Common use of Shareholder Vote Clause in Contracts

Shareholder Vote. (a) The Trust shall have the right, in its sole discretion, by giving a notice in accordance with Section 8.3, to cause the Board of Directors, without regard to any subsequent determination made by the Board of Directors concerning the Special Meeting Shareholder Proposals, to call, give notice of and hold a special meeting of the holders of the Company’s capital stock or, if so elected by the Trust in the notice from the Trust, direct that the Special Meeting Shareholder Proposals be considered at the next annual meeting of the holders of the Company’s capital stock following such notice from the Trust, as applicable (provided, that the notice for a special meeting or annual meeting described in this clause (a) shall not be given until at least 60 days after the Company’s 2009 Annual Meeting of Shareholders), with the holders of the Common Stock voting as a separate class in the case of the Common Stock Amendment Proposal and, if applicable, the holders of the Company’s Serial Preferred Stock voting as a separate class in the case of the Serial Preferred Stock Amendment Proposal and, if applicable, the holders of the Series C Preferred Stock voting as a separate class in the case of the Series C Preferred Stock Amendment Proposal, to vote on, among other things, (i) the Common Stock Amendment Proposal, (ii) Serial Preferred Stock Amendment Proposal and (iii) the Series C Preferred Stock Amendment Proposal; provided, that a vote on the Serial Preferred Stock Amendment Proposal and the Series C Preferred Stock Amendment Proposal will only be effective if the Common Stock Amendment Proposal is not approved by the holders of the Common Stock. The Board of Directors shall recommend to the Company’s shareholders that they vote in favor of the Special Meeting Shareholder Proposals. In the event that the approval of all or any portion of the Special Meeting Shareholder Proposals is not obtained at such special shareholders’ meeting, the Trust shall have the right to direct the Company to include a proposal to approve (and the Board of Directors shall recommend approval of) all or such portion of the Special Meeting Shareholder Proposals as the Trust may designate at the next annual meeting of its shareholders and at each subsequent annual meeting of its shareholders until such approval is obtained. (b) At and prior to the next annual meeting of the Company’s shareholders following the Closing Date, the Company shall take all action necessary under all applicable laws and regulations and the Company’s Organizational Documents to effect the General Meeting Shareholder Proposals. Such actions shall include, without limitation, the Board of Directors’ calling, giving notice of and holding an annual meeting of the holders of the Company’s capital stock to vote on, among other things the General Meeting Shareholder Proposals and without regard to any subsequent determination made by the Board of Directors concerning the General Meeting Shareholder Proposals. The Board of Directors shall recommend to the Company’s shareholders that they vote in favor of the General Meeting Shareholder Proposals. In the event that the approval of the General Meeting Shareholder Proposals is not obtained at such annual shareholders’ meeting, the Company shall include a proposal to approve such proposals at each subsequent annual meeting of its shareholders, or at any special meeting of the holders of the Company’s capital stock called pursuant to clause (a) above, until such approval is obtained. (c) In connection with the special shareholders’ meeting and each annual shareholders’ meeting described in clause (a) or (b) above, the Company shall prepare (and the Trust will reasonably cooperate with the Company to prepare) and file with the SEC a preliminary proxy statement reasonably acceptable to the Trust, shall use its reasonable best efforts to respond to any comments of the SEC or its staff thereon and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the Company’s shareholders promptly after clearance thereof by the SEC. The Company shall prepare the preliminary proxy statement describing the Special Meeting Shareholder Proposals as promptly as practicable following the Closing Date, but shall not file it with the SEC unless so directed by the Trust. The Company shall notify the Trust promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply the Trust with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to such proxy statement. The Company shall, at its own expense, use its reasonable best efforts to solicit proxies for shareholder approval of the Special Meeting Shareholder Proposals and the General Meeting Shareholder Proposals, including, but not limited to, selecting and retaining a proxy solicitor. If at any time prior to any such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. Each of the Trust and the Company agrees promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall as promptly as practicable prepare and mail to its shareholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with the Trust prior to filing any proxy statement, or any amendment or supplement thereto, and provide the Trust with a reasonable