5.
ANNUAL MEETINGS OF THE SHAREHOLDERS.
THE COMPANY SHALL USE COMMERCIALLY REASONABLE EFFORTS TO HOLD AN ANNUAL MEETING
OF THE SHAREHOLDERS NO LATER THAN DECEMBER 31, 2009 UNLESS OTHERWISE AGREED BY
THE THEN SERVING BOARD OF DIRECTORS (THE "NEXT ANNUAL MEETING").
6.
VOTING AGREEMENT.
6.1
THE SHAREHOLDER AND THE HUGHES PARTIES AGREE
THAT FROM THE DATE OF THIS AGREEMENT AND UNTIL IMMEDIATELY FOLLOWING THE NEXT
ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF OR DECEMBER 31, 2009,
WHICHEVER IS EARLIER (THE "VOTING AGREEMENT TERMINATION DATE"), AT THE NEXT
ANNUAL MEETING OR ANY OTHER MEETING OF SHAREHOLDERS OF THE COMPANY OR ANY
ADJOURNMENT OR POSTPONEMENT THEREOF, AND ON EVERY ACTION OR APPROVAL BY WRITTEN
CONSENT OF THE SHAREHOLDERS OF THE COMPANY, IF ANY, THE SHAREHOLDER AND THE
HUGHES PARTIES WILL TAKE SUCH ACTIONS AS ARE NECESSARY TO EFFECT THE INTENT OF
THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE FOLLOWING:
6.1.1
VOTE ALL OF THE VOTING SHARES IN FAVOR OF THE
DIRECTOR NOMINEES RECOMMENDED TO THE SHAREHOLDERS BY THE BOARD, WHICH DIRECTOR
NOMINEES SHALL BE THE INDIVIDUALS LISTED IN EXHIBIT C FOR THE TERMS LISTED IN
EXHIBIT C (UNLESS THEY OR ANY OF THEM PRIOR THERETO SHALL HAVE RESIGNED OR BEEN
REMOVED AS A DIRECTOR OR OTHERWISE SHALL HAVE REFUSED TO STAND FOR ELECTION);
6.1.2
APPEAR, OR CAUSE THE HOLDER OF RECORD OF ANY VOTING
SHARES ON ANY APPLICABLE RECORD DATE TO APPEAR AT SUCH MEETING OR OTHERWISE
CAUSE THE VOTING SHARES TO BE COUNTED AS PRESENT FOR PURPOSES OF ESTABLISHING A
QUORUM; AND
6.1.3
NONE OF THE SHAREHOLDER OR THE HUGHES PARTIES SHALL
TAKE ANY POSITION, MAKE ANY STATEMENT OR TAKE ANY ACTION INCONSISTENT WITH THE
FOREGOING.
6.2
IN ORDER TO SECURE THE PERFORMANCE OF THE
SHAREHOLDER'S AND THE HUGHES PARTIES' OBLIGATIONS UNDER THIS AGREEMENT, EACH
SUCH PARTY HEREBY IRREVOCABLY GRANTS A PROXY APPOINTING KRISTINE F. HUGHES AND
PAULINE HUGHES FRANCIS EACH AS SUCH PARTY'S ATTORNEY-IN-FACT AND PROXY, WITH
FULL POWER OF SUBSTITUTION, FOR AND IN ITS NAME, PLACE AND STEAD, TO VOTE,
EXPRESS CONSENT OR DISSENT, OR OTHERWISE TO UTILIZE SUCH PARTY'S VOTING SHARES
SOLELY TO VOTE FOR THE DIRECTORS OR NOMINEES LISTED ON EXHIBIT C AT THE NEXT
ANNUAL MEETING OR ANY OTHER MEETING OF SHAREHOLDERS OF THE COMPANY OR ANY
ADJOURNMENT OR POSTPONEMENT THEREOF PRIOR TO THE VOTING AGREEMENT TERMINATION
DATE, IN EACH CASE IN A MANNER CONSISTENT WITH SECTION 6.1.
EACH OF THE
SHAREHOLDER AND THE HUGHES PARTIES HEREBY REPRESENTS AND WARRANTS THAT ANY
PROXIES HERETOFORE
3
GIVEN IN RESPECT OF THE VOTING SHARES ARE NOT IRREVOCABLE AND THAT ANY SUCH
PROXIES ARE HEREBY REVOKED.
EACH SUCH PARTY HEREBY AFFIRMS THAT THE PROXY AND
POWER OF ATTORNEY SET FORTH IN THIS AGREEMENT IS IRREVOCABLE AND COUPLED WITH AN
INTEREST AND SHALL EXPIRE ON THE VOTING AGREEMENT TERMINATION DATE.
7.
DISMISSAL OF CIVIL ACTION.
THE
SHAREHOLDER CONCURRENTLY WITH THE EXECUTION OF THIS AGREEMENT HAS DIRECTED ITS
ATTORNEY OF RECORD IN THE CIVIL ACTION TO FILE WITH THE COURT A NOTICE OF
DISMISSAL PURSUANT TO UTAH R.