Common use of Approval of Stockholders Clause in Contracts

Approval of Stockholders. As promptly as practicable after the execution of this Agreement, the Company will take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to convene a meeting of the Stockholders to consider and vote upon or to solicit consent in writing regarding the adoption and approval of this Agreement and the consummation of the transactions contemplated hereby, including without limitation, the delivery to the Stockholders of an information statement (the “Information Statement”) which shall not, on the date the Information Statement is mailed to Stockholders or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Information Statement shall be subject to review and reasonable approval by Parent and include information regarding the Company, the terms of the Merger and this Agreement and the unanimous recommendation of the Board of Directors of the Company in favor of the Merger and this Agreement and the transactions contemplated hereby. The Board of Directors of the Company has on the date of this Agreement unanimously adopted a resolution recommending that the Stockholders vote to adopt and approve the Merger and this Agreement and the consummation of the transactions contemplated herein. The Company will use commercially reasonable efforts to solicit from the Stockholders votes in favor of the proposal to adopt and approve the Merger and this Agreement and will take other commercially reasonable action reasonably necessary or advisable to secure a vote in favor of the Merger and the adoption and approval of this Agreement. Notwithstanding the foregoing, the Board of Directors of the Company may withhold, withdraw, amend or modify its recommendation (and, may recommend that its stockholders accept a Superior Proposal) (any of the foregoing actions, a “Change of Recommendation”), (a) if the Board of Directors of the Company has concluded in good faith, after consultation with its outside legal counsel that the Change of Recommendation is required in order for the Company’s Board of Directors to comply with its fiduciary duties under Applicable Law or (b) as a result of the Third Party Right. The Company shall also seek Stockholder approval of any payments of cash or stock that are described in Section 2.22 of the Disclosure Schedule that may be deemed to constitute “parachute payments” pursuant to Section 280G of the Code, such that all such payments will not be deemed to be “parachute payments” pursuant to Section 280G of the Code or shall be exempt from such treatment under such Section 280G or will not be made if not so approved.

Approval of Stockholders. As (a) Acquiror, acting through the Acquiror Board, shall take all actions in accordance with applicable law, its Certificate of Incorporation and Bylaws and the rules of The Nasdaq Stock Market, Inc. to promptly and duly call, give notice of, convene and hold as promptly as practicable after the execution declaration of effectiveness of the Registration Statement the Acquiror Meeting for the purpose of considering and voting upon the proposed issuance of Acquiror Common Stock in the Merger and related matters. The Acquiror Board shall recommend approval of the proposed issuance of Acquiror Common Stock in the Merger and related matters by the stockholders of Acquiror and include such recommendation in the Joint Proxy Statement/Prospectus and neither the Acquiror Board nor any committee thereof shall withdraw or modify, or propose or resolve to withdraw or modify in a manner adverse to the Company, the recommendation of the Acquiror Board that Acquiror's stockholders vote in favor of the proposed issuance of Acquiror Common Stock in the Merger and related matters. Acquiror shall take all action that is both reasonable and lawful to solicit from its stockholders proxies in favor of the proposed issuance of Acquiror Common Stock in the Merger and related matters and shall take all other action necessary or advisable to secure the vote or consent of the Acquiror stockholders required by the rules of The Nasdaq Stock Market, Inc. Notwithstanding anything to the contrary contained in this Agreement, after consultation with the Company, Acquiror may adjourn or postpone the Acquiror Meeting to the extent necessary (i) to ensure that any required supplement or amendment to the Joint Proxy Statement/Prospectus is provided to Acquiror's stockholders, (ii) to enable Acquiror to solicit additional votes in favor of the proposed issuance of Acquiror Common Stock in the Merger and related matters such that the required vote of the Acquiror stockholders is more likely to be received or (iii) if, as of the time for which the Acquiror Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus), there are insufficient shares of Acquiror Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Acquiror Meeting. (b) The Company, acting through the Company will Board, shall take all action necessary actions in accordance with the DGCL applicable law and its Certificate of Incorporation and Bylaws to promptly and duly call, give notice of, convene a meeting and hold as promptly as practicable after the declaration of effectiveness of the Stockholders to consider and vote upon or to solicit consent in writing regarding the adoption and approval of this Agreement and the consummation of the transactions contemplated