Common use of Stockholder Meetings Clause in Contracts

Stockholder Meetings. (a) The Company shall call a meeting of its stockholders, to be held as promptly as practicable after May 23, 2010, and in no event later than September 20, 2010, to vote on (1) proposals to amend the Series A Preferred Stock and the Series B Preferred Stock pursuant to the Articles of Amendment attached hereto as Exhibit F (the “Preferred Stock Articles of Amendment”) (the “Preferred Stock Proposals”), (2) proposals to amend the Articles of Incorporation (A) to increase the number of authorized shares of Common Stock to at least 1,000,000,000 shares or such larger number as the Board of Directors determines in its reasonable judgment is necessary to effectuate the transactions contemplated by this Agreement and by the Recapitalization, and (B) to effectuate a reverse stock split of shares of the Common Stock to comply with NASDAQ listing requirements and (3) proposals to approve the issuance of the Common Shares under this Agreement and the Anchor Investment Agreement and in connection with the other Recapitalization transactions pursuant to the applicable NASDAQ Marketplace Rules (the stockholder proposals described in clauses (2) and (3), the “General Stockholder Proposals”). The Board of Directors shall unanimously recommend to the Company’s stockholders that such stockholders approve the General Stockholder Proposals and, if applicable, the Preferred Stock Proposals and shall take all other actions necessary to adopt such proposals if approved by the stockholders of the Company. In connection with each of the meetings at which such proposals will be voted on, the Company shall promptly prepare and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to solicit proxies for such stockholder approval and shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders as promptly as practicable after clearance thereof by the SEC. If at any time prior to such stockholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail or otherwise disseminate to its stockholders such an amendment or supplement. The Company agrees promptly to correct any information if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall as promptly as practicable prepare and mail or otherwise disseminate to its stockholders an amendment or supplement to correct such information to the extent required by applicable Laws. The recommendation made by the Board of Directors described in this Section 3.2(a) shall be included in the proxy statement filed in connection with obtaining such stockholder approval. Upon approval and adoption of any of the General Stockholder Proposals and Preferred Stock Proposals, if applicable, the Company shall promptly file the General Articles of Amendment and the Preferred Stock Articles of Amendment, as applicable, with the Commonwealth of Virginia State Corporation Commission.

Stockholder Meetings. (a) The Company shall call a meeting of its stockholders, to be held as promptly as practicable after May 23, 2010the date hereof, and in no event later than September 20, 201080 days after the date hereof, to vote on (1) proposals to amend the Series A Preferred Stock and the Series B Preferred Stock pursuant to the Articles of Amendment attached hereto as Exhibit F (the “Preferred Stock Articles of Amendment”) (the “Preferred Stock Proposals”), (2) proposals to amend the Articles of Incorporation (A) to increase the number of authorized shares of Common Stock to at least 1,000,000,000 shares or such larger number as the Board of Directors determines in its reasonable judgment is necessary to effectuate the transactions contemplated by this Agreement and by the Recapitalization, and (B) to effectuate a reverse stock split of shares of the Common Stock to comply with NASDAQ listing requirements and (3) proposals to approve the issuance of the Common Shares under this Agreement and the Anchor Investment Agreement and in connection with the other Recapitalization transactions pursuant to the applicable NASDAQ Marketplace Rules (the stockholder proposals described in clauses (2) and (3), the “General Stockholder Proposals”). The Board of Directors shall unanimously recommend to the Company’s stockholders that such stockholders approve the General Stockholder Proposals and, if applicable, the Preferred Stock Proposals and shall take all other actions necessary to adopt such proposals if approved by the stockholders of the Company. In connection with each of the meetings at which such proposals will be voted on, the Company shall promptly prepare and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to solicit proxies for such stockholder approval and shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders as promptly as practicable after clearance thereof by the SEC. If at any time prior to such stockholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail or otherwise disseminate to its stockholders such an amendment or supplement. The Company agrees promptly to correct any information if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall as promptly as practicable prepare and mail or otherwise disseminate to its stockholders an amendment or supplement to correct such information to the extent required by applicable Laws. The recommendation made by the Board of Directors described in this Section 3.2(a) shall be included in the proxy statement filed in connection with obtaining such stockholder approval. Upon approval and adoption of any of the General Stockholder Proposals and Preferred Stock Proposals, if applicable, the Company shall promptly file the General Articles of Amendment and the Preferred Stock Articles of Amendment, as applicable, with the Commonwealth of Virginia State Corporation Commission.

