Common use of Shareholder Meeting; Proxy Material Clause in Contracts

Shareholder Meeting; Proxy Material. The Company shall cause a meeting of its shareholders (the "Company Shareholder Meeting") to be duly called and held as soon as reasonably practicable after consummation of the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger. Subject to Section 7.03(b), the Board of Directors of the Company shall recommend approval and adoption of this Agreement and the Merger by the Company's shareholders. In connection with such meeting, the Company will (i) promptly prepare and file with the SEC, will use its reasonable best efforts to have cleared by the SEC and will thereafter mail to its shareholders as promptly as practicable after consummation of the Offer the Company Proxy Statement and all other proxy materials for such meeting, (ii) use its reasonable best efforts to obtain the necessary approvals by its shareholders of this Agreement and the transactions contemplated hereby and (iii) otherwise comply with all legal requirements applicable to such meeting.

Shareholder Meeting; Proxy Material. The Company shall cause a meeting of its shareholders (the "Company Shareholder Meeting") to be duly called and held as soon as reasonably practicable after consummation of the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger, unless Tennessee Law does not require a vote of shareholders of the Company for consummation of the Merger. Subject to Section 7.03(b7.03(c), the Board of Directors of the Company shall recommend approval and adoption of this Agreement and the Merger by the Company's shareholders. In connection with such meeting, the Company will (i) promptly prepare and file with the SEC, will use its reasonable best efforts to have cleared by the SEC and will thereafter mail to its shareholders as promptly as practicable after consummation of the Offer the Company Proxy Statement and all other proxy materials for such meeting, (ii) use its reasonable best efforts to obtain the necessary approvals by its shareholders of this Agreement and the transactions contemplated hereby and (iii) otherwise comply with all legal requirements applicable to such meeting.

Shareholder Meeting; Proxy Material. The Company shall cause a meeting of its shareholders (the "Company Shareholder MeetingCOMPANY SHAREHOLDER MEETING") to be duly called and held as soon as reasonably practicable after consummation of the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger. Subject to Section 7.03(b6.04(b), the Board of Directors of the Company shall recommend approval and adoption of this Agreement and the Merger by the Company's shareholders. In connection with such meeting, the Company will (i) promptly prepare and file with the SEC, will use its all commercially reasonable best efforts to have cleared by the SEC and will thereafter mail to its shareholders as promptly as practicable after consummation of the Offer the Company Proxy Statement and all other proxy materials for such meeting, (ii) use its all commercially reasonable best efforts to obtain the necessary approvals by its shareholders of this Agreement and the transactions contemplated hereby hereby, unless otherwise required by the applicable fiduciary duties of the Company's directors, as determined by them in good faith and (iii) otherwise comply with all legal requirements applicable to such meeting.

Shareholder Meeting; Proxy Material. The Company shall cause a meeting of its shareholders (the "Company Shareholder MeetingCOMPANY SHAREHOLDER MEETING") to be duly called and held as soon as reasonably practicable after consummation of the Offer for the purpose of voting on obtaining the Shareholder Vote. Subject to Section 6.04(c), the Company Proxy Statement shall indicate the approval and adoption declaration of advisability by the Board of Directors of this Agreement and the Merger. Subject to Section 7.03(b), Merger and the recommendation of the Board of Directors of the Company shall recommend approval and adoption of this Agreement and the Merger by to the Company's shareholdersshareholders that they vote in favor of the approval of the principal terms of this Agreement. In connection with such meeting, the Company will (i) promptly prepare and file with the SEC, will use its commercially reasonable best efforts to have cleared by the SEC and will thereafter mail to its shareholders as promptly as practicable after consummation of the Offer the Company Proxy Statement and all other proxy materials for such meeting, (ii) solicit from its shareholders proxies in favor of the approval of the principal terms of this Agreement and use its commercially reasonable best efforts to obtain the necessary approvals by its shareholders of this Agreement and the transactions contemplated hereby Shareholder Vote and (iii) otherwise comply with all legal requirements applicable to such meeting.

Shareholder Meeting; Proxy Material. The Company shall cause a meeting of its shareholders (the "Company Shareholder Meeting") to be duly called and held as soon as reasonably practicable after consummation of the Offer for the purpose of voting on the approval and adoption of this Agreement Agreement, the issuance of the Convertible Notes to the Investors and the Mergerissuance of the Warrants to Xxxxxxxx X. Xxx and Xxxxx X. Xxxxxxxxxx. Subject to Section 7.03(b), the The Board of Directors of the Company shall recommend approval and adoption by the Company's shareholders of this Agreement and issuance of the Merger by the Company's shareholdersConvertible Notes. In connection with such meeting, the Company will (i) promptly prepare and file with the SEC, will use its reasonable best efforts to have cleared by the SEC and will thereafter mail to its shareholders stockholders as promptly as practicable after consummation of the Offer the Company Proxy `Statement and all other proxy materials for such meeting, (ii) use its reasonable best efforts to obtain the necessary approvals by its shareholders of this Agreement and the transactions as contemplated hereby and (iii) otherwise comply with all legal requirements applicable to such meeting.

Shareholder Meeting; Proxy Material. The Promptly after the Registration Statement is declared effective under the Securities Act, in accordance with California Law and its Articles of Incorporation and Bylaws, Company shall cause a meeting of its shareholders (the "“Company Shareholder Meeting"”) to be duly called and held as soon as reasonably practicable after consummation of the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger. Subject to Section 7.03(b6.03(b), the Board of Directors of the Company shall unanimously recommend approval and adoption of this Agreement and the Merger by the Company's ’s shareholders. In connection with such meeting, the Company will (i) promptly prepare and file with the SEC, will use its all reasonable best efforts to have cleared by the SEC and will thereafter mail to its shareholders as promptly as practicable after consummation of the Offer the Company Proxy Statement and all other proxy materials for such meeting, (ii) subject to Section 6.03(b), use its all reasonable best efforts to obtain the necessary approvals by its shareholders of this Agreement and the transactions contemplated hereby and (iii) otherwise comply with all legal requirements applicable to such meeting.