Common use of Transaction Stockholder Approval Clause in Contracts

Transaction Stockholder Approval. The Company shall prepare and file with the SEC, as promptly as practicable after the Closing Date, but in no event later than the date ten (10) calendar days after the Closing Date, an information statement (the "TRANSACTION INFORMATION Statement"), in a form reasonably acceptable to the Buyers and Schulte Roth & Xxxxl XXX, ax xxx expense of the Company, not to exceed $5,000, informing the stockholders of the Company of the receipt of the consents of the holders of a majority of the outstanding voting securities of the Company in the form attached hereto as EXHIBIT G (the "TRANSACTION STOCKHOLDER CONSENT") approving the transaction resolutions (the "TRANSACTION RESOLUTIONS") that approve the transactions contemplated hereby, pursuant to this Agreement and pursuant to the Other Securities Purchase Agreement, including, without limitation, the issuance and terms of the Aggregate Notes (including the conversion of the Notes into Common Stock) and the approval of such transactions pursuant to applicable law and the rules and regulations of the Principal Market. In addition to the foregoing, if otherwise required by applicable law, rule or regulation, the Company shall prepare and file with the SEC a preliminary proxy statement with respect to a special or annual meeting of the stockholders of the Company (the "TRANSACTION STOCKHOLDER MEETING"), which shall be called as promptly as practicable after the date hereof, but in no event later than April 30, 2007 (the "TRANSACTION STOCKHOLDER MEETING DEADLINE") soliciting each such stockholder's affirmative vote for approval of, to the extent not previously adopted, the Transaction Resolutions (such affirmative approval being referred to herein as the "TRANSACTION STOCKHOLDER APPROVAL" and the date such approval is obtained, the "TRANSACTION STOCKHOLDER APPROVAL DATE"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Transaction Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Transaction Resolutions. The Company shall be obligated to seek to obtain the Transaction Stockholder Approval by the Transaction Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Transaction Stockholder Approval is not obtained on or prior to the Transaction Stockholder Meeting Deadline, the Company shall cause an additional Transaction Stockholder Meeting to be held every six (6) month period thereafter until the second anniversary of the Closing Date, whereafter such Transaction Stockholder Meeting shall only be required to occur at the annual meeting of the Company held that year and each year thereafter until Transaction Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Transaction Resolutions at any such Transaction Stockholder Meeting and the Transaction Stockholder Approval is not obtained, the Company shall cause an additional Transaction Stockholder Meeting to be held each calendar quarter thereafter until such Transaction Stockholder Approval is obtained.

Transaction Stockholder Approval. The Company shall prepare and file with the SEC, as promptly as practicable after the Closing Date, but in no event later than the date ten (10) calendar days after the Closing Date, an information statement (the "TRANSACTION INFORMATION “Transaction Information Statement"”), in a form reasonably acceptable to the Buyers and Schulte Roth Xxxxxxx Xxxx & Xxxxl XXXXxxxx LLP, ax xxx at the expense of the Company, not to exceed $5,000, informing the stockholders of the Company of the receipt of the consents of the holders of a majority of the outstanding voting securities of the Company in the form attached hereto as EXHIBIT Exhibit G (the "TRANSACTION STOCKHOLDER CONSENT"“Transaction Stockholder Consent ”) approving the transaction resolutions (the "TRANSACTION RESOLUTIONS"“Transaction Resolutions”) that approve the transactions contemplated hereby, pursuant to this Agreement and pursuant to the Other Securities Purchase Agreement, including, without limitation, the issuance and terms of the Aggregate Notes (including the conversion of the Notes into Common Stock) and the approval of such transactions pursuant to applicable law and the rules and regulations of the Principal Market. In addition to the foregoing, if otherwise required by applicable law, rule or regulation, the Company shall prepare and file with the SEC a preliminary proxy statement with respect to a special or annual meeting of the stockholders of the Company (the "TRANSACTION STOCKHOLDER MEETING"“Transaction Stockholder Meeting”), which shall be called as promptly as practicable after the date hereof, but in no event later than April 30, 2007 (the "TRANSACTION STOCKHOLDER MEETING DEADLINE"“Transaction Stockholder Meeting Deadline”) soliciting each such stockholder's ’s affirmative vote for approval of, to the extent not previously adopted, the Transaction Resolutions (such affirmative approval being referred to herein as the "TRANSACTION STOCKHOLDER APPROVAL" “Transaction Stockholder Approval” and the date such approval is obtained, the "TRANSACTION STOCKHOLDER APPROVAL DATE"“Transaction Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders' ’ approval of such Transaction Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Transaction Resolutions. The Company shall be obligated to seek to obtain the Transaction Stockholder Approval by the Transaction Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, the Transaction Stockholder Approval is not obtained on or prior to the Transaction Stockholder Meeting Deadline, the Company shall cause an additional Transaction Stockholder Meeting to be held every six (6) month period thereafter until the second anniversary of the Closing Date, whereafter such Transaction Stockholder Meeting shall only be required to occur at the annual meeting of the Company held that year and each year thereafter until Transaction Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Transaction Resolutions at any such Transaction Stockholder Meeting and the Transaction Stockholder Approval is not obtained, the Company shall cause an additional Transaction Stockholder Meeting to be held each calendar quarter thereafter until such Transaction Stockholder Approval is obtained.

