Common use of Approval of Stockholders Clause in Contracts

Approval of Stockholders. Seller shall, subject to the provisions of Section 5.3 and this Section 5.8, (i) take all steps (including participation in the preparation of the Registration Statement in accordance with all applicable requirements and having the Registration Statement cleared by the Commission and mailed to its stockholders) necessary to duly call, give notice of, convene and hold a meeting of its stockholders (including any adjournments, the “Special Meeting”) as soon as reasonably practicable for the purposes of securing the approval of such stockholders of this Agreement and the Parent Merger Documents, (ii) recommend to its stockholders the approval of this Agreement and the Parent Merger Documents and the transactions contemplated hereby and thereby (the “Seller Recommendation”), and (iii) use its best efforts to obtain, as promptly as practicable, such approval; provided, however, that the Board of Directors of Seller may fail to hold such Special Meeting, fail to make such recommendation, or withdraw, modify or change any such recommendation, if such Board of Directors, after having consulted with and considered the advice of outside counsel, has determined in good faith that the holding of such Special Meeting, the making of such recommendation or the failure to withdraw, modify or change such recommendation, either as a result of an Acquisition Proposal that has not been withdrawn or otherwise, would constitute a breach of the fiduciary duties of such directors under applicable law. The parties will reasonably cooperate in the preparation of the Registration Statement. Promptly following approval of this Agreement and the Parent Merger Documents by the stockholders of Seller, Seller, as the sole stockholder of Seller Subsidiary, will approve and consent to this Agreement and the Subsidiary Merger Documents in such capacity, whether at a meeting or by written consent.

Approval of Stockholders. (a) Seller shall, subject to the provisions of Section 5.3 and this Section 5.8, will (i) take all steps (including participation in the preparation of the Registration Proxy Statement in accordance with all applicable requirements and having the Registration Proxy Statement cleared by the Commission and mailed to its stockholders) necessary to duly call, give notice of, convene and hold a meeting of its stockholders (including any adjournments, the “Special Meeting”"SPECIAL MEETING") as soon as reasonably practicable for the purposes of securing the approval of such stockholders of this Agreement and the Parent Merger DocumentsPlan of Merger, (ii) subject to the provisions of Section 5.3 and this Section 5.8, recommend to its stockholders the approval of this Agreement and the Parent Plan of Merger Documents and the transactions contemplated hereby and thereby (the “Seller Recommendation”"SELLER RECOMMENDATION"), and (iii) use its best efforts to obtain, as promptly as practicable, such approval; provided, provided however, that the Board of Directors of Seller may fail to hold such Special Meeting, fail to make such recommendation, or withdraw, modify or change any such recommendation, if such Board of Directors, after having consulted with and considered the advice of outside counselcounsel experienced in such matters, has determined in good faith that the holding of such Special Meeting, the making of such recommendation or the failure to withdraw, modify or change such recommendation, either as a result of an Acquisition Proposal that has not been withdrawn or otherwiseirrevocably withdrawn, would constitute a breach of the fiduciary duties of such directors under applicable law, and (iii) cooperate and consult with Franklin with respect to the foregoing matters. The parties Seller and Franklin will reasonably cooperate in the preparation of the Registration Proxy Statement, and Seller shall not file or permit the filing of the Proxy Statement without the prior consent of Franklin (such consent not to be unreasonably withheld) and shall incorporate into the Proxy Statement all reasonable comments timely made by Franklin and its advisors. Promptly following approval The parties acknowledge and agree that the Special Meeting shall be held prior to commencement of this Agreement and the Parent Merger Documents by "road show" for the stockholders of Seller, Seller, as the sole stockholder of Seller Subsidiary, will approve and consent to this Agreement and the Subsidiary Merger Documents in such capacity, whether at a meeting or by written consentInitial Public Offering.

