Common use of Proxy Statements; Stockholder Approvals Clause in Contracts

Proxy Statements; Stockholder Approvals. The Company acting through the Board of Directors, shall, in accordance with applicable law and its Certificate of Incorporation and By-Laws: (a) promptly and duly call, give notice of, convene and hold as soon as practicable following the clearance of the proxy statement to be issued in connection with the transactions contemplated herein (the "Proxy Statement") with the SEC, but in no event later than the Closing Date, a meeting of its stockholders for the purpose of voting to approve the issuance of the Shares and the shares of Common Stock issuable upon conversion thereof and shall use its best efforts, except to the extent the Board of Directors determines in good faith, after consultation with outside counsel, that contrary action is required by the Board of Directors' fiduciary duties under applicable law, to obtain stockholder approval; (b) except to the extent the Board of Directors determines in good faith, after consultation with outside counsel, that contrary action is required by the Board of Directors' fiduciary duties under applicable law, recommend approval of the issuance of the Shares and the shares of Common Stock issuable upon conversion thereof, and include in the Proxy Statement such recommendation, and take all lawful action to solicit such approvals; and (c) as promptly as practicable following the signing of this Agreement, prepare and file with the SEC a preliminary Proxy Statement and respond to any comments of the SEC with respect to the preliminary Proxy Statement and cause the definitive Proxy Statement to be mailed to its stockholders.