Voting Agreement; Stockholder Approval. Within ten (10) Business Days after the date hereof, Holdings will deliver to the Buyer a voting agreement, signed by Stockholders having the right to vote at least fifty-one percent (51%) of the outstanding Holdings Shares entitled to vote for the Merger, pursuant to which such Stockholders will agree to approve the Merger and this Agreement, agree to vote at a meeting all of their Holdings Shares entitled to vote thereon in favor of the Merger (or approve the Merger by written consent), agree, if this Agreement has not been terminated by its terms, not to vote any of their Holdings Shares in favor of any competing transaction involving the sale of Holdings, the Company and its Subsidiaries, and will waive any rights of appraisal under the DGCL. In addition, within ten (10) Business Days of the date hereof, Holdings will deliver its Stockholders either (i) a notice of a special meeting of Stockholders (which will take place no later than twenty-one (21) days after the delivery of such notice), at which the Stockholders will be asked to vote to approve the Merger, or (ii) a written consent in lieu of meeting by which the Stockholders will be asked to approve the Merger, together with notice to the Stockholders pursuant to ss.262(d)(2) of the DGCL that the Merger has been approved. Holdings will take all action necessary in accordance with Applicable Laws and its Certificate of Incorporation and Bylaws either to convene a meeting of its Stockholders to consider and vote upon the Merger and this Agreement or to obtain approval of its Stockholders by written consent in lieu of a meeting, and Holdings and its Board of Directors will take all lawful, reasonable actions to solicit, and use all reasonable efforts to obtain, such approval or consent from all of the Stockholders.
