Common use of Proxy Statement; Special Meeting Clause in Contracts

Proxy Statement; Special Meeting. (a) Promptly following the date of this Agreement, the Company shall prepare and file the Proxy Statement. The parties shall cooperate with each other in connection with the preparation and filing of the Proxy Statement. Each Investor shall furnish all information as shall reasonably be requested by the Company for the Proxy Statement. The Company will use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing. (b) The Company shall use its reasonable best efforts to take all actions necessary or advisable and permitted by applicable law, the Company’s certificate of incorporation and its bylaws to (i) hold the Special Meeting as promptly as practicable for the purpose of voting upon the approval of the issuance of the Shares, (ii) recommend that the stockholders of the Company vote to approve the issuance of the Shares, and (iii) secure the requisite vote or consent of stockholders for the issuance of the Shares and in connection therewith shall solicit proxies and distribute the Proxy Statement to the stockholders of the Company in accordance with applicable securities laws.

Proxy Statement; Special Meeting. (a) Promptly following the date of this Agreement, the Company shall prepare and file the Proxy Statement. The parties shall cooperate with each other in connection with the preparation and filing of the Proxy Statement. Each Investor Holder shall furnish all information as shall reasonably be requested by the Company for the Proxy Statement. The Company will use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing. (b) The Company shall use its reasonable best efforts to take all actions necessary or advisable and permitted by applicable law, the Company’s certificate of incorporation and its bylaws to (i) hold the Special Meeting as promptly as practicable for the purpose of voting upon the approval of the issuance of the Common Shares, (ii) recommend that the stockholders of the Company vote to approve the issuance of the Common Shares, and (iii) secure the requisite vote or consent of stockholders for the issuance of the Common Shares and in connection therewith shall solicit proxies and distribute the Proxy Statement to the stockholders of the Company in accordance with applicable securities laws.