Common use of Stockholder Meeting Clause in Contracts

Stockholder Meeting. MSB will submit to its stockholders this Agreement and any other matters required to be approved or adopted by stockholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, MSB will take, in accordance with applicable law and its articles of incorporation and bylaws, all action necessary to call, give notice of, convene and hold a meeting of its stockholders (the “Stockholder Meeting”) as promptly as practicable for the purpose of considering and voting on approval and adoption of this Agreement and the transactions provided for in this Agreement. MSB’s Board of Directors will use all reasonable best efforts to obtain from MSB’s stockholders a vote approving this Agreement. Except as provided in this Agreement, (i) MSB’s Board of Directors shall recommend to MSB’s stockholders approval of this Agreement, (ii) the Proxy Statement-Prospectus shall include a statement to the effect that MSB’s Board of Directors has recommended that MSB’s stockholders vote in favor of the approval of this Agreement and (iii) neither MSB’s Board of Directors nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to MCBF, the recommendation of MSB’s Board of Directors that MSB’s stockholders vote in favor of approval of this Agreement or make any statement in connection with the Stockholder Meeting inconsistent with such recommendation. Notwithstanding the foregoing, if MSB’s Board of Directors, after consultation with and based on the advice of counsel, determines in good faith that recommending this Agreement is reasonably likely to result in a violation of its fiduciary duties under applicable law, then in submitting the Agreement to stockholders at the Stockholder Meeting it may submit the Agreement without recommendation of approval, in which case the Board of Directors may communicate the basis for its lack of a recommendation of approval to the stockholders in the Proxy Statement-Prospectus or an appropriate amendment or supplement thereto to the extent required by law.

Stockholder Meeting. MSB will submit to its stockholders this Agreement and any other matters required to be approved or adopted by stockholders in order to carry out (a) The Company shall call the intentions of this Agreement. In furtherance of that obligationSpecial Meeting, MSB will take, in accordance with applicable law and its articles of incorporation and bylaws, all action necessary to call, give notice of, convene and hold a meeting of its stockholders (the “Stockholder Meeting”) as promptly as practicable for following the purpose of considering and voting on approval and adoption of this Agreement and Initial Closing to approve the transactions provided for in this AgreementCompany Voting Proposals. MSB’s Board of Directors will use all reasonable best efforts to obtain from MSB’s stockholders a vote approving this Agreement. Except as provided in this Agreement, (i) MSB’s The Board of Directors shall recommend to MSBthe Company’s stockholders approval of this Agreement, (ii) the Proxy Statement-Prospectus shall include a statement to the effect that MSB’s Board of Directors has recommended that MSB’s such stockholders vote in favor of the approval of this Agreement and (iii) neither MSB’s Board of Directors nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to MCBF, the recommendation of MSB’s Board of Directors that MSB’s stockholders vote in favor of approval of this Agreement or make any statement in Company Voting Proposals. In connection with the Stockholder Special Meeting, the Company shall promptly prepare (and the Investor will reasonably cooperate with the Company to prepare) and file (but in no event more than 15 business days after the date of this Agreement) with the SEC a preliminary proxy statement. Following the filing of the preliminary proxy statement, the Company shall use its reasonable best efforts to promptly respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to the Special Meeting inconsistent to be mailed to the Company’s stockholders not more than five business days after clearance thereof by the SEC, and shall use its reasonable best efforts to solicit proxies for such Company Voting Proposals. The Company shall notify the Investor promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply the Investor with such recommendation. Notwithstanding copies of all correspondence between the foregoingCompany or any of its representatives, if MSB’s Board of Directors, after consultation with and based on the advice of counselone hand, determines in good faith that recommending this Agreement is reasonably likely and the SEC or its staff, on the other hand, with respect to result in a violation of its fiduciary duties under applicable law, then in submitting the Agreement to stockholders such proxy statement. If at the Stockholder Meeting it may submit the Agreement without recommendation of approval, in which case the Board of Directors may communicate the basis for its lack of a recommendation of approval any time prior to the stockholders Special Meeting there shall occur any event that is required to be set forth in the Proxy Statement-Prospectus or an appropriate amendment or supplement thereto to the proxy statement, the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. The proxy statement, at the time it is first mailed and at the time of the Special Meeting, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. Each of the Investor and the Company agree promptly to correct any information provided by it or on its behalf for use in the proxy statement 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 to its stockholders an amendment or supplement to correct such information to the extent required by lawapplicable laws and regulations. The Company shall consult with the Investor prior to filing any proxy statement, or any amendment or supplement thereto, and provide the Investor with a reasonable opportunity to comment thereon and shall give reasonable consideration to all comments proposed by the Investor.

