Common use of Approval of Target Shareholders Clause in Contracts

Approval of Target Shareholders. Prior to the Closing Date ------------------------------- and at the earliest practicable date following the date hereof and in any event no later than May 9, 2001, Target will hold the Target Shareholders Meeting for the purpose of seeking approval of this Agreement, the Merger and related matters in accordance with Alabama Law and Target' Articles of Incorporation and Bylaws. The board of directors of Target will solicit proxies from Target's shareholders to vote such shareholders' shares at the Target Shareholders Meeting. In soliciting such proxies, Target shall enter into confidentiality agreements with its shareholders in form reasonably satisfactory to Acquiror and the board of directors of Target will unanimously (except for directors who may have abstained because of a conflict of interest) recommend to the shareholders of Target that they approve this Agreement and the Merger (unless the board of directors of Target shall have obtained a written opinion of counsel to the effect that such recommendation would violate the board of directors' fiduciary duties to Target's shareholders under applicable law) and shall use reasonable commercial efforts to obtain the approval of the shareholders of Target entitled to vote on this Agreement, the Merger and related matters in accordance with Alabama Law and Target' Articles of Incorporation and Bylaws. Target will prepare as soon as reasonably practicable the Proxy Statement in form and substance reasonably acceptable to Acquiror and its representatives, with respect to the solicitation of proxies from the shareholders of Target to approve this Agreement, the Merger and related matters. Within four business days after the execution of this Agreement, Target will distribute the Proxy Statement to the shareholders of Target. Whenever any event occurs which should be set forth in an amendment or supplement to the Proxy Statement, Target or Acqurior, as the case may be, will promptly inform the other of such occurrence and cooperate in making any appropriate amendment or supplement to the Proxy Statement, and mailing such amendment or supplement to the shareholders of Target. The Proxy Statement as initially transmitted will include the unanimous recommendation of the board of directors of Target (except for directors who may abstain because of conflict of interest) in favor of adoption and approval of this Agreement and approval of the Merger in accordance with Alabama law and Target's Articles of Incorporation and Bylaws.

Approval of Target Shareholders. The information supplied by ------------------------------- Target for inclusion in the information statement to be sent to the shareholders of Target in connection with the meeting of Target shareholders to consider the Merger (the "Target Shareholders Meeting") or in connection with any written consent of shareholders of Target (such information statement as amended or supplemented is referred to herein as the "Information Statement") shall not, on the date the Information Statement is first mailed to Target shareholders, at the time of the Target Shareholders Meeting, or written consent of shareholders and at the Effective Time, contain any statement which is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading. Notwithstanding the foregoing, Target makes no representation, warranty or covenant with respect to any information supplied by Acquiror or Sub which is contained in any of the foregoing documents, whether such information is incorporated directly into the foregoing documents or forms the basis for information provided by Target. Prior to the Closing Date ------------------------------- and at the earliest practicable date following the date hereof and in any event no later than May 9, 2001hereof, Target will solicit written consents from its shareholders seeking, or hold the a Target Shareholders Meeting for the purpose of seeking seeking, approval of this Agreement, the Merger and related matters in accordance with Alabama Law matters, and Target' Articles any payments that would otherwise be treated as excess parachute payments under Section 280G of Incorporation and Bylawsthe Code. The board If Target holds a Target Shareholders Meeting, the Board of directors Directors of Target will solicit proxies from Target's shareholders to vote such shareholders' shares at the Target Shareholders Meeting. In soliciting such written consent or proxies, Target shall enter into confidentiality agreements with its shareholders in form reasonably satisfactory to Acquiror and the board Board of directors Directors of Target will unanimously (except for directors who may have abstained because subject to satisfying its fiduciary obligations to the shareholders of a conflict of interestTarget) recommend to the shareholders of Target that they approve this Agreement and the Merger (unless the board of directors of Target shall have obtained a written opinion of counsel to the effect that such recommendation would violate the board of directors' fiduciary duties to Target's shareholders under applicable law) and shall use its reasonable commercial efforts to obtain the approval of the shareholders of Target entitled to vote on or consent to this Agreement, Agreement and the Merger and related matters in accordance with Alabama Texas Law and Target' 's Articles of Incorporation and Bylaws. Target will prepare as soon as reasonably practicable the Proxy Information Statement in form and substance reasonably acceptable to Acquiror and its representativesAcquiror, with respect to the solicitation of written consents and/or proxies from the shareholders of Target to approve this Agreement, the Merger and related matters. Within four business days The Information Statement shall be in such form and contain such information that the Acquiror believes meets the requirements of Section 4(2) and/or Regulation D under the Securities Act in connection with the issuance of shares of Acquiror Common Stock in the Merger and that Acquiror believes will comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. The Information Statement shall include as an attachment an Investor Representation Statement, in substantially the form attached hereto as Exhibit F (an "Investor Representation Statement"), to be --------- completed by each shareholder of Target and delivered to Acquiror for purposes of confirming the availability of an exemption from registration under the Securities Act for the issuance by Acquiror of shares of Acquiror Common Stock in the Merger. As soon as practicable after the execution of this Agreement, Target will distribute the Proxy Information Statement to the shareholders of Target. Whenever any event occurs which should be set forth in an amendment or supplement to the Proxy Information Statement, Target or AcquriorAcquiror, as the case may be, will promptly inform the other of such occurrence and cooperate in making any appropriate amendment or supplement supplement, and/or mailing to the Proxy Statementshareholders of Target, and mailing such amendment or supplement to the shareholders of Targetsupplement. The Proxy Information Statement as initially transmitted will include the unanimous recommendation of the board Board of directors Directors of Target (except for directors who may abstain because of conflict of interest) in favor of adoption and approval of this Agreement and approval of the Merger in accordance with Alabama law and Target's Articles of Incorporation and BylawsMerger.

