Common use of Stockholder Meetings Clause in Contracts

Stockholder Meetings. (a) i3 shall take all steps necessary to duly call, give notice of, convene and hold a meeting of its stockholders within 45 days after the Registration Statement becomes effective for the purpose of voting upon the approval of this Agreement and the Merger (the “i3 Special Meeting”). The Board of Directors of i3 shall recommend to i3’s stockholders approval of this Agreement, and the transactions contemplated hereby, including the Merger, together with any matters incident thereto (the “Recommendation”). Once the i3 Special Meeting has been called and noticed, i3 shall not postpone or adjourn the i3 Special Meeting without the consent of ACE*COMM. Subject to i3’s right, pursuant to Section 6.5, to withdraw or modify the Recommendation, i3 shall include in the notice of meeting a copy of the Recommendation. Notwithstanding the foregoing, i3 shall submit this Agreement for approval to i3’s stockholders whether or not the Board of Directors of i3 determines in accordance with Section 6.5 after the date hereof that this Agreement and the transactions contemplated herein are no longer advisable and recommends that the stockholders of i3 reject it. Subject to the provisions of Section 6.5, i3 shall use its reasonable best efforts to obtain from the stockholders of i3 the approval of this Agreement, and the transactions contemplated hereby, including the Merger, and shall take all other actions necessary or advisable to secure such approval. i3 shall notify ACE*COMM in writing whether such approval was obtained as promptly as practicable after i3 makes such determination.

Stockholder Meetings. (a) i3 Edify shall take all steps necessary to duly call, give notice of, convene and hold a meeting of its stockholders within 45 days after the Registration Statement becomes effective for the purpose of voting upon the approval of this Agreement and the Merger (the “i3 "Edify Special Meeting”"). The Board of Directors of i3 Edify shall recommend to i3’s Edify's stockholders approval of this Agreement, including the Merger, and the transactions contemplated hereby, including the Merger, together with any matters incident thereto (thereto, and shall oppose any third party proposal or other action that is inconsistent with this Agreement or the “Recommendation”). Once the i3 Special Meeting has been called and noticed, i3 shall not postpone or adjourn the i3 Special Meeting without the consent of ACE*COMM. Subject to i3’s right, pursuant to Section 6.5, to withdraw or modify the Recommendation, i3 shall include in the notice of meeting a copy consummation of the Recommendation. Notwithstanding the foregoingtransactions contemplated hereby, i3 shall submit this Agreement for approval to i3’s stockholders whether or not unless the Board of Directors of i3 determines Edify reasonably determines, following consultation with Edify's legal counsel, that to withdraw such recommendation or opposition, as the case may be, would be required in accordance with Section 6.5 the exercise of its fiduciary duties. (b) S1 shall take all steps necessary to duly call, give notice of, convene and hold a meeting of its stockholders within 45 days after the date hereof that this Agreement and Registration Statement becomes effective for the transactions contemplated herein are no longer advisable and recommends that the stockholders purpose of i3 reject it. Subject to the provisions of Section 6.5, i3 shall use its reasonable best efforts to obtain from the stockholders of i3 voting upon the approval of this Agreementthe S1 Issuance (the "S1 Special Meeting"). The Board of Directors of S1 shall recommend to S1's stockholders approval of the S1 Issuance. (c) Edify and S1 will coordinate and cooperate with respect to the timing of, calling, mailing notice and convening the Edify Special Meeting and the transactions contemplated hereby, including the Merger, and shall take all other actions necessary or advisable to secure such approval. i3 shall notify ACE*COMM in writing whether such approval was obtained as promptly as practicable after i3 makes such determinationS1 Special Meeting.

Stockholder Meetings. (a) i3 shall take all steps necessary to duly call, give notice of, convene and hold a meeting of its stockholders within 45 days after the Registration Statement becomes effective for the purpose of voting upon the approval of this Agreement and the Merger (the “i3 Special Meeting”). The Board of Directors of i3 shall recommend to i3’s stockholders approval of this Agreement, and the transactions contemplated hereby, including the Merger, together with any matters incident thereto (the “Recommendation”). Once the i3 Special Meeting has been called and noticed, i3 shall not postpone or adjourn the i3 Special Meeting without the consent of ACE*COMM. Subject to i3’s right, pursuant to Section 6.5, to withdraw or modify the Recommendation, i3 shall include in the notice of meeting a copy of the Recommendation. Notwithstanding the foregoing, i3 shall submit this Agreement for approval to i3’s stockholders whether or not the Board of Directors of i3 determines in accordance with Section 6.5 after the date hereof that this Agreement and the transactions contemplated herein are no longer advisable and recommends that the stockholders of i3 reject it. Subject to the provisions of Section 6.5, i3 shall use its reasonable best efforts to obtain from the stockholders of i3 the approval of this Agreement, and the transactions contemplated hereby, including the Merger, and shall take all other actions necessary or advisable to secure such approval. i3 shall notify ACE*COMM in writing whether such approval was obtained as promptly as practicable after i3 makes such determination. (b) ACE*COMM shall take all steps necessary to duly call, give notice of, convene and hold a meeting of its stockholders within 45 days after the Registration Statement becomes effective for the purpose of approving the ACE*COMM Issuance (the “ACE*COMM Special Meeting”). The Board of Directors of ACE*COMM shall recommend to ACE*COMM’s stockholders approval of the ACE*COMM Issuance. Once the ACE*COMM Special Meeting has been called and noticed, ACE*COMM shall not postpone or adjourn the ACE*COMM Special Meeting without the consent of i3. ACE*COMM shall use its reasonable best efforts to obtain from the stockholders of ACE*COMM the approval of the ACE*COMM Issuance and shall take all other actions necessary or advisable to secure such approval. ACE*COMM shall notify i3 in writing whether such approval was obtained as promptly as practicable after ACE*COMM Issuance makes such determination. (c) i3 and ACE*COMM will coordinate and cooperate with respect to the timing of, calling, mailing notice and convening the i3 Special Meeting and the ACE*COMM Special Meeting.

