Common use of Shareholders Meeting; Proxy Statement Clause in Contracts

Shareholders Meeting; Proxy Statement. (a) In accordance with any applicable Law, the Company's Sixth Amended and Restated Certificate of Incorporation ("Restated Certificate") and Second Amended and Restated Bylaws ("Restated Bylaws"), the Company shall call and hold a meeting of its shareholders as promptly as reasonably practicable after the date hereof for the purpose of voting upon the approval and adoption of this Agreement and the transactions contemplated hereby (the "Company Shareholders' Meeting"), and the Company shall use its reasonable best efforts to hold such shareholder meeting as promptly as reasonably practicable after the date on which the Proxy Statement is cleared by the SEC. The Board of Directors shall submit this Agreement to the stockholders of the Company for approval and adoption whether or not the Board of Directors at any time changes or modifies its recommendation in favor of the Merger and this Agreement in compliance with this Agreement. The Company shall use its reasonable best efforts to solicit from the stockholders of the Company proxies in favor of the Merger and shall take all other reasonable action necessary or advisable to secure the vote or consent of the stockholders of the Company required by the DGCL and the Restated Certificate and Restated Bylaws to approve and adopt this Agreement and the Merger. Without limiting the generality of the foregoing, the Company agrees that its obligation to duly call, give notice of, convene and hold the Company Shareholders' Meeting, as required by this Section 6.02(a), shall not be affected by the withdrawal, amendment or modification of the recommendation of the Board of Directors in favor of the Merger and this Agreement. Except as permitted by and in accordance with the provisions of Section 5.02, neither the Board of Directors nor the Special Committee may withdraw or modify in a manner adverse to Parent or Merger Sub its approval or recommendation of this Agreement or the Merger or state publicly its intent to do so, or approve or recommend any Acquisition Proposal to the shareholders of the Company or state publicly its intent to do so, or resolve to take any of the foregoing actions.

Shareholders Meeting; Proxy Statement. (a) In EPI shall take all action necessary in accordance with any applicable Law, the Company's Sixth Amended Applicable Law and Restated Certificate in accordance with its certificate or articles of Incorporation ("Restated Certificate") incorporation and Second Amended and Restated Bylaws ("Restated Bylaws"), the Company shall call and hold bylaws to convene a meeting of its shareholders respective stockholders as promptly as reasonably practicable after the date hereof for preparation of the purpose of voting Proxy Statement (defined below), to consider and vote upon the approval and adoption of this Agreement and the transactions contemplated hereby hereby. Specifically, EPI shall seek the approval of its shareholders for the following transactions (collectively, the "Requested Approvals"): (i) the Proposed Stock Split and adjustments to authorize capital, upon the terms set forth in Section 5.7 hereof, (ii) the sale of the capital stock of Gulf Coast Cooling Tower Service, Inc., a wholly owned subsidiary of EPI ("GCCTS") to Xxxxx in exchange for all of his shares of EPI Preferred, (iii) the sale of the capital stock of Fire Zap, Inc. ("FZI") to H. Xxxxx Xxxxxxxx in exchange for all of his shares of EPI Preferred, (iv) the proposed amendment to its Certificate of Incorporation to change its name from "Environmental Plus, Incorporated" to "TTI Industries, Incorporated", and (v) the proposed issuance of the Warrant. (b) EPI shall prepare and file with the Securities and Exchange Commission ("SEC") as soon as practicable a proxy statement (the "Company Shareholders' MeetingProxy Statement")) with regard to the Requested Approvals and any other matters desired to be submitted for the approval of the shareholders of EPI, and the Company Parties shall use its reasonable best efforts to hold take such shareholder meeting other actions as promptly as EPI may reasonably practicable after request in connection with the date on which the preparation of such Proxy Statement is cleared by the SEC. The Board of Directors shall submit this Agreement to the stockholders none of the Company for approval information included by any Party shall contain any material misstatement of fact or omit to state and adoption whether material fact or any facts necessary to make these statements contained therein not the Board of Directors at any time changes or modifies its recommendation in favor of the Merger and this Agreement in compliance with this Agreementmisleading. The Company shall use its reasonable best efforts to solicit from the stockholders of the Company proxies in favor of the Merger and shall take all other reasonable action necessary or advisable to secure the vote or consent of the stockholders of the Company required by the DGCL and the Restated Certificate and Restated Bylaws to approve and adopt this Agreement and the Merger. Without limiting the generality of the foregoing, the Company agrees that its obligation to duly call, give notice of, convene and hold the Company Shareholders' Meeting, as required by this Section 6.02(a), shall not be affected by the withdrawal, amendment or modification of the recommendation of the Board of Directors in favor of the Merger and this Agreement. Except as permitted by and in accordance with the provisions of Section 5.02, neither the Board of Directors nor the Special Committee may withdraw or modify in a manner adverse to Parent or Merger Sub its approval or recommendation of this Agreement or the Merger or state publicly its intent to do so, or approve or recommend any Acquisition Proposal to the shareholders of the Company or state publicly its intent to do so, or resolve to take any of the foregoing actions5.2.

