Stockholder Approval; Voting. Seller, acting through its Board of Directors (the "Board"), shall, unless there exists a Superior Takeover Proposal, as soon as practicable after the date hereof (i) duly call, prepare (in cooperation with Buyer) and give written notice of, convene and hold a special meeting of its stockholders (the "Stockholders' Meeting") for the purpose of considering and taking action upon this Agreement and all transactions contemplated hereby; (ii) include in such written notice of the Stockholders' Meeting the recommendation of the Board that the stockholders of Seller vote in favor of the approval and adoption of this Agreement and all transactions contemplated hereby, unless the Board has determined, in accordance with Section 5.6, that there exists a Superior Takeover Proposal, in which case the Board may recommend that the stockholders of Seller vote against the approval and adoption of this Agreement and all transactions contemplated hereby; (iii) distribute to its stockholders the definitive proxy materials with respect to the sale of the Assets in accordance with Regulation 14A under the Exchange Act, other applicable federal and state laws, (the "Proxy Materials") and (iv), use its reasonable efforts to obtain the necessary approvals by Seller's stockholders of this Agreement and all transactions contemplated hereby. Contemporaneously herewith, each of Rollins Investment Fund and Rxxxxxx Holding Compxxx, Xnc., has executed an agreement whereby each of them has agreed to vote or cause to be voted at the Stockholders' Meeting all shares of capital stock respectively beneficially owned by them in favor of the transactions contemplated by this Agreement unless there exists a Superior Takeover Proposal.
Stockholder Approval; Voting. 11 1.6 Closing. ..................................................... 12 1.7
Stockholder Approval; Voting. Each Investor hereby agrees that it will vote all of the shares of outstanding Common Stock and Preferred Stock beneficially owned by it in favor of the Stockholder Proposal at the Special Meeting.