Stockholder Meetings. (a) i3 The Company shall as promptly as practicable following the date of this Agreement, (i) take all steps action necessary to duly call, give notice of, convene and hold a meeting of its stockholders within 45 days after the Registration Statement becomes effective Company Stockholders’ Meeting for the purpose of voting upon obtaining the approval of this Agreement by the Company stockholders in accordance with applicable Law, as promptly as reasonably practicable, after the SEC declares the Form S-4 effective; (ii) use commercially reasonable efforts to solicit the approval of this Agreement by the stockholders of the Company, and (iii) except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of this Agreement as permitted by Section 4.3(d), (e) or (f) hereof, include in the Joint Proxy Statement/Prospectus the recommendation of the Company Board that the stockholders of the Company approve this Agreement (the “Company Recommendation”). (b) Parent shall as promptly as practicable following the date of this Agreement, (i) take all action necessary to duly call, give notice of, convene and hold the Parent Stockholders’ Meeting for the purpose of obtaining the approval of this Agreement and the Merger amendment to the Certificate of Incorporation of Parent in a form set forth on Exhibit D by the Parent stockholders in accordance with applicable Law (the “i3 Special MeetingAmendment”). The Board of Directors of i3 shall recommend , as promptly as reasonably practicable, after the SEC declares the Form S-4 effective, (ii) use commercially reasonable efforts to i3’s stockholders solicit the approval of this Agreement, and the transactions contemplated hereby, including the Merger, together with any matters incident thereto (the “Recommendation”). Once the i3 Special Meeting has been called and noticed, i3 shall not postpone or adjourn the i3 Special Meeting without the consent of ACE*COMM. Subject to i3’s right, pursuant to Section 6.5, to withdraw or modify the Recommendation, i3 shall include in the notice of meeting a copy of the Recommendation. Notwithstanding the foregoing, i3 shall submit this Agreement for approval to i3’s stockholders whether or not the Board of Directors of i3 determines in accordance with Section 6.5 after the date hereof that this Agreement and the transactions contemplated herein are no longer advisable Amendment by the stockholders of Parent, and recommends (iii) except to the extent that the Parent Board shall have withdrawn or modified its approval or recommendation of this Agreement as permitted by Section 4.4(d), (e) or (f) hereof, include in the Joint Proxy Statement/Prospectus the recommendation of the Parent Board that the stockholders of i3 reject it. Subject to the provisions of Section 6.5, i3 shall use its reasonable best efforts to obtain from the stockholders of i3 the approval of Parent approve this Agreement, Agreement and the transactions contemplated hereby, including Amendment (the Merger, and shall take all other actions necessary or advisable to secure such approval. i3 shall notify ACE*COMM in writing whether such approval was obtained as promptly as practicable after i3 makes such determination“Parent Recommendation”).

Stockholder Meetings. (a) i3 OSI shall take all steps necessary to duly call, give notice of, convene and hold call a meeting of its stockholders (the "OSI Stockholders Meeting") to be held as promptly as practicable for the purpose of voting upon this Agreement and the Merger, and shall use its reasonable best efforts to cause such stockholders' meeting to be held within 45 forty-five (45) days after the Registration Statement becomes date on which the S-4 is declared effective by the SEC. OSI agrees that its obligations pursuant to the first sentence of this Section 5.4(a) shall not be affected by the commencement, public proposal, public disclosure or communication to OSI of any Acquisition Proposal (as 38 47 defined in Section 5.5). The OSI Board will recommend to its stockholders approval of this Agreement and the Merger and, except as permitted by Section 5.5(b), the OSI Board shall not withdraw, amend or modify in a manner adverse to Infinity such recommendation (or announce publicly its intention to do so). Notwithstanding the foregoing, regardless of whether the OSI Board has withdrawn, amended or modified its recommendation that its stockholders approve and adopt this Agreement and the Merger, unless this Agreement has been terminated pursuant to the provisions of Article 7, OSI shall be required to hold the OSI Stockholders Meeting. (b) Infinity shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the approval of this Agreement and the Merger (the “i3 Special Meeting”). The Board of Directors of i3 shall recommend to i3’s stockholders approval of this AgreementShare Issuance, and the transactions contemplated hereby, including the Merger, together with any matters incident thereto (the “Recommendation”). Once the i3 Special Meeting has been called and noticed, i3 shall not postpone or adjourn the i3 Special Meeting without the consent of ACE*COMM. Subject to i3’s right, pursuant to Section 6.5, to withdraw or modify the Recommendation, i3 shall include in the notice of meeting a copy of the Recommendation. Notwithstanding the foregoing, i3 shall submit this Agreement for approval to i3’s stockholders whether or not the Board of Directors of i3 determines in accordance with Section 6.5 after the date hereof that this Agreement and the transactions contemplated herein are no longer advisable and recommends that the stockholders of i3 reject it. Subject to the provisions of Section 6.5, i3 shall use its reasonable best efforts to obtain from cause such stockholders' meeting to be held within forty-five (45) days after the date on which the S-4 is declared effective by the SEC. The Board of Directors of Infinity will recommend to its stockholders of i3 the approval of this Agreement, the Share Issuance. (c) OSI and Infinity shall coordinate and cooperate with respect to the transactions contemplated hereby, including the Merger, timing of such stockholders' meetings and shall take all other actions necessary or advisable use their reasonable efforts to secure hold such approval. i3 shall notify ACE*COMM in writing whether such approval was obtained as promptly as practicable after i3 makes such determinationmeetings on the same day.