agreement all Shares as to which it holds proxies at such time and (ii) so that the Parent Companies shall vote or cause to be voted in favor of the approval and adoption of this Agreement all Shares owned by them or as to which they hold proxies at such time. The Proxy Statement or Information Statement, at the date thereof and, if applicable, at the date of such meeting, document will not include an untrue statement any misstatement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the party that discovers any misleading information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing the information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the Company's stockholders. (c) The Company shall use reasonable efforts to ensure that the Proxy Statement (including without limitation any SEC Reports incorporated by reference therein) shall comply in all material respects with all applicable federal or other securities laws, except that the Company shall have no obligation as to information provided by any of the Investors. (d) At any meeting of stockholders of the Company at which the transactions contemplated by this agreement are submitted to a vote of stockholders, the Investors shall vote, or cause to be voted, all of the shares of Common Stock beneficially owned by the LXH Investors in accordance with the recommendations set forth in Section 6.5(a)(iii); provided, however, that the foregoing Investors' obligation pursuant to this Section 6.5(d) shall not apply be subject to the extent -------- ------- that any such untrue statement of a material fact or omission to state a material fact was made by Company in reliance upon and in conformity with written information concerning the Parent Companies furnished to Company by Parent specifically for use in the Proxy Statement or Information Statement. Parent agrees that the information provided to Company for use in the Proxy Statement or Information Statement shall in all material respects comply with the requirements satisfaction of the Exchange Act and following conditions as of the rules and regulations thereunder. The Proxy Statement or Information Statement shall not be filed, and no amendment or supplement to the Proxy Statement or Information Statement will be made by Company, without consultation with Parent and its counsel.date of each stockholder meeting: (ci) Company's obligations under this Section 8.3 shall at all times remain subject to its fiduciary duties imposed under applicable law, in the event that, if required by such fiduciary duties as advised by counsel, the Board of Directors of Company shall not have withdrawn or modified in an adverse manner its recommendation that stockholders approve and adopt of the transactions contemplated by this Agreement, (ii) the Company shall not be in a material breach of its obligations under this Agreement, (iii) there shall not have occurred a Material Adverse Effect since June 30, 2002, (iv) the Company shall have received an executed commitment letter or entered into definitive agreements with respect to the Senior Debt Refinancing on terms no less favorable to the Company than those set forth on Exhibit G hereto and such commitment letter or definitive agreements shall not have been withdrawn, waived, modified, terminated or otherwise altered in a manner adverse to the Company at any time prior to the Special Meeting or any adjournments thereof, and (v) the Fairness Opinions shall not have been withdrawn or materially adversely modified by Xxxxxxxx Xxxxx. Except as otherwise contemplated by the Ciba Pledge Agreements, the Investors shall cause the LXH Investors to not transfer, pledge, hypothecate, sell or otherwise dispose of, or encumber, grant any proxy or power of attorney over, any of the shares of Common Stock held by them, or deposit any of their shares of Common Stock into a voting trust or enter into a voting agreement, understanding or arrangement with respect to any of such shares of Common Stock at any time prior to the Special Meeting and any adjournments thereof.

Proxy Statement; Stockholder Approval. (a) Company, acting through its Board of Directors, shall, in accordance with applicable law and its Articles of Incorporation and by-laws: (i) as soon as practicable following the purchase of Shares by the Purchaser pursuant to the Amended Offer, Company will prepare and file with the SEC a Proxy Statement (the "Proxy Statement") with respect to a special meeting of shareholders of Company (the "Special Meeting") (except to the extent approval of shareholders of Company is not required to be obtained pursuant to the GCL or may be obtained by written consent) for the purpose of voting to approve and adopt this Agreement (or, in the event that the Parent Companies shall have the right to vote a sufficient number of Shares such that the Parent Companies may approve and adopt this Agreement, an Information Statement with respect to the Special Meeting (the "Information Statement")) and shall use its reasonable efforts to obtain such stockholder approval; and (ii) promptly and duly call, give notice of, convene and hold the Special Meeting (except to the extent approval of shareholders of Company is not required to be obtained pursuant to the GCL or may be obtained by written consent) as soon as practicable following the date upon which the Proxy Statement or Information Statement is cleared for mailing by the SEC, (except to the extent approval of shareholders of Company is not required