Common use of Agreement to Vote and Approve Clause in Contracts

Agreement to Vote and Approve. Each Stockholder irrevocably and unconditionally agrees during the term of this Agreement, at any annual or special meeting of the Company called with respect to the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Company stockholders with respect to any of the following matters, to appear at any such meeting or otherwise cause the applicable Shares to be counted as present thereat for purpose of establishing a quorum and vote or cause the holder of record to vote the Shares at such meeting (i) in favor of (1) adoption of the Transaction Agreement and approval of any other matters necessary for consummation of the Transactions, including the Merger and (2) any proposal to adjourn or postpone such meeting of stockholders of the Company to a later date if there are not sufficient votes to approve the Transactions, including the Merger; and (ii) against (1) any Company Competing Proposal or any of the transactions contemplated thereby, (2) any action, proposal, transaction, or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Transaction Agreement or of such Stockholder under this Agreement, and (3) any action, proposal, transaction, or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect, or inhibit the timely consummation of the Transactions, including the Merger, or the fulfillment of the Isla Parties’ conditions under the Transaction Agreement or change in any manner the voting rights of any class of shares of the Company (including any amendments to the Company’s Organizational Documents). Any attempt by any Stockholder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of), any Shares in contravention of this Section 3(a) shall be null and void ab initio.

Agreement to Vote and Approve. Each Stockholder irrevocably and unconditionally agrees during the term of this Agreement, at any annual or special meeting of the Company Parent called with respect to the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent or consents of the Company Parent stockholders with respect to any of the following matters, to appear at any such meeting or otherwise cause the applicable Shares to be counted as present thereat for purpose of establishing a quorum and vote or cause the holder of record to vote the Shares at such meeting Shares: (i) in favor of (1) adoption of the Transaction Merger Agreement and approval of any the Parent Stock Issuance and the other matters necessary for consummation of the Transactions, including transactions contemplated by the Merger Agreement, and (2) any proposal to adjourn or postpone such meeting of stockholders of the Company Parent to a later date if there are not sufficient votes to approve the Transactions, including the MergerParent Proposals; and (ii) against (1) any Company Competing Proposal or any of the transactions contemplated thereby, (2) against any action, proposal, transaction, or agreement which could would reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company Parent under the Transaction Merger Agreement or of such Stockholder under this Agreement, and (32) any action, proposal, transaction, or agreement that could would reasonably be expected to impede, interfere with, delay, discourage, adversely affect, or inhibit the timely consummation of the Transactions, including the Merger, Mergers or the fulfillment of Parent’s, the Isla PartiesCompany’s, the Stockholder Representative’s or the Merger Subs’ conditions under the Transaction Merger Agreement or change in any manner the voting rights of any class of shares of the Company Parent (including any amendments to the CompanyParent’s Organizational Documentscharter documents). Any attempt by any Stockholder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of), any Shares in contravention of this Section 3(a) shall be null and void ab initio.

Agreement to Vote and Approve. Each Stockholder Shareholder irrevocably and unconditionally agrees during the term of this Agreement, at any annual or and/or special meeting of the Company Parent called with respect to the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent or consents of the Company stockholders Parent shareholders with respect to any of the following matters, to appear at any such meeting or otherwise cause the applicable Shares to be counted as present thereat for purpose of establishing a quorum and vote or cause the holder of record to vote the Subject Shares at and any other Subject Securities entitled to vote which such meeting Shareholder may then beneficially own (in each case including via proxy): (i) in favor of (1) adoption of the Transaction Agreement and approval of any other matters necessary for consummation of the TransactionsShares Issuance Resolution, including the Merger and (2) any proposal to adjourn or postpone such meeting of stockholders shareholders of the Company Parent to a later date if there are not sufficient votes to approve the Transactions, including the MergerShare Issuance Resolution; and (ii) against (1) any Company Competing Parent Alternative Proposal or any of other than the transactions contemplated therebyby the Merger Agreement, (2) any action, proposal, transaction, or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company Parent under the Transaction Merger Agreement or of such Stockholder Shareholder under this Agreement, and (3) any action, proposal, transaction, or agreement that could reasonably be expected to impede, interfere interfere, with, delay, discourage, adversely affect, or inhibit the approval of the Share Issuance Resolution, the timely consummation of the Transactions, including the Merger, Merger or the fulfillment of Parent’s, the Isla Parties’ Company’s, or Merger Sub’s conditions under the Transaction Merger Agreement or change in any manner the voting rights of any class of shares of the Company Parent (including any amendments to the CompanyParent’s Organizational Documentscertificate of incorporation, articles and/or bylaws). Any attempt by any Stockholder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of), any Shares in contravention of this Section 3(a) shall be null and void ab initio.

Agreement to Vote and Approve. Each Stockholder XXX irrevocably and unconditionally agrees during until the term of this AgreementExpiration Time, at any annual or special meeting of the Company STFC Shareholders, including the STFC Shareholders Meeting, called with respect to the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent or consents of the Company stockholders STFC Shareholders with respect to any of the following matters, to appear at any such meeting or otherwise cause the applicable Shares to be counted as present thereat for purpose of establishing a quorum and vote or cause the holder of record to vote the XXX Owned Shares at such meeting (i) in favor of (1A) the adoption of the Transaction Merger Agreement and approval of any other matters necessary for consummation of the Transactions, including the Merger and (2B) any proposal to adjourn or postpone such meeting of stockholders of the Company to a later date STFC Shareholders if there are not sufficient votes insufficient Shares represented (either in person or by proxy) to approve constitute a quorum necessary to conduct the Transactions, including business of the Merger; STFC Shareholders Meeting or to obtain the STFC Shareholder Approval to the extent permitted or required pursuant to Section 7.07 of the Merger Agreement and (ii) against (1A) any Company Competing Proposal or any of the transactions contemplated therebyTakeover Proposal, (2B) any action, proposal, transaction, or agreement which could would reasonably be expected to result in a breach of any covenantrepresentation, representation or warranty, or any other obligation covenant or agreement of the Company XXX or STFC under the Transaction Merger Agreement or of such Stockholder XXX under this Agreement, and (3C) any action, proposal, transaction, or agreement that could would reasonably be expected to impede, interfere with, delay, discourage, adversely affect, prevent or inhibit the timely materially delay or materially impair consummation of the Transactions, including the STFC Merger, or the fulfillment of the Isla Parties’ conditions under the Transaction Agreement or change in any manner the voting rights of any class of shares of the Company (including any amendments to the Company’s Organizational Documents). Any attempt by any Stockholder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of), any Shares in contravention of this Section 3(a) shall be null and void ab initio.