Approval of Stockholders. Seller shall, subject to the provisions of Section 5.3 and this Section 5.8, Advance will (ia) take all steps (including participation in the preparation of the Registration Statement in accordance with all applicable requirements and having the Registration Statement cleared by the Commission and mailed to its stockholders) necessary to duly call, give notice of, convene and hold a meeting of its stockholders (including any adjournments, the “Special Meeting”) as soon as reasonably practicable practicable, but in no event later than December 22, 2004, for the purposes of securing the approval adoption of such stockholders of this Agreement and the Parent Merger DocumentsAgreement of Merger, provided that Advance shall not be required to hold the meeting by such date if the SEC selects the Proxy Statement for review and delays in obtaining SEC clearance of the Proxy Statement preclude the Proxy Statement from being mailed in a timely manner prior to such date, (iib) recommend to its stockholders the approval of this Agreement and the Parent Agreement of Merger Documents and the transactions contemplated hereby and thereby (the “Seller Recommendation”)thereby, and (iii) use its best efforts to obtain, as promptly as practicable, such approval; approvals, provided, however, that the Board of Directors of Seller Advance may fail to hold such Special Meeting, fail to make such recommendation, or withdraw, modify or change any such recommendation, if such Board of Directors, after having consulted with and considered the advice of outside counsel, has determined in good faith that the holding of such Special Meeting, the making of such recommendation or the failure to withdraw, modify or change such recommendation, either as a result of an Acquisition Proposal that has not been withdrawn would or otherwise, would could reasonably be expected to constitute a breach of the fiduciary duties of such directors under applicable law, and (c) cooperate and consult with Parkvale and the Bank with respect to the foregoing matters. The parties will reasonably cooperate in Notwithstanding anything to the preparation of the Registration Statement. Promptly following approval of contrary herein, this Agreement and the Parent Agreement of Merger Documents by shall be submitted to the Advance stockholders at a duly called meeting of Seller, Seller, as stockholders for the sole stockholder purpose of Seller Subsidiary, will approve and consent to adopting this Agreement and the Subsidiary Agreement of Merger Documents in and nothing herein shall be deemed to relieve Advance of such capacity, whether at a meeting or by written consentobligation.

Approval of Stockholders. Seller (a) MAI shall, subject to the provisions through its Board of Section 5.3 and this Section 5.8Directors, (i) take all steps (including participation in the preparation of the Registration Statement in accordance with all applicable requirements and having the Registration Statement cleared by the Commission and mailed to its stockholders) necessary to duly call, give notice of, convene and hold a meeting of its stockholders (including any adjournments, the “Special "MAI Stockholders' Meeting”") for the purpose of voting on the approval and adoption of this Agreement and the Merger (the "MAI Stockholders' Approval") as soon as reasonably practicable for after the purposes date hereof. Except as provided in the next sentence, the Board of securing the Directors of MAI shall recommend approval of such stockholders and adoption of this Agreement and the Parent Merger Documentsby the holders of MAI Common Stock and shall use all commercially reasonable efforts to obtain such approval and adoption. The Board of Directors of MAI shall be permitted to (i) not recommend to the holders of MAI Common Stock that they give the MAI Stockholders' Approval, or (ii) recommend withdraw or modify in a manner adverse to DHS its stockholders recommendation to the approval holders of this Agreement and MAI Common Stock that they give the Parent Merger Documents and the transactions contemplated hereby and thereby MAI Stockholders' Approval, but in each of cases (the “Seller Recommendation”), i) and (iiiii) use its best efforts only if and to obtain, as promptly as practicable, the extent that a Superior Proposal is pending at the time the MAI Board of Directors determines to take any such approvalaction or inaction; provided, however, that no such failure to recommend, -------- ------- withdrawal or modification shall be made unless MAI shall have delivered to DHS a written notice (a "Notice of Superior Proposal") advising DHS that the Board of Directors of Seller may fail to hold MAI has received a Superior Proposal and identifying the Person or group making such Special MeetingSuperior Proposal; and further provided, fail to make such recommendation, or withdraw, modify or change any such recommendation, if such that --- ------- -------- nothing contained in this Agreement shall prevent the Board of DirectorsDirectors of MAI from complying with Rule 14e-2 under the 1934 Act with regard to an Alternative Proposal. For purposes of this Agreement, after having consulted with and considered "Superior Proposal" means any bona ---- fide Alternative Proposal for at least a majority of the outstanding Shares on ---- terms that the Board of Directors of MAI determines in its good faith judgment (based on the advice of outside counselan independent reputable financial advisor, has determined in good faith that taking into account all the holding of such Special Meeting, the making of such recommendation or the failure to withdraw, modify or change such recommendation, either as a result of an Acquisition Proposal that has not been withdrawn or otherwise, would constitute a breach terms and conditions of the fiduciary duties Alternative Proposal, including any break-up fees, expense reimbursement provisions and conditions to consummation) are more favorable and provide greater value to all holders of such directors under applicable law. The parties will reasonably cooperate in the preparation of the Registration Statement. Promptly following approval of MAI Common Stock than this Agreement and the Parent Merger Documents by the stockholders of Seller, Seller, taken as the sole stockholder of Seller Subsidiary, will approve and consent to this Agreement and the Subsidiary Merger Documents in such capacity, whether at a meeting or by written consentwhole.