Approval of Target Shareholders. The information supplied by Target for inclusion in the information statement to be sent to the shareholders of Target in connection with the meeting of Target shareholders to consider the Merger (the "TARGET SHAREHOLDERS MEETING") or in connection with any written consent of shareholders of Target (such information statement as amended or supplemented is referred to herein as the "INFORMATION STATEMENT") shall not, on the date the Information Statement is first mailed to Target shareholders, at the time of the Target Shareholders Meeting, or written consent of shareholders and at the Effective Time, contain any statement which is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading. Notwithstanding the foregoing, Target makes no representation, warranty or covenant with respect to any information supplied by Acquiror or Sub which is contained in any of the foregoing documents, whether such information is incorporated directly into the foregoing documents or forms the basis for information provided by Target. Prior to the Closing Date ------------------------------- and at the earliest practicable date following the date hereof and in any event no later than May 9, 2001hereof, Target will solicit written consents from its shareholders seeking, or hold the a Target Shareholders Meeting for the purpose of seeking seeking, approval of this Agreement, the Merger and related matters in accordance with Alabama Law and Target' Articles matters. If Target holds a Target Shareholders Meeting, the Board of Incorporation and Bylaws. The board of directors Directors of Target will solicit proxies from Target's shareholders to vote such shareholders' shares at the Target Shareholders Meeting. In soliciting such written consent or proxies, Target shall enter into confidentiality agreements with its shareholders in form reasonably satisfactory to Acquiror and the board Board of directors Directors of Target will unanimously (except for directors who may have abstained because subject to satisfying its fiduciary obligations to the shareholders of a conflict of interestTarget) recommend to the shareholders of Target that they approve this Agreement and the Merger (unless the board of directors of Target shall have obtained a written opinion of counsel to the effect that such recommendation would violate the board of directors' fiduciary duties to Target's shareholders under applicable law) and shall use its reasonable commercial efforts to obtain the approval of the shareholders of Target entitled to vote on or consent to this Agreement, Agreement and the Merger and related matters in accordance with Alabama California Law and Target' 's Articles of Incorporation and Bylaws. Target will prepare as soon as reasonably practicable the Proxy Information Statement in form and substance reasonably acceptable to Acquiror and its representativesAcquiror, with respect to the solicitation of written consents and/or proxies from the shareholders of Target to approve this Agreement, the Merger and related matters. Within four business days The Information Statement shall be in such form and contain such information that the Acquiror believes meets the requirements of Section 4(2) and/or Regulation D under the Securities Act in connection with the issuance of shares of Acquiror Common Stock in the Merger and that Acquiror believes will comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. The Information Statement shall include as an attachment an Investment Agreement, in substantially the form attached hereto as EXHIBIT D (an "INVESTMENT AGREEMENT"), to be completed by each shareholder of Target and delivered to Acquiror for purposes of confirming the availability of an exemption from registration under the Securities Act for the issuance by Acquiror of shares of Acquiror Common Stock in the Merger. As soon as practicable after the execution of this Agreement, Target will distribute the Proxy Information Statement to the shareholders of Target. Whenever any event occurs which should be set forth in an amendment or supplement to the Proxy Information Statement, Target or AcquriorAcquiror, as the case may be, will promptly inform the other of such occurrence and cooperate in making any appropriate amendment or supplement supplement, and/or mailing to the Proxy Statementshareholders of Target, and mailing such amendment or supplement to the shareholders of Targetsupplement. The Proxy Information Statement as initially transmitted will include the unanimous recommendation of the board Board of directors Directors of Target (except for directors who may abstain because of conflict of interest) in favor of adoption and approval of this Agreement and approval of the Merger in accordance with Alabama law and Target's Articles of Incorporation and BylawsMerger.

