Common use of Proxy Statement; Stockholder Approval Clause in Contracts

Proxy Statement; Stockholder Approval. (a) The Company ------------------------------------- shall, as promptly as practicable following the date of this Agreement, prepare and file with the Commission, and will use its best efforts to have cleared by the Commission and thereafter shall mail to its stockholders as promptly as practicable a proxy statement and a form of proxy in connection with, among other things, the vote of the Company's stockholders to approve the issuance and sale of Common Stock contemplated by this Agreement. The proxy statement, and any amendments thereof or supplements thereto, will not, at the time of the mailing of the proxy statement or any amendments thereof or supplements thereto and at the time of the Stockholders Meeting (as hereinafter defined), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by the Purchaser specifically for inclusion in the proxy statement. The proxy statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder.

Proxy Statement; Stockholder Approval. (a) The Company ------------------------------------- shall, as promptly as practicable following the date of this Agreement, prepare and file with the Commission, and will use its best efforts to have cleared by the Commission and thereafter shall mail to its stockholders as promptly as practicable a proxy statement and a form of proxy in connection with, among other things, the vote of the Company's stockholders to approve the issuance and sale of Common Stock contemplated by this Agreement. The proxy statement, and any amendments thereof or supplements thereto, will not, at the time of the mailing of the proxy statement or any amendments thereof or supplements thereto and at the time of the Stockholders Meeting (as hereinafter defined), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by the Purchaser or any affiliate of the Purchaser specifically for inclusion in the proxy statement. The proxy statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder.

Proxy Statement; Stockholder Approval. (a) The Company ------------------------------------- shall, as promptly as practicable following the date of this Agreement, prepare and file with the Commission, and will use its best efforts to have cleared by the Commission and thereafter shall mail to its stockholders as promptly as practicable a proxy statement and a form of proxy in connection with, among other things, the vote of the Company's stockholders to approve the issuance and sale of Common Stock contemplated by this Agreement. The proxy statement, and any amendments thereof or supplements thereto, will not, at the time of the mailing of the proxy statement or any amendments thereof or supplements thereto and at the time of the Stockholders Meeting (as hereinafter defined), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by the Purchaser or any affiliate of the Purchaser specifically for inclusion in the proxy statement. The proxy statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder.