Provisions Concerning Common Stock. (a) The Stockholder hereby agrees that during the period described in clause (b) below, at any meeting of the holders of Common Stock of the Company, however called, or in connection with any written consent of the holders of Common Stock of the Company, the Stockholder shall vote (or cause to be voted) the Shares of Common Stock of the Company, (i) in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof; (ii) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (iii) except as otherwise agreed to in writing in advance by Cordiant, against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries; (B) a sale, lease or transfer of a material amount of assets of the Company or its Subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or its Subsidiaries; (C) any change in a majority of the persons who constitute the board of directors of the Company; (D) any change in the present capitalization of the Company or any amendment of the Company's Certificate of Incorporation or Bylaws; (E) any other material change in the Company's corporate structure or business; or (F) any other action involving the Company or its Subsidiaries which is intended, or could reasonably be expected, to materially impede, interfere with, delay, postpone, or materially adversely affect the Merger and the transactions contemplated by this Agreement and the Merger Agreement. The Stockholder shall not enter into any agreement or understanding with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 2.
Provisions Concerning Common Stock. (a) Provided that the transactions contemplated by the Share Exchange Agreement have been consummated, each Stockholder agrees, severally and not jointly and solely in his capacity as a shareholder of the Company and not as a director of the Company, to vote (in the case of Shares for which the Stockholder has exclusive voting power) the Shares Beneficially Owned by such Stockholder, whether heretofore owned or hereafter acquired, at any meeting of shareholders or by consensual action of shareholders for the election or removal of (if such director has been designated by the Sellers for removal) of a designee of the Sellers to the Company's board of directors, which designee shall be subject to the reasonable approval of the Stockholders acting jointly, it being understood that the sole reason for not approving such designee shall be that such designee is then actively involved in a business which competes with the Company or Allstate or that the Company would be required to make disclosure under Rule 401(d) of Regulation S-B with respect to such designee. The obligation of the Stockholders pursuant to this section shall extend until the earlier to occur of (i) the fifth anniversary of the Closing Date or (ii) the date when the Sellers own in the aggregate less than 15% of the Company's then issued and outstanding common stock. Any director designation hereunder shall be in writing and signed by the holders of more than 50% of the shares of the Company Common Stock then held by the Sellers. For purposes of this Agreement, "
Provisions Concerning Common Stock. Concurrently with this Agreement, each Stockholder has duly executed and delivered an irrevocable proxy in the form attached as Exhibit A hereto (the “Irrevocable Proxy”) appointing Purchaser and any of its authorized Representatives as such Stockholder’s proxy with the power to vote, at any meeting of stockholders of the Company, however called, or in any other circumstance upon which the vote or other approval of holders of Common Stock is sought, all of such Stockholder’s Owned Shares and Proxy Shares: (i) in favor of the Merger, the adoption of the Merger Agreement and each other action contemplated by the Merger Agreement and any actions required in furtherance hereof or thereof and (ii) against the adoption of any Acquisition Proposal. In addition to the other covenants and agreements of such Stockholder provided for elsewhere in this Agreement, from the execution of this Agreement until the first to occur of the Effective Time or the Termination Date, none of the Stockholders shall amend, waive, cancel or terminate the Securityholders’ Agreement or enter into any agreement, arrangement or understanding with any Person or entity to refrain from taking any of the actions described in clause (i) or (ii) of the foregoing sentence, or the effect of which would be inconsistent with or violate the provisions and agreements contained in this Section 4, in any case without the prior written consent of Purchaser.
Provisions Concerning Common Stock
