Common use of Agreement to Vote and Approve Clause in Contracts

Agreement to Vote and Approve. From the date of this Agreement until the Expiration Time, at every meeting of the stockholders of the Company, however called, with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following matters, each Stockholder shall, and shall cause each holder of record of Subject Securities Beneficially Owned by the Stockholder on any applicable record date to (including via proxy), (a) when such meeting is held, appear at such meeting or otherwise cause such Subject Securities to be counted as present thereat for the purpose of establishing a quorum, and respond to each request by the Company for written consent, (b) vote all such Subject Securities Beneficially Owned by such Stockholder as of the record date of such meeting (solely in respect of the following matters, and not with respect to any other matters): (i) in favor of (A) the approval of the Merger and any other matters necessary or reasonably requested by Parent for the consummation of the Merger and the other transactions contemplated thereby and (B) 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 adoption of the Merger Agreement; and (ii) against (A) any Competing Proposal, Alternative Acquisition Agreement or any of the transactions contemplated thereby, and (B) any action which would reasonably be expected to prevent, materially delay or materially adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger.

Agreement to Vote and Approve. From the date of this Agreement until the Expiration Time, at every meeting of the stockholders of the Company, however called, with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following matters, each Stockholder shall, and shall cause each holder of record of Subject Securities Beneficially Owned by the Stockholder on any applicable record date to (including via proxy), (a) when such meeting is held, appear at such meeting or otherwise cause such Subject Securities to be counted as present thereat for the purpose of establishing a quorum, and respond to each request by the Company for written consent, (b) vote all such Subject Securities Beneficially Owned by such Stockholder as of the record date of such meeting (solely in respect of the following matters, and not with respect to any other matters): (i) in favor of (A) the approval of the Merger and any other matters necessary or reasonably requested by Parent for the consummation of the Merger and the other transactions contemplated thereby and (B) 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 adoption of the Merger Agreement; and (ii) against (A) any Competing Proposal, Alternative Acquisition Agreement or any of the transactions contemplated thereby, and (B) any action which would reasonably be expected to prevent, materially delay or materially adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger. For the avoidance of doubt, this Section 3 shall not be interpreted to require the Warrant Shares to be voted or to appear or be present at any meeting, except to the extent that such Warrant Shares shall have been issued upon exercise of the Warrant prior to the applicable record date therefor.

Agreement to Vote and Approve. From the date of this Agreement until the Expiration Time, at every meeting of the stockholders of the Company, however called, VMware called with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company VMware with respect to any of the following matters, each MSD Stockholder shall, and shall cause each holder of record of Subject Securities Beneficially Owned by the Stockholder on any applicable record date to (including via proxy), (a) when such meeting is held, appear at such meeting or otherwise cause such vote the Subject Securities to be counted as present thereat for the purpose of establishing a quorum, and respond to each request by the Company for written consent, (b) vote all such Subject Securities Beneficially Owned by such Stockholder as of the record date of such meeting (solely in respect of the following matters, and not with respect to any other matters): (ia) in favor of (Ai) the approval adoption of the Merger and any other matters necessary or reasonably requested by Parent for the consummation of the Merger and the other transactions contemplated thereby Agreement, and (Bii) any proposal to adjourn or postpone such meeting of stockholders of the Company VMware to a later date if there are not sufficient votes to approve the adoption of the Merger Agreement; and (iib) against (Ai) any Competing action or agreement that would reasonably be expected to result in any condition to the consummation of the Transactions set forth in Article VIII of the Merger Agreement not being fulfilled, (ii) any Acquisition Proposal, Alternative Company Acquisition Agreement or any of the transactions contemplated thereby, and (Biii) any action which would reasonably be expected to prevent, impair, materially delay or materially adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the MergerTransactions, and (iv) any action which would reasonably be expected to result in a material breach of any representation, warranty, covenant or agreement of VMware in the Merger Agreement.

Agreement to Vote and Approve. From the date of this Agreement until the Expiration Time, at every meeting of the stockholders of the Company, however called, VMware called with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company VMware with respect to any of the following matters, each SLP Stockholder shall, and shall cause each holder of record of Subject Securities Beneficially Owned by the Stockholder on any applicable record date to (including via proxy), (a) when such meeting is held, appear at such meeting or otherwise cause such vote the Subject Securities to be counted as present thereat for the purpose of establishing a quorum, and respond to each request by the Company for written consent, (b) vote all such Subject Securities Beneficially Owned by such Stockholder as of the record date of such meeting (solely in respect of the following matters, and not with respect to any other matters): (ia) in favor of (Ai) the approval adoption of the Merger and any other matters necessary or reasonably requested by Parent for the consummation of the Merger and the other transactions contemplated thereby Agreement, and (Bii) any proposal to adjourn or postpone such meeting of stockholders of the Company VMware to a later date if there are not sufficient votes to approve the adoption of the Merger Agreement; and (iib) against (Ai) any Competing action or agreement that would reasonably be expected to result in any condition to the consummation of the Transactions set forth in Article VIII of the Merger Agreement not being fulfilled, (ii) any Acquisition Proposal, Alternative Company Acquisition Agreement or any of the transactions contemplated thereby, and (Biii) any action which would reasonably be expected to prevent, impair, materially delay or materially adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the MergerTransactions, and (iv) any action which would reasonably be expected to result in a material breach of any representation, warranty, covenant or agreement of VMware in the Merger Agreement.