to be obtained pursuant to the GCL or may be obtained by written consent); and (iii) recommend approval and adoption of this Agreement by the stockholders of Company and include in the Proxy Statement or Information Statement such recommendation, and take all lawful action to solicit such approval. (b) Company, as promptly as practicable following the date upon which the Proxy Statement or Information Statement is cleared for mailing by the SEC, shall cause the definitive Proxy Statement or Information Statement to be mailed to its stockholders. . At the Special Meeting (i) Company shall vote or cause to be voted in favor of approval and adoption of this Agreement all Shares as to which it holds proxies at such time and (ii) the Parent Companies shall vote or cause to be voted in favor of the approval and adoption of this Agreement all Shares owned by them or as to which they hold proxies at such time. The Proxy Statement or Information Statement, at the date thereof and, if applicable, at the date of such meeting, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing shall not apply to the extent -------- ------- that any such untrue statement of a material fact or omission to state a material fact was made by Company in reliance upon and in conformity with written information concerning the Parent Companies furnished to Company by Parent specifically for use in the Proxy Statement or Information Statement. Parent agrees that the information provided to Company for use in the Proxy Statement or Information Statement shall in all material respects comply with the requirements of the Exchange Act and the rules and regulations thereunder. The Proxy Statement or Information Statement shall not be filed, and no amendment or supplement to the Proxy Statement or Information Statement will be made by Company, without consultation with Parent and its counsel.at (c) Company's obligations under this Section 8.3 shall at all times remain subject to its fiduciary duties imposed under applicable law, in the event that, if required by such fiduciary duties as advised by counsel, the Board of Directors of Company shall have withdrawn or modified its recommendation that stockholders approve and adopt this Agreement.

Proxy Statement; Stockholder Approval. (a) Company, acting through its Board of Directors, The Company shall, in accordance with applicable law and its Articles Certificate of Incorporation and byBy-lawsLaws: (i) as soon as practicable following the purchase of Shares by the Purchaser pursuant to the Amended Offer, Company will prepare and file with the SEC a Proxy Statement (the "Proxy Statement") with respect to a special meeting of shareholders of Company (the "Special Meeting") (except to the extent approval of shareholders of Company is not required to be obtained pursuant to the GCL or may be obtained by written consent) for the purpose of voting to approve and adopt this Agreement (or, in the event that the Parent Companies shall have the right to vote a sufficient number of Shares such that the Parent Companies may approve and adopt this Agreement, an Information Statement with respect to the Special Meeting (the "Information Statement")) and shall use its reasonable efforts to obtain such stockholder approval; and (ii) promptly and duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting (except to the extent approval of shareholders of Company is not required to be obtained pursuant to the GCL or may be obtained by written consentMeeting") as soon as practicable following the mailing of the Proxy Statement (as defined below) for the purpose of obtaining the Stockholder Approval; (ii) prepare a form of proxy statement to be mailed to the stockholders of the Company in connection with the Special Meeting (the "Proxy Statement") as soon as practicable after the date upon which hereof (provided that the Investors and their counsel shall be given reasonable opportunity to review and comment on the preliminary proxy statement, any amendments thereto and related communications with stockholders prior to filing with the SEC and provided further that the Investors shall have the right to consent to any descriptions of or references to (i) the Investors or any of their Affiliates, and (ii) the Series A Certificate of Designations, the Series B Certificate of Designations and the Related Agreements and the transactions contemplated thereby in the Proxy Statement or Information Statement is cleared for mailing such communications, which consent shall not be unreasonably withheld or delayed) and use its reasonable best efforts (x) (1) to respond as promptly as practicable to any comments made by the SECSEC with respect to the Proxy Statement and (2) to promptly supply the Investors with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, and (y) to cause the definitive Proxy Statement to be mailed to its stockholders at the earliest practicable date following the clearance of the Proxy Statement by the SEC and, if necessary, after the Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies; (iii) except to the extent approval the Board of shareholders Directors determines in good faith, after consultation with outside counsel, that contrary action is required by such Board of Company is not required to be obtained pursuant to the GCL or may be obtained by written consent); and (iii) recommend approval and adoption of this Agreement by Directors' fiduciary duties under applicable law, recommend, without qualification, that