hereby, including without limitationRegistration Statement, the delivery Company Meeting for the purpose of considering and voting upon the Merger. Subject to Section 7.3, to the Stockholders of an information statement (the “Information Statement”) which shall not, on the date the Information Statement is mailed to Stockholders or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Information Statement shall be subject to review and reasonable approval fullest extent permitted by Parent and include information regarding the Companyapplicable law, the terms Company Board shall recommend approval of the Merger by the stockholders of the Company and this Agreement include such recommendation in the Joint Proxy Statement/Prospectus and neither the unanimous Company Board nor any committee thereof shall withdraw or modify, or propose or resolve to withdraw or modify in a manner adverse to Acquiror, the recommendation of the Company Board of Directors that the Company's stockholders vote in favor of the Merger. The Company shall take all action that is both reasonable and lawful to solicit from its stockholders proxies in favor of the Merger and this Agreement and shall take all other action necessary or advisable to secure the transactions contemplated hereby. The Board vote or consent of Directors the stockholders of the Company has on the date of this Agreement unanimously adopted a resolution recommending that the Stockholders vote to adopt and approve the Merger and Merger. Notwithstanding anything to the contrary contained in this Agreement and Agreement, after consultation with Acquiror, the consummation of Company may adjourn or postpone the transactions contemplated herein. The Company will use commercially reasonable efforts Meeting to the extent necessary (i) to ensure that any required supplement or amendment to the Joint Proxy Statement/Prospectus is provided to the Company's stockholders, (ii) to enable the Company to solicit from the Stockholders additional votes in favor of the proposal to adopt and approve Merger such that the Merger and this Agreement and will take other commercially reasonable action reasonably necessary or advisable to secure a required vote in favor of the Merger and the adoption and approval of this Agreement. Notwithstanding the foregoing, the Board of Directors of the Company may withholdstockholders is likely to be received or (iii) if, withdraw, amend or modify its recommendation (and, may recommend that its stockholders accept a Superior Proposal) (any as of the foregoing actions, a “Change of Recommendation”time for which the Company Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock represented (aeither in person or by proxy) if to constitute a quorum necessary to conduct the Board of Directors business of the Company Meeting. (c) Acquiror and the Company shall call, give notice of, convene and hold the Acquiror Meeting and the Company Meeting, respectively, and shall take action to secure the vote or consent of the stockholders thereof in accordance with this Section 7.8 whether or not any actual, potential or purported Acquisition Proposal has concluded in good faithbeen commenced, after consultation with its outside legal counsel that the Change of Recommendation is required in order for disclosed, announced or submitted to Acquiror or the Company’s Board of Directors to comply with its fiduciary duties under Applicable Law or (b) , as a result of the Third Party Right. The Company shall also seek Stockholder approval of any payments of cash or stock that are described in Section 2.22 of the Disclosure Schedule that case may be deemed to constitute “parachute payments” pursuant to Section 280G of the Code, such that all such payments will not be deemed to be “parachute payments” pursuant to Section 280G of the Code or shall be exempt from such treatment under such Section 280G or will not be made if not so approvedbe.

Approval of Stockholders. As promptly as practicable after the execution of this Agreement, the The Company will shall take all action actions ------------------------ necessary in accordance with the DGCL MBCL and its Certificate Articles of Incorporation Organization and Bylaws bylaws to duly call, give notice of, convene and hold a meeting of or solicit written consents from its stockholders (including, if necessary, a separate meeting of or written consent from holders of each of the Stockholders Series A Preferred Stock and the Series B Preferred Stock) as promptly as practicable to consider and obtain their vote upon or to solicit written consent in writing regarding for the adoption and approval of this Agreement and the consummation transactions contemplated hereby (the "Stockholder Proceedings"). The stockholder vote or the written consents required for the adoption and approval of the transactions contemplated herebyby this Agreement shall be the vote required by the MBCL and the Company's Articles of Organization and bylaws. The Company will, including without limitationthrough the Company Board, recommend to its stockholders approval of such matters. The Company and Parent shall promptly prepare the Information Statement for the solicitation of a vote or the written consents of the holders of Shares approving the Merger, which shall include the recommendation of the Company Board that stockholders of the Company vote in favor of