opportunity to comment thereon. (d) None of the information supplied by the Company or any of the subsidiaries of the Company for inclusion in any proxy statement in connection with any shareholders’ meeting of the Company will, at the date when first mailed to the Company’s shareholders and at the time of any shareholders’ meeting, and at the time of any amendment or supplement thereof after mailing, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Shareholder Vote. (a) The Trust shall have the right, in its sole discretion, by giving a notice in accordance with Section 8.3, to cause the Board of Directors, without regard to any subsequent determination made by the Board of Directors concerning the Special Meeting Shareholder Proposals, to call, give notice of and hold a special meeting of the holders of the Company’s capital stock or, if so elected by the Trust in the notice from the Trust, direct that the Special Meeting Shareholder Proposals be considered at the next annual meeting of the holders of the Company’s capital stock following such notice from the Trust, as applicable (provided, that the notice for a special meeting or annual meeting described in this clause (a) shall not be given until at least 60 days after the Company’s 2009 Annual Meeting of Shareholders), with the holders of the Common Stock voting as a separate class in the case of the Common Stock Amendment Proposal and, if applicable, the holders of the Company’s Serial Preferred Stock voting as a separate class in the case of the Serial Preferred Stock Amendment Proposal and, if applicable, the holders of the Series C Preferred Stock voting as a separate class in the case of the Series C Preferred Stock Amendment Proposal, to vote on, among other things, (i) the Common Stock Amendment Proposal, (ii) Serial Preferred Stock Amendment Proposal and (iii) the Series C Preferred Stock Amendment Proposal; provided, that a vote on the Serial Preferred Stock Amendment Proposal and the Series C Preferred Stock Amendment Proposal will only be effective if the Common Stock Amendment Proposal is not approved by the holders of the Common Stock. The Board of Directors shall recommend to the Company’s shareholders that they vote in favor of the Special Meeting Shareholder Proposals. In the event that the approval of all or any portion of the Special Meeting Shareholder Proposals is not obtained at such special shareholders’ meeting, the Trust shall have the right to direct the Company to include a proposal to approve (and the Board of Directors shall recommend approval of) all or such portion of the Special Meeting Shareholder Proposals as the Trust may designate at the next annual meeting of its shareholders and at each subsequent annual meeting of its shareholders until such approval is obtained. (b) At and prior to the next annual meeting of the Company’s shareholders following the Closing Date, the Company shall take all action necessary under all applicable laws and regulations and the Company’s Organizational Documents to effect the General Meeting Shareholder Proposals. Such actions shall include, without limitation, the Board of Directors’ calling, giving notice of and holding an annual meeting of the holders of the Company’s capital stock to vote on, among other things the General Meeting Shareholder Proposals and without regard to any subsequent determination made by the Board of Directors concerning the General Meeting Shareholder Proposals. The Board of Directors shall recommend to the Company’s shareholders that they vote in favor of the General Meeting Shareholder Proposals. In the event that the approval of the General Meeting Shareholder Proposals is not obtained at such annual shareholders’ meeting, the Company shall include a proposal to approve such proposals at each subsequent annual meeting of its shareholders, or at any special meeting of the holders of the Company’s capital stock called pursuant to clause (a) above, until such approval is obtained. (c) In connection with the special shareholders’ meeting and each annual shareholders’ meeting described in clause (a) or (b) above, the Company shall prepare (and the Trust will reasonably cooperate with the Company to prepare) and file with the SEC a preliminary proxy statement reasonably acceptable to the Trust, shall use its reasonable best efforts to respond to any comments of the SEC or its staff thereon and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the Company’s shareholders promptly after clearance thereof by the SEC. The Company shall prepare the preliminary proxy statement describing the Special Meeting Shareholder Proposals as promptly as practicable following the Closing Date, but shall not file it with the SEC unless so directed by the Trust. The Company shall notify the Trust promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply the Trust with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to such proxy statement. The Company shall, at its own expense, use its reasonable best efforts to solicit proxies for shareholder approval of the Special Meeting Shareholder Proposals and the General Meeting Shareholder Proposals, including, but not limited to, selecting and retaining a proxy solicitor. If at any time prior