Common use of Articles Amendment Clause in Contracts

Articles Amendment. (a) As soon as practicable following the Closing Date, Issuer shall call its annual meeting of the Company’s stockholders to obtain the requisite stockholder approval to effect the Articles Amendment in the form attached hereto as Exhibit D (which form shall not be amended or otherwise modified without prior written consent of Purchaser and 70% of the Board). Purchaser hereby agrees to vote in favor of the Articles Amendment at any applicable meeting of Issuer’s stockholders in which the Articles Amendment is presented for stockholder approval. (b) At the time the proxy statement to be filed with the SEC in connection with the Company’s annual meeting and the Articles Amendment (the “Second Proxy Statement”) or any amendment or supplement thereto is first mailed to stockholders of Issuer, at the time such stockholders vote on approval of the Articles Amendment, the Second Proxy Statement, as supplemented or amended, if applicable, will not 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. (c) As soon as practicable following the Closing Date (and in any event within 15 Business Days after the date thereof), Issuer shall prepare (and shall give Purchaser a reasonable opportunity to review and comment on) and file the Second Proxy Statement with the SEC. Issuer shall use its reasonable best efforts to cause the Second Proxy Statement to be cleared by the SEC as soon as practicable after the date thereof and to be mailed to its stockholders as promptly as practicable thereafter. Issuer shall use its reasonable best efforts to ensure that the Second Proxy Statement, and any amendments or supplements thereto, comply in all material respects with the rules and regulations promulgated by the SEC under the 1934 Act and comply in all respects with all applicable requirements under the NRS (including NRS 92A.300 through 92A.500, inclusive) and the Charter Documents. Issuer and Purchaser shall cooperate with one another in connection with the preparation of the Second Proxy Statement. (d) Issuer shall cause its annual meeting of its stockholders (the “Second Stockholder Meeting”) to be duly called and held as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Second Proxy Statement or that Issuer may commence mailing the Second Proxy Statement for the purpose of voting on the approval of the Articles Amendment and shall comply with all Applicable Law with respect to such meeting and the solicitation of proxies in connection therewith. Issuer shall cause the Second Proxy Statement to comply in all respects with the applicable provisions of the NRS and the Charter Documents, and to be mailed to the stockholders of Issuer as of the record date established for the Second Stockholder Meeting as promptly as reasonably practicable thereafter. Issuer shall use its reasonable best efforts to solicit from Issuer’s stockholders proxies in favor of the approval of the Articles Amendment, and shall take all other action necessary or advisable to secure the requisite stockholder approval. (e) Any adjournment, delay or postponement of the Second Stockholder Meeting shall require the prior written consent of Purchaser; provided that Issuer shall be permitted to adjourn, delay or postpone the Second Stockholder Meeting (i) with the consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed) for the absence of a quorum or (ii) after consultation with Purchaser, solely to the extent necessary to ensure that any legally required supplement or amendment to the Second Proxy Statement is provided to the stockholders of Issuer with adequate time to review. Purchaser may require Issuer to adjourn, delay or postpone the Second Stockholder Meeting for up to five days or as otherwise agreed by the parties (but prior to the date that is two Business Days prior to the End Time) to solicit additional proxies necessary to obtain the requisite stockholder approval. Once Issuer has established a record date for the Second Stockholder Meeting, Issuer shall not change such record date or establish a different record date for the Second Stockholder Meeting without the prior written consent of Purchaser, unless required to do so by Applicable Law or Issuer’s organizational documents. Without the prior written consent of Purchaser, the approval of the Articles Amendment, electing directors and appointing auditors shall be the only matters (other than matters of procedure and matters required by Applicable Law to be voted on by Issuer’s stockholders in connection with the approval of the Articles Amendment) that Issuer shall propose to be acted on by the stockholders of Issuer at the Second Stockholder Meeting.”

Articles Amendment. (a) As soon as practicable following the Closing Date, Issuer shall call its annual meeting of the Company’s stockholders to obtain the requisite stockholder approval to effect the Articles Amendment in the form attached hereto as Exhibit D (which form shall not be amended or otherwise modified without prior written consent of Purchaser and 70% of the Board). D. Purchaser hereby agrees to vote in favor of the Articles Amendment at any applicable meeting of Issuer’s stockholders in which the Articles Amendment is presented for stockholder approval. (b) At the time the proxy statement to be filed with the SEC in connection with the Company’s annual meeting and the Articles Amendment (the “Second Proxy Statement”) or any amendment or supplement thereto is first mailed to stockholders of Issuer, at the time such stockholders vote on approval of the Articles Amendment, the Second Proxy Statement, as supplemented or amended, if applicable, will not 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. (c) As soon as practicable following the Closing Date (and in any event within 15 Business Days after the date thereof), Issuer shall prepare (and shall give Purchaser a reasonable opportunity to review and comment on) and file the Second Proxy Statement with the SEC. Issuer shall use its reasonable best efforts to cause the Second Proxy Statement to be cleared by the SEC as soon as practicable after the date thereof and to be mailed to its stockholders as promptly as practicable thereafter. Issuer shall use its reasonable best efforts to ensure that the Second Proxy Statement, and any amendments or supplements thereto, comply in all material respects with the rules and regulations promulgated by the SEC under the 1934 Act and comply in all respects with all applicable requirements under the NRS (including NRS 92A.300 through 92A.500, inclusive) and the Charter Documents. Issuer and Purchaser shall cooperate with one another in connection with the preparation of the Second Proxy Statement. (d) Issuer shall cause its annual meeting of its stockholders (the “Second Stockholder Meeting”) to be duly called and held as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Second Proxy Statement or that Issuer may commence mailing the Second Proxy Statement for the purpose of voting on the approval of the Articles Amendment and shall comply with all Applicable Law with respect to such meeting and the solicitation of proxies in connection therewith. Issuer shall cause the Second Proxy Statement to comply in all respects with the applicable provisions of the NRS and the Charter Documents, and to be mailed to the stockholders of Issuer as of the record date established for the Second Stockholder Meeting as promptly as reasonably practicable thereafter. Issuer shall use its reasonable best efforts to solicit from Issuer’s stockholders proxies in favor of the approval of the Articles Amendment, and shall take all other action necessary or advisable to secure the requisite stockholder approval. (e) Any adjournment, delay or postponement of the Second Stockholder Meeting shall require the prior written consent of Purchaser; provided that Issuer shall be permitted to adjourn, delay or postpone the Second Stockholder Meeting (i) with the consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed) for the absence of a quorum or (ii) after consultation with Purchaser, solely to the extent necessary to ensure that any legally required supplement or amendment to the Second Proxy Statement is provided to the stockholders of Issuer with adequate time to review. Purchaser may require Issuer to adjourn, delay or postpone the Second Stockholder Meeting for up to five days or as otherwise agreed by the parties (but prior to the date that is two Business Days prior to the End Time) to solicit additional proxies necessary to obtain the requisite stockholder approval. Once Issuer has established a record date for the Second Stockholder Meeting, Issuer shall not change such record date or establish a different record date for the Second Stockholder Meeting without the prior written consent of Purchaser, unless required to do so by Applicable Law or Issuer’s organizational documents. Without the prior written consent of Purchaser, the approval of the Articles Amendment, electing directors and appointing auditors shall be the only matters (other than matters of procedure and matters required by Applicable Law to be voted on by Issuer’s stockholders in connection with the approval of the Articles Amendment) that Issuer shall propose to be acted on by the stockholders of Issuer at the Second Stockholder Meeting.”