Common use of Preparation of Proxy Statement; Shareholder Approval Clause in Contracts

Preparation of Proxy Statement; Shareholder Approval. (a) Seanergy shall promptly prepare and file with the SEC a proxy statement in preliminary form or such other form, statement or report as may be required under the federal securities laws (such proxy statement or such other form, and any amendments or supplements thereto with respect to the transactions contemplated by this Agreement, the “Proxy Statement”) relating to a shareholders meeting (the “Shareholders Meeting”) to be held by Seanergy to obtain the Shareholder Approval. Seanergy shall provide the Sellers and the Investors with reasonable opportunity to review and comment upon such Proxy Statement. Seanergy shall duly call, give notice of, convene and hold the Shareholders Meeting as promptly as reasonably practicable in accordance with applicable law for the purpose of seeking Shareholder Approval. (b) Each Seller and Investor shall, as promptly as reasonably practicable after the execution of this Agreement, deliver to Seanergy the Seller Information and the Investor Information as may be required to prepare the Proxy Statement and any other filings required under the Exchange Act, Securities Act or any other federal, foreign or Blue Sky laws relating to the transactions contemplated by the Transaction Documents (“Other Filings”). (c) The Sellers will use their commercially reasonable efforts to deliver to Seanergy and Buyer no later than June 18, 2008 (or such later date as shall be agreed to in writing between Seanergy, Buyer and the Sellers) true and complete copies of the Audited Financial Statements and the Interim Financial Statements, accompanied by a related Management’s Discussion and Analysis of Results and Operations and Financial Condition with respect to the Audited Financial Statements and Interim Financial Statements in form and substance in accordance with the requirements of the Securities Act for purposes of the Proxy Statement. (d) As of the date of the mailing of the Proxy Statement or the filing of any Other Filing, the Seller Information, Investor Information, Audited Financial Statements and the Interim Financial Statements supplied for inclusion in the Proxy Statement or Other Filing shall be accurate in all material respects, and such Audited Financial Statements and the Interim Financial Statements shall fairly present the financial condition and results of operations of the respective Seller for the period presented. If, at any time prior to the Initial Closing, a change in the Seller Information, Investor Information, Audited Financial Statements or the Interim Financial Statements, which would make the preceding incorrect, is discovered by a Seller, as applicable, such Seller, as the case may be, shall promptly notify Seanergy and Buyer of such change in writing. Each Seller shall use reasonable efforts to cooperate with Seanergy in its filing of the Proxy Statement and Other Filings. (e) Seanergy, through its board of directors, shall recommend to its shareholders that they vote their shares such that Seanergy may obtain the Shareholder Approval and, subject to applicable law and its fiduciary duties, shall not withdraw or modify its recommendation.