to any such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. Each of the Trust and the Company agrees promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall as promptly as practicable prepare and mail to its shareholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with the Trust prior to filing any proxy statement, or any amendment or supplement thereto, and provide the Trust with a reasonable opportunity to comment thereon. (d) None of the information supplied by the Company or any of the subsidiaries of the Company for inclusion in any proxy statement in connection with any shareholders’ meeting of the Company will, at the date when first mailed to the Company’s shareholders and at the time of any shareholders’ meeting, and at the time of any amendment or supplement thereof after mailing, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.or

Shareholder Vote. (a) The Trust GSC Partners shall have the rightright to deliver to Parent, in at least three calendar days prior to the Closing, a written notice requesting that Parent seek a vote of its sole discretion, by giving a notice shareholders in accordance with Section 8.3, to cause the Board of Directors, without regard to any subsequent determination made by the Board of Directors concerning the Special Meeting Shareholder Proposals, to call, give notice of and hold a special meeting Subsection 312.03(b) of the holders NYSE Listed Company Manual (and the requirements of the Company’s capital stock orToronto Stock Exchange, if so elected by any, and Ontario Securities Commission Rule 61-501 and Quebec Securities Commission Policy Q-27) to enable Parent to issue new shares of Parent Common Stock to GSC Partners in lieu of the Trust GSC Partners Cash Portion and the GSC Partners Cash Warrant Payment (the "Shareholder Vote"). Notwithstanding anything in this Agreement to the contrary, if GSC Partners timely delivers such a written notice, (i) unless such notice from is rescinded in accordance with clause (iii) or clause (iv) below, in connection with the Trust, direct that the Special Meeting Shareholder Proposals be considered at the preparation of a proxy statement in connection with Parent's next annual general meeting of the holders of the Company’s capital stock following such notice from the Trust, as applicable (provided, or sooner than that the notice if Parent is otherwise preparing a proxy statement in connection with another matter for a special meeting or annual meeting described otherwise and Parent's board of directors determines in this clause (a) shall not be given until at least 60 days after its discretion that it is appropriate to include the Company’s 2009 Annual Meeting of ShareholdersShareholder Vote issue in such proxy statement), with Parent shall include the holders of the Common Stock voting as a separate class Shareholder Vote issue in the case of the Common Stock Amendment Proposal and, if applicable, the holders of the Company’s Serial Preferred Stock voting as a separate class in the case of the Serial Preferred Stock Amendment Proposal and, if applicable, the holders of the Series C Preferred Stock voting as a separate class in the case of the Series C Preferred Stock Amendment Proposal, to vote on, among other things, (i) the Common Stock Amendment Proposalsuch proxy statement, (ii) Serial Preferred if the outcome of the Shareholder Vote is a valid approval of the issuance of new shares of Parent Common Stock Amendment Proposal to GSC Partners, then, within three business days after such Shareholder Vote, in lieu of the payment of the GSC Partners Cash Portion and the GSC Partners Cash Warrant Payment to GSC Partners, Parent shall issue to GSC Partners a number of new shares of Parent Common Stock equal to the quotient of (A) the sum of the GSC Partners Cash Portion and the GSC Partners Cash Warrant Payment, divided by (B) the average, rounded to the nearest two decimal places, of the per share closing prices of Parent Common Stock as reported on the New York Stock Exchange (the "NYSE") composite transactions reporting system (as reported in the New York City edition of The Wall Street Journal or, if not reported thereby, another authoritative source) for the ten consecutive trading days ending on the second trading day prior to the date of the Shareholder Vote, (iii) if either the Series C Preferred outcome of the Shareholder Vote is anything other than a valid approval of the issuance of new shares of Parent Common Stock Amendment Proposal; providedto GSC Partners or GSC Partners otherwise rescinds its request for a Shareholder Vote in writing to Parent delivered at least ten days prior to Parent's filing with the SEC the proxy statement regarding the Shareholder Vote, then, within five calendar days after such Shareholder Vote or such rescission, as applicable, Parent shall deliver to GSC Partners the GSC Partners Cash Portion and the GSC Partners Cash Warrant Payment, without any interest thereon, by wire transfer of immediately available funds to an account previously designated by GSC Partners and (iv) if Parent has not delivered newly issued shares of Parent Common Stock to GSC Partners pursuant to clause (ii) above prior to the date that a vote is ten (10) days before