Common use of Voting Requirement Clause in Contracts

Voting Requirement. (a) During the term of this Agreement and while the exemption pursuant to Section 280G(b)(5)(A) of the Code is available, each Stockholder shall vote all of his Stockholder Shares and any other voting securities of the Company over which such Stockholder has voting control and shall take all other necessary or desirable actions within his control, and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling a special stockholder meeting for such purpose, preparing and distributing appropriate disclosure documents in connection therewith and recommending that the Stockholders approve all proposals related thereto) to approve any payment or benefit to be received by Bajaj or Xxxxxxxxxx in connection with a "change in ownership or control" (as such term is defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "CODE")), (a "CHANGE OF CONTROL") of the Company or DigitalNet, under the Senior Management Agreements, including, without limitation, any severance payment and the vesting of any unvested securities of the Company (the "PAYMENT PROVISIONS"). (b) Promptly following the execution of this Agreement, (i) the Company will prepare and distribute to the Stockholders a disclosure document describing the Payment Provisions relating to Bajaj and Xxxxxxxxxx in all material respects and requesting the Stockholders' approval thereof (the "2001 CONSENT REQUEST") and (ii) the Stockholders agree to vote in favor of, or consent to, the 2001 Consent Request. (c) The Company shall condition the issuance of any of the voting securities of the Company (including, without limitation, any voting securities issuable upon conversion or exchange of other securities of the Company, or upon the exercise of rights or options to purchase voting securities of the Company) on the recipient of such securities executing and delivering to the Company an agreement to be bound by the provisions of SECTION 7(a) of this Agreement or another agreement containing in form and in substance the requirements of SECTION 7(a) hereof. (d) If, in order to meet the requirements of Section 280G of the Code, the vote of the Company is necessary, the Company will vote any voting securities of DigitalNet or any other Affiliate of the Company to approve any payment or benefit to be received by Bajaj or Xxxxxxxxxx in connection with a Change of Control under the Senior Management Agreements, including, without limitation, any severance payment and the vesting of any unvested securities of the Company. (e) DigitalNet shall condition the issuance of any of the voting securities of DigitalNet (including, without limitation, any voting securities issuable upon conversion or exchange of other securities of DigitalNet, or upon the exercise of rights or options to purchase voting securities of DigitalNet) on the recipient of such securities executing and delivering to DigitalNet an agreement to be bound by the provisions of SECTION 7(a) of this Agreement or another agreement containing in form and in substance the requirements of SECTION 7(a) hereof. (f) The Company shall cause each subsidiary that it directly or indirectly controls (each, a "NEW SUBSIDIARY") (other than DigitalNet, which is covered by SECTION 7(e) above), to execute and deliver to the Company, Bajaj and Xxxxxxxxxx an agreement containing provisions substantially identical to those in SECTION 7(e) above, other than appropriate changes to reflect that such agreement is being made by the New Subsidiary and not by DigitalNet.