Airways Stockholder Approval. Subject to Section 4.04 hereof, Airways ---------------------------- agrees to submit this Agreement and the Plan of Merger to its stockholders for approval, all as provided by law and its Articles of Incorporation, at a meeting (the "Airways Special Meeting") which shall be held prior to the Closing Date. The Board of Directors of Airways will, subject to Section 4.04 hereof, recommend that the stockholders of Airways vote to adopt and approve the Merger and use its best efforts to solicit from stockholders proxies in favor of such adoption and approval. By separate agreement, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx and Xxxx X. Xxxxxx (collectively, the "Insiders") have agreed that they will not dispose of their shares of Airways Common Stock and will vote in favor of the Merger; provided, however, that the Insiders' obligations under said Agreement will be suspended if the Board of Directors of Airways determines in the exercise of its fiduciary duties to entertain, negotiate or participate in any other Acquisition Proposal for so long as it is so entertaining, negotiating or participating in any such other Acquisition Proposal (and shall terminate if Airways accepts a Superior Proposal) and pays the termination fee set forth in Section 5.04(c).
Airways Stockholder Approval. The holders of a majority of ---------------------------- the outstanding shares of Airways Common Stock shall have approved the Merger at a meeting of stockholders duly called and held for such purpose.