the six (6) month anniversary of the Closing Date and the meeting for the Stockholder Vote has not otherwise been held, then, at any time during the five (5) day period beginning on the Serial Preferred Stock Amendment Proposal tenth day prior to the six (6) month anniversary of the Closing Date, GSC Partners may rescind its request for a Shareholder Vote in writing to Parent and within five calendar days after such rescission Parent shall deliver to GSC Partners the GSC Partners Cash Portion and the Series C Preferred Stock Amendment Proposal will only be effective if the Common Stock Amendment Proposal is not approved GSC Partners Cash Warrant Payment, without any interest thereon, by the holders wire transfer of the Common Stock. The Board of Directors shall recommend immediately available funds to the Company’s shareholders that they vote in favor of the Special Meeting Shareholder Proposalsan account previously designated by GSC Partners. In the event that the approval common stock of all Parent becomes convertible or any portion of the Special Meeting Shareholder Proposals is not obtained at such special shareholders’ meeting, the Trust shall have the right to direct the Company to include a proposal to approve (and the Board of Directors shall recommend approval of) all exchangeable into or such portion of the Special Meeting Shareholder Proposals as the Trust may designate at the next annual meeting of its shareholders and at each subsequent annual meeting of its shareholders until such approval is obtained. (b) At and exercisable for other securities prior to the next annual meeting time of the Company’s shareholders following the Closing Date, the Company shall take all action necessary under all applicable laws and regulations and the Company’s Organizational Documents to effect the General Meeting Shareholder Proposals. Such actions shall include, without limitation, the Board of Directors’ calling, giving notice of and holding an annual meeting delivery of the holders shares of the Company’s capital Parent Common Stock as a result of a reclassification, stock to vote onsplit (including a reverse split), among other things the General Meeting Shareholder Proposals and without regard to any subsequent determination made by the Board dividend or distribution, recapitalization, merger, plan of Directors concerning the General Meeting Shareholder Proposals. The Board of Directors shall recommend to the Company’s shareholders that they vote in favor of the General Meeting Shareholder Proposals. In the event that the approval of the General Meeting Shareholder Proposals is not obtained at such annual shareholders’ meetingarrangement, the Company shall include a proposal to approve such proposals at each subsequent annual meeting of its shareholderssubdivision, combination, issuer tender or exchange offer, or at any special meeting of the holders of the Company’s capital stock called pursuant to clause other similar transaction, equitable provision will be made (a) above, until such approval is obtained. (c) In connection with the special shareholders’ meeting and each annual shareholders’ meeting described in clause (a) or (b) above, the Company shall prepare (and the Trust will reasonably cooperate with the Company to prepare) and file with the SEC a preliminary proxy statement reasonably acceptable to the Trust, shall use its reasonable best efforts to respond to any comments of the SEC or its staff thereon and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the Company’s shareholders promptly after clearance thereof by the SEC. The Company shall prepare the preliminary proxy statement describing the Special Meeting Shareholder Proposals as promptly as practicable following the Closing Date, but shall not file it with the SEC unless so directed by the Trust. The Company shall notify the Trust promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply the Trust with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to such proxy statement. The Company shall, at its own expense, use its reasonable best efforts to solicit proxies for shareholder approval of the Special Meeting Shareholder Proposals and the General Meeting Shareholder Proposals, including, but not limited to, selecting and retaining a proxy solicitor. If at any time prior to any such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. Each of the Trust and the Company agrees promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent permissible and subject to any required stockholder vote) so that, in lieu of the shares of Parent Common Stock that GSC Partners otherwise would receive, if any, GSC Partners will instead receive the number and class of shares or other securities or property that GSC Partners would have received in respect of Parent Common Stock if such information shall have become false or misleading in any material respect, and the Company shall as promptly as practicable prepare and mail to its shareholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with the Trust Parent Common Stock had been issued immediately prior to filing any proxy statementsuch event or the record date therefor, or any amendment or supplement thereto, and provide the Trust with a reasonable