the approval and adoption of this Agreement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Information Statement, the delivery Company or Parent, as the case may be, will promptly inform the other of such occurrence and cooperate in preparing and mailing to stockholders of the Company, such amendment or supplement. Notwithstanding anything to the Stockholders of an information statement contrary contained in this Agreement, the Company may adjourn or postpone (i) the “Information Statement”) which shall not, on Stockholder Proceedings to the date extent necessary to ensure that any necessary supplement or amendment to the Information Statement is mailed provided to Stockholders or at the Effective Time, contain any untrue statement Company's stockholders in advance of a material fact vote or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light acceptance of the circumstances under which they were made, not misleading. The Information Statement shall be subject to review and reasonable approval by Parent and include information regarding the Company, the terms of written consents on the Merger and this Agreement and or (ii) the unanimous recommendation time for which the Stockholder Proceedings is originally scheduled (as set forth in the Information Statement), if there are insufficient Shares represented, either in person or by proxy, to constitute a quorum necessary to conduct the business of the Board of Directors of the Company Stockholder Proceedings. Parent shall use all reasonable efforts to obtain all necessary state securities law or "blue sky" permits and approvals required in favor of connection with the Merger and this Agreement and the transactions contemplated hereby. The Board of Directors of the Company has on the date of this Agreement unanimously adopted a resolution recommending that the Stockholders vote to adopt and approve the Merger and this Agreement and the consummation of the other transactions contemplated herein. The Company will use commercially reasonable efforts to solicit from the Stockholders votes in favor of the proposal to adopt and approve the Merger and by this Agreement and will take other commercially reasonable action reasonably necessary or advisable to secure a vote in favor of the Merger and the adoption and approval of this Agreement. Notwithstanding the foregoingpay all expenses incident thereto, the Board of Directors of provided that the Company may withholdshall cooperate with Parent in obtaining such permits and approvals as reasonably requested, withdraw, amend or modify its recommendation (and, may recommend that its stockholders accept a Superior Proposal) (any at the expense of the foregoing actions, a “Change of Recommendation”), (a) if the Board of Directors of the Company has concluded in good faith, after consultation with its outside legal counsel that the Change of Recommendation is required in order for the Company’s Board of Directors to comply with its fiduciary duties under Applicable Law or (b) as a result of the Third Party Right. The Company shall also seek Stockholder approval of any payments of cash or stock that are described in Section 2.22 of the Disclosure Schedule that may be deemed to constitute “parachute payments” pursuant to Section 280G of the Code, such that all such payments will not be deemed to be “parachute payments” pursuant to Section 280G of the Code or shall be exempt from such treatment under such Section 280G or will not be made if not so approvedParent.

Approval of Stockholders. As (a) Source shall use commercially reasonable efforts to promptly and duly call, give notice of, convene and hold as promptly as practicable after the execution declaration of this Agreement, the Company will take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to convene a meeting effectiveness of the Stockholders Registration Statement the Source Meeting for the purpose of considering and voting upon the Source Voting Proposal, among other things. Subject to consider Section 7.2, (i) the Source Board shall recommend approval and vote upon or to solicit consent in writing regarding the adoption and approval of this Agreement and the consummation of the transactions contemplated hereby, including without limitation, Source Voting Proposal by the delivery to the Stockholders stockholders of an information statement (the “Information Statement”) which shall not, on the date the Information Statement is mailed to Stockholders or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Information Statement shall be subject to review and reasonable approval by Parent Source and include information regarding such recommendation in the Proxy Statement/Prospectus and (ii) neither the Source Board nor any committee thereof shall withdraw or modify, or propose or resolve to withdraw or modify in a manner adverse to the Company, the terms of the Merger and this Agreement and the unanimous recommendation of the Source Board of Directors of the Company that Source's stockholders vote in favor of the Merger and this Agreement and the transactions contemplated herebySource Voting Proposal. The Board of Directors of the Company has on the date of this Agreement unanimously adopted a resolution recommending that the Stockholders vote Subject to adopt and approve the Merger and this Agreement and the consummation of the transactions contemplated herein. The