Common use of Affirmative Vote Clause in Contracts

Affirmative Vote. Shareholder, in its capacity as a holder of USMX Shares or as a representative with the authority to vote USMX Shares, shall vote (or appoint proxies who will vote), and shall use its best efforts to cause all of its affiliates with authority to vote USMX Shares to vote, all of the USMX Shares that it owns or they own, or over which it controls or they control voting power, as of the record date for the Shareholders' Meeting (a) in favor of the approval, consent, and ratification of the Merger Agreement and the Merger and (b) against any action which would impede, interfere, or discourage the Merger or result in any breach of representation, warranty, covenant, or agreement of USMX under the Merger Agreement; provided, however, Shareholder shall have no obligation with respect to voting USMX Shares if (a) the Board of Directors of USMX recommends that their respective shareholders vote against that Merger or (b) the opinion of Coopers & ▇▇▇▇▇▇▇ L.L.P. delivered pursuant to Section 10.8 of the Merger Agreement, based on the appropriate representations of Dakota, Merger Corp, and USMX, and provided that U.S. holders of USMX Shares enter into gain recognition agreements with the Internal Revenue Service where appropriate, does not conclude that no gain or loss should be recognized by the U.S. holders of USMX Shares upon their receipt of Dakota Shares in exchange for their USMX Shares; and provided further that this agreement to vote shall immediately terminate on the earliest to occur of termination of the Letter of Intent (other than by execution of the Merger Agreement), or termination of the Merger Agreement, or June 1, 1997.