the stockholders of the Company vote to adopt and approve (x) the issuance of the Shares and the shares of Common Stock issuable upon conversion of the Shares, (y) the Company Charter Amendment and (z) the adoption of the Hexcel Corporation 2003 Incentive Stock Plan and amendments to certain of the Company's existing equity incentive plans, substantially on terms set forth in Exhibit J hereto, and include in the Proxy Statement or Information Statement such recommendation, unqualified recommendations and take all lawful action to solicit such approvalapprovals and acceptances. (b) CompanyThe Company will advise the Investors, as promptly as practicable following after it receives notice thereof, of the date upon which time when any supplement or amendment has been filed or of any request by the SEC for an amendment of or supplement to the Proxy Statement or Information Statement is cleared for mailing comments thereon and responses thereto or requests by the SECSEC for additional information. If at any time the Company or the Investors, shall cause respectively, discover any information relating to the definitive Company or the Investors, or any of their respective affiliates, officers or directors, that should be set forth in an amendment or supplement to the Proxy Statement or Information Statement to be mailed to its stockholders. (i) Company shall vote or cause to be voted in favor of approval and adoption of this Agreement all Shares as to which it holds proxies at such time and (ii) so that the Parent Companies shall vote or cause to be voted in favor of the approval and adoption of this Agreement all Shares owned by them or as to which they hold proxies at such time. The Proxy Statement or Information Statement, at the date thereof and, if applicable, at the date of such meeting, document will not include an untrue statement any misstatement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the party that discovers any misleading information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing the information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the Company's stockholders. (c) The Company shall use reasonable efforts to ensure that the Proxy Statement (including without limitation any SEC Reports incorporated by reference therein) shall comply in all material respects with all applicable federal or other securities laws, except that the Company shall have no obligation as to information provided by any of the Investors. (d) At any meeting of stockholders of the Company at which the transactions contemplated by this agreement are submitted to a vote of stockholders, the Investors shall vote, or cause to be voted, all of the shares of Common Stock beneficially owned by the LXH Investors in accordance with the recommendations set forth in Section 6.5(a)(iii); provided, however, that the foregoing Investors' obligation pursuant to this Section 6.5(d) shall not apply be subject to the extent -------- ------- that any such untrue statement of a material fact or omission to state a material fact was made by Company in reliance upon and in conformity with written information concerning the Parent Companies furnished to Company by Parent specifically for use in the Proxy Statement or Information Statement. Parent agrees that the information provided to Company for use in the Proxy Statement or Information Statement shall in all material respects comply with the requirements satisfaction of the Exchange Act and following conditions as of the rules and regulations thereunder. The Proxy Statement or Information Statement shall not be filed, and no amendment or supplement to the Proxy Statement or Information Statement will be made by Company, without consultation with Parent and its counsel.date of each stockholder meeting: (ci) Company's obligations under this Section 8.3 shall at all times remain subject to its fiduciary duties imposed under applicable law, in the event that, if required by such fiduciary duties as advised by counsel, the Board of Directors of Company shall not have withdrawn or modified in an adverse manner its recommendation that stockholders approve and adopt of the transactions contemplated by this Agreement, (ii) the Company shall not be in a material breach of its obligations under this Agreement, (iii) there shall not have occurred a Material Adverse Effect since June 30, 2002, (iv) the Company shall have received an executed commitment letter or entered into definitive agreements with respect to the Senior Debt Refinancing on terms no less favorable to the Company than those set forth on Exhibit G hereto and such commitment letter or definitive agreements shall not have been withdrawn, waived, modified, terminated or otherwise altered in a manner adverse to the Company at any time prior to the Special Meeting or any adjournments thereof, and (v) the Fairness Opinions shall not have been withdrawn or materially adversely modified by Houlihan Lokey. Except as otherwise contemplated by the Ciba Pledge Xxxxxxxnxx, xhe Investors shall cause the LXH Investors to not transfer, pledge, hypothecate, sell or otherwise dispose of, or encumber, grant any proxy or power of attorney over, any of the shares of Common Stock held by them, or deposit any of their shares of Common Stock into a voting trust or enter into a voting agreement, understanding or arrangement with respect to any of such shares of Common Stock at any time prior to the Special Meeting and any adjournments thereof.