Stockholder Meetings. (a) The Company shall call a meeting of its stockholders, to be held as promptly as practicable after May 23, 2010, and in no event later than September 20October 28, 2010, to vote on (1) proposals to amend the Series A Preferred Stock and the Series B Preferred Stock pursuant to the Articles of Amendment attached hereto as Exhibit F (the “Preferred Stock Articles of Amendment”) (the “Preferred Stock Proposals”), (2) proposals to amend the Articles of Incorporation (A) to increase the number of authorized shares of Common Stock to at least 1,000,000,000 shares or such larger number as the Board of Directors determines in its reasonable judgment is necessary to effectuate the transactions contemplated by this Agreement and by the Recapitalization, and (B) to effectuate a reverse stock split of shares of the Common Stock to comply with NASDAQ listing requirements and (3) proposals to approve the issuance of the Common Shares under this Agreement and the Anchor Investment Agreement and in connection with the other Recapitalization transactions pursuant to the applicable NASDAQ Marketplace Rules (the stockholder proposals described in clauses (2) and (3), the “General Stockholder Proposals”). The Board of Directors shall unanimously recommend to the Company’s stockholders that such stockholders approve the General Stockholder Proposals and, if applicable, the Preferred Stock Proposals and shall take all other actions necessary to adopt such proposals if approved by the stockholders of the Company. In connection with each of the meetings at which such proposals will be voted on, the Company shall promptly prepare and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to solicit proxies for such stockholder approval and shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders as promptly as practicable after clearance thereof by the SEC. If at any time prior to such stockholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail or otherwise disseminate to its stockholders such an amendment or supplement. The Company agrees promptly to correct any information if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall as promptly as practicable prepare and mail or otherwise disseminate to its stockholders an amendment or supplement to correct such information to the extent required by applicable Laws. The recommendation made by the Board of Directors described in this Section 3.2(a) shall be included in the proxy statement filed in connection with obtaining such stockholder approval. Upon approval and adoption of any of the General Stockholder Proposals and Preferred Stock Proposals, if applicable, the Company shall promptly file the General Articles of Amendment and the Preferred Stock Articles of Amendment, as applicable, with the Commonwealth of Virginia State Corporation Commission.

Stockholder Meetings. (a) The Company shall call a meeting of its stockholders, to be held as promptly as practicable after May 23, 2010, and in By no event later than September 20March 11, 2010, to vote on (1) proposals to amend the Series A Preferred Stock and the Series B Preferred Stock pursuant to the Articles of Amendment attached hereto as Exhibit F (the “Preferred Stock Articles of Amendment”) (the “Preferred Stock Proposals”), (2) proposals to amend the Articles of Incorporation (A) to increase the number of authorized shares of Common Stock to at least 1,000,000,000 shares or such larger number as the Board of Directors determines in its reasonable judgment is necessary to effectuate the transactions contemplated by this Agreement and by the Recapitalization, and (B) to effectuate a reverse stock split of shares of the Common Stock to comply with NASDAQ listing requirements and (3) proposals to approve the issuance of the Common Shares under this Agreement and the Anchor Investment Agreement and in connection with the other Recapitalization transactions pursuant to the applicable NASDAQ Marketplace Rules (the stockholder proposals described in clauses (2) and (3), the “General Stockholder Proposals”). The Board of Directors shall unanimously recommend to the Company’s stockholders that such stockholders approve the General Stockholder Proposals and, if applicable, the Preferred Stock Proposals and shall take all other actions necessary to adopt such proposals if approved by the stockholders of the Company. In connection with each of the meetings at which such proposals will be voted on2022, the Company shall promptly prepare and file with