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to withdraw, modify or change such recommendation, either as a result of an Acquisition Proposal that has not been withdrawn or otherwise, would constitute a breach of the fiduciary duties of such directors under applicable law.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. Seller shall, subject to the provisions of Section 5.3 and this Section 5.8, (ia) ESB will (a) take all steps (including participation in including, without limitation, the preparation of the Registration Statement Form S-4 and Proxy Statement/Prospectus in accordance with all applicable requirements and having the Registration Statement cleared by the Commission and mailed to its stockholdersrequirements) 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, for the purposes of securing the approval of such stockholders of this Agreement and the Parent Merger DocumentsAgreement of Merger, (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; provided, and (c) cooperate and consult with PHSB with respect to the foregoing matters. (b) PHSB will (a) take all steps (including, without limitation, assisting ESB in the preparation of the Form S-4 and Proxy Statement/Prospectus in accordance with all applicable requirements) necessary to duly call, give notice of, convene and hold a meeting of its stockholders as soon as reasonably practicable, for the purposes of securing the approval of such stockholders of this Agreement and the Agreement of Merger, (b) recommend to its stockholders the approval of this Agreement and the Agreement of Merger and the transactions contemplated hereby and thereby, and use its best efforts to obtain, as promptly as practicable, such approval, provided however, that the Board of Directors of Seller PHSB 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 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 ESB with respect to the foregoing matters. The parties will reasonably cooperate in Notwithstanding anything to the preparation contrary herein, this Agreement shall be submitted to the PHSB stockholders at a duly called meeting of stockholders for the Registration Statement. Promptly following approval purpose of adopting this Agreement and nothing herein shall be deemed to relieve PHSB of such obligation. (c) ESB and PHSB will each use their reasonable best efforts to cause the Parent Merger Documents by meetings of their respective stockholders to be held on 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 consentsame date.

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 The parties acknowledge and agree that the Special Meeting shall be held prior to commencement of the "road show" for the Initial Public Offering. (b) Franklin will (i) take all steps necessary to duly call, give notice of, convene and hold a meeting of its stockholders at or prior to the time of the Special Meeting for the purposes of securing the approval of such stockholders of this Agreement and the Plan of Merger or, alternatively, to secure the written consent of such stockholders for such approval, (ii) recommend to its stockholders the approval of this Agreement and the Parent Plan of 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 transactions contemplated hereby and thereby, and (iii) use its best efforts to obtain, at or prior to the time of the Special Meeting, such capacity, whether at a meeting or by written consentapproval.

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) JEI 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 adjournmentsthe "JEI Stockholders' Meeting") for the purpose of voting on the ratification and approval of this Merger Agreement and the issuance of the shares of JEI Common Stock pursuant to the Merger (the "JEI Merger Proposal"), as soon as reasonably practicable following the date hereof. Subject to the exercise of fiduciary obligations under applicable law as advised by independent legal counsel, JEI shall, through its Board of Directors, include in the Joint Proxy Statement the recommendation of the Board of Directors of JEI that the stockholders of JEI vote in favor of the JEI Merger Proposal (the "JEI Stockholders' Approval") and shall use its best efforts to obtain such approval. (i) CRC shall, through its Board of Directors, duly call, give notice of, convene and hold a meeting of its stockholders (the "CRC Stockholders' Meeting" and, together with the JEI Stockholders' Meeting, the “Special Meeting”"Stockholders' Meetings") for the purpose of approving this Agreement and the approval of the Merger (the "CRC Merger Proposal") as soon as reasonably practicable for after the purposes of securing the approval of such stockholders of this Agreement date hereof; and the Parent Merger Documents, (ii) recommend subject to the exercise of fiduciary obligations under applicable law as advised by independent counsel, CRC shall, through its Board of Directors, include in the Joint Proxy Statement (or, if applicable, a separate information statement prepared by CRC for use in soliciting the CRC Stockholders' Approval) the recommendation of the Board of Directors of CRC that the stockholders of CRC vote in favor of the approval of this Agreement and the Parent CRC Merger Documents and the transactions contemplated hereby and thereby Proposal (the “Seller Recommendation”"CRC Stockholders' Approval"), and (iii) shall use its best efforts to obtain, as promptly as practicable, obtain such approval; provided, however, that . (c) JEI and CRC shall coordinate and cooperate with respect to 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 timing of the fiduciary duties of such directors under applicable law. The parties will reasonably cooperate in Stockholders' Meetings and shall use their reasonable best efforts to cause the preparation of the Registration Statement. Promptly following approval of this Agreement and the Parent Merger Documents Stockholders' Meetings to be held by the stockholders of Sellerno later than July 15, 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 consent1999.