Proxy Statement; Stockholder Approval. (a) CompanyIn connection with the Stockholders' Meeting, acting through its Board of Directors, Company shall, in accordance with applicable law and its Articles of Incorporation and by-laws: (i) as soon as practicable following the purchase date of Shares by this Agreement, but in no event later than fifteen (15) days following the Purchaser pursuant to the Amended Offerdate of this Agreement, Company will prepare and file with the SEC mail a Proxy Statement (the "to Company's stockholders, and Parent and Sub shall furnish to Company all information concerning them that Company may reasonably request in connection with such Proxy Statement") with respect . The Proxy Statement shall include the fairness opinion referred to a special meeting of shareholders of Company (the "Special Meeting") (except to the extent approval of shareholders of Company is not required to be obtained pursuant to the GCL or may be obtained by written consent) for the purpose of voting to approve and adopt this Agreement (or, in the event that the Parent Companies shall have the right to vote a sufficient number of Shares such that the Parent Companies may approve and adopt this Agreement, an Information Statement with respect to the Special Meeting (the "Information Statement"Section 5.30(b)) and shall use its reasonable efforts to obtain such stockholder approval; and. (iib) promptly and Company shall duly call, give notice of, convene and hold the Special Meeting (except to the extent approval of shareholders of Company is not required a Stockholders' Meeting, to be obtained pursuant to the GCL or may be obtained by written consent) held as soon as reasonably practicable following after the date hereof, for the purpose of voting upon which approval of this Agreement and the Proxy Statement or Information Statement is cleared for mailing by the SECStock Dispositions ("Company Stockholder Approval") and such other related matters as it deems appropriate and shall, (except subject to the extent approval provisions of shareholders Section 8.1(c), through its Board of Company is not required Directors, recommend to be obtained pursuant to its stockholders the GCL or may be obtained by written consent); and (iii) recommend approval and adoption of this Agreement by and use its reasonable efforts to obtain the stockholders Company Stockholder Approval. It is the intention of Company and include in the Proxy Statement or Information Statement such recommendation, and take all lawful action to solicit such approval. (b) Company, as promptly as practicable following the date upon which the Proxy Statement or Information Statement is cleared for mailing by the SEC, shall cause the definitive Proxy Statement or Information Statement to be mailed to have its stockholders. (i) Company shall vote or cause to be voted in favor of approval and adoption of this Agreement all Shares ' meeting on the same day as to which it holds proxies at such time and (ii) the Parent Companies shall vote or cause to be voted in favor of the approval and adoption of this Agreement all Shares owned by them or as to which they hold proxies at such time. The Proxy Statement or Information Statement, at the date thereof and, if applicable, at the date of such meeting, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing shall not apply to the extent -------- ------- that any such untrue statement of a material fact or omission to state a material fact was made by Company in reliance upon and in conformity with written information concerning the Parent Companies furnished to Company by Parent specifically for use in the Proxy Statement or Information Statement. Parent agrees that the information provided to Company for use in the Proxy Statement or Information Statement shall in all material respects comply with the requirements of the Exchange Act and the rules and regulations thereunder. The Proxy Statement or Information Statement shall not be filed, and no amendment or supplement to the Proxy Statement or Information Statement will be made by Company, without consultation with Parent and its counselClosing. (c) Neither the Board of Directors of Company's obligations under this Section 8.3 , nor any committee thereof shall at all times remain subject withdraw, qualify or modify, or propose publicly to its fiduciary duties imposed under applicable lawwithdraw, qualify or modify, in a manner adverse to Parent, the event thatapproval of such Board of Directors or such committee of this Agreement or the Merger or the recommendation of such Board of Directors to Company stockholders that they give the Company Stockholder Approval; provided, if required by such fiduciary duties as advised by counsel, that the Board of Directors of Company shall be permitted to (i) not recommend to Company stockholders that they give the Company Stockholder Approval or (ii) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Parent, the recommendation of such Board of Directors to Company stockholders that they give the Company Stockholder Approval (in each case, a "Company Subsequent Determination"), only (A) if the Board of Directors of Company by a majority vote determines in its good faith judgment that it is necessary to do so to comply with its fiduciary duties to Company stockholders under applicable Law, after receiving the advice of outside legal counsel, and (B) if Company and its officers and directors have withdrawn or modified complied in all respects with their obligations set forth in Section 8.2 in connection with its recommendation that stockholders approve and adopt this Agreementreceipt of all Acquisition Proposals.