Company will Section 7.2, Source shall use commercially reasonable efforts to solicit from the Stockholders votes its stockholders proxies in favor of the proposal Source Voting Proposal. Notwithstanding anything to adopt the contrary contained in this Agreement, after consultation with the Company, Source may adjourn or postpone the Source Meeting to the extent necessary (i) to ensure that any required supplement or amendment to the Proxy Statement/Prospectus is provided to Source's stockholders or (ii) if, as of the time for which the Source Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Source Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Source Meeting. (b) The Company shall use commercially reasonable efforts to promptly and duly call, give notice of, convene and hold as promptly as practicable after the declaration of effectiveness of the Registration Statement, the Company Meeting for the purpose of considering and voting upon the Company Voting Proposal (or seek the written consent of the stockholders of the Company to approve the Merger Company Voting Proposal). The Company Board shall recommend approval of the Company Voting Proposal by the stockholders of the Company and this Agreement include such recommendation in the Proxy Statement/Prospectus and will take other commercially reasonable action reasonably necessary neither the Company Board nor any committee thereof shall withdraw or advisable modify, or propose or resolve to secure withdraw or modify in a manner adverse to Source, the recommendation of the Company Board that the Company's stockholders vote in favor of the Merger and the adoption and approval of this AgreementCompany Voting Proposal. Notwithstanding the foregoing, the Board of Directors The Company shall use commercially reasonable efforts to solicit from its stockholders proxies or written consents in favor of the Company may withhold, withdraw, amend or modify its recommendation (and, may recommend that its stockholders accept a Superior Voting Proposal) (any of . Notwithstanding anything to the foregoing actions, a “Change of Recommendation”), (a) if the Board of Directors of the Company has concluded contrary contained in good faiththis Agreement, after consultation with its outside legal counsel Source, the Company may adjourn or postpone the Company Meeting to the extent necessary (i) to ensure that any required supplement or amendment to the Proxy Statement/Prospectus is provided to the Company's stockholders or (ii) if, as of the time for which the Company Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Meeting. (c) Source and the Company shall call, give notice of, convene and hold the Source Meeting and Company Meeting (or seek the written consent of the stockholders of the Company), respectively, in accordance with this Section 7.7 for the purpose of voting upon or approving the Source Voting Proposal and the Company Voting Proposal, respectively, and shall submit the Source Voting Proposal and the Company Voting Proposal, respectively, to their respective stockholders for the purpose of acting upon such proposal whether or not (i) the Source Board, at any time subsequent to the date hereof determines, in the manner permitted by Section 7.2(c), that this Agreement is no longer advisable or recommends that the Change stockholders of Recommendation is required in order for the Company’s Board of Directors to comply with its fiduciary duties under Applicable Law Source reject it, or (bii) as a result of the Third Party Right. The Company shall also seek Stockholder approval of any payments of cash actual, potential or stock that are described in Section 2.22 of the Disclosure Schedule that may be deemed purported Acquisition Proposal or Superior Proposal has been commenced, disclosed, announced or submitted to constitute “parachute payments” pursuant to Section 280G of the Code, such that all such payments will not be deemed to be “parachute payments” pursuant to Section 280G of the Code or shall be exempt from such treatment under such Section 280G or will not be made if not so approvedSource.

Approval of Stockholders. As (a) Acquiror, acting through the Acquiror Board, shall take all actions in accordance with applicable law, its Certificate of Incorporation and Bylaws and the rules of The Nasdaq Stock Market, Inc. to promptly and duly call, give notice of, convene and hold as promptly as practicable after the execution declaration of effectiveness of the Registration Statement the Acquiror Meeting for the purpose of considering and voting upon the proposed issuance of Acquiror Common Stock in the Merger and related matters. The Acquiror Board shall recommend approval of the proposed issuance of Acquiror Common Stock in the Merger and related matters by the stockholders of Acquiror and include such recommendation in the Joint Proxy Statement/Prospectus and neither the Acquiror Board nor any committee thereof shall withdraw or modify, or propose or resolve to withdraw or modify in a manner adverse to the Company, the recommendation of the Acquiror Board that Acquiror’s stockholders vote in favor of the proposed issuance of Acquiror Common Stock in the Merger and related matters. Acquiror shall take all action that is both reasonable and lawful to solicit from its stockholders proxies in favor of the proposed issuance of Acquiror Common Stock in the Merger