Approval of Stockholders. Seller (a) MAI shall, subject to the provisions through its Board of Section 5.3 and this Section 5.8Directors, (i) take all steps (including participation in the preparation of the Registration Statement in accordance with all applicable requirements and having the Registration Statement cleared by the Commission and mailed to its stockholders) necessary to duly call, give notice of, convene and hold a meeting of its stockholders (including any adjournments, the “Special Meeting”"MAI STOCKHOLDERS' MEETING") for the purpose of voting on the approval and adoption of this Agreement and the Merger (the "MAI STOCKHOLDERS' APPROVAL") as soon as reasonably practicable for after the purposes date hereof. Except as provided in the next sentence, the Board of securing the Directors of MAI shall recommend approval of such stockholders and adoption of this Agreement and the Parent Merger Documentsby the holders of MAI Common Stock and shall use all commercially reasonable efforts to obtain such approval and adoption. The Board of Directors of MAI shall be permitted to (i) not recommend to the holders of MAI Common Stock that they give the MAI Stockholders' Approval, or (ii) recommend withdraw or modify in a manner adverse to DHS its stockholders recommendation to the approval holders of this Agreement and MAI Common Stock that they give the Parent Merger Documents and the transactions contemplated hereby and thereby MAI Stockholders' Approval, but in each of cases (the “Seller Recommendation”), i) and (iiiii) use its best efforts only if and to obtain, as promptly as practicable, the extent that a Superior Proposal is pending at the time the MAI Board of Directors determines to take any such approvalaction or inaction; provided, however, that no such failure to recommend, withdrawal or modification shall be made unless MAI shall have delivered to DHS a written notice (a "NOTICE OF SUPERIOR PROPOSAL") advising DHS that the Board of Directors of Seller may fail to hold MAI has received a Superior Proposal and identifying the Person or group making such Special MeetingSuperior Proposal; and further provided, fail to make such recommendation, or withdraw, modify or change any such recommendation, if such Board of Directors, after having consulted with and considered the advice of outside counsel, has determined in good faith that the holding of such Special Meeting, the making of such recommendation or the failure to withdraw, modify or change such recommendation, either as a result of an Acquisition Proposal that has not been withdrawn or otherwise, would constitute a breach of the fiduciary duties of such directors under applicable law. The parties will reasonably cooperate in the preparation of the Registration Statement. Promptly following approval of this Agreement and the Parent Merger Documents by the stockholders of Seller, Seller, as the sole stockholder of Seller Subsidiary, will approve and consent to this Agreement and the Subsidiary Merger Documents in such capacity, whether at a meeting or by written consent.that

Approval of Stockholders. Seller shallwill, subject to the provisions of Section 5.3 and this Section 5.8, (i) take all steps (including participation in the preparation of the Registration Proxy Statement in accordance with all applicable requirements and having the Registration Proxy Statement cleared by the Commission and mailed to its stockholders) necessary to duly call, give notice of, convene and hold a meeting of its stockholders (including any adjournments, the “Special Meeting”) as soon as reasonably practicable on or before April 30, 2004 for the purposes of securing the approval of such stockholders of this Agreement and the Parent Merger DocumentsPlan of Merger, (ii) recommend to its stockholders the approval of this Agreement and the Parent Plan of Merger Documents and the transactions contemplated hereby and thereby (the “Seller Recommendation”), and (iii) use its reasonable best efforts to obtain, as promptly as practicable, such approval; provided, provided however, that the Board of Directors of Seller may fail to hold such Special Meeting, fail to make such recommendation, or withdraw, modify or change any such recommendation, if such Board of Directors, after having consulted with and considered the advice of outside counsel, has determined in good faith that the holding of such Special Meeting, the making of such recommendation or the failure to withdraw, modify or change such recommendation, either as a result of an Acquisition Proposal that has not been withdrawn or otherwisewithdrawn, would constitute a breach of the fiduciary duties of such directors under applicable law. The parties Seller and Acquiror will reasonably cooperate in the preparation of the Registration Proxy Statement. Promptly following approval of this Agreement and the Parent Merger Documents by the stockholders of Seller, Seller, as the sole stockholder of Seller Subsidiary, will approve and consent to this Agreement and the Subsidiary Merger Documents in such capacity, whether at a meeting or by written consent.