Stockholder Meeting. MSB will submit On or prior to its stockholders this Agreement and any September 30, 2010, the Company shall effect an increase in the number of authorized unissued shares of Common Stock by at least 100 million shares (or effect such other matters required to be approved or adopted by stockholders in order to carry out the intentions of this Agreement. In furtherance of action that obligation, MSB will take, in accordance with applicable law and its articles of incorporation and bylaws, all action necessary to call, give notice of, convene and hold a meeting of its stockholders (the “Stockholder Meeting”) as promptly as practicable for the purpose of considering and voting on approval and adoption of this Agreement and the transactions provided for in this Agreement. MSB’s Board of Directors will use all reasonable best efforts to obtain from MSB’s stockholders a vote approving this Agreement. Except as provided in this Agreement, (i) MSB’s Board of Directors shall recommend to MSB’s stockholders approval of this Agreement, (ii) the Proxy Statement-Prospectus shall include a statement to has the effect that MSB’s Board of Directors has recommended that MSB’s stockholders vote in favor effectively increasing the number of authorized, unissued and unreserved shares of Common Stock by at least such amount from the approval number of this Agreement authorized, unissued and (iii) neither MSB’s Board unreserved shares of Directors nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to MCBF, the recommendation of MSB’s Board of Directors that MSB’s stockholders vote in favor of approval of this Agreement or make any statement in connection with the Stockholder Meeting inconsistent with such recommendation. Notwithstanding the foregoing, if MSB’s Board of Directors, after consultation with and based Common Stock available on the advice of counseldate hereof), determines in good faith that recommending this Agreement is reasonably likely and prior to result in a violation of its fiduciary duties under applicable law, then in submitting such date the Agreement to stockholders at the Company shall obtain Stockholder Meeting it may submit the Agreement without recommendation of approval, in which case the Board of Directors may communicate the basis Approval for its lack of a recommendation of approval to the stockholders in the Proxy Statement-Prospectus or an appropriate amendment or supplement thereto such increase to the extent required by lawapplicable state or federal laws or regulations or the regulations of any market or self-regulatory agency or organization. On or prior to June 30, 2010, the Company shall file with the Commission and deliver to its stockholders a notice of meeting and proxy statement or information circular, as required by the Commission, with respect to a Stockholder Meeting which contains a proposal seeking such Stockholder Approval. Such Stockholder Meeting shall occur within sixty (60) days following the filing of such proxy statement or information circular (75 days if the Commission gives a full review of such proxy and the Company responds to any comments within 5 days). The Board of Directors of the Company shall recommend to the Company’s stockholders that such proposal be approved, which recommendation shall be contained in such proxy statement or information circular, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement (or as typically solicited by management for management proposals), and all management-appointed proxy holders shall vote their proxies in favor of such Stockholder Approval. The Purchasers and their counsel shall be entitled to review such proxy statement or information circular prior to filing with the Commission, and such proxy statement or information circular shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company does not obtain such Stockholder Approval at the first such Stockholder Meeting, the Company shall call a Stockholder Meeting every four months thereafter to seek Stockholder Approval until the date on which Stockholder Approval is obtained.