opportunity to comment thereonas applicable. (d) None of the information supplied by the Company or any of the subsidiaries of the Company for inclusion in any proxy statement in connection with any shareholders’ meeting of the Company will, at the date when first mailed to the Company’s shareholders and at the time of any shareholders’ meeting, and at the time of any amendment or supplement thereof after mailing, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Shareholder Vote. The Issuer will use its reasonable best efforts (a) The Trust shall have subject to the right, in its sole discretion, by giving a notice in accordance with Section 8.3, to cause fiduciary duties of the Board of Directors, without regard to any subsequent determination made by the Issuer’s Board of Directors concerning the Special Meeting Shareholder Proposals, and its management) to call, give notice of and hold a special meeting of the holders of the Company’s capital stock or, if so elected by the Trust in the notice from the Trust, direct that the Special Meeting Shareholder Proposals be considered at the next annual meeting of the holders of the Company’s capital stock following such notice from the Trust, as applicable (provided, that the notice for a special meeting or annual meeting described in this clause (a) shall not be given until at least 60 days after the Company’s 2009 Annual Meeting of Shareholders), with the holders of the Common Stock voting as a separate class in the case of the Common Stock Amendment Proposal and, if applicable, the holders of the Company’s Serial Preferred Stock voting as a separate class in the case of the Serial Preferred Stock Amendment Proposal and, if applicable, the holders of the Series C Preferred Stock voting as a separate class in the case of the Series C Preferred Stock Amendment Proposal, to vote on, among other things, (i) the Common Stock Amendment Proposal, (ii) Serial Preferred Stock Amendment Proposal and (iii) the Series C Preferred Stock Amendment Proposal; provided, that a vote on the Serial Preferred Stock Amendment Proposal and the Series C Preferred Stock Amendment Proposal will only be effective if the Common Stock Amendment Proposal is not approved by the holders of the Common Stock. The Board of Directors shall recommend to the Company’s shareholders that they vote in favor of the Special Meeting Shareholder Proposals. In the event that the obtain shareholder approval of all or any portion of the Special Meeting Shareholder Proposals is not obtained at such special shareholders’ meeting, the Trust shall have the right to direct the Company to include a proposal to approve (and the Board of Directors shall recommend approval of) all or such portion of the Special Meeting Shareholder Proposals as the Trust may designate at the next annual meeting of its shareholders and at each subsequent annual meeting (the “Initial Annual Meeting”) for the issuance of its shareholders until such approval is obtained. (b) At and prior to the next annual meeting all Shares of Common Stock issuable upon conversion of the Company’s shareholders following the Closing Date, the Company shall take all action necessary under all applicable laws and regulations Convertible Notes and the Company’s Organizational Documents to effect the General Meeting Shareholder Proposals. Such actions shall include, without limitation, the Board of Directors’ calling, giving notice of and holding an annual meeting exercise of the holders of Warrants by Lockheed Xxxxxx as provided for in this Agreement, and the Company’s capital stock proxy statement related to vote on, among other things the General Meeting Shareholder Proposals and without regard to any subsequent determination made such special meeting will include a recommendation by the Issuer’s Board of Directors concerning that the General Meeting Shareholder Proposals. The Board shareholders of Directors shall recommend to the Company’s shareholders that they Issuer vote in favor of such proposal. If the General Meeting Shareholder Proposals. In the event that the approval shareholders of the General Meeting Shareholder Proposals is Issuer do not obtained at approve the issuance of all such annual shareholders’ meetingShares, the Company shall include a proposal to approve such proposals at each subsequent annual meeting of its shareholders, or at any special meeting of the holders of the Company’s capital stock called pursuant to clause (a) above, until such approval is obtained. (c) In connection with the special shareholders’ meeting and each annual shareholders’ meeting described in clause (a) or (b) above, the Company shall prepare (and the Trust Issuer will reasonably cooperate with the Company to prepare) and file with the SEC a preliminary proxy statement reasonably acceptable to the Trust, shall use its reasonable best efforts to respond obtain shareholder approval at the next annual meeting of shareholders and each subsequent annual meeting thereafter. If, as of any date following the Initial Annual Meeting at which the shareholders of the Issuer do not approve the issuance of all such Shares, and prior to any comments subsequent shareholder meeting at which the shareholders of the SEC or its staff thereon and