Approval of Stockholders. Seller shallWithin ten (10) days after the date hereof, subject to the provisions of Section 5.3 and this Section 5.8, (i) take all steps (including participation in the preparation of the Registration Statement TARGET shall solicit stockholder approval by written consent in accordance with all applicable requirements and having the Registration Statement cleared by the Commission and mailed to its stockholders) necessary to duly call, give notice of, convene and hold a meeting law from those holders of its stockholders (including any adjournments, the “Special Meeting”) as soon as reasonably practicable TARGET Capital Stock for the purposes purpose of securing the approval of such stockholders of this Agreement and the Parent Merger Documents, (ii) recommend to its stockholders the obtaining their approval of this Agreement Agreement, the Merger and the Parent Merger Documents and the other transactions contemplated hereby and thereby (the “Seller Recommendation”"Consents"), and (iii) shall use its best efforts to obtain, as promptly as practicable, obtain such approval; provided, however, that Consents;. TARGET will prepare and send to the aforesaid holders and other persons for such purpose a notice of Merger and a recommendation by TARGET's Board of Directors of Seller may fail to hold and management that such Special Meeting, fail to make such recommendation, or withdraw, modify or change any such recommendation, if such Board of Directors, after having consulted with and considered the advice of outside counsel, has determined in good faith that the holding of such Special Meeting, the making of such recommendation or the failure to withdraw, modify or change such recommendation, either as a result of an Acquisition Proposal that has not been withdrawn or otherwise, would constitute a breach of the fiduciary duties of such directors under applicable law. The parties will reasonably cooperate in the preparation of the Registration Statement. Promptly following approval of this Agreement and the Parent Merger Documents by the stockholders of Seller, Seller, as the sole stockholder of Seller Subsidiary, will approve and consent to this Agreement and the Subsidiary Merger Documents and the notification regarding dissenters' rights required by the DGCL (the "Notice of Merger"). The Notice of Merger shall be in such capacityform and contain such information so as to permit compliance by PARENT with the requirements of Section 4(2) and Rule 506 of Regulation D under the Securities Act in connection with the offering and issuance of shares of PARENT Common Stock in the Merger and comply in all material respects with all applicable Laws, whether at including Section 151 and other applicable provisions of the DGCL. The Notice of Merger shall comply with the requirements of Section 4(2) and Rule 506 under the Securites Act, as aforesaid, including, without limitation, SEC filings pertaining to PARENT. Without limiting the generality of the foregoing, TARGET shall arrange for the appointment of a meeting or "purchaser representative," as defined in Rule 501 of Regulation D under the Securities Act, reasonably satisfactory to PARENT (the "Purchaser Representative"), shall use its best efforts to have each holder of TARGET securities who is not an "accredited investor" as defined in Rule 501 agree to the appointment, and accept the representation, of such Purchaser Representative, and shall use its best efforts to cause each holder of TARGET securities to execute and deliver to PARENT such offeree questionnaires and/or representation letters as may have been requested by written consentPARENT ("Stockholder Representations").

