FOR THE SAME
EXPENSES OR LIABILITIES INCURRED BY A DIRECTOR ARE SECONDARY), WITH RESPECT TO
ANY SUCH DIRECTORS' ASSOCIATION WITH THE COMPANY AND ITS SUBSIDIARIES. THE OTHER
INDEMNITORS SHALL BE THIRD PARTY BENEFICIARIES OF THE TERMS OF THIS
SECTION 9.04(E).
(F)
NOTHING IN THIS SECTION 9.04 SHALL PREVENT THE BOARD FROM ACTING IN
ACCORDANCE WITH ITS FIDUCIARY DUTIES OR APPLICABLE LAW OR FROM ACTING IN GOOD
FAITH IN ACCORDANCE WITH ITS CONSTITUENT DOCUMENTS, WHILE GIVING DUE
CONSIDERATION TO THE INTENT OF THIS AGREEMENT.
THE BOARD SHALL HAVE NO
OBLIGATION TO APPOINT OR NOMINATE ANY GGC APPOINTEE UPON WRITTEN NOTICE THAT
SUCH APPOINTMENT OR NOMINATION WOULD VIOLATE APPLICABLE LAW OR RESULT IN A
BREACH BY THE BOARD OF ITS FIDUCIARY DUTIES TO ITS STOCKHOLDERS; PROVIDED,
HOWEVER, THAT THE FOREGOING SHALL NOT AFFECT THE RIGHT OF THE INITIAL WARRANT
HOLDER TO DESIGNATE AN ALTERNATE GGC APPOINTEE.
SECTION 9.05.
STOCKHOLDER APPROVAL.
THE COMPANY SHALL CALL A SPECIAL MEETING
OF ITS STOCKHOLDERS AS PROMPTLY AS REASONABLY PRACTICABLE FOLLOWING THE ISSUANCE
DATE (BUT IN ANY EVENT NOT LATER THAN THE FIRST ANNUAL MEETING OF THE COMPANY'S
STOCKHOLDERS TO BE HELD AFTER THE ISSUANCE DATE) IN ORDER TO OBTAIN THE REQUIRED
STOCKHOLDER APPROVAL.
THE BOARD SHALL UNANIMOUSLY RECOMMEND TO THE COMPANY'S
STOCKHOLDERS THAT SUCH STOCKHOLDERS APPROVE THE ISSUANCE OF SHARES OF COMMON
STOCK
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UPON EXERCISE OF THE B-WARRANTS (AND, IN THE CASE OF THE A-WARRANTS, THE
ISSUANCE OF ANY EXCESS SHARES UPON EXERCISE OF THE A-WARRANTS) AS SET FORTH
HEREIN.
IN CONNECTION WITH SUCH MEETING, THE COMPANY SHALL PROMPTLY PREPARE
(AND THE AGENT AND THE INITIAL WARRANT HOLDER WILL REASONABLY COOPERATE WITH THE
COMPANY TO PREPARE, INCLUDING BY FURNISHING THE COMPANY WITH ALL REASONABLY
NECESSARY INFORMATION) 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. THE COMPANY
SHALL NOTIFY THE AGENT 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 AGENT WITH COPIES OF ALL CORRESPONDENCE BETWEEN THE COMPANY OR ANY OF
ITS REPRESENTATIVES, ON THE ONE HAND, AND THE SEC OR ITS STAFF, ON THE OTHER
HAND, WITH RESPECT TO SUCH PROXY STATEMENT.
IN ALL CIRCUMSTANCES, THE COMPANY
SHALL PROVIDE THE AGENT WITH AN OPPORTUNITY TO REVIEW, AND PROVIDE REASONABLE
COMMENTS TO THE COMPANY WITH RESPECT TO, ANY PRELIMINARY PROXY STATEMENT
PREPARED PURSUANT TO THIS SECTION 9.05 AND ALL SUPPLEMENTS AND AMENDMENTS
THERETO PRIOR TO FILING OF THE SAME WITH 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