Approval of Stockholders. Seller (a) The Company 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 the Company Certificate of Incorporation, Company By-laws and the DGCL, as promptly as practicable following the date of this Agreement, take all applicable requirements and having the Registration Statement cleared by the Commission and mailed action 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 Stockholders for the purposes purpose of securing obtaining 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 Vote (the “Seller Recommendation”), "Company Stockholders Meeting") and (iii) shall use its reasonable best efforts to obtain, as and promptly as practicablenotify the Buyer upon obtaining, such approval; providedthe Merger Vote. The Board of Directors of the Company shall submit this Agreement and the Merger to the Stockholders at the Company Stockholders Meeting, however, that whether or not the Board of Directors of Seller the Company at any time changes, withdraws, modifies or qualifies its recommendation in favor of the Merger Proposal (the "Company Board Recommendation"), unless prior thereto as a result of such change, withdrawal, modification or qualification the Company terminates this Agreement pursuant to Section 10.1(f) and simultaneously therewith makes the payment contemplated thereby. (b) As promptly as practicable following the date of this Agreement, the Company shall prepare and mail or otherwise provide to the Stockholders the Proxy Statement, which shall include the Company Board Recommendation; provided that, the Board of Directors of the Company may fail to hold such Special Meetingchange, fail to make such recommendation, or withdraw, modify or change any such recommendation, qualify the Company Board Recommendation in a manner adverse to the Buyer if such the Board of DirectorsDirectors of the Company determines in good faith, after having consulted with and considered taken into account the advice of its outside legal counsel, has determined in good faith that such action is required to comply with its fiduciary obligations to 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 Stockholders under applicable law. The parties will reasonably cooperate Proxy Statement, the form of any proxy or ballot and all other materials to be provided to the Stockholders in connection with obtaining the preparation Merger Vote shall be subject to prior review of the Registration Statement. Promptly following and approval of this Agreement and the Parent Merger Documents by the stockholders of SellerBuyer and its counsel, Seller, as the sole stockholder of Seller Subsidiary, will approve and consent such approval not to this Agreement and the Subsidiary Merger Documents in such capacity, whether at a meeting be unreasonably withheld or by written consentdelayed.

