COORDINATION AND TIMING Clause Samples

COORDINATION AND TIMING. 2.1 This transaction must be approved by a majority-in-interest of the THAON shareholders and by the THAON Board of Directors. The Board of Directors has previously approved the terms and conditions of this agreement, subject to shareholder approval and/or ratification of this Agreement, but a shareholder vote must be secured. That vote may be obtained by a written consent of a majority of the existing shareholders entitled to vote, which will necessitate a Schedule 14C filing with the Securities and Exchange Commission, or by a proxy vote of a majority of the shareholders, which would require a proxy statement with the associated filings on Schedule 14A. 2.2 If the shareholder approval is to be obtained by consent, the parties anticipate that the transaction will require approximately 30 days for final approval. If the shareholder approval is to be obtained by solicitation of proxies, the parties anticipate that final approval will require approximately 60 days. 2.3 Until such time as shareholder approval is finalized, LBC will be operated by its existing board of directors and management as currently constituted. If a majority-in-interest of the existing shareholders of THAON execute a consent to the transaction, then the LBC Shareholders will tender their Series D Preferred for exchange and cancellation and they may assume control of LBC and operate LBC as if they were the majority owners thereof, making changes to the board of directors and to management as they deem suitable, even though this occurs prior to final approval obtained through the Schedule 14C filing process. 2.4 This exchange need only be approved by an aggregate total of 501,000 shares of Series D Preferred as currently held by the LBC Shareholders, and subsequent tender of at least that minimum number of Series D Preferred according to the terms of this Agreement. Any tender of less than the 900,000 Series D Preferred shares contemplated will result in a proportionate reduction in the 1,700,000 shares of LBC that are given in exchange.