and related matters and shall take all other action necessary or advisable to secure the vote or consent of the Acquiror stockholders required by the rules of The Nasdaq Stock Market, Inc. Notwithstanding anything to the contrary contained in this Agreement, after consultation with the Company, Acquiror may adjourn or postpone the Acquiror Meeting to the extent necessary (i) to ensure that any required supplement or amendment to the Joint Proxy Statement/Prospectus is provided to Acquiror’s stockholders, (ii) to enable Acquiror to solicit additional votes in favor of the proposed issuance of Acquiror Common Stock in the Merger and related matters such that the required vote of the Acquiror stockholders is more likely to be received or (iii) if, as of the time for which the Acquiror Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus), there are insufficient shares of Acquiror Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Acquiror Meeting. (b) The Company, acting through the Company will Board, shall take all action necessary actions in accordance with the DGCL applicable law and its Certificate of Incorporation and Bylaws to promptly and duly call, give notice of, convene a meeting and hold as promptly as practicable after the declaration of effectiveness of the Stockholders to consider and vote upon or to solicit consent in writing regarding the adoption and approval of this Agreement and the consummation of the transactions contemplated hereby, including without limitationRegistration Statement, the delivery Company Meeting for the purpose of considering and voting upon the Merger. Subject to Section 7.3, to the Stockholders of an information statement (the “Information Statement”) which shall not, on the date the Information Statement is mailed to Stockholders or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Information Statement shall be subject to review and reasonable approval fullest extent permitted by Parent and include information regarding the Companyapplicable law, the terms Company Board shall recommend approval of the Merger by the stockholders of the Company and this Agreement include such recommendation in the Joint Proxy Statement/Prospectus and neither the unanimous Company Board nor any committee thereof shall withdraw or modify, or propose or resolve to withdraw or modify in a manner adverse to Acquiror, the recommendation of the Company Board of Directors that the Company’s stockholders vote in favor of the Merger. The Company shall take all action that is both reasonable and lawful to solicit from its stockholders proxies in favor of the Merger and this Agreement and shall take all other action necessary or advisable to secure the transactions contemplated hereby. The Board vote or consent of Directors the stockholders of the Company has on the date of this Agreement unanimously adopted a resolution recommending that the Stockholders vote to adopt and approve the Merger and Merger. Notwithstanding anything to the contrary contained in this Agreement and Agreement, after consultation with Acquiror, the consummation of Company may adjourn or postpone the transactions contemplated herein. The Company will use commercially reasonable efforts Meeting to the extent necessary (i) to ensure that any required supplement or amendment to the Joint Proxy Statement/Prospectus is provided to the Company’s stockholders, (ii) to enable the Company to solicit from the Stockholders additional votes in favor of the proposal to adopt and approve Merger such that the Merger and this Agreement and will take other commercially reasonable action reasonably necessary or advisable to secure a required vote in favor of the Merger and the adoption and approval of this Agreement. Notwithstanding the foregoing, the Board of Directors of the Company may withholdstockholders is likely to be received or (iii) if, withdraw, amend or modify its recommendation (and, may recommend that its stockholders accept a Superior Proposal) (any as of the foregoing actions, a “Change of Recommendation”time for which the Company Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock represented (aeither in person or by proxy) if to constitute a quorum necessary to conduct the Board of Directors business of the Company Meeting. (c) Acquiror and the Company shall call, give notice of, convene and hold the Acquiror Meeting and the Company Meeting, respectively, and shall take action to secure the vote or consent of the stockholders thereof in accordance with this Section 7.8 whether or not any actual, potential or purported Acquisition Proposal has concluded in good faithbeen commenced, after consultation with its outside legal counsel that the Change of Recommendation is required in order for disclosed, announced or submitted to Acquiror or the Company’s Board of Directors to comply with its fiduciary duties under Applicable Law or (b) , as a result of the Third Party Right. The Company shall also seek Stockholder approval of any payments of cash or stock that are described in Section 2.22 of the Disclosure Schedule that case may be deemed to constitute “parachute payments” pursuant to Section 280G of the Code, such that all such payments will not be deemed to be “parachute payments” pursuant to Section 280G of the Code or shall be exempt from such treatment under such Section 280G or will not be made if not so approvedbe.

