Common use of Stockholder Approval and Information Statement Clause in Contracts

Stockholder Approval and Information Statement. The Company shall hold a special meeting of stockholders at the earliest practicable date after the date hereof, but in no event later than ninety (90) days after the Closing Date for the purpose of obtaining Stockholder Approval (as defined below), if required to effect the purpose thereof, with the recommendation of the board of directors of the Company that such proposal be approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Stockholder Approval, and request that its officers and directors, cast their proxies in favor of such proposal. If the Company does not obtain Stockholder Approval at the first meeting, the Company shall call a meeting every three (3) months thereafter to seek Stockholder Approval until the earlier of the date Stockholder Approval is obtained or the Firm Warrants are no longer outstanding. Notwithstanding the foregoing, the Company may, in lieu of holding a special meeting of stockholders as aforesaid, obtain the written consent of the stockholders of the Company owning a majority of the voting power of the outstanding shares of stock covering the Stockholder Approval so long as prior to forty-five (45) days after the Closing Date, such written consents are obtained and in accordance with Rule 14c-2 of Securities Exchange Act of 1934, as amended, at least twenty (20) days shall have transpired from the date on which a written information statement containing the information specified in Schedule 14C detailing such Stockholder Approval shall have been filed with the SEC and delivered to stockholders of the Company. “Stockholder Approval” means such approval as may be required by the applicable rules and regulations of Exchange from the stockholders of the Company to consent to any issuance of the shares underlying the Firm Warrants. Without limiting the foregoing, the Company shall enforce the obligations of each of the stockholders of the Company party to a voting agreement, including through the exercise of proxies provided thereunder, to the extent necessary or appropriate to cause each such stockholder to (i) appear at the Company’s stockholders meeting or otherwise cause the shares of the Company outstanding and beneficially owned by such stockholder to be counted as present thereat for purposes of calculating a quorum, and (ii) vote, or cause to be voted, all of the shares of Common Stock outstanding and beneficially owned by such stockholder in favor of the Stockholder Approval at the Company’s stockholders meeting.

Stockholder Approval and Information Statement. The Company shall hold a special meeting of stockholders at the earliest practicable date after the date hereof, but in no event later than ninety (90) days after the Closing Date for the purpose of obtaining Stockholder Approval (as defined below), if required to effect the purpose thereof, with the recommendation of the board of directors of the Company that such proposal be approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Stockholder Approval, and request that its officers and directors, cast their proxies in favor of such proposal. If the Company does not obtain Stockholder Approval at the first meeting, the Company shall call a meeting every three (3) months thereafter to seek Stockholder Approval until the earlier of the date Stockholder Approval is obtained or the Firm Warrants are no longer outstanding. Notwithstanding the foregoing, the Company may, in lieu of holding a special meeting of stockholders as aforesaid, obtain the written consent of the stockholders of the Company owning a majority of the voting power of the outstanding shares of stock its stockholders covering the Stockholder Approval so long as prior to forty-five (45) days after the Closing Date, such written consents are obtained and in accordance with Rule 14c-2 of Securities Exchange Act of 1934, as amended, at least twenty (20) days shall have transpired from the date on which a written information statement containing the information specified in Schedule 14C detailing such Stockholder Approval shall have been filed with the SEC and delivered to stockholders of the Company. “Stockholder Approval” means such approval as may be required by the applicable rules and regulations of Exchange Principal Market from the stockholders of the Company to consent to any issuance of the shares underlying the Firm WarrantsSecurities. Without limiting the foregoing, the Company shall enforce the obligations of each of the stockholders of the Company party to a voting agreementVoting Agreement, including through the exercise of proxies provided thereunder, to the extent necessary or appropriate to cause each such stockholder to (i) appear at the Company’s stockholders meeting or otherwise cause the shares of the Company outstanding and beneficially owned by such stockholder to be counted as present thereat for purposes of calculating a quorum, and (ii) vote, or cause to be voted, all of the shares of Common Stock Shares outstanding and beneficially owned by such stockholder in favor of the Stockholder Approval at the Company’s stockholders meeting.

