Common use of Proxy Statement; Stockholder Approval Clause in Contracts

Proxy Statement; Stockholder Approval. (i) Within three business days following the execution of this Agreement, the Company shall prepare and file with the SEC preliminary proxy materials with respect to a special meeting of the stockholders of the Company (the “Stockholder Meeting”), which the Company shall use its reasonable best efforts to hold and shall hold by no later than August 5, 2005 (such date, which shall be August 19, 2005 in the event that the proxy statement relating to such meeting is reviewed by the SEC, the “Stockholder Meeting Deadline”), for the purpose of approving proposals (the “Transaction Proposals”) providing for, among other things (A) the full authorization, approval and adoption for all purposes in accordance with all applicable law of the Certificate and the Series AA Preferred, and (B) the Company’s issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the “Stockholder Approval”). The Company shall use its best efforts to prepare and file with the SEC a definitive proxy statement, substantially in the form that has been previously reviewed and reasonably approved by Dolphin and Xxxxxx Xxxxxxx & Xxxx LLP, as promptly as practicable after the date hereof, but in no event later than seven days after the date hereof, reflecting the terms and conditions of this Agreement. The proxy (or information statement, if applicable) materials shall not contain any information concerning any Buyer without Dolphin’s consent, which may be granted in its sole discretion. The proxy (or information statement, if applicable) materials at the time they are filed with the SEC shall not 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.

Proxy Statement; Stockholder Approval. (i) Within three business days following the execution of this Agreement, the The Company shall use its best efforts to prepare and file with the SEC SEC, as promptly as practicable after the date hereof but in no event later than 30 days after the date hereof, preliminary proxy materials 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”"STOCKHOLDER MEETING"), which the Company shall use its reasonable best efforts to hold and shall hold (i) in the event the SEC does not review the preliminary proxy materials, by no later than August 5December 15, 2005 and (such date, which shall be August 19, 2005 ii) in the event that the SEC does review the preliminary proxy statement relating to such meeting is reviewed materials, by no later than January 20, 2006 (the SEC, the “Stockholder Meeting Deadline”"STOCKHOLDER MEETING DEADLINE"), for the purpose of approving proposals resolutions (the “Transaction Proposals”"TRANSACTION RESOLUTIONS") providing for, among other things for (A) the full authorization, approval and adoption for all purposes in accordance with all applicable law of the Certificate and the Series AA Preferred, and (B) the Company’s 's issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market Market, (B) a 1 for 2 reverse stock split of the outstanding equity of the Company and (C) the nomination of such Persons designated by the Majority Buyer to the Company'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”"STOCKHOLDER APPROVAL"). The Thereafter, the Company shall use its best efforts to prepare and as promptly as possible file with the SEC a the definitive proxy statement, substantially in the form that has been previously reviewed and reasonably approved by Dolphin Prentice and Xxxxxx Xxxxxxx Xxxx & Xxxx Xxxxx LLP, as promptly as practicable after the date hereof, but in no event later than seven days after the date hereof, reflecting the terms and conditions of this Agreement. The proxy (or information statement, if applicable) materials shall not contain any information concerning any Buyer without Dolphin’s such Buyer's consent, which may such consent not to be granted in its sole discretionunreasonable withheld or delayed. The proxy (or information statement, if applicable) materials at the time they are filed with the SEC SEC, or as of the date of the last amendment thereof, if amended after filing, shall not 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. The Company shall not establish any record date for determining holders of Common Stock entitled to vote at the Stockholder Meeting, without giving written notice to the Majority Buyer, which shall be given not less than three days prior to the record date so established.

Proxy Statement; Stockholder Approval. (i) Within three business days following the execution of this Agreement, the The Company shall use its best efforts to prepare and file with the SEC SEC, as promptly as practicable after the date hereof but in no event later than 15 days after the date hereof, preliminary proxy materials materials, substantially in the form that has been previously reviewed and reasonably approved by SAC 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 and shall hold by no later than August 5February 20, 2005, and which shall be held not later than March 20, 2005 (such date, which shall be August 19, 2005 in the event that the proxy statement relating to such meeting is reviewed by the SEC, the “Stockholder Meeting Deadline”), for the purpose of approving proposals resolutions (the “Transaction ProposalsResolutions”) providing for, among other things for (A) the full authorization, approval and adoption for all purposes in accordance with all applicable law of the Certificate and the Series AA Preferred, and (B) the Company’s issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market and (B) the increase in the authorized Class A Common Stock from 60,000,000 shares to 150,000,000 shares (such affirmative approval being referred to herein as the “Stockholder Approval”). The Thereafter, the Company shall use its best efforts to prepare and as promptly as possible file with the SEC a the definitive proxy statement, substantially in the form that has been previously reviewed and reasonably approved by Dolphin SAC and Xxxxxx Xxxxxxx Xxxx & Xxxx Xxxxx LLP, as promptly as practicable after the date hereof, but in no event later than seven days after the date hereof, reflecting the terms and conditions of this Agreement. The proxy (or information statement, if applicable) materials shall not contain any information concerning any Buyer without Dolphinsuch Buyer’s consent, which may be granted in its sole discretion. The proxy (or information statement, if applicable) materials at the time they are filed with the SEC SEC, or as of the date of the last amendment thereof, if amended after filing, shall not 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.

Proxy Statement; Stockholder Approval. (i) Within three business days following the execution of this Agreement, the The Company shall prepare has prepared and file filed with the SEC preliminary proxy materials with respect to a special meeting of the stockholders of the Company (the “Stockholder Meeting”), which the Company shall use its reasonable best efforts to hold and shall hold by no later than August 5February 20, 2005, and which shall be held not later than March 20, 2005 (such date, which shall be August 19, 2005 in the event that the proxy statement relating to such meeting is reviewed by the SEC, the “Stockholder Meeting Deadline”), for the purpose of approving proposals (the “Transaction Proposals”) providing for, among other things things, (A) the full authorization, approval and adoption for all purposes in accordance with all applicable law of the Certificate and the Series AA Preferred, and (B) the Company’s issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market and (B) the increase in the authorized Class A Common Stock from 60,000,000 shares to 150,000,000 shares (such affirmative approval being referred to herein as the “Stockholder Approval”). The Company shall use its best efforts to prepare and file with the SEC a definitive proxy statement, substantially in the form that has been previously reviewed and reasonably approved by Dolphin SAC and Xxxxxx Xxxxxxx Xxxx & Xxxx Xxxxx LLP, as promptly as practicable after the date hereof, but in no event later than seven 7 days after the date hereof, reflecting the terms and conditions of this Agreement. The proxy (or information statement, if applicable) materials shall not contain any information concerning any Buyer without Dolphinsuch Buyer’s consent, which may be granted in its sole discretion. The proxy (or information statement, if applicable) materials at the time they were and are filed with the SEC SEC, or as of the date of the last amendment thereof, if amended after filing, shall not 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.