Approval of Stockholders. Seller (a) DHS shall, subject to the provisions through its Board of Section 5.3 and this Section 5.8Directors, (i) take all steps (including participation in the preparation of the Registration Statement in accordance with all applicable requirements and having the Registration Statement cleared by the Commission and mailed to its stockholders) necessary to duly call, give notice of, convene and hold a meeting of its stockholders (including any adjournments, the “Special Meeting”"DHS STOCKHOLDERS' MEETING") for the purpose of voting on the approval and adoption of this Agreement and the Merger (the "DHS STOCKHOLDERS' APPROVAL") as soon as reasonably practicable for after the purposes date hereof. Except as provided in the next sentence, the Board of securing the Directors of DHS shall recommend approval of such stockholders and adoption of this Agreement and the Parent Merger Documentsby the holders of DHS Common Stock and shall use all commercially reasonable efforts to obtain such approval and adoption. The Board of Directors of DHS shall be permitted to (i) not recommend to the holders of DHS Common Stock that they give the DHS Stockholders' Approval, or (ii) recommend withdraw or modify in a manner adverse to DHS its stockholders recommendation to the approval holders of this Agreement and DHS Common Stock that they give the Parent Merger Documents and the transactions contemplated hereby and thereby DHS Stockholders' Approval, but in each of cases (the “Seller Recommendation”), i) and (iiiii) use its best efforts only if and to obtain, as promptly as practicable, the extent that a Superior Proposal is pending at the time the DHS Board of Directors determines to take any such approvalaction or inaction; provided, however, that no such failure to recommend, withdrawal or modification shall be made unless DHS shall have delivered to MAI a written notice (a "NOTICE OF SUPERIOR PROPOSAL") advising MAI that the Board of Directors of Seller may fail to hold DHS has received a Superior Proposal and identifying the Person or group making such Special MeetingSuperior Proposal; and further provided, fail to make such recommendation, or withdraw, modify or change any such recommendation, if such that nothing contained in this Agreement shall prevent the Board of Directors, after having consulted Directors of DHS from complying with and considered Rule 14e-2 under the advice of outside counsel, has determined in good faith that the holding of such Special Meeting, the making of such recommendation or the failure 1934 Act with regard to withdraw, modify or change such recommendation, either as a result of an Acquisition Proposal that has not been withdrawn or otherwise, would constitute a breach of the fiduciary duties of such directors under applicable lawAlternative Proposal. The parties will reasonably cooperate in the preparation of the Registration Statement. Promptly following approval For purposes of this Agreement and the Parent Merger Documents by the stockholders of SellerAgreement, Seller, as the sole stockholder of Seller Subsidiary, will approve and consent to this Agreement and the Subsidiary Merger Documents in such capacity, whether at a meeting or by written consent."

Approval of Stockholders. Seller 1. TSG shall, subject to the provisions through its Board of Section 5.3 and this Section 5.8Directors, (i) take all steps (including participation in the preparation of the Registration Statement in accordance with all applicable requirements and having the Registration Statement cleared by the Commission and mailed to its stockholders) necessary to duly call, give notice of, convene and hold a meeting of its stockholders (including any adjournments, the “Special "TSG Stockholders' Meeting”") for the purpose of voting on the approval and adoption of this Agreement and the Merger (the "TSG Stockholders' Approval") as soon as reasonably practicable for after the purposes date hereof. Except as provided in the next sentence, the Board of securing the Directors of TSG shall recommend approval of such stockholders and adoption of this Agreement and the Parent Merger Documents, (ii) recommend to its stockholders by the approval holders of this Agreement TSG Common Stock and the Parent Merger Documents and the transactions contemplated hereby and thereby (the “Seller Recommendation”), and (iii) shall use its best efforts to obtainobtain such approval and adoption. The Board of Directors of TSG shall be permitted to (i) not recommend to the holders of TSG Common Stock that they give the TSG Stockholders' Approval or (ii) withdraw or modify in a manner adverse to Elcotel its recommendation to the holders of TSG Common Stock that they give the TSG Stockholders' Approval, as promptly as practicablebut in each of cases (i) and (ii) only if and to the extent that TSG has complied with Section 5.03 and a Superior Proposal is pending at the time the TSG Board of Directors determines to take any such action or inaction; provided that no such failure to recommend, such approval; provided, however, withdrawal or modification shall be made unless TSG shall have delivered to Elcotel a written notice (a "Notice of Superior Proposal") advising Elcotel that the Board of Directors of Seller may fail to hold TSG has received a Superior Proposal and identifying the Person or group making such Special MeetingSuperior Proposal; provided, fail to make such recommendation, or withdraw, modify or change any such recommendation, if such further that nothing contained in this Agreement shall prevent the Board of Directors, after having consulted Directors of TSG from complying with and considered Rule 14e-2 under the advice of outside counsel, has determined in good faith that the holding of such Special Meeting, the making of such recommendation or the failure 1934 Act with regard to withdraw, modify or change such recommendation, either as a result of an Acquisition Proposal that has not been withdrawn or otherwise, would constitute a breach of the fiduciary duties of such directors under applicable lawAlternative Proposal. The parties will reasonably cooperate in the preparation of the Registration Statement. Promptly following approval For purposes of this Agreement and the Parent Merger Documents by the stockholders of SellerAgreement, Seller, as the sole stockholder of Seller Subsidiary, will approve and consent to this Agreement and the Subsidiary Merger Documents in such capacity, whether at a meeting or by written consent."

