SED Stockholder Approval. As promptly as practicable after the approval of the Contemplated Transactions by all applicable Governmental Authorities, in accordance with SED’s constitution, applicable Law and this Agreement, SED shall submit the this Agreement and the transactions contemplated hereby to its stockholders for approval at the SED Stockholders’ Meeting with the recommendation that its stockholders approve this Agreement and the transactions contemplated hereby.
SED Stockholder Approval. The approval by the holders of SED common stock is the only vote of holders of any class of DSS capital stock necessary to adopt and approve this Agreement and the transactions contemplated hereby. The affirmative vote of Persons holding at least a majority of the issued and outstanding shares of SED common stock as of the record date for the SED Stockholders’ Meeting is the only vote of SED stockholders required to approve this Agreement and the transactions contemplated hereby. SED’s board of directors, by resolution duly adopted by the unanimous vote of the entire board of directors at a meeting duly called and held, has (i) determined that this Agreement and the transactions contemplated hereby are advisable and are in the best interests of SED and its stockholders, (ii) authorized and approved this Agreement and the transactions contemplated hereby, (iii) directed that the this Agreement and the transactions contemplated hereby be submitted for consideration at the SED Stockholders’ Meeting, and (iv) recommended that its stockholders approve the this Agreement and the transactions contemplated hereby.