Stockholder Meeting. MSB will submit On or prior to its October 1, 2012, the Company shall effect an increase in the number of authorized unissued shares of Common Stock, either by increasing the number of authorized shares, effecting a reverse stock split, or otherwise as reasonably determined by the Company, such that after such increase the Company has at least such number of duly authorized but unissued and unreserved shares (except as may be reserved for the Holders under the Notes and Warrants) equal to 500% of the maximum number of shares of Common Stock into which the Notes and Warrants are convertible and exercisable, without regard to any limitations on conversion, exercise or beneficial ownership contained therein (the “Share Increase”), and prior to such date the Company shall obtain the affirmative vote of the requisite number of stockholders this Agreement and any other matters required to be approved or adopted by stockholders in order to carry out of the intentions of this Agreement. In furtherance of that obligation, MSB will takeCompany under applicable corporate law, in accordance with applicable law and its articles the Company’s certificate of incorporation and bylawsby-laws and applicable state or federal laws or regulations and the regulations of any market or self-regulatory organization, all action necessary to callamend the Company’s certificate of incorporation to effectuate such Share Increase (“Stockholder Approval”). As soon as practicable following the date hereof, give but no later than July 30, 2012, the Company shall file with the Securities and Exchange Commission (“SEC”) and deliver to its stockholders a notice ofof meeting and proxy statement or information circular, convene and hold as required by the SEC, with respect to a special meeting of its stockholders (which may also be at the annual meeting of stockholders) at which such Stockholder Approval shall be sought (“Stockholder Meeting”). Such Stockholder Meeting shall occur within sixty (60) as promptly as practicable for days following the purpose filing of considering and voting on approval and adoption of this Agreement and the transactions provided for in this Agreementsuch proxy statement or information circular. MSB’s The Board of Directors will use all reasonable best efforts to obtain from MSB’s stockholders a vote approving this Agreement. Except as provided in this Agreement, (i) MSB’s Board of Directors the Company shall recommend to MSBthe Company’s stockholders approval of this Agreementthat such proposal be approved, which recommendation shall be contained in such proxy statement or information circular, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement (ii) the Proxy Statementor as typically solicited by management for management proposals), and all management-Prospectus appointed proxy holders shall include a statement to the effect that MSB’s Board of Directors has recommended that MSB’s stockholders vote their proxies in favor of such Stockholder Approval. The Holders and their counsel shall be entitled upon written request to review such proxy statement or information circular prior to filing with the approval SEC, and such proxy statement or information circular shall not contain any untrue statement of this Agreement and (iii) neither MSB’s Board a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of Directors nor any committee thereof shall withdrawthe circumstances under which they were made, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to MCBFnot misleading. If the Company does not obtain such Stockholder Approval at the first such Stockholder Meeting, the recommendation of MSB’s Board of Directors that MSB’s stockholders vote in favor of approval of this Agreement or make any statement in connection with the Company shall call a Stockholder Meeting inconsistent with such recommendation. Notwithstanding every four months thereafter to seek Stockholder Approval until the foregoing, if MSB’s Board of Directors, after consultation with and based date on the advice of counsel, determines in good faith that recommending this Agreement which Stockholder Approval is reasonably likely to result in a violation of its fiduciary duties under applicable law, then in submitting the Agreement to stockholders at the Stockholder Meeting it may submit the Agreement without recommendation of approval, in which case the Board of Directors may communicate the basis for its lack of a recommendation of approval to the stockholders in the Proxy Statement-Prospectus or an appropriate amendment or supplement thereto to the extent required by lawobtained.

Stockholder Meeting. MSB will submit In addition to its the solicitation of the Corporation Stockholder Approval required under Section 5.8(a), if, after the initial approval by the stockholders, an additional action by the stockholders of the Company is required under Delaware Law or California Law for the approval, re-approval or ratification of the Merger and this Agreement and or any other matters required amendment to be approved or adopted by stockholders in order this Agreement at any time prior to carry out the intentions of this Agreement. In furtherance of that obligationEffective Time, MSB will take, in accordance with applicable law and its articles of incorporation and bylaws, all action necessary to call, give notice of, convene and hold the Company shall (i) cause a meeting of its the stockholders of the Company (the a “Stockholder Meeting”) to be called for purposes of approving, reapproving or ratifying the Merger and this Agreement or any amendment to this Agreement, or (ii) circulate a solicitation for written consent in lieu of such Stockholder Meeting for the same purposes. In the event that a Stockholder Meeting is required pursuant to this Section 5.8(b)(i), the Company shall cause such Stockholder Meeting to be held as promptly as practicable possible and shall distribute on a timely basis to all stockholders of the Company any soliciting materials relating to such meeting. In the event of a solicitation for written consent in lieu of such Stockholder Meeting contemplated by Section 5.8(b)(ii), the purpose Company shall distribute to the stockholders of considering the Company, together with such written consent, any materials that would have been required to be distributed to the stockholders of the Company in connection with a Stockholder Meeting. Any such information statement or proxy statement (also a Disclosure Statement) shall comply with applicable Laws and voting on approval and adoption