Shareholders Meeting; Proxy Statement. (a) In accordance with any applicable LawAs soon as practicable following the date of this Agreement, the Company's Sixth Amended Parent and Restated Certificate of Incorporation ("Restated Certificate") and Second Amended and Restated Bylaws ("Restated Bylaws"), the Company shall call and hold a meeting of its shareholders as promptly as reasonably practicable after jointly prepare the date hereof for the purpose of voting upon the approval and adoption of this Agreement and the transactions contemplated hereby (the "Company Shareholders' Meeting")Proxy Statement, and the Company shall file the Proxy Statement with the SEC as promptly as practicable (and in any event by July 18, 2011), and shall use its reasonable best efforts to hold such shareholder meeting respond to the comments of the SEC as promptly as reasonably practicable after the date on which the Proxy Statement is cleared by the SEC. The Board of Directors shall submit this Agreement to the stockholders of the Company for approval and adoption whether or not the Board of Directors at any time changes or modifies its recommendation in favor of the Merger and this Agreement in compliance with this Agreementpracticable. The Company shall use furnish all information concerning it and the holders of its reasonable best efforts capital stock as Parent may reasonably request in connection with such actions, and Parent shall furnish all information concerning it and Merger Sub as the Company may reasonably request in connection with such actions. Each party to solicit from this Agreement will notify the stockholders other parties and the Company Board of Directors promptly of the Company proxies in favor receipt of the Merger and shall take all other reasonable action necessary or advisable to secure the vote or consent comments of the stockholders SEC, if any, and of the Company required any request by the DGCL SEC for amendments or supplements to the Proxy Statement or for additional information with respect thereto, and will supply the other parties with copies of all correspondence between such party or its Representatives, on the one hand, and the Restated Certificate and Restated Bylaws SEC or members of its staff, on the other hand, with respect to approve and adopt this Agreement and the Proxy Statement or the Merger. Without limiting If (i) at any time prior to the generality Shareholders’ Meeting, any event should occur relating to the Company or any of the foregoingSubsidiaries that should be set forth in an amendment of, or a supplement to, the Proxy Statement, the Company agrees that its obligation shall promptly inform Parent and (ii) if at any time prior to duly call, give notice of, convene and hold the Company Shareholders' ’ Meeting, as required by this Section 6.02(a), shall not be affected by the withdrawal, amendment or modification of the recommendation of the Board of Directors in favor of the Merger and this Agreement. Except as permitted by and in accordance with the provisions of Section 5.02, neither the Board of Directors nor the Special Committee may withdraw or modify in a manner adverse any event should occur relating to Parent or Merger Sub its approval or recommendation any of their respective associates or Affiliates, or relating to the plans of any such persons for the Company after the Effective Time that should be set forth in an amendment of, or a supplement to, the Proxy Statement, Parent will promptly inform the Company, and in the case of (i) or (ii) the Company and Parent, will, upon learning of such event, promptly prepare, and the Company shall file with the SEC and, if required, mail such amendment or supplement to the Company Shareholders; provided, prior to such filing, the Company and Parent shall consult with each other with respect to such amendment or supplement and shall incorporate the other’s comments, except with respect to any comment that would create a misstatement of fact or an omission of a material fact. Each of Parent and Merger Sub shall vote, or cause to be voted, in favor of the adoption of this Agreement all Shares directly or indirectly beneficially owned by it, and to otherwise take all reasonable best efforts to cause the Merger or state publicly its intent to do so, or approve or recommend any Acquisition Proposal to the shareholders of the Company or state publicly its intent to do so, or resolve to take any of the foregoing actionsoccur.