Transaction Stockholder Approval. The Company shall prepare and file with the SEC, as promptly as practicable after the Closing Date, but in no event later than the date ten (10) calendar days after the Closing DateJanuary 24, 2007, an information statement (the "TRANSACTION INFORMATION “Transaction Information Statement"”), substantially in a the form reasonably acceptable to which has been previously reviewed by the Buyers Investors and Schulte Roth Xxxxxxx Xxxx & Xxxxl XXXXxxxx LLP, ax xxx at the expense of the Company, not to exceed $5,000, informing the stockholders of the Company of the receipt of the consents of the holders of a majority of the outstanding voting securities of the Company in the form attached hereto as EXHIBIT G Exhibit K-1 (the "TRANSACTION STOCKHOLDER CONSENT"“Transaction Stockholder Consent” and the date such Transaction Stockholder Consent is effective pursuant to applicable law and regulation, the “Transaction Stockholder Consent Effective Date”) approving the transaction resolutions Transaction Resolutions (the "TRANSACTION RESOLUTIONS"“Transaction Resolutions”) that approve the transactions contemplated hereby, pursuant to this Agreement hereby and pursuant to the Other Securities Purchase Common Exchange Agreement, including, without limitation, the issuance and terms of the Aggregate Notes (including Amended Note, the conversion exchange of the Notes into Common StockShares (as defined in the Common Exchange Agreement) for the Preferred Shares (as defined in the Common Exchange Agreement) and the approval issuance and the terms of such transactions pursuant to the Preferred Shares, in accordance with the Company’s Certificate of Incorporation and other certificate of designations and applicable law and the rules and regulations of the Principal Market. In addition to the foregoing, if otherwise required by applicable law, rule or regulation, the Company shall prepare and file with the SEC a preliminary proxy statement with respect to a special or annual meeting of the stockholders of the Company (the "TRANSACTION STOCKHOLDER MEETING"“Transaction Stockholder Meeting”), which shall be called as promptly as practicable after the date hereof, but in no event later than April 30, 2007 (the "TRANSACTION STOCKHOLDER MEETING DEADLINE"“Transaction Stockholder Meeting Deadline”) soliciting each such stockholder's ’s affirmative vote for approval of, to the extent not previously adopted, the Transaction Resolutions (such affirmative approval being referred to herein as the "TRANSACTION STOCKHOLDER APPROVAL" “Transaction Stockholder Approval” and the date such approval is obtained, the "TRANSACTION STOCKHOLDER APPROVAL DATE"“Transaction Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders' ’ approval of such Transaction Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Transaction Resolutions. The Company shall be obligated to seek to obtain the Transaction Stockholder Approval by the Transaction Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, the Transaction Stockholder Approval is not obtained on or prior to the Transaction Stockholder Meeting Deadline, the Company shall cause an additional Transaction Stockholder Meeting to be held every six (6) month period thereafter until the second anniversary of the Closing Date, whereafter such Transaction Stockholder Meeting shall only be required to occur at the annual meeting of the Company held that year and each year thereafter until Transaction Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Transaction Resolutions at any such Transaction Stockholder Meeting and the Transaction Stockholder Approval is not obtained, the Company shall cause an additional Transaction Stockholder Meeting to be held each calendar quarter thereafter until such Transaction Stockholder Approval is obtained.

