Common use of Voting Requirement Clause in Contracts

Voting Requirement. (a) During the term of this Agreement and while the exemption pursuant to Section 280G(b)(5)(A) of the Code is available, each Stockholder shall vote all of his Stockholder Shares and any other voting securities of the Company over which such Stockholder has voting control and shall take all other necessary or desirable actions within his control, and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling a special stockholder meeting for such purpose, preparing and distributing appropriate disclosure documents in connection therewith and recommending that the Stockholders approve all proposals related thereto) to approve any payment or benefit to be received by Bajaj or Xxxxxxxxxx in connection with a "change in ownership or control" (as such term is defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "CODE")), (a "CHANGE OF CONTROL") of the Company or DigitalNet, under the Senior Management Agreements, including, without limitation, any severance payment and the vesting of any unvested securities of the Company (the "PAYMENT PROVISIONS").