Common use of Stockholder Approvals; Board of Directors’ Recommendations Clause in Contracts

Stockholder Approvals; Board of Directors’ Recommendations. Meetings of the stockholders of MHHI and of ADCI shall be held in accordance with the General Corporation Law of the State of Delaware. Subject to its fiduciary duty to stockholders, the Board of Directors of MHHI shall recommend to its stockholders that this Agreement, the Merger, and the other transactions contemplated hereby be adopted and approved. Subject to its fiduciary duty to stockholders, the Board of Directors of ADCI shall recommend to its stockholders that this Agreement, the Merger, and the other transactions contemplated hereby be adopted and approved. Approval of this Agreement, the Merger, and the other transactions contemplated hereby may be approved by written consent of the stockholders holding a majority of the voting power of MHHI and ADCI. MHHI, as the sole stockholder of Acquisition, shall, prior to the Effective Time, vote all shares of capital stock of Acquisition in favor of the adoption and approval of this Agreement, the Merger, and the other transactions contemplated hereby.

Stockholder Approvals; Board of Directors’ Recommendations. Meetings of the stockholders of MHHI Acquisition and of ADCI Intellicell have been or shall be held in accordance with the General Corporation Law law of their respective jurisdiction of incorporation (or actions by written consent in lieu of a meeting of stockholders shall be executed in accordance with the law of their respective jurisdiction of incorporation) as promptly as possible, after requisite prior written notice thereof to the stockholders of the State respective corporations in the case of Delaware. Subject to its fiduciary duty to a meeting of stockholders, in each case, among other things, to consider and vote upon the Board of Directors of MHHI shall recommend to its stockholders that this Agreement, the Merger, adoption and the other transactions contemplated hereby be adopted and approved. Subject to its fiduciary duty to stockholders, the Board of Directors of ADCI shall recommend to its stockholders that this Agreement, the Merger, and the other transactions contemplated hereby be adopted and approved. Approval approval of this Agreement, the Merger, and the other transactions contemplated hereby may be approved by written consent of the stockholders holding a majority of the voting power of MHHI and ADCIthis Agreement. MHHIMEG, as the sole stockholder of Acquisition, shall, prior to the Effective Time, vote all shares of capital stock of Acquisition in favor of the adoption and approval of this Agreement, the Merger, and the other transactions contemplated hereby. If a meeting of stockholders of MEG shall be required, subject to its fiduciary duty to stockholders, and/or the stockholders of MEG are required to approve the Merger, the Board of Directors of MEG shall recommend to its stockholders that this Agreement, the Merger, and the other transactions contemplated hereby be adopted and approved.

Stockholder Approvals; Board of Directors’ Recommendations. Meetings of the stockholders of MHHI Acquisition and of ADCI OncoVista shall be held in accordance with the General Corporation Law law of their respective jurisdiction of incorporation (or actions by written consent in lieu of a meeting of stockholders shall be executed in accordance with the law of their respective jurisdiction of incorporation) as promptly as possible, after at least 10 days’ prior written notice thereof to the stockholders of the State respective corporations in the case of Delaware. Subject to its fiduciary duty to a meeting of stockholders, in each case, among other things, to consider and vote upon the Board of Directors of MHHI shall recommend to its stockholders that this Agreement, the Merger, adoption and the other transactions contemplated hereby be adopted and approved. Subject to its fiduciary duty to stockholders, the Board of Directors of ADCI shall recommend to its stockholders that this Agreement, the Merger, and the other transactions contemplated hereby be adopted and approved. Approval approval of this Agreement, the Merger, and the other transactions contemplated hereby may be approved by written consent of the stockholders holding a majority of the voting power of MHHI and ADCIthis Agreement. MHHIAVUG, as the sole stockholder of Acquisition, shall, prior to the Effective Time, vote all shares of capital stock of Acquisition in favor of the adoption and approval of this Agreement, the Merger, and the other transactions contemplated hereby. In the event that the stockholders of AVUG are required to approve the Merger, subject to Section 2.03 hereof and its fiduciary duty to stockholders, the Board of Directors of AVUG shall recommend to its stockholders that this Agreement, the Merger, and the other transactions contemplated hereby be adopted and approved.