the SEC a preliminary definitive proxy statementstatement (the “Proxy Statement”), in the form which has been previously reviewed by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP, at the expense of the Company, for a special meeting of holders of Common Stock (the “Stockholder Meeting”), soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for (x) the issuance of all the shares of Common Stock issuable pursuant to the December Warrants, including adjustments pursuant to Section 2(b) of the December Warrants without giving effect to any limitation on exercise set forth therein and without giving effect to the Exercise Floor Price (as defined in the December Warrants), (ii) resolutions approving any voluntary adjustments that the Company may offer pursuant to the terms of any of the December Warrants and (iii) the increase in authorized number of shares of Common Stock of the Company to at least 400,000,000 (the “Authorized Share Increase Stockholder Approval”), and the Company shall use its reasonable best efforts to solicit proxies for its stockholders’ approval of such stockholder approval and shall use its reasonable best efforts to respond to any comments of the SEC or its staff Stockholder Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Stockholder Resolutions. The Stockholder Meeting shall be promptly called and held not later than April 10, 2022 (the “Stockholder Meeting Deadline”). No later than one (1) Trading Day following the approval of the Stockholder Resolutions, the Company shall file with the Secretary of State of Nevada a definitive proxy statement related to such stockholders’ meeting to be mailed certificate of amendment to the Company’s stockholders as promptly as practicable after clearance thereof by Articles of Incorporation to effect the SECAuthorized Share Increase Stockholder Approval, which certificate of amendment shall provide that it shall become immediately effective upon filing. If If, despite the Company’s reasonable best efforts, any of the Stockholder Resolutions are not approved at any time prior to such stockholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statementStockholder Meeting, the Company shall as promptly as practicable prepare and mail cause an additional Stockholder Meeting to be held every thirty (30) days thereafter until the approval of each Stockholder Resolution is obtained. In the event the Principal Market has not approved the transactions contemplated by the Transaction Documents or otherwise disseminate to its stockholders such an amendment Stockholder Approval is not obtained on or supplement. The Company agrees promptly to correct any information if and prior to the extent that such information shall have become false Stockholder Meeting Deadline, the Holder (as defined in the December Warrants) may deliver one or misleading in any material respectmore written notices (each, and an “Alternate Exercise Notice”) to the Company shall at any time during the period beginning on the Stockholder Meeting Deadline and ending on the Expiration Date (as promptly as practicable prepare and mail or otherwise disseminate to its stockholders an amendment or supplement to correct such information to the extent required by applicable Laws. The recommendation made by the Board of Directors described in this Section 3.2(a) shall be included defined in the proxy statement filed December Warrant) indicating that in connection with obtaining lieu of issuing and delivering December Warrant Shares to such stockholder approval. Upon approval and adoption of any of the General Stockholder Proposals and Preferred Stock Proposals, if applicableholder, the Company shall promptly file promptly, but in any event within one (1) Business Day of such holder’s delivery of such notice to the General Articles Company, pay an aggregate cash amount to such holder by wire transfer of Amendment and immediately available funds pursuant to such holder’s wiring instructions equal to such number of December Warrant Shares specified in such Alternate Exercise Notice multiplied by $0.361 (subject to adjustments as set forth therein) to such holder in exchange for the Preferred Stock Articles cancellation of Amendmentsuch number of November Warrant Shares specified in such Alternate Exercise Notice. Notwithstanding anything in the Transaction Documents to the contrary, as applicable, with the Commonwealth of Virginia State Corporation Commissionthese payments shall not be deemed a prepayment or trigger any other payment.

