Common use of Special Stockholders' Meeting Clause in Contracts

Special Stockholders' Meeting. (a) To the extent stockholder approval of any of the transactions contemplated by this Agreement including, without limitation, the approval of the matters contemplated by Section 11 hereof and the filing of the amended Series A Certificate of Designation contemplated by Section 6.1(e), is required by applicable law or otherwise appropriate to be obtained, as soon as practicable after the date hereof, the Company shall prepare and file with the SEC one or more proxy or information statements in connection with the transactions contemplated by this Agreement and the other Transaction Documents (each such proxy statement or information, together with any amendments or supplements thereto, in each case in the form mailed to the Company stockholders, being a “Proxy Statement”). Each Proxy Statement shall not, at the date such Proxy Statement is first mailed to the Company’s stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that the Company will file with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder. The Company shall promptly after the date hereof take all action necessary in accordance with the General Corporation Law of Delaware and the Certificate of Incorporation and By-laws to convene a stockholders meeting to vote on the issuance of the Securities to the Purchaser as promptly as practicable after the date hereof. The Company shall use its best efforts to solicit from stockholders of the Company proxies in favor of the aggregate transactions to be voted on at the stockholders meeting. The Company shall provide to the Purchaser drafts of any materials to be filed with the SEC or mailed to the Company’s stockholders and, prior to submitting or filing such materials with the SEC, shall accept reasonable comments from the Purchaser and its Representatives.

Special Stockholders' Meeting. (a) To the extent stockholder approval of any of the transactions contemplated by this Agreement including, without limitation, the approval of the matters contemplated by Section 11 hereof and the filing of the amended Series A Certificate of Designation contemplated by Section 6.1(e), is required by applicable law or otherwise appropriate to be obtained, as soon as practicable Promptly after the date hereofof this Agreement, the Company shall prepare and file with the SEC one or more proxy or information statements in connection with the transactions contemplated by this Agreement and the other Transaction Documents (each such proxy statement or information, together with any amendments or supplements thereto, in each case in the form mailed to the Company stockholders, being a “Proxy Statement”). Each Proxy Statement shall not, at the date such Proxy Statement is first mailed to the Company’s stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that the Company Seller will file with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder. The Company shall promptly after the date hereof take all action necessary in accordance with Law, Seller's certificate of incorporation and bylaws, each as amended to date, and all contracts binding on Seller to give notice of a special meeting of its stockholders (the "Special Meeting"), as soon as reasonably practicable and in any event (to the extent permissible under Law) within 45 days after the clearance by the SEC of the preliminary Proxy Statement in order that the Seller Stockholders may consider and vote upon the adoption of a resolution approving the transactions contemplated by this Agreement in accordance with the Delaware General Corporation Law of Delaware and Law. Seller will mail the Certificate of Incorporation and By-laws Proxy Statement to convene a its stockholders meeting to vote on the issuance of the Securities as soon as reasonably practicable. Subject to the Purchaser as promptly as practicable after the date hereof. The Company shall fiduciary duty of Seller's directors and Law, Seller will use its reasonable best efforts to solicit from its stockholders of the Company proxies in favor of the aggregate adoption and approval of this Agreement and the approval of the transactions contemplated hereby, and will take all other action necessary to be voted secure the approval of its stockholders (by vote or consent) required by the rules of the Nasdaq Stock Market and Law, Seller's certificate of incorporation and bylaws, each as amended to date, and all Contracts binding on at the stockholders meetingSeller. The Company Proxy Statement will contain the affirmative recommendation of the board of directors of Seller in favor of the adoption of a resolution approving the transactions contemplated by this Agreement; provided, however, that no director or officer of Seller shall provide be required to violate any fiduciary duty or other requirement imposed by law in connection therewith. Seller will convene the Purchaser drafts Special Meeting as set forth in the Proxy Statement as soon as practicable in accordance with Seller's bylaws and the rules of any materials to be filed with the SEC or mailed to the Company’s stockholders and, prior to submitting or filing such materials with the SEC, shall accept reasonable comments from the Purchaser Nasdaq Stock Market and its RepresentativesLaw.

Special Stockholders' Meeting. (a) To the extent stockholder approval of any of the transactions contemplated by this Agreement including, without limitation, the approval of the matters contemplated by Section 11 hereof and the filing of the amended Series A Certificate of Designation contemplated by Section 6.1(e), is required by any applicable law or otherwise appropriate to be obtainedrequirements of The Nasdaq Small Cap Market or any stock exchange, as soon as practicable after the date hereof, the Company EUI shall prepare and file with the SEC one or more proxy or information statements in connection with the transactions contemplated by this Agreement and the other Transaction Documents (each such proxy statement or informationstatement, together with any amendments or supplements thereto, in each case in the form mailed to the Company EUI's stockholders, being a “"Proxy Statement”"). Each Proxy Statement shall not, at the date such Proxy Statement is first mailed to the Company’s EUI's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that the Company EUI will file with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder. The Company EUI shall promptly after the date hereof take all action necessary in accordance with the General Corporation Law of Delaware Nevada and the Certificate Articles of Incorporation and By-laws to convene a stockholders meeting to vote on the issuance of the Securities to the Purchaser transaction contemplated hereby as promptly as practicable after the date hereof. The Company EUI shall use its best efforts to solicit from stockholders of EUI proxies in favor of the Company proxies transactions to be voted on at the stockholders meeting. EUI shall use its best efforts to ensure that the Proxy Statement includes the unconditional recommendation of the Board, subject to its fiduciary duties, in favor of the aggregate transactions to be voted on at each of the stockholders meetingmeetings. The Company EUI shall provide to the Purchaser Seller drafts of any materials to be filed with the SEC or mailed to the Company’s EUI's stockholders and, prior to submitting or filing such materials with the SEC, shall accept reasonable comments from the Purchaser Seller and its Representatives.representatives. -------------------------------------- Signatures appear on the following page. 41