Shareholders Meeting; Proxy Statement. (a) In accordance with any applicable Law, the Company's Sixth Amended and Restated Certificate Articles of Incorporation ("Restated CertificateArticles") and Second Amended and Restated Bylaws ("Restated Bylaws"), the Company shall call and hold a meeting of its shareholders as promptly as reasonably practicable after the date hereof for the purpose of voting upon the approval of the Merger and adoption of this Agreement and the transactions contemplated hereby (the "Company Shareholders' Meeting")Agreement, and the Company shall use its reasonable best efforts to hold such shareholder meeting as promptly as reasonably practicable after the date on which the Proxy Statement (as defined below) is cleared by the SEC. The Board As promptly as practicable after the date of Directors this Agreement, the Company, Parent and Merger Sub shall submit this Agreement cooperate and prepare and file with the SEC, and shall use all commercially reasonable efforts to have cleared by the stockholders SEC, and promptly thereafter shall mail to shareholders, a proxy statement meeting the requirements of Schedule 14A and Rule 13e-3 under the Exchange Act (including any preliminary versions thereof, any amendments thereto and any schedules required to be filed in connection therewith) (the "Proxy Statement") in connection with the meeting of the Company for approval and adoption whether or not the Board of Directors at any time changes or modifies its recommendation in favor of Company's shareholders to consider the Merger and this Agreement in compliance with this Agreement. The Company shall use its reasonable best efforts to solicit from (the stockholders of the Company proxies in favor of the Merger and shall take all other reasonable action necessary or advisable to secure the vote or consent of the stockholders of the Company required by the DGCL and the Restated Certificate and Restated Bylaws to approve and adopt this Agreement and the Merger. Without limiting the generality of the foregoing, the Company agrees that its obligation to duly call, give notice of, convene and hold the "Company Shareholders' Meeting"). The Company, as required by this Section 6.02(a), shall not be affected by Parent and Merger Sub each will promptly and timely provide all information relating to its respective businesses or operations necessary for inclusion in the withdrawal, amendment or modification Proxy Statement to satisfy all requirements of the recommendation of the Board of Directors in favor of the Merger applicable state and this AgreementFederal securities Laws. Except as permitted by The Company and in accordance Parent (with the provisions of Section 5.02, neither the Board of Directors nor the Special Committee may withdraw or modify in a manner adverse respect to Parent and Merger Sub) each shall be solely responsible for any statement, information or omission in the Proxy Statement relating to it (and Merger Sub with respect to Parent) or its Affiliates based upon written information furnished by it (or Merger Sub its approval or recommendation of this Agreement or with respect to Parent) for inclusion in the Merger or state publicly its intent to do so, or approve or recommend any Acquisition Proposal to the shareholders of the Company or state publicly its intent to do so, or resolve to take any of the foregoing actionsProxy Statement.

Shareholders Meeting; Proxy Statement. (a) In Prime, acting through the Prime Board, shall take all actions in accordance with any applicable Law, the Company's Sixth Amended and Restated its Certificate of Incorporation ("Restated Certificate") and Second Amended By-laws necessary to promptly and Restated Bylaws ("Restated Bylaws")duly call, the Company shall call give proper notice of, convene and hold a meeting of its shareholders as promptly as reasonably practicable after the date hereof Prime Meeting for the purpose of considering and voting upon the approval and adoption Prime Voting Proposal. As soon as practicable after execution of this Agreement and the transactions contemplated hereby (the "Company Shareholders' Meeting")Agreement, and the Company Prime shall use its reasonable best efforts to hold such shareholder meeting as promptly as reasonably practicable after the date on which the Proxy Statement is cleared by the SEC. The Board of Directors shall submit this Agreement to the stockholders of the Company for approval and adoption whether or not the Board of Directors at any time changes or modifies its recommendation in favor of the Merger and this Agreement in compliance with this Agreement. The Company shall use its reasonable best efforts prepare a proxy statement to solicit from the stockholders of the Company Stockholders proxies in favor of the Merger Prime Voting Proposal (the “Proxy Statement”). Subject to Section 6.1, the Prime Board shall recommend approval of the Prime Voting Proposal by the Stockholders and include such recommendation in the materials delivered to the Stockholders , and shall use reasonable best efforts to (i) solicit from the Stockholders proxies in favor of the Prime Voting Proposal and (ii) take all other reasonable action actions necessary or advisable to secure the vote or consent of the stockholders Stockholders required by applicable Law to obtain such approval. Prime shall not submit any other proposals for approval at the Prime Meeting other than a Superior Proposal without the prior written consent of the Company required Companies. Prime shall keep the Companies updated with respect to proxy solicitation results as requested by the DGCL Companies. Notwithstanding anything to the contrary contained in this Agreement, Prime may not adjourn or postpone the Prime Meeting once the Prime Meeting has been called and noticed without the Restated Certificate prior written consent of the Companies other than to the extent necessary to ensure that any required supplement or amendment to the materials delivered to the Stockholders (including the Proxy Statement) is provided to the Stockholders or, if as of the time for which the Prime Meeting is originally scheduled (x) there are insufficient shares of Prime Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Prime Meeting or (y) there are insufficient votes in favor of the Prime Voting Proposal and Restated Bylaws Prime believes in good faith that it can procure sufficient votes in favor of the Prime Voting Proposal by adjourning the meeting to approve a date not more than thirty (30) calendar days from the scheduled date of the Prime Meeting; provided, however, that Prime shall provide prompt written notice to Patriot and adopt Bank of any such adjournment or postponement. If the Prime Board recommends a Super Proposal, it will not alter the obligation of Prime to submit the adoption of this Agreement and the Merger. Without limiting the generality of the foregoing, the Company agrees that its obligation to duly call, give notice of, convene and hold the Company Shareholders' Meeting, as required by this Section 6.02(a), shall not be affected by the withdrawal, amendment or modification of the recommendation of the Board of Directors in favor approval of the Merger to the Stockholders at the Prime Meeting to consider and vote upon, unless this Agreement. Except as permitted by and Agreement shall have been terminated in accordance with the provisions of Section 5.02, neither the Board of Directors nor the Special Committee may withdraw or modify in a manner adverse to Parent or Merger Sub its approval or recommendation of this Agreement or the Merger or state publicly its intent to do so, or approve or recommend any Acquisition Proposal terms prior to the shareholders of the Company or state publicly its intent to do so, or resolve to take any of the foregoing actionsPrime Meeting.