Issuer will be asked to cause a definitive proxy statement related to again provide such shareholders’ meeting to be mailed to the Company’s shareholders promptly after clearance thereof by the SEC. The Company shall prepare the preliminary proxy statement describing the Special Meeting Shareholder Proposals as promptly as practicable following the Closing Dateapproval, but shall not file it with the SEC unless so directed by the Trust. The Company shall notify the Trust promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply the Trust with copies of all correspondence between the Company Lockheed Xxxxxx or any of its representativesAffiliates is the Purchaser and provides a Conversion Notice in accordance with Section 2.11(b) or an Exercise Notice in accordance with Section 3(a)(i) of the Form of Warrant, in lieu of delivery of any Shares in excess of any limitations then applicable under NYSE rules, including, without limitation, as a result of the restrictions set forth in Section 2.11(n) and Section 4(i) of the Form of Warrant, the Issuer shall, solely to the extent permitted under the FP Note Documents and the LM/BP Note Documents, pay to such Purchaser, on the one handapplicable Conversion Date or Exercise Date, as applicable, the product of (x) the number of Shares in excess of any limitations then applicable under NYSE rules and (y) the SEC or its staff, on the other hand, with respect to such proxy statement. The Company shall, at its own expense, use its reasonable best efforts to solicit proxies for shareholder approval Prepayment Current Market Price determined as of the Special Meeting Shareholder Proposals and date of the General Meeting Shareholder Proposalsapplicable Conversion Notice or Exercise Notice, includingas applicable, but not limited to, selecting and retaining a proxy solicitor. If at any time prior to any delivered by such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement Purchaser to the proxy statement, the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplementIssuer. Each of the Trust and the Company agrees promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall as promptly as practicable prepare and mail to its shareholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with the Trust prior to filing any proxy statement, or any amendment or supplement thereto, and provide the Trust with a reasonable opportunity to comment thereon. (d) None of the information supplied by the Company or any of the subsidiaries of the Company for inclusion in any proxy statement in connection with any shareholders’ meeting of the Company will, at the date when first mailed to the Company’s shareholders and at the time of any shareholders’ meeting, and at the time of any amendment or supplement thereof after mailing, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.\\4140-6447-8783 v164123-4063-4962 v3

Shareholder Vote. The Issuer will use its reasonable best efforts (a) The Trust shall have subject to the right, in its sole discretion, by giving a notice in accordance with Section 8.3, to cause fiduciary duties of the Board of Directors, without regard to any subsequent determination made by the Issuer’s Board of Directors concerning the Special Meeting Shareholder Proposals, and its management) to call, give notice of and hold a special meeting of the holders of the Company’s capital stock or, if so elected by the Trust in the notice from the Trust, direct that the Special Meeting Shareholder Proposals be considered at the next annual meeting of the holders of the Company’s capital stock following such notice from the Trust, as applicable (provided, that the notice for a special meeting or annual meeting described in this clause (a) shall not be given until at least 60 days after the Company’s 2009 Annual Meeting of Shareholders), with the holders of the Common Stock voting as a separate class in the case of the Common Stock Amendment Proposal and, if applicable, the holders of the Company’s Serial Preferred Stock voting as a separate class in the case of the Serial Preferred Stock Amendment Proposal and, if applicable, the holders of the Series C Preferred Stock voting as a separate class in the case of the Series C Preferred Stock Amendment Proposal, to vote on, among other things, (i) the Common Stock Amendment Proposal, (ii) Serial Preferred Stock Amendment Proposal and (iii) the Series C Preferred Stock Amendment Proposal; provided, that a vote on the Serial Preferred Stock Amendment Proposal and the Series C Preferred Stock Amendment Proposal will only be effective if the Common Stock Amendment Proposal is not approved by the holders of the Common Stock. The Board of Directors shall recommend to the Company’s shareholders that they vote in favor of the Special Meeting Shareholder Proposals. In the event that the obtain shareholder approval of all or any portion of the Special Meeting Shareholder Proposals is not obtained at such special shareholders’ meeting, the Trust shall have the right to direct the Company to include a proposal to approve (and the Board of Directors shall recommend approval of) all or such portion of the Special Meeting Shareholder Proposals as the Trust may designate at the next annual meeting of its shareholders