Approval of Target Shareholders. Prior to the Closing Date ------------------------------- and at the earliest practicable date following the date hereof and in any event no later than May 9, 2001hereof, Target will solicit written consents from its shareholders seeking, or hold the a Target Shareholders Meeting for the purpose of seeking seeking, approval of this Agreement, the Merger and related matters in accordance with Alabama Law and Targetmatters. If Target holds a shareholders' Articles meeting, the Board of Incorporation and Bylaws. The board of directors Directors of Target will solicit proxies from Target's shareholders to vote such shareholders' shares at the Target Shareholders Shareholders' Meeting. In soliciting such written consent or proxies, Target shall enter into confidentiality agreements with its shareholders in form reasonably satisfactory to Acquiror and the board Board of directors Directors of Target will unanimously (except for directors who may have abstained because of a conflict of interest) recommend to the shareholders of Target that they approve this Agreement and the Merger (unless the board of directors of Target shall have obtained a written opinion of counsel to the effect that such recommendation would violate the board of directors' fiduciary duties to Target's shareholders under applicable law) and shall use its reasonable commercial efforts to obtain the approval of the shareholders of Target entitled to vote on or consent to this Agreement, Agreement and the Merger and related matters in accordance with Alabama California Law and Target' 's Articles of Incorporation and Bylaws. Target will prepare as soon as reasonably practicable the Proxy Information Statement in form and substance reasonably acceptable to Acquiror and its representativesHearMe, with respect to the solicitation of written consents and/or proxies from the shareholders of Target to approve this Agreement, the Merger and related matters. The Information Statement shall be in such form and contain such information so as to permit compliance by HearMe with the requirements of Regulation D under the Securities Act in connection with the issuance of shares of HearMe Common Stock in the Merger and will comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. The Information Statement shall include as an attachment an Investor Representation Statement, in substantially the form attached hereto as Exhibit E (an "INVESTOR REPRESENTATION Statement"), to be completed by each shareholder of Target and delivered to HearMe for purposes of confirming the availability of an exemption from registration under the Securities Act for the issuance by HearMe of shares of HearMe Common Stock in the Merger. Within four five (5) business days after the execution of this Agreement, Target will distribute the Proxy Information Statement to the shareholders of Target. Whenever any event occurs which should be set forth in an amendment or supplement to the Proxy Information Statement, Target or AcquriorHearMe, as the case may be, will promptly inform the other of such occurrence and cooperate in making any appropriate amendment or supplement supplement, and/or mailing to the Proxy Statementshareholders of Target, and mailing such amendment or supplement to the shareholders of Targetsupplement. The Proxy Information Statement as initially transmitted will include the unanimous recommendation of the board Board of directors Directors of Target (except for directors who may abstain because of conflict of interest) in favor of adoption and approval of this Agreement and approval of the Merger in accordance with Alabama law and Target's Articles of Incorporation and BylawsMerger.

Approval of Target Shareholders. Prior to the Closing Date ------------------------------- and at the earliest practicable date following the date hereof and in any event no later than May 9, 2001hereof, Target will solicit written consents from its shareholders seeking, or hold the a Target Shareholders Meeting for the purpose of seeking seeking, approval of this Agreement, the Merger and related matters in accordance with Alabama Law and Targetmatters. If Target holds a shareholders' Articles meeting, the Board of Incorporation and Bylaws. The board of directors Directors of Target will solicit proxies from Target's shareholders to vote such shareholders' shares at the Target Shareholders Shareholders' Meeting. In soliciting such written consent or proxies, Target shall enter into confidentiality agreements with its shareholders in form reasonably satisfactory to Acquiror and the board Board of directors Directors of Target will unanimously (except for directors who may have abstained because subject to satisfying its fiduciary obligations to the shareholders of a conflict of interestTarget) recommend to the shareholders of Target that they approve this Agreement and the Merger (unless the board of directors of Target shall have obtained a written opinion of counsel to the effect that such recommendation would violate the board of directors' fiduciary duties to Target's shareholders under applicable law) and shall use its reasonable commercial efforts to obtain the approval of the shareholders of Target entitled to vote on or consent to this Agreement, Agreement and the Merger and related matters in accordance with Alabama Georgia Law and Target' 's Articles of Incorporation and Bylaws. Target will prepare as soon as reasonably practicable the Proxy Information Statement in form and substance reasonably acceptable to Acquiror and its representativesAcquiror, with respect to the solicitation of written consents and/or proxies from the shareholders of Target to approve this Agreement, the Merger and related matters. The Information Statement shall be in such form and contain such information so as to permit compliance by Acquiror with the requirements of Regulation D under the Securities Act in connection with the issuance of shares of Acquiror Common Stock in the Merger and will comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. The Information Statement shall include as an attachment an Investor Representation Statement, in substantially the form attached hereto as Exhibit D (an "INVESTOR REPRESENTATION STATEMENT"), to be completed by each shareholder of Target and delivered to Acquiror for purposes of confirming the availability of an exemption from registration under the Securities Act for the issuance by Acquiror of shares of Acquiror Common Stock in the Merger. Within four two business days after the execution of this Agreement, Target will distribute the Proxy Information Statement to the shareholders of Target. Whenever any event occurs which should be set forth in an amendment or supplement to the Proxy Information Statement, Target or AcquriorAcquiror, as the case may be, will promptly inform the other of such occurrence and cooperate in making any appropriate amendment or supplement supplement, and/or mailing to the Proxy Statementshareholders of Target, and mailing such amendment or supplement to the shareholders of Targetsupplement. The Proxy Information Statement as initially transmitted will include the unanimous recommendation of the board Board of directors Directors of Target (except for directors who may abstain because of conflict of interest) in favor of adoption and approval of this Agreement and approval of the Merger in accordance with Alabama law and Target's Articles of Incorporation and BylawsMerger.