Approval of Stockholders. Seller (a) DHS shall, subject to the provisions through its Board of Section 5.3 and this Section 5.8Directors, (i) take all steps (including participation in the preparation of the Registration Statement in accordance with all applicable requirements and having the Registration Statement cleared by the Commission and mailed to its stockholders) necessary to duly call, give notice of, convene and hold a meeting of its stockholders (including any adjournments, the “Special "DHS Stockholders' Meeting”") for the purpose of voting on the approval and adoption of this Agreement and the Merger (the "DHS Stockholders' Approval") as soon as reasonably practicable for after the purposes date hereof. Except as provided in the next sentence, the Board of securing the Directors of DHS shall recommend approval of such stockholders and adoption of this Agreement and the Parent Merger Documentsby the holders of DHS Common Stock and shall use all commercially reasonable efforts to obtain such approval and adoption. The Board of Directors of DHS shall be permitted to (i) not recommend to the holders of DHS Common Stock that they give the DHS Stockholders' Approval, or (ii) recommend withdraw or modify in a manner adverse to DHS its stockholders recommendation to the approval holders of this Agreement and DHS Common Stock that they give the Parent Merger Documents and the transactions contemplated hereby and thereby DHS Stockholders' Approval, but in each of cases (the “Seller Recommendation”), i) and (iiiii) use its best efforts only if and to obtain, as promptly as practicable, the extent that a Superior Proposal is pending at the time the DHS Board of Directors determines to take any such approvalaction or inaction; provided, however, that no such failure to recommend, -------- ------- withdrawal or modification shall be made unless DHS shall have delivered to MAI a written notice (a "Notice of Superior Proposal") advising MAI that the Board of Directors of Seller may fail to hold DHS has received a Superior Proposal and identifying the Person or group making such Special MeetingSuperior Proposal; and further provided, fail to make such recommendation, or withdraw, modify or change any such recommendation, if such that nothing --- ------- -------- contained in this Agreement shall prevent the Board of DirectorsDirectors of DHS from complying with Rule 14e-2 under the 1934 Act with regard to an Alternative Proposal. For purposes of this Agreement, after having consulted with and considered "Superior Proposal" means any bona ---- fide Alternative Proposal for at least a majority of the outstanding Shares on ---- terms that the Board of Directors of DHS determines in its good faith judgment (based on the advice of outside counselan independent reputable financial advisor, has determined in good faith that taking into account all the holding of such Special Meeting, the making of such recommendation or the failure to withdraw, modify or change such recommendation, either as a result of an Acquisition Proposal that has not been withdrawn or otherwise, would constitute a breach terms and conditions of the fiduciary duties Alternative Proposal, including any break-up fees, expense reimbursement provisions and conditions to consummation) are more favorable and provide greater value to all holders of such directors under applicable law. The parties will reasonably cooperate in the preparation of the Registration Statement. Promptly following approval of DHS Common Stock than this Agreement and the Parent Merger Documents by the stockholders of Seller, Seller, taken as the sole stockholder of Seller Subsidiary, will approve and consent to this Agreement and the Subsidiary Merger Documents in such capacity, whether at a meeting or by written consentwhole.