and at each subsequent annual meeting (the “Initial Annual Meeting”) for the issuance of its shareholders until such approval is obtained. (b) At and prior to the next annual meeting all Shares of Common Stock issuable upon conversion of the Company’s shareholders following the Closing Date, the Company shall take all action necessary under all applicable laws and regulations Convertible Notes and the Company’s Organizational Documents to effect the General Meeting Shareholder Proposals. Such actions shall include, without limitation, the Board of Directors’ calling, giving notice of and holding an annual meeting exercise of the holders of Warrants by Lockheed Xxxxxx as provided for in this Agreement, and the Company’s capital stock proxy statement related to vote on, among other things the General Meeting Shareholder Proposals and without regard to any subsequent determination made such special meeting will include a recommendation by the Issuer’s Board of Directors concerning that the General Meeting Shareholder Proposals. The Board shareholders of Directors shall recommend to the Company’s shareholders that they Issuer vote in favor of such proposal. If the General Meeting Shareholder Proposals. In the event that the approval shareholders of the General Meeting Shareholder Proposals is Issuer do not obtained at approve the issuance of all such annual shareholders’ meetingShares, the Company shall include a proposal to approve such proposals at each subsequent annual meeting of its shareholders, or at any special meeting of the holders of the Company’s capital stock called pursuant to clause (a) above, until such approval is obtained. (c) In connection with the special shareholders’ meeting and each annual shareholders’ meeting described in clause (a) or (b) above, the Company shall prepare (and the Trust Issuer will reasonably cooperate with the Company to prepare) and file with the SEC a preliminary proxy statement reasonably acceptable to the Trust, shall use its reasonable best efforts to respond obtain shareholder approval at the next annual meeting of shareholders and each subsequent annual meeting thereafter. If, as of any date following the Initial Annual Meeting at which the shareholders of the Issuer do not approve the issuance of all such Shares, and prior to any comments subsequent shareholder meeting at which the shareholders of the SEC or its staff thereon and Issuer will be asked to cause a definitive proxy statement related to again provide such shareholders’ meeting to be mailed to the Company’s shareholders promptly after clearance thereof by the SEC. The Company shall prepare the preliminary proxy statement describing the Special Meeting Shareholder Proposals as promptly as practicable following the Closing Dateapproval, but shall not file it with the SEC unless so directed by the Trust. The Company shall notify the Trust promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply the Trust with copies of all correspondence between the Company Lockheed Xxxxxx or any of its representativesAffiliates is the Purchaser and provides a Conversion Notice in accordance with Section 2.11(b) or an Exercise Notice in accordance with Section 3(a)(i) of the Form of Warrant, in lieu of delivery of any Shares in excess of any limitations then applicable under NYSE rules, including, without limitation, as a result of the restrictions set forth in Section 2.11(n) and Section 4(i) of the Form of Warrant, the Issuer shall, solely to the extent permitted under the FP Note Documents and the LM/BP Note Documents, pay to such Purchaser, on the one handapplicable Conversion Date or Exercise Date, as applicable, the product of (x) the number of Shares in excess of any limitations then applicable under NYSE rules and (y) the SEC or its staff, on the other hand, with respect to such proxy statement. The Company shall, at its own expense, use its reasonable best efforts to solicit proxies for shareholder approval Prepayment Current Market Price determined as of the Special Meeting Shareholder Proposals and date of the General Meeting Shareholder Proposalsapplicable Conversion Notice or Exercise Notice, includingas applicable, but not limited to, selecting and retaining a proxy solicitor. If at any time prior to any delivered by such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement Purchaser to the proxy statement, the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. Each of the Trust and the Company agrees promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall as promptly as practicable prepare and mail to its shareholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with the Trust prior to filing any proxy statement, or any amendment or supplement thereto, and provide the Trust with a reasonable opportunity to comment thereonIssuer. (d) None of the information supplied by the Company or any of the subsidiaries of the Company for inclusion in any proxy statement in connection with any shareholders’ meeting of the Company will, at the date when first mailed to the Company’s shareholders and at the time of any shareholders’ meeting, and at the time of any amendment or supplement thereof after mailing, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.