Approval of Target Shareholders. Prior to the Closing Date Target shall promptly after ------------------------------- and at the earliest practicable date following the date hereof take all action necessary in accordance with California Law and in any event no later than May 9, 2001, Target will hold its Articles of Incorporation and Bylaws to convene the Target Shareholders Meeting for or to secure the purpose written consent of seeking approval of this Agreement, the Merger and related matters in accordance with Alabama Law and Target' Articles of Incorporation and Bylaws. The board of directors of Target will solicit proxies from Target's shareholders to vote such shareholders' shares at the Target Shareholders Meeting. In soliciting such proxies, Target shall enter into confidentiality agreements with its shareholders in form reasonably satisfactory to Acquiror and the board of directors of Target will unanimously (except for directors who may have abstained because of a conflict of interest) recommend to the shareholders of Target that they approve this Agreement and the Merger (unless the board of directors of Target shall have obtained a written opinion of counsel to the effect that such recommendation would violate the board of directors' fiduciary duties to Target's shareholders under applicable law) and shall use reasonable commercial efforts to obtain the approval of the shareholders of Target entitled to vote on this Agreement, the Merger and related matters in accordance with Alabama Law and Target' Articles of Incorporation and Bylaws. Target will prepare as soon as reasonably practicable the Proxy Statement in form and substance reasonably acceptable to Acquiror and its representatives, with respect to the solicitation of proxies from the shareholders of Target to approve this Agreement, the Merger and related matters. Within four business days after the execution of this Agreement, Target will distribute the Proxy Information Statement has been delivered to the shareholders of Target. Whenever any event occurs which should be set forth in an amendment Target shall consult with Acquiror regarding the date of the Target Shareholders Meeting and shall not postpone or supplement adjourn (other than for the absence of a quorum) the Target Shareholders Meeting without the consent of Acquiror. Target shall use its best efforts to the Proxy Statement, Target or Acqurior, as the case may be, will promptly inform the other of such occurrence and cooperate in making any appropriate amendment or supplement to the Proxy Statement, and mailing such amendment or supplement to the solicit from shareholders of Target. The Proxy Statement as initially transmitted will include the unanimous recommendation of the board of directors of Target (except for directors who may abstain because of conflict of interest) proxies in favor of adoption the Merger and approval shall take all other action necessary or advisable to secure the vote or consent of this Agreement shareholders required to effect the Merger. Target and approval Acquiror will use their best efforts to ensure that the Information Statement shall be in such form and contain such information so as to permit compliance by Acquiror with the requirements of Regulation D under the Securities Act in connection with the issuance of shares of Acquiror Common Stock in the Merger and will comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. The Information Statement shall include as an attachment an Investor Representation Statement, in substantially the form attached hereto as Exhibit E (an "Investor Representation Statement"), to be completed by each shareholder of Target and delivered to Acquiror for purposes of confirming the availability of an exemption from registration under the Securities Act for the issuance by Acquiror of shares of Acquiror Common Stock in the Merger. In addition, any agreements or arrangements that may result in the payment of any amount that would not be deductible by reason of Section 280G of the Merger Code or would give rise to an excise tax under Section 4999 of the Code shall have been approved by such number of shareholders of Target and in accordance with Alabama law and Target's Articles of Incorporation and Bylawsthe manner as is required by the Code.