Common use of Meeting of the Company Stockholders Clause in Contracts

Meeting of the Company Stockholders. (a) Promptly after the date hereof, the Company will take all action necessary in accordance with Nevada Law and its Articles of Incorporation and ByLaws to convene a meeting of the Company's stockholders to consider adoption and approval of this Agreement and approval of the Merger (the "Company Stockholders' Meeting") to be held as promptly as practicable, and in any event (to the extent permissible under applicable Law) within 45 days after the declaration of effectiveness of the Registration Statement. Subject to Section 6.02(c) hereof, the Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by Nevada Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to the Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of the Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company's Stockholders' Meeting. The Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with Nevada Law, the Company's Articles of Incorporation and By-Laws, and all other applicable Laws. The Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 6.02(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of the Company with respect to the Merger and/or this Agreement.

Meeting of the Company Stockholders. (a) Promptly after the date hereof, the The Company will shall take all action necessary customary actions in accordance with Nevada Law applicable law and its Articles of Incorporation and ByLaws to convene a meeting of the Company's stockholders to consider adoption and approval of this Agreement and approval of the Merger (the "Company Stockholders' Meeting") to be held as promptly as practicable, and in any event (to the extent permissible under applicable Law) within 45 days after the declaration of effectiveness of the Registration Statement. Subject to Section 6.02(c) hereof, the Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by Nevada Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to the Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of the Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company's Stockholders' Meeting. The Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with Nevada Law, the Company's Articles Certificate of Incorporation and By-LawsLaws to seek (i) stockholder approval by the holders of a majority of the outstanding shares of Common Stock at the annual meeting of stockholders to be held on or before June 30, 1998 (the "Annual Meeting") of the issuance and sale of the Shares and the issuance of the Underlying Shares as contemplated hereby; (ii) the election at or immediately following the Annual Meeting of a Board of Directors consisting of a total of five members (or seven members if requested in writing by the Purchasers prior to the filing with the Securities and Exchange Commission of proxy materials in respect of the Annual Meeting) meeting the requirement (the "Board Composition Requirement") that one of such members shall be designated by Lee H. Stein, one of such members shall be designated by Paymentech Mercxxxx Xxxxxxxs, Inc. and the remaining members shall be designated by the Purchasers, acting jointly, and all other applicable Laws. The (iii) stockholder approval of an amendment of the Company's obligation Certificate of Incorporation to calleliminate the classification of the Board of Directors so that, give notice offollowing such amendment, convene and hold the Company Stockholders' Meeting entire Board of Directors shall be elected at each annual meeting of stockholders. Subject to the exceptions hereinafter set forth in accordance with this Section 6.02(a) shall not be limited to or otherwise affected by the commencement4(c), disclosure, announcement or submission to the Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of the Company shall recommend such approval and the Company shall solicit such approval in accordance with its customary practices. The proxy statement soliciting proxies in connection with such meeting shall not be filed, and no amendment or supplement to the proxy statement will be made by the Company, without prior consultation with the Purchasers and their counsel. Notwithstanding any other provision of this Agreement, prior to the approval of this Agreement by the stockholders of the Company, if a Superior Offer (as hereinafter defined) is made to the Company and is not withdrawn, the Board of Directors of the Company may, in light of the Superior Offer, to the extent it determines in good faith, after consultation with outside legal counsel, that it is required to do so in order to comply with its fiduciary duties to the Company's stockholders under applicable law, withdraw or modify its approval or recommendation of this Agreement and the transactions contemplated hereby and/or approve or recommend such Superior Offer, in each case at any time after the fourth business day following written notice by the Company to the Purchasers advising the Purchasers that the Board of Directors has received a Superior Offer and specifying the material terms and structure of the Superior Offer (a "Notice of Superior Offer"). In addition, if the Board of Directors proposes to withdraw or adversely modify its approval or recommendation of the transactions contemplated hereby or to approve or recommend a Superior Offer, the Company shall make effective provision to ensure that there shall be cash available to pay the Termination Fee (as defined in Section 8(f)) within the time period and in the manner provided in Section 8(f). In such event, the Company may refrain from soliciting proxies from its stockholders with respect to this Agreement and the transactions contemplated thereby, in which event, however, the Company shall, subject to compliance with applicable law, include in the proxy statement mailed by the Company to its stockholders with respect to the Merger and/or this Agreementmeeting at which the Superior Offer is to be considered by stockholders, proxy materials that have been prepared by the Purchasers. Nothing contained herein shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14d-9(e) under the Exchange Act prior to the fourth business day following Purchaser's receipt of a Notice of Superior Offer, provided that the Company does not withdraw or modify its position with respect to the transactions contemplated hereby or approve or recommend an Alternative Transaction.

