Common use of Preparation of Proxy Statement; Shareholders Meeting Clause in Contracts

Preparation of Proxy Statement; Shareholders Meeting. (a) As soon as practicable following the Closing Date, but in no event more than 20 days after the Closing Date, the Company shall prepare and file with the Commission a proxy statement (or information statement if permitted by law and the rules and regulations of the American Stock Exchange) with respect to the solicitation of votes for the Shareholder Proposals (the "Proxy Statement"). The Company shall promptly respond to all Commission comments with respect to the Proxy Statement and cause the Proxy Statement to be mailed to the Company's shareholders at the earliest practicable date. The Proxy Statement shall contain, among other things, a recommendation by the Board of Directors of the Company in favor of the Shareholder Proposals. (b) The Company shall, as soon as practicable after the Closing Date, duly call, give notice of, convene and hold a special meeting of the shareholders of the Company for the purpose of approving the Shareholder Proposals. At such meeting of shareholders, the Company shall use its best efforts to obtain the favorable vote of its shareholders. (c) The Company shall not, and shall immediately instruct its Transfer Agent in writing not to, authorize any issuance of Common Stock or other securities of the Company having voting rights until the day immediately following the Record Date.