Shareholders Meeting; Proxy Statement. (a) In accordance with any applicable Law, the Company's Sixth Amended Restated Articles and Restated Certificate of Incorporation ("Restated Certificate") and Second Amended and Restated Bylaws of the Company ("the “Restated Bylaws"”), the Company shall call and hold a meeting of its shareholders (the “Company Shareholders’ Meeting”) as promptly as reasonably practicable after the date hereof for the purpose of voting upon the approval and adoption of this Agreement and the transactions contemplated hereby (the "Company Shareholders' Meeting")Merger, and the Company shall use its reasonable best efforts to hold such shareholder meeting Company Shareholders’ Meeting as promptly as reasonably practicable after the date on which the Proxy Statement (as defined below) is cleared by the SEC. The Subject to Section 5.2, the Company shall, through the Company Board of Directors shall submit this Agreement to Directors, recommend that the stockholders of the Company for approval and adoption whether or not the Board of Directors at any time changes or modifies its recommendation Company’s shareholders vote in favor of the Merger and adoption of this Agreement and shall include such recommendation in compliance with this Agreementthe Proxy Statement. The Subject to Section 5.2, the Company shall use its reasonable best efforts to solicit from the stockholders of the Company Company’s shareholders proxies in favor of the Merger and shall take all other reasonable action necessary or advisable to secure the vote or consent adoption of the stockholders of the Company required by the DGCL and the Restated Certificate and Restated Bylaws to approve and adopt this Agreement and shall keep Parent updated with respect to proxy solicitation results as reasonably requested by Parent. Notwithstanding anything to the Mergercontrary contained in this Agreement, the Company may adjourn or postpone the Company Shareholders’ Meeting to the extent necessary to ensure that any supplement or amendment to the Proxy Statement that is required by Applicable Law is provided to the Company’s shareholders in advance of a vote on the adoption of this Agreement, or if as of the time for which the Company Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Company Shareholders’ Meeting; provided that any Company Shareholders’ Meeting so adjourned or postponed shall be held as promptly as permitted by the Company Charter Documents and Applicable Law. Without limiting As promptly as practicable after the generality date of this Agreement, the Company, Parent and Merger Sub shall cooperate and prepare and file with the SEC, and shall use all commercially reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to shareholders, a proxy statement (the “Proxy Statement”) in connection with the Company Shareholders’ Meeting. The Company, Parent and Merger Sub each will promptly and timely provide all information relating to its respective businesses or operations necessary for inclusion in the Proxy Statement to satisfy all requirements of applicable state and federal securities laws. The Company and Parent (with respect to Parent and Merger Sub) each shall be solely responsible for any statement, information or omission in the Proxy Statement relating to it (and Merger Sub with respect to Parent) or its Affiliates based upon written information furnished by it (or Merger Sub with respect to Parent) for inclusion in the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and the Company Representatives, on the one hand, and the SEC and the staff of the SEC, on the other hand, relating to the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement or any amendments or supplements thereto or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company agrees that its obligation (i) shall provide Parent an opportunity to duly call, give notice of, convene review and hold the Company Shareholders' Meeting, as comment on such document or response and (ii) shall include in such document or response all comments reasonably proposed by Parent. Whenever any event occurs or information is discovered which is required by this Section 6.02(a), shall not to be affected by the withdrawal, set forth in an amendment or modification of the recommendation of the Board of Directors in favor of the Merger and this Agreement. Except as permitted by and in accordance with the provisions of Section 5.02, neither the Board of Directors nor the Special Committee may withdraw or modify in a manner adverse to Parent or Merger Sub its approval or recommendation of this Agreement or the Merger or state publicly its intent to do so, or approve or recommend any Acquisition Proposal supplement to the shareholders of Proxy Statement, the Company or state publicly its intent Parent, as the case may be, will promptly inform the other of such occurrence or discovery, and, with the cooperation of Parent, the Company shall file with the SEC and, to do sothe extent required by Applicable Law, mail to the Company’s shareholders such amendment or resolve to take any of the foregoing actionssupplement.