Common use of Proxy Statement; Stockholders Meeting Clause in Contracts

Proxy Statement; Stockholders Meeting. (a) Parent and the Company shall cooperate and promptly prepare the Registration Statement and the Proxy Statement/Prospectus and shall file the Registration Statement in which the Proxy Statement/Prospectus will be included as a prospectus with the SEC as soon as reasonably practicable after the date hereof and in any event not later than 45 days after the date hereof. Parent and the Company shall cooperate to promptly respond to any comments made by the SEC and otherwise use reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after filing. Parent and the Company will provide each other with any information which may be required to prepare and file the Proxy Statement/Prospectus and the Registration Statement hereunder. Each of Parent and the Company will cause the Proxy Statement/Prospectus to be mailed to its respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. If at any time prior to the Effective Time any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus or the Registration Statement, Parent or the Company, as applicable, will promptly inform the other of such occurrence and cooperate in filing such amendment or supplement with the SEC, use reasonable best efforts to cause such amendment to become effective as promptly as possible and, if required, mail same to stockholders of Parent and/or the Company. Parent shall use reasonable best efforts, and the Company shall cooperate with Parent, to obtain any and all necessary state securities laws or “blue sky” permits, approvals and registrations in connection with the issuance of Parent Common Stock pursuant to the Merger.

Proxy Statement; Stockholders Meeting. (a) Parent and the Company Edge shall cooperate and promptly prepare and file (i) the proxy statement relating to the Edge Stockholders’ Meeting (also constituting the prospectus in respect of shares of Parent Common Stock and Parent Preferred Stock into which Common Shares and Preferred Shares will be converted) (the “Proxy Statement/Prospectus”), to be filed by Edge with the SEC, and any amendments or supplements thereto, and (ii) the Registration Statement on Form S-4 (the “Registration Statement”) to be filed by Parent with the SEC in connection with the Merger, and the Proxy Statement/Prospectus any amendments or supplements thereto. Parent and Edge shall file cause to be filed the Registration Statement in which the Proxy Statement/Prospectus will be included as a prospectus with the SEC as soon as reasonably practicable after the date hereof and in any event not later than 45 days after the date hereofAugust 15, 2008. Parent and the Company Edge shall cooperate to promptly respond to any comments made by the SEC and otherwise use reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after filing. Parent and the Company Edge will provide each other with any information which that may be required to prepare and file the Proxy Statement/Prospectus and the Registration Statement hereunder. Each of Parent and the Company Edge will cause the Proxy Statement/Prospectus to be mailed to its respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. If at any time prior to the Effective Time any event occurs which that is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus or the Registration Statement, Parent or the CompanyEdge, as applicable, will promptly inform the other of such occurrence and cooperate in filing such amendment or supplement with the SEC, use reasonable best efforts to cause such amendment to become effective as promptly as possible and, if required, mail same it to stockholders of Parent and/or the CompanyEdge. Parent shall use reasonable best efforts, and the Company Edge shall cooperate with Parent, to obtain any and all necessary state securities laws law or “blue sky” permits, approvals and registrations in connection with the issuance of Parent Common Stock and Parent Preferred Stock pursuant to the Merger.

Proxy Statement; Stockholders Meeting. (a) Parent Dorado and the Company Redfish shall cooperate and promptly prepare the Registration Statement and the Joint Proxy Statement/Prospectus Statement and shall file the Registration Statement in which the Joint Proxy Statement/Prospectus Statement will be included as a prospectus with the SEC as soon as reasonably practicable after the date hereof and in any event not later than 45 days after the date hereof. Parent Dorado and the Company Redfish shall cooperate to respond promptly respond to any comments made by the SEC and otherwise use reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after filing. Parent Subject to applicable laws, Dorado and Redfish each shall, upon request by the Company will provide each other, furnish the other with any all information which concerning itself, its subsidiaries, directors, officers and stockholders and such other matters as may be required to prepare reasonably necessary or advisable in connection with the preparation and file filing of the Joint Proxy Statement/Prospectus Statement and the Registration Statement as provided for hereunder. Each of Parent Dorado and Redfish agree to promptly correct any information provided by it for use in the Company will Joint Proxy Statement or the Registration Statement which shall have become false or misleading in any material respect. Each of Dorado and Redfish shall cause the Joint Proxy Statement/Prospectus Statement to be mailed to its respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. If at any time prior to the Effective Time any event occurs which that is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus Statement or the Registration Statement, Parent Dorado or the CompanyRedfish, as applicable, will promptly shall inform the other promptly of such occurrence and cooperate in filing such amendment or supplement with the SEC, use reasonable best efforts to cause such amendment to become effective as promptly as possible and, if required, mail same that amendment or supplement to stockholders of Parent Dorado and/or the CompanyRedfish. Parent Dorado shall use reasonable best efforts, and the Company Redfish shall cooperate with ParentDorado, to obtain any and all necessary state securities laws or “blue sky” permits, approvals and registrations necessary in connection with the issuance of Parent Dorado Common Stock pursuant to the Merger.