Approval of Stockholders. As promptly (a) Direct Connect shall, through it Board of Directors, duly call, give notice of, convene and hold a special meeting of the holders of Direct Connect Common Stock and the holders of Direct Connect convertible preferred stock, par value, $.001 per share (the "Convertible Preferred Stock") each of whom shall vote as practicable after a separate class (the execution "Direct Connect Stockholders' Meeting") for the purpose of voting on the (i) adoption of an amendment to Direct Connect's Certificate of Incorporation to (A) increase the number of authorized shares of Direct Connect Common Stock as contemplated by this Agreement, and (B) change the Company will take all action necessary in accordance with name of Direct Connect to Omnet Technology Holding, Inc., be effective on the DGCL Effective Time (the "Direct Connect Amendment"), (ii) ratify and its Certificate of Incorporation and Bylaws to convene a meeting of the Stockholders to consider and vote upon or to solicit consent in writing regarding the adoption and approval approve of this Agreement and the consummation of the any transactions contemplated hereby, including without limitation, the delivery to the Stockholders of an information statement by this Agreement (the “Information Statement”"Direct Connect Merger Proposal"), (iii) which elect new directors nominated by the Board of Directors, whose election shall not, on the date the Information Statement is mailed to Stockholders or at be effective as soon as reasonably practicable following the Effective Time, contain any untrue statement Time and (iv) amending the 1988 Incentive Stock Option Plan of Direct Connect or adopting a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Information Statement shall be subject to review and reasonable approval by Parent and include information regarding the Company, new stock option plan consistent with the terms of the Merger and this Agreement Company's 1998 Incentive Stock Option Plan. Subject to the exercise of fiduciary obligations under applicable law as advised by independent legal counsel and the unanimous Fairness Opinion, Direct Connect shall, through its Board of Directors, include in the Proxy Statement the recommendation of the Board of Directors of the Company in favor of the Merger and this Agreement and the transactions contemplated hereby. The Board of Directors of the Company has on the date of this Agreement unanimously adopted a resolution recommending Direct Connect that the Stockholders vote to adopt and approve the Merger and this Agreement and the consummation stockholders of the transactions contemplated herein. The Company will use commercially reasonable efforts to solicit from the Stockholders votes in favor of the proposal to adopt and approve the Merger and this Agreement and will take other commercially reasonable action reasonably necessary or advisable to secure a Direct Connect vote in favor of the Direct Connect Amendment, the Direct Connect Merger Proposal and the adoption and approval members of this Agreement. Notwithstanding the foregoing, the Board of Directors (the "Direct Connect Stockholders' Approval") and shall use its best efforts to obtain such adoption and approval. (b) Subject to the exercise of fiduciary obligations under applicable law as advised by independent counsel: (i) the Company shall, through its Board of Directors, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders' Meetings" and, together with the Direct Connect Stockholder's Meeting, the "Stockholders' Meetings") for the purpose of approving this Agreement and the approval of the Merger (the "The Company Merger Proposal") as soon as reasonably practicable after the date hereof; and (ii) the Company shall, through its Board of Directors, recommend that the stockholders of the Company may withhold, withdraw, amend or modify its recommendation (and, may recommend that its stockholders accept a Superior Proposal) (any of the foregoing actions, a “Change of Recommendation”), (a) if the Board of Directors vote in favor of the Company has concluded in good faithMerger Proposal (the "Company Stockholders' Approval"), after consultation with and shall use its outside legal counsel that best efforts to obtain such approval. In lieu of a meeting, the Change of Recommendation is required in order for Company may obtain the Company’s Board of Directors to comply with its fiduciary duties under Applicable Law or (b) as a result written consent of the Third Party Right. The shareholders of the Company to approve the Company Merger Proposal. (c) Direct Connect and the Company shall also seek Stockholder approval of any payments of cash or stock that are described in Section 2.22 coordinate and cooperate with respect to the timing of the Disclosure Schedule that may be deemed Stockholders' Meetings and shall use their best efforts to constitute “parachute payments” pursuant to Section 280G of cause the Code, such that all such payments will not be deemed Stockholders' Meetings to be “parachute payments” pursuant to Section 280G of held on the Code or shall be exempt from such treatment under such Section 280G or will not be made if not so approvedsame day and as soon as practicable after the date hereof.