Stockholder Meetings. (a) The Company shall call a meeting of its stockholders, to be held as promptly as practicable after May 23, 2010, and in By no event later than September 20, 2010, to vote on one hundred twenty (1120) proposals to amend calendar days after the Series A Preferred Stock and the Series B Preferred Stock pursuant to the Articles of Amendment attached hereto as Exhibit F (the “Preferred Stock Articles of Amendment”) (the “Preferred Stock Proposals”), (2) proposals to amend the Articles of Incorporation (A) to increase the number of authorized shares of Common Stock to at least 1,000,000,000 shares or such larger number as the Board of Directors determines in its reasonable judgment is necessary to effectuate the transactions contemplated by this Agreement and by the Recapitalization, and (B) to effectuate a reverse stock split of shares of the Common Stock to comply with NASDAQ listing requirements and (3) proposals to approve the issuance of the Common Shares under this Agreement and the Anchor Investment Agreement and in connection with the other Recapitalization transactions pursuant to the applicable NASDAQ Marketplace Rules (the stockholder proposals described in clauses (2) and (3), the “General Stockholder Proposals”). The Board of Directors shall unanimously recommend to the Company’s stockholders that such stockholders approve the General Stockholder Proposals and, if applicable, the Preferred Stock Proposals and shall take all other actions necessary to adopt such proposals if approved by the stockholders of the Company. In connection with each of the meetings at which such proposals will be voted onClosing Date, the Company shall promptly prepare and file with the SEC a preliminary definitive proxy statementstatement (the “Proxy Statement”), in the form which has been previously reviewed by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP, at the expense of the Company, for a special meeting of holders of Common Stock (the “Stockholder Meeting”), soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for (x) the issuance of all the shares of Common Stock issuable pursuant to the November Warrants, including adjustments pursuant to Section 2(b) of the November Warrants without giving effect to any limitation on exercise set forth therein and without giving effect to the Exercise Floor Price (as defined in the November Warrants), (ii) resolutions approving any voluntary adjustments that the Company may offer pursuant to the terms of any of the November Warrants and (iii) the increase in authorized number of shares of Common Stock of the Company to at least 300,000,000 (the “Authorized Share Increase Stockholder Approval”), and the Company shall use its reasonable best efforts to solicit proxies for its stockholders’ approval of such stockholder approval and shall use its reasonable best efforts to respond to any comments of the SEC or its staff Stockholder Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Stockholder Resolutions. The Stockholder Meeting shall be promptly called and held not later than one hundred fifty (150) calendar days after the Closing Date (the “Stockholder Meeting Deadline”). No later than one (1) Trading Day following the approval of the Stockholder Resolutions, the Company shall file with the Secretary of State of Nevada a definitive proxy statement related to such stockholders’ meeting to be mailed certificate of amendment to the Company’s stockholders as promptly as practicable after clearance thereof by Articles of Incorporation to effect the SECAuthorized Share Increase Stockholder Approval, which certificate of amendment shall provide that it shall become immediately effective upon filing. If If, despite the Company’s reasonable best efforts, any of the Stockholder Resolutions are not approved at any time prior to such stockholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statementStockholder Meeting, the Company shall as promptly as practicable prepare and mail cause an additional Stockholder Meeting to be held every thirty (30) days thereafter until the approval of each Stockholder Resolution is obtained. In the event the Principal Market has not approved the transactions contemplated by the Transaction Documents or otherwise disseminate to its stockholders such an amendment Stockholder Approval is not obtained on or supplement. The Company agrees promptly to correct any information if and prior to the extent that such information shall have become false Stockholder Meeting Deadline, the Holder (as defined in the November Warrants) may deliver one or misleading in any material respectmore written notices (each, and an “Alternate Exercise Notice”) to the Company shall at any time during the period beginning on the Stockholder Meeting Deadline and ending on the Expiration Date (as promptly as practicable prepare and mail or otherwise disseminate to its stockholders an amendment or supplement to correct such information to the extent required by applicable Laws. The recommendation made by the Board of Directors described in this Section 3.2(a) shall be included defined in the proxy statement filed November Warrant) indicating that in connection with obtaining lieu of issuing and delivering November Warrant Shares to such stockholder approval. Upon approval and adoption of any of the General Stockholder Proposals and Preferred Stock Proposals, if applicableholder, the Company shall promptly file promptly, but in any event within one (1) Business Day of such holder’s delivery of such notice to the General Articles Company, pay an aggregate cash amount to such holder by wire transfer of Amendment and immediately available funds pursuant to such holder’s wiring instructions equal to such number of November Warrant Shares specified in such Alternate Exercise Notice multiplied by $0.65 (subject to adjustments as set forth therein) to such holder in exchange for the Preferred Stock Articles cancellation of Amendmentsuch number of November Warrant Shares specified in such Alternate Exercise Notice. Notwithstanding anything in the Transaction Documents to the contrary, as applicable, with the Commonwealth of Virginia State Corporation Commissionthese payments shall not be deemed a prepayment or trigger any other payment.