Common use of Initial Stockholders’ Meeting Clause in Contracts

Initial Stockholders’ Meeting. Unless this Agreement shall have been terminated in accordance with Section 8 hereof, the Company shall take all action necessary to duly call, give notice of, convene and hold a special meeting of the stockholders of the Company (such initial meeting of stockholders called to approve the Stockholder Proposals is referred to herein as the “Stockholders’ Meeting”), as soon as reasonably practicable (and in any event within sixty (60) days) after the SEC confirms that it has no further comments on the Proxy Statement (or after the Company otherwise determines in its good faith judgment that such Proxy Statement will not be reviewed by the SEC), to vote on proposals (collectively, the “Stockholder Proposals”) to (i) amend the Company’s certificate of incorporation (the “Charter Amendment”), to provide for (A) an increase in the total number of authorized shares of Common Stock from five million two hundred thousand (5,200,000) to ten million (10,000,000), (B) an increase in the total number of authorized shares of preferred stock, par value $.01 per share, from eight hundred thousand (800,000) to three million (3,000,000), and (C) the right of the Company to increase or decrease the number of authorized shares of any class of stock of the Company (but not below the number of shares of such class then outstanding) by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote irrespective of the class vote requirements set forth in Section 242(b)(2) of the Delaware General Corporation Law (with the items described in the foregoing clauses (A), (B) and (C) being the only material amendments to the Company’s certificate of incorporation included in the Charter Amendment), and (ii) approve the issuance and sale of the Shares to the Buyers hereunder and other shares of Common Stock to the Other Investors pursuant to the Other Private Placements for purposes of Rule 5635 of the NASDAQ Stock Market Rules.

Initial Stockholders’ Meeting. Unless this Agreement shall have been terminated in accordance with Section 8 hereof, the Company shall take all action necessary to duly call, give notice of, convene and hold a special meeting of the stockholders of the Company (such initial meeting of stockholders called to approve the Stockholder Proposals is referred to herein as the “Stockholders’ Meeting”), as soon as reasonably practicable (and in any event within sixty (60) days) after the SEC confirms that it has no further comments on the Proxy Statement (or after the Company otherwise determines in its good faith judgment that such Proxy Statement will not be reviewed by the SEC), to vote on proposals (collectively, the “Stockholder Proposals”) to (i) amend the Company’s certificate of incorporation (the “Charter Amendment”), to provide for (A) an increase in the total number of authorized shares of Common Stock from five million two hundred thousand (5,200,000) to ten million (10,000,000), (B) an increase in the total number of authorized shares of preferred stock, par value $.01 per share, from eight hundred thousand (800,000) to three million (3,000,000), and (C) the right of the Company to increase or decrease the number of authorized shares of any class of stock of the Company (but not below the number of shares of such class then outstanding) by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote irrespective of the class vote requirements set forth in Section 242(b)(2) of the Delaware General Corporation Law (with the items described in the foregoing clauses (A), (B) and (C) being the only material amendments to the Company’s certificate of incorporation included in the Charter Amendment), and (ii) approve the issuance and sale of the Shares to the Buyers Buyer hereunder and other shares of Common Stock to the Other Investors pursuant to the Other Private Placements for purposes of Rule 5635 of the NASDAQ Stock Market Rules.