Approval of Stockholders. As promptly as practicable (i) Promptly after the execution of this Agreementdate hereof, the Company Parent will take all action necessary in accordance with the DGCL Exchange Act, Arizona Law and its Certificate of Incorporation the Parent Charter Documents to call, give notice of, hold and Bylaws to convene a meeting of the Parent Stockholders to consider and be held as promptly as practicable after the date hereof (the "PARENT STOCKHOLDERS' MEETING"), to vote upon or to solicit consent in writing regarding on the adoption and approval of this Agreement and the consummation of the transactions contemplated hereby, including without limitation, the delivery to the Stockholders of an information statement (the “Information Statement”) which shall not, on the date the Information Statement is mailed to Stockholders or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Information Statement shall be subject to review and reasonable approval by Parent and include information regarding the Company, the terms of the Merger and this Agreement and the unanimous recommendation of the Board of Directors of the Company in favor of the Merger and this Agreement and the transactions contemplated hereby. The Board of Directors of the Company has on the date Proxy/Information Statement shall specify that adoption of this Agreement unanimously adopted a resolution recommending that shall constitute approval by the Parent Stockholders vote to adopt and approve of: (A) the Reincorporation Merger, (B) the Merger and this Agreement the issuance of the Merger Stock to the Company Stockholders, (C) the Parent Escrow and all other provisions of Article IX hereof and the consummation deposit of the transactions contemplated hereinParent Escrow Amount into the Parent Escrow Fund and (D) the appointment of the Parent Stockholder Representative. The Company Parent will use commercially reasonable its best efforts to solicit from the Stockholders votes its stockholders proxies in favor of the proposal to adopt approval and approve the Merger and adoption of this Agreement and will take all other commercially reasonable action reasonably necessary or advisable to secure the vote or consent of the Parent Stockholders to obtain such approval and to enable the Closing to occur as promptly as practicable after the date hereof (the "PARENT STOCKHOLDERS' APPROVAL"). Notwithstanding anything to the contrary contained in this Agreement, Parent may adjourn or postpone the Parent Stockholders' Meeting to the extent necessary, if as of the time for which the Parent Stockholders' Meeting is originally scheduled there are insufficient shares of Parent Capital Stock represented (either in person or by proxy) to constitute a vote quorum necessary to conduct the business of the Parent Stockholders' Meeting. Parent shall ensure that the Parent Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with the Parent Stockholders' Meeting are solicited in compliance with any applicable rules and regulations promulgated by the SEC and Arizona Law, the Parent Charter Documents and all other applicable Legal Requirements. (ii) Concurrent with the mailing of the Proxy/Information Statement to the Parent Stockholders, the Company shall submit this Agreement and the transactions contemplated hereby to the Company Stockholders for approval and adoption as provided by Delaware Law, California Law and the Company Charter Documents. The Proxy/Information Statement shall specify that adoption of this Agreement shall constitute approval by the Company Stockholders of: (A) the Merger, (B) the Company Escrow and all other provisions of Article IX hereof and the deposit of the Company Escrow Amount into the Company Escrow Fund and (C) the appointment of the Company Stockholder Representative. Parent will use its best efforts to solicit from its stockholders proxies in favor of the Merger approval and the adoption and approval of this Agreement. Notwithstanding Agreement and will take all other action necessary or advisable to secure the foregoing, vote or consent of the Board of Directors Parent Stockholders to obtain such approval and to enable the Closing to occur as promptly as practicable after the date hereof (the "PARENT STOCKHOLDERS' APPROVAL"). (iii) The Company will use its best efforts to solicit and obtain the written consent of the Company may withhold, withdraw, amend Stockholders to approve this Agreement and the transactions contemplated hereby and will take all other action necessary or modify its recommendation (and, may recommend that its stockholders accept a Superior Proposal) (any of advisable to secure the foregoing actions, a “Change of Recommendation”), (a) if the Board of Directors vote or consent of the Company has concluded Stockholders to obtain such approval and to enable the Closing to occur as promptly as practicable after the date hereof (the "COMPANY STOCKHOLDERS' APPROVAL"). (iv) Parent, as the sole stockholder of Merger Sub, shall take all action necessary to cause the Merger Sub to approve this Agreement and the transactions contemplated hereby in good faith, after consultation accordance with its outside legal counsel that the Change of Recommendation is required in order for the Company’s Board of Directors to comply with its fiduciary duties under Applicable Law or (b) as a result of the Third Party Right. The Company shall also seek Stockholder approval of any payments of cash or stock that are described in Section 2.22 of the Disclosure Schedule that may be deemed to constitute “parachute payments” pursuant to Section 280G of the Code, such that all such payments will not be deemed to be “parachute payments” pursuant to Section 280G of the Code or shall be exempt from such treatment under such Section 280G or will not be made if not so approvedDelaware Law.