Transaction Stockholder Approval. The Company shall prepare and file with the SEC, as promptly as practicable after the Closing Date, but in no event later than the date ten (10) calendar days after the Closing Date, an information statement (the "TRANSACTION INFORMATION “Transaction Information Statement"”), in a form reasonably acceptable to the Buyers and Schulte Roth Xxxxxxx Xxxx & Xxxxl XXXXxxxx LLP, ax xxx at the expense of the Company, not to exceed $5,000, informing the stockholders of the Company of the receipt of the consents of the holders of a majority of the outstanding voting securities of the Company in the form attached hereto as EXHIBIT G Exhibit B (the "TRANSACTION STOCKHOLDER CONSENT"“Transaction Stockholder Consent”) (x) authorizing the amendment of the Certificate of Incorporation to increase the authorized number of shares of Common Stock of the Company from 1,000,000,000 shares of Common Stock to 3,000,000,000 shares of Common Stock and (y) approving the transaction resolutions (the "TRANSACTION RESOLUTIONS"“Transaction Resolutions”) that approve the transactions contemplated hereby, pursuant to this Agreement and pursuant to the Other Securities Purchase Agreement, including, without limitation, the issuance and terms Certificate of the Aggregate Notes Designations (including the conversion of the Notes Preferred Shares into Common Stock) ), and the approval of such transactions pursuant to applicable law and the rules and regulations of the Principal Market. In addition to the foregoing, if otherwise required by applicable law, rule or regulation, the Company shall prepare and file with the SEC a preliminary proxy statement with respect to a special or annual meeting of the stockholders of the Company (the "TRANSACTION STOCKHOLDER MEETING"“Transaction Stockholder Meeting”), which shall be called as promptly as practicable after the date hereof, but in no event later than April 30, 2007 2008 (the "TRANSACTION STOCKHOLDER MEETING DEADLINE"“Transaction Stockholder Meeting Deadline”) soliciting each such stockholder's ’s affirmative vote for approval of, to the extent not previously adopted, the Transaction Resolutions (such affirmative approval being referred to herein as the "TRANSACTION STOCKHOLDER APPROVAL" “Transaction Stockholder Approval” and the date such approval is obtained, the "TRANSACTION STOCKHOLDER APPROVAL DATE"“Transaction Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders' ’ approval of such Transaction Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Transaction Resolutions. The Company shall be obligated to seek to obtain the Transaction Stockholder Approval by the Transaction Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, the Transaction Stockholder Approval is not obtained on or prior to the Transaction Stockholder Meeting Deadline, the Company shall cause an additional Transaction Stockholder Meeting to be held every six (6) month period thereafter until the second anniversary of the Closing Date, whereafter such Transaction Stockholder Meeting shall only be required to occur at the annual meeting of the Company held that year and each year thereafter until Transaction Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Transaction Resolutions at any such Transaction Stockholder Meeting and the Transaction Stockholder Approval is not obtained, the Company shall cause an additional Transaction Stockholder Meeting to be held each calendar quarter thereafter until such Transaction Stockholder Approval is obtained.

Transaction Stockholder Approval. The Company shall prepare and file with the SEC, as promptly as practicable after the Closing Date, but in no event later than the date ten (10) calendar days after the Closing Date, an information statement (the "TRANSACTION INFORMATION “Transaction Information Statement"”), in a form reasonably acceptable to the Buyers and Schulte Roth Xxxxxxx Xxxx & Xxxxl XXXXxxxx LLP, ax xxx at the expense of the Company, not to exceed $5,000, informing the stockholders of the Company of the receipt of the consents of the holders of a majority of the outstanding voting securities of the Company in the form attached hereto as EXHIBIT G Exhibit F (the "TRANSACTION STOCKHOLDER CONSENT"“Transaction Stockholder Consent”) approving the transaction resolutions (the "TRANSACTION RESOLUTIONS"“Transaction Resolutions”) that approve the transactions contemplated hereby, pursuant to this Agreement and pursuant to the Other Securities Purchase Agreement, including, without limitation, the issuance and terms of the Aggregate Notes (including the conversion of the Notes into Common Stock) and the approval of such transactions pursuant to applicable law and the rules and regulations of the Principal Market. In addition to the foregoing, if otherwise required by applicable law, rule or regulation, the Company shall prepare and file with the SEC a preliminary proxy statement with respect to a special or annual meeting of the stockholders of the Company (the "TRANSACTION STOCKHOLDER MEETING"“Transaction Stockholder Meeting”), which shall be