Approval of Stockholders. Seller (a) Parent 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 the "Parent Stockholders' Meeting") for the purpose of voting on the Parent Proposal (the "Parent Stockholders' Approval"), Parent shall, through its Board of Directors, include in the circular to stockholders convening the Parent Stockholders' Meeting the recommendation of the Board of Directors of Parent (other than Michxxx Xxxxxxxx xxx is not taking part in any adjournments28 33 recommendation as he was previously a director of the Company) that the stockholders of Parent approve the Parent Proposal. (b) The Company shall, through its Board of Directors, duly call, give notice of, convene and hold a meeting of its shareholders (the "Company Stockholders' Meeting" and, together with the Parent Stockholders' Meeting, the “Special Meeting”"Stockholders Meetings") as soon as reasonably practicable for the purposes purpose of securing voting on the approval of such stockholders adoption of this Agreement (the "Company Stockholders' Approval"), and shall use its reasonable best efforts to solicit proxies from Company shareholders in order to obtain the Company Stockholders' Approval. Except as provided in the next sentence, the Company shall, through its Board of Directors, include in the Proxy Statement the recommendation of the Board of Directors of the Company that the shareholders of the Company adopt this Agreement. The Board of Directors of the Company shall be permitted to (a) not recommend to the Company's shareholders that they give the Company Stockholders' Approval or (b) withdraw or modify in a manner adverse to Parent Merger Documentsits recommendation to the Company's shareholders that they give the Company Stockholders' Approval (including in connection with its recommendation of a Superior Company Transaction), but in either case only (x) if and to the extent that (i) a bona fide unsolicited written proposal for a Superior Company Transaction not subject to any financing condition is pending at such time from a person with sufficient financial resources to consummate such pending Superior Company Transaction and (ii) the Board of Directors of the Company determines in its good faith judgment that it is necessary to so fail to recommend, or to so withdraw or modify its recommendation, in order to comply with its fiduciary duties to shareholders under applicable law, which determination shall be based upon the advice of nationally recognized outside legal counsel, and (y) the Company and its Subsidiaries and other affiliates and their Representatives shall have complied with their obligations under Section 5.02 with respect to such Superior Company Transaction. "Superior Company Transaction" means any Company Alternative Transaction which (i) relates to 50% of the outstanding shares of Company Common Stock or all or substantially all of the assets of the Company and its Subsidiaries taken as a whole, (ii) recommend to its stockholders is not conditioned on the approval receipt of this Agreement and the Parent Merger Documents and the transactions contemplated hereby and thereby (the “Seller Recommendation”)financing, and (iii) use its best efforts to obtainis made by a person who the Board of Directors of the Company has reasonably concluded in good faith will have adequate financial resources to, as promptly as practicableand will not encounter significant regulatory obstacles in order to, consummate such approval; provided, however, Company Alternative Transaction and (iv) is on terms that the Board of Directors of Seller may fail to hold such Special Meetingthe Company determines in its good faith judgment, fail to make such recommendationtaking into account all relevant factors, or withdraw, modify or change any such recommendation, if such Board of Directors, after having consulted with and considered (including the advice of outside counsel, has determined in good faith that a financial advisor of nationally-recognized reputation and 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 of such directors under applicable law. The parties will reasonably cooperate in the preparation Company Alternative Transaction, including any break-up fees, expense reimbursement provisions and conditions to consummation) are more favorable and provide greater value to all of the Registration Statement. Promptly following approval of Company's stockholders 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 "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 MAI has received a Superior Proposal and identifying the Person or group making such Superior Proposal; and further provided, that --- ------- -------- nothing contained in this Agreement shall prevent the Board of Directors of MAI from complying with Rule 14e-2 under the 1934 Act with regard to hold such Special Meetingan Alternative Proposal. For purposes of this Agreement, fail "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 an independent reputable financial advisor, taking into account all the terms and conditions of the Alternative Proposal, including any break-up fees, expense reimbursement provisions and conditions to make such recommendationconsummation) are more favorable and provide greater value to all holders of MAI Common Stock than this Agreement and the Merger taken as a whole. (b) DHS shall, or withdraw, modify or change any such recommendation, if such through its Board of Directors, after having consulted duly call, give notice of, convene and hold a meeting of its stockholders (the "DHS Stockholders' Meeting" and, together with and considered the advice of outside counsel, has determined in good faith that the holding of such Special MAI Stockholders' Meeting, the making "Stockholders' Meetings") for the purpose of such recommendation or voting on (i) the failure to withdrawissuance of DHS Common Stock in the Merger (the "DHS Stockholders' Approval"), modify or and (ii) the name change such recommendation, either of DHS described in Section 5.02(a) (the "Name Change") as a result of an Acquisition Proposal that has not been withdrawn or otherwise, would constitute a breach of soon as reasonably practicable after the fiduciary duties of such directors under applicable lawdate hereof. The parties will reasonably cooperate in the preparation Board of the Registration Statement. Promptly following approval Directors of this Agreement and the Parent Merger Documents by DHS shall recommend that the stockholders of SellerDHS approve such issuances of DHS Common Stock, Seller, as the sole stockholder of Seller Subsidiary, will approve and consent to this Agreement and the Subsidiary Merger Documents in Name Change, and shall use its best efforts to obtain such capacity, whether at a meeting or by written consentapproval. (c) DHS and MAI shall coordinate and cooperate with respect to the timing of the Stockholders' Meetings and shall use their best efforts to cause the Stockholders' Meetings to be held on the same day and as soon as practicable after the date hereof.

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 DHS has received a Superior Proposal and identifying the Person or group making such Superior Proposal; and further provided, that nothing --- ------- -------- contained in this Agreement shall prevent the Board of Directors of DHS from complying with Rule 14e-2 under the 1934 Act with regard to hold such Special Meetingan Alternative Proposal. For purposes of this Agreement, fail "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 an independent reputable financial advisor, taking into account all the terms and conditions of the Alternative Proposal, including any break-up fees, expense reimbursement provisions and conditions to make such recommendationconsummation) are more favorable and provide greater value to all holders of DHS Common Stock than this Agreement and the Merger taken as a whole. (b) MAI shall, or withdraw, modify or change any such recommendation, if such through its Board of Directors, after having consulted duly call, give notice of, convene and hold a meeting of its stockholders (the "MAI Shareholders' Meeting" and, together with and considered the advice of outside counsel, has determined in good faith that the holding of such Special DHS Stockholders' Meeting, the making "Shareholders' Meetings") for the purpose of voting on the issuance of MAI Common Stock in the Merger (the "MAI Shareholders' Approval"), as soon as reasonably practicable after the date hereof. The Board of Directors of MAI shall recommend that the shareholders of MAI approve such recommendation or issuances of MAI Common Stock, and shall use its best efforts to obtain such approval. (c) DHS and MAI shall coordinate and cooperate with respect to 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 timing of the fiduciary duties of such directors under applicable lawShareholders' Meetings and shall use their best efforts to cause the Shareholders' Meetings to be held on the same day and as soon as practicable after the date hereof. 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.EXHIBIT 1

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 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.

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 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 DirectorsDirectors of TSG 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 TSG 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 TSG 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 consent.whole;