Stockholder Approval and Information Statement. The Company shall hold a special meeting (a) immediately following the execution of stockholders at the earliest practicable date after the date hereof, but in no event later than ninety (90) days after the Closing Date for the purpose this Agreement upon consideration of obtaining Stockholder Approval (as defined below), if required to effect the purpose thereof, with the recommendation of the board Board of directors Directors of the Company that such proposal be approvedCompany, obtain from only WTH Holdings, L.L.C. its approval of the execution, delivery and performance of this Agreement and the Company shall solicit proxies from its stockholders agreements contemplated in connection therewith in herewith and the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Stockholder Approval, and request that its officers and directors, cast their proxies in favor of such proposal. If the Company does not obtain Stockholder Approval at the first meeting, the Company shall call a meeting every three (3) months thereafter to seek Stockholder Approval until the earlier consummation of the date Stockholder Approval is obtained or Merger and the Firm Warrants are no longer outstanding. Notwithstanding the foregoingother transactions contemplated hereby and thereby, the Company may, in lieu of holding a special meeting of stockholders as aforesaid, obtain the pursuant to written consent of the stockholders of the Company owning a majority of the voting power of the outstanding shares of stock covering the Stockholder Approval so long as prior to forty-five (45) days after the Closing Date, such written consents are obtained and in accordance with Rule 14c-2 the requirements of Securities Exchange Act of 1934, as amended, at least twenty (20Section 228(e) days shall have transpired from the date on which a written information statement containing the information specified in Schedule 14C detailing such Stockholder Approval shall have been filed with the SEC and delivered to stockholders of the Company. “Stockholder Approval” means such approval as may be required by DGCL, the applicable rules Certificate of Incorporation, the by-laws and regulations of Exchange from the stockholders other governing documents of the Company to consent to any issuance (the "Stockholder Approval") and (b) promptly, but no later than two (2) Business Days following the receipt thereof, provide the Purchaser a certificate of the shares underlying secretary of the Firm WarrantsCompany certifying the approval described in this Section 7.06 and attaching the Stockholder Approval Certificate. Without limiting the foregoingUpon obtaining such irrevocable written consent from WTH Holdings, L.L.C., the Company shall, within two (2) Business Days, notify Hollywood Theater Holdings II, Inc., who as of such date shall enforce be the obligations of each only other Stockholder entitled to receive notice thereof under Sections 228(e) and 262 of the stockholders of the Company party to a voting agreement, including through the exercise of proxies provided thereunder, to the extent necessary or appropriate to cause each such stockholder to DGCL that (i) appear at the Company’s stockholders meeting or otherwise cause execution, delivery and performance of this Agreement and the shares agreements contemplated in connection herewith and the consummation of the Company outstanding Merger and beneficially owned by such stockholder to be counted as present thereat for purposes of calculating a quorumthe other transactions contemplated hereby have been approved, and (ii) vote, or cause to be voted, all of the that appraisal rights are available for its shares of Common Stock outstanding (the "Appraisal Notice"). The Company shall cause the Appraisal Notice and beneficially owned by such stockholder the delivery thereof to the Stockholders to comply in favor all respects with Sections 228(e) and 262 of the Stockholder Approval at DGCL. Immediately following the Company’s stockholders meetingtwentieth (20th) day after the date of mailing of the Appraisal Notice to the Stockholders as required by the provisions of Section 262 of the DGCL, the Company shall notify the Purchaser in writing of the identity of any holders of Dissenting Shares and the number of shares for which each holder of Dissenting Shares intends to seek appraisal (the "Appraisal Report").

Stockholder Approval and Information Statement. The Company shall hold a special meeting of stockholders at the earliest practicable date after the date hereof, but in no event later than ninety (90) days after the Closing Date for the purpose of obtaining Stockholder Approval (as defined below), if required to effect the purpose thereof, with the recommendation of the board of directors of the Company that such proposal be approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Stockholder Approval, and request that its officers and directors, cast their proxies in favor of such proposal. If the Company does not obtain Stockholder Approval at the first meeting, the Company shall call a meeting every three (3) months thereafter to seek Stockholder Approval until the earlier of the date Stockholder Approval is obtained or the Firm Warrants are no longer outstanding. Notwithstanding the foregoing, the Company may, in lieu of holding a special meeting of stockholders as aforesaid, obtain the written consent of the stockholders of the Company owning a majority of the voting power of the outstanding shares of stock its stockholders covering the Stockholder Approval so long as prior to forty-five (45) days after the Closing Date, such written consents are obtained and in accordance with Rule 14c-2 of Securities Exchange Act of 1934, as amended, at least twenty (20) days shall have transpired from the date on which a written information statement containing the information specified in Schedule 14C detailing such Stockholder Approval shall have been filed with the SEC and delivered to stockholders of the Company. “Stockholder Approval” means such approval as may be required by the applicable rules and regulations of Exchange Principal Market from the stockholders of the Company to consent to (i) any issuance of the shares underlying Securities and (ii) a proposal to effectuate a reverse stock split whereby the Firm Warrantsauthorized share capital is not split and in a range sufficient to satisfy the requirement in Section 4(s) (such corporate action, the “Reverse Split”). Without limiting the foregoing, the Company shall enforce the obligations of each of the stockholders of the Company party to a voting agreementVoting Agreement, including through the exercise of proxies provided thereunder, to the extent necessary or appropriate to cause each such stockholder to (i) appear at the Company’s stockholders meeting or otherwise cause the shares of the Company outstanding and beneficially owned by such stockholder to be counted as present thereat for purposes of calculating a quorum, and (ii) vote, or cause to be voted, all of the shares of Common Stock Shares outstanding and beneficially owned by such stockholder in favor of the Stockholder Approval at the Company’s stockholders meeting.