called as promptly as practicable after the date hereof, but in no event later than April 30, 2007 (the "TRANSACTION STOCKHOLDER MEETING DEADLINE"“Transaction Stockholder Meeting Deadline”) soliciting each such stockholder's ’s affirmative vote for approval of, to the extent not previously adopted, the Transaction Resolutions (such affirmative approval being referred to herein as the "TRANSACTION STOCKHOLDER APPROVAL" “Transaction Stockholder Approval” and the date such approval is obtained, the "TRANSACTION STOCKHOLDER APPROVAL DATE"“Transaction Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders' ’ approval of such Transaction Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Transaction Resolutions. The Company shall be obligated to seek to obtain the Transaction Stockholder Approval by the Transaction Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, the Transaction Stockholder Approval is not obtained on or prior to the Transaction Stockholder Meeting Deadline, the Company shall cause an additional Transaction Stockholder Meeting to be held every six (6) month period thereafter until the second anniversary of the Closing Date, whereafter such Transaction Stockholder Meeting shall only be required to occur at the annual meeting of the Company held that year and each year thereafter until Transaction Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Transaction Resolutions at any such Transaction Stockholder Meeting and the Transaction Stockholder Approval is not obtained, the Company shall cause an additional Transaction Stockholder Meeting to be held each calendar quarter thereafter until such Transaction Stockholder Approval is obtained.

Transaction Stockholder Approval. The Company shall prepare and file with the SEC, as promptly as practicable after the Closing Date, but in no event later than the date ten (10) calendar days after the Closing Date, an information statement (the "TRANSACTION INFORMATION Transaction Information Statement"), in a form reasonably acceptable to the Buyers and Schulte Roth Xxxxxxx Xxxx & Xxxxl XXXXxxxx LLP, ax xxx at the expense of the Company, not to exceed $5,000, informing the stockholders of the Company of the receipt of the consents of the holders of a majority of the outstanding voting securities of the Company in the form attached hereto as EXHIBIT G Exhibit B (the "TRANSACTION STOCKHOLDER CONSENTTransaction Stockholder Consent") (x) authorizing the amendment of the Certificate of Incorporation to increase the authorized number of shares of Common Stock of the Company from 1,000,000,000 shares of Common Stock to 3,000,000,000 shares of Common Stock and (y) approving the transaction resolutions (the "TRANSACTION RESOLUTIONSTransaction Resolutions") that approve the transactions contemplated hereby, pursuant to this Agreement and pursuant to the Other Securities Purchase Agreement, including, without limitation, the issuance and terms Certificate of the Aggregate Notes Designations (including the conversion of the Notes Preferred Shares into Common Stock) ), and the approval of such transactions pursuant to applicable law and the rules and regulations of the Principal Market. In addition to the foregoing, if otherwise required by applicable law, rule or regulation, the Company shall prepare and file with the SEC a preliminary proxy statement with respect to a special or annual meeting of the stockholders of the Company (the "TRANSACTION STOCKHOLDER MEETINGTransaction Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than April 30, 2007 2008 (the "TRANSACTION STOCKHOLDER MEETING DEADLINETransaction Stockholder Meeting Deadline") soliciting each such stockholder's affirmative vote for approval of, to the extent not previously adopted, the Transaction Resolutions (such affirmative approval being referred to herein as the "TRANSACTION STOCKHOLDER APPROVALTransaction Stockholder Approval" and the date such approval is obtained, the "TRANSACTION STOCKHOLDER APPROVAL DATETransaction Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Transaction Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Transaction Resolutions. The Company shall be obligated to seek to obtain the Transaction Stockholder Approval by the Transaction Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Transaction Stockholder Approval is not obtained on or prior to the Transaction Stockholder Meeting Deadline, the Company shall cause an additional Transaction Stockholder Meeting to be held every six (6) month period thereafter until the second anniversary of the Closing Date, whereafter such Transaction Stockholder Meeting shall only be required to occur at the annual meeting of the Company held that year and each year thereafter until Transaction Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Transaction Resolutions at any such Transaction Stockholder Meeting and the Transaction Stockholder Approval is not obtained, the Company shall cause an additional Transaction Stockholder Meeting to be held each calendar quarter thereafter until such Transaction Stockholder Approval is obtained.