Proxy Statement; Stockholder Approval. (ai) The Company shall use its best efforts to prepare and file with the SEC, as promptly as practicable after the date hereof but in no event later than 30 days after the date hereof, preliminary proxy materials, substantially in the form that has been previously reviewed and reasonably approved by Prentice and Xxxxxxx Xxxx & Xxxxx LLP with respect to a special or annual meeting of the stockholders of the Company (the "STOCKHOLDER MEETING"), which the Company shall use its reasonable best efforts to hold (i) in the event the SEC does not review the preliminary proxy materials, by no later than December 15, 2005 and (ii) in the event the SEC does review the preliminary proxy materials, by no later than January 20, 2006 (the "STOCKHOLDER MEETING DEADLINE"), for the purpose of approving resolutions (the "TRANSACTION RESOLUTIONS") providing for (A) the Company, acting through its Board 's issuance of Directors, shall, all of the Securities as described in the Transaction Documents in accordance with applicable law and its Articles the rules and regulations of Incorporation the Principal Market, (B) a 1 for 2 reverse stock split of the outstanding equity of the Company and by-laws: (iC) as soon as practicable following the purchase nomination of Shares such Persons designated by the Purchaser pursuant Majority Buyer to the Amended OfferCompany's Board of Directors for the election to such class or classes with the latest term (subject to the limitations in the Company's Certificate of Incorporation) (such affirmative approval being referred to herein as the "STOCKHOLDER APPROVAL"). Thereafter, the Company will prepare and shall as promptly as possible file with the SEC a Proxy Statement (the "Proxy Statement") with respect to a special meeting of shareholders of Company (definitive proxy statement, substantially in the "Special Meeting") (except to the extent approval of shareholders of Company is form that has been previously reviewed and reasonably approved by Prentice and Xxxxxxx Xxxx & Xxxxx LLP. The proxy materials shall not required contain any information concerning any Buyer without such Buyer's consent, such consent not to be obtained pursuant to unreasonable withheld or delayed. The proxy materials at the GCL or may be obtained by written consent) for the purpose of voting to approve and adopt this Agreement (or, in the event that the Parent Companies shall have the right to vote a sufficient number of Shares such that the Parent Companies may approve and adopt this Agreement, an Information Statement time they are filed with respect to the Special Meeting (the "Information Statement")) and shall use its reasonable efforts to obtain such stockholder approval; and (ii) promptly and duly call, give notice of, convene and hold the Special Meeting (except to the extent approval of shareholders of Company is not required to be obtained pursuant to the GCL or may be obtained by written consent) as soon as practicable following the date upon which the Proxy Statement or Information Statement is cleared for mailing by the SEC, (except to the extent approval of shareholders of Company is not required to be obtained pursuant to the GCL or may be obtained by written consent); and (iii) recommend approval and adoption of this Agreement by the stockholders of Company and include in the Proxy Statement or Information Statement such recommendation, and take all lawful action to solicit such approval. (b) Company, as promptly as practicable following the date upon which the Proxy Statement or Information Statement is cleared for mailing by the SEC, shall cause the definitive Proxy Statement or Information Statement to be mailed to its stockholders. (i) Company shall vote or cause to be voted in favor of approval and adoption of this Agreement all Shares as to which it holds proxies at such time and (ii) the Parent Companies shall vote or cause to be voted in favor of the approval and adoption of this Agreement all Shares owned by them or as to which they hold proxies at such time. The Proxy Statement or Information Statement, at the date thereof and, if applicable, at of the date of such meetingthe last amendment thereof, will if amended after filing, shall not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the foregoing . The Company shall not apply establish any record date for determining holders of Common Stock entitled to vote at the Stockholder Meeting, without giving written notice to the extent -------- ------- that any such untrue statement of a material fact or omission to state a material fact was made by Company in reliance upon and in conformity with written information concerning the Parent Companies furnished to Company by Parent specifically for use in the Proxy Statement or Information Statement. Parent agrees that the information provided to Company for use in the Proxy Statement or Information Statement Majority Buyer, which shall in all material respects comply with the requirements of the Exchange Act and the rules and regulations thereunder. The Proxy Statement or Information Statement shall be given not be filed, and no amendment or supplement less than three days prior to the Proxy Statement or Information Statement will be made by Company, without consultation with Parent and its counselrecord date so established. (cii) Company's obligations under this Section 8.3 The Company shall provide each stockholder entitled to vote at all times remain the Stockholder Meeting a proxy statement, and subject to Sections 4(u)(iv) and (v), the Company shall use its fiduciary duties imposed under applicable lawreasonable best efforts to solicit its the stockholders' approval of the Transaction Resolutions (which best efforts shall include, in without limitation, the event that, if required by such fiduciary duties as advised by counsel, requirement to hire a reputable proxy solicitor) and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Transaction Resolutions. The Company shall have withdrawn use its reasonable best efforts to obtain the Stockholder Approval by the Stockholder Meeting Deadline. (iii) Except as may be required by applicable law or modified its recommendation under the Company's Certificate of Incorporation or Bylaws, if the Company calls a special (or annual) meeting of stockholders pursuant to this Section 4, neither prior to nor at such meeting shall the Company put forth any matter, other than approving the Transaction Resolutions, to the holders of Common Stock or any other voting securities of the Company for their approval without the prior written consent (such consent not to be unreasonably withheld or delayed) of the Majority Buyer, except that stockholders approve the Company may include in any meeting a proposal regarding the election of directors and adopt this Agreementa proposal regarding the adoption of an employee stock incentive plan in a form reasonably acceptable to the Majority Buyer.