shall include (A) a summary of this Agreement and the transactions provided for in this Agreement. MSB’s Board of Directors will use all reasonable best efforts any amendments to obtain from MSB’s stockholders a vote approving this Agreement. Except as provided in this Agreement, the transactions contemplated hereby, including, but not limited to, the Merger, the Escrow Agreement and all other Related Agreements, (iB) MSBthe recommendation of the Company Board to adopt and approve this Agreement, as amended by any amendments to this Agreement, the Escrow Agreement and reapprove the Merger, (C) a statement that the Company Board has unanimously determined that the terms of the Merger and this Agreement, as amended by any amendments to this Agreement, are fair to and in the best interests of the Company and the Company’s Board stockholders, and (D) a statement that appraisal rights are available for the Company Shares pursuant to Section 262 of Directors the DGCL together with a copy of such section. The Company agrees not to distribute the Disclosure Statement until Parent has had a reasonable opportunity to review and comment on the Disclosure Statement. The Disclosure Statement will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which made, not misleading. Promptly following the date upon which the Company obtains such additional stockholder approval, the Company shall recommend send written notice to MSB’s stockholders approval each holder of Company Options and Company Warrants of such approval, a summary of the material terms of this Agreement, (ii) as amended by any amendments to this Agreement, and any other information required by the Proxy Statement-Prospectus shall include a statement to the effect that MSB’s Board terms of Directors has recommended that MSB’s stockholders vote in favor of the approval of this Agreement and (iii) neither MSB’s Board of Directors nor any committee thereof shall withdrawsuch Company Option or Company Warrant, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to MCBF, the recommendation of MSB’s Board of Directors that MSB’s stockholders vote in favor of approval of this Agreement or make any statement in connection with the Stockholder Meeting inconsistent with such recommendation. Notwithstanding the foregoing, if MSB’s Board of Directors, after consultation with and based on the advice of counsel, determines in good faith that recommending this Agreement is reasonably likely to result in a violation of its fiduciary duties under applicable law, then in submitting the Agreement to stockholders at the Stockholder Meeting it may submit the Agreement without recommendation of approval, in which case the Board of Directors may communicate the basis for its lack of a recommendation of approval to the stockholders in the Proxy Statement-Prospectus or an appropriate amendment or supplement thereto except to the extent required any such requirements have been waived in writing by lawsuch holder.

Stockholder Meeting. MSB will submit to its stockholders this Agreement and any other matters required to be approved or adopted by stockholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, MSB will take, in accordance with applicable law and its articles of incorporation and bylaws, all action necessary to call, give notice of, convene and hold The Company shall cause a meeting of its stockholders Stockholders (the “Company Stockholder Meeting”) to be duly called and held as promptly as reasonably practicable after receipt of SEC confirmation that the SEC has no further comments to the Proxy Statement for the purpose of considering and voting on approval and adoption obtaining the Company Stockholder Approval. Subject to Section 6.3 hereto (including the right of this Agreement and the transactions provided for in this Agreement. MSBCompany’s Board of Directors will use all reasonable best efforts to obtain from MSB’s stockholders a vote approving this Agreement. Except as provided in this Agreementamend, (i) MSBwithdraw, modify, change, condition or qualify the Company Recommendation pursuant to Section 6.3(b)), the Company’s Board of Directors shall recommend to MSB’s stockholders approval adoption by the Company Stockholders of this AgreementAgreement and approval by the Company Stockholders of the transactions contemplated hereby, including the Merger, and the Company shall take all other reasonable lawful action to solicit and secure the Company Stockholder Approval. Subject to Section 6.3 hereto (ii) including the Proxy Statement-Prospectus shall include a statement to right of the effect that MSBCompany’s Board of Directors has recommended that MSB’s stockholders vote in favor to amend, withdraw, modify, change, condition or qualify the Company Recommendation pursuant to Section 6.3(b)), the Company Recommendation, together with a copy of the approval of this Agreement and (iii) neither MSB’s Board of Directors nor any committee thereof opinion referred to in Section 4.16(b), shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to MCBF, the recommendation of MSB’s Board of Directors that MSB’s stockholders vote in favor of approval of this Agreement or make any statement in connection with the Stockholder Meeting inconsistent with such recommendation. Notwithstanding the foregoing, if MSB’s Board of Directors, after consultation with and based on the advice of counsel, determines in good faith that recommending this Agreement is reasonably likely to result in a violation of its fiduciary duties under applicable law, then in submitting the Agreement to stockholders at the Stockholder Meeting it may submit the Agreement without recommendation of approval, in which case the Board of Directors may communicate the basis for its lack of a recommendation of approval to the stockholders be included in the Proxy Statement-Prospectus . Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or an appropriate amendment or supplement thereto postpone the Company Stockholder Meeting to the extent required necessary (i) to ensure that any supplement or amendment to the Proxy Statement, which is necessary to ensure that the Proxy Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, is provided to its Stockholders in advance of a vote to obtain the Company Stockholder Approval or (ii) if as of the time for which the Company Stockholder Meeting is originally scheduled there is an insufficient number of Company Shares represented (either in person or by lawproxy) to constitute a quorum necessary to conduct the business of the Company Stockholder Meeting.