Meeting of the Company Stockholders. (a) Promptly after the date hereof, the The Company will shall take all action necessary customary actions in accordance with Nevada Law applicable law and its Articles of Incorporation and ByLaws to convene a meeting of the Company's stockholders to consider adoption and approval of this Agreement and approval of the Merger (the "Company Stockholders' Meeting") to be held as promptly as practicable, and in any event (to the extent permissible under applicable Law) within 45 days after the declaration of effectiveness of the Registration Statement. Subject to Section 6.02(c) hereof, the Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by Nevada Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to the Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of the Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company's Stockholders' Meeting. The Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with Nevada Law, the Company's Articles Certificate of Incorporation and By-LawsLaws to seek (i) stockholder approval by the holders of a majority of the outstanding shares of Common Stock at the annual meeting of stockholders to be held on or before June 30, 1998 (the "Annual Meeting") of the issuance and sale of the Shares and the issuance of the Underlying Shares as contemplated hereby; (ii) the election at or immediately following the Annual Meeting of a Board of Directors consisting of a total of five members (or seven members if requested in writing by the Purchasers prior to the filing with the Securities and Exchange Commission of proxy materials in respect of the Annual Meeting) meeting the requirement (the "Board Composition Requirement") that one of such members shall be designated by Lee X. Xxxxx, xxe of such members shall be designated by Paymentech Merchant Services, Inc. and the remaining members shall be designated by the Purchasers, acting jointly, and all other applicable Laws. The (iii) stockholder approval of an amendment of the Company's obligation Certificate of Incorporation to calleliminate the classification of the Board of Directors so that, give notice offollowing such amendment, convene and hold the Company Stockholders' Meeting entire Board of Directors shall be elected at each annual meeting of stockholders. Subject to the exceptions hereinafter set forth in accordance with this Section 6.02(a) shall not be limited to or otherwise affected by the commencement4(c), disclosure, announcement or submission to the Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of the Company shall recommend such approval and the Company shall solicit such approval in accordance with respect its customary practices. The proxy statement soliciting proxies in connection with such meeting shall not be filed, and no amendment or supplement to the Merger and/or proxy statement will be made by the Company, without prior consultation with the Purchasers and their counsel. Notwithstanding any other provision of this Agreement., prior to the approval of this Agreement by the stockholders of the Company, if a Superior Offer (as hereinafter defined) is made to the Company and is not withdrawn, the Board of Directors of the Company may, in light of the Superior Offer, to the extent it determines in good faith, after consultation with outside legal counsel, that it is required to do so in order to comply with its fiduciary duties to the Company's stockholders under applicable law, withdraw or modify its approval or recommendation of this Agreement and the transactions contemplated hereby and/or approve or recommend such Superior Offer, in each case at any time after the fourth business day following written notice by the Company to the Purchasers advising the Purchasers that the Board of

Meeting of the Company Stockholders. (a) Promptly after the date hereof, the Company will take all action necessary in accordance with Nevada Law the Delaware Law, the California Corporations Code ("California Law") and its Articles Certificate of Incorporation and ByLaws Bylaws to call, notice, convene a meeting of and hold the Company's stockholders to consider adoption and approval of this Agreement and approval of the Merger (the "Company Stockholders' Meeting") Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable Lawlaw) within 45 no more than ten (10) days after the declaration California Commissioner of effectiveness Corporations has issued a permit declaring the Permit Application, Hearing Request and Hearing Notice with respect to the Merger effective, for the purpose of voting upon approval of this Agreement and the Registration StatementMerger. Subject to Section 6.02(c) hereof, the The Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger Merger, and will use its commercially reasonable efforts to take all other action necessary or advisable to secure the vote or consent of its stockholders required by Nevada the rules of California Law and Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to the Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of the Company Common Capital Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company's Company Stockholders' Meeting. The Company shall will use its commercially reasonable efforts to ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, solicited in compliance with Nevada the Delaware Law, the Company's Articles California Law, its Certificate of Incorporation and By-LawsBylaws, and all other applicable Lawslegal requirements. The Company's obligation to call, give notice of, convene convene, hold and hold conduct the Company Stockholders' Meeting in accordance with this Section 6.02(a5.3(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposalproposal by a third party to acquire the Company, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of the Company with respect to the Merger and/or Company Stockholders to approve this AgreementAgreement and the Merger.