Common use of Agreement to Vote Proxy Clause in Contracts

Agreement to Vote Proxy. (a) The Stockholder hereby agrees that, until the Termination Date (as defined in Section 10), at any meeting of the stockholders of the Company, however called, or in connection with any written consent of the Stockholders of the Company, such Stockholder shall vote (or cause to be voted) the Shares held of record or beneficially by such Stockholder (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 hereof and thereof; (ii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (iii) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement or any such actions identified in writing by Purchaser in advance): (A) any extraordinary corporate transaction, including, without limitation, 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 the majority of the board of directors of the Company; (D) any material change in the present capitalization of the Company or any amendment of the Company's Certificate of Incorporation or By-Laws; (E) any other material change in the Company's corporate structure or business; or (F) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or materially adversely affect the Merger or the transactions contemplated by the Merger Agreement or this Agreement. Such Stockholder shall not enter into any agreement or understanding with any person or entity to vote or give instructions in any manner inconsistent with clauses (i) or (ii) of the preceding sentence. Notwithstanding the foregoing, it is agreed that the Stockholder will be permitted to vote for an Acquisition Proposal if the Merger Agreement is terminated by the Company pursuant to Section 6.01(e) of the Merger Agreement.

Agreement to Vote Proxy. (a) The Stockholder hereby agrees that, until the Termination Date (as defined in Section 109), at any meeting of the stockholders of the Company, however called, or in connection with any written consent of the Stockholders stockholders of the Company, such the Stockholder shall vote (or cause to be voted) the Shares held of record or beneficially by such the Stockholder (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 hereof and thereof; (ii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (iii) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement or any such actions identified in writing by Purchaser in advance): (A) any extraordinary corporate transaction, including, without limitation, 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 the majority of the board of directors of the Company; (D) any material change in the present capitalization of the Company or any amendment of the Company's Certificate of Incorporation or By-Laws; (E) any other material change in the Company's corporate structure or business; or (F) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or materially adversely affect the Merger or the transactions contemplated by the Merger Agreement or this Agreement. Such The Stockholder shall not enter into any agreement or understanding with any person or entity to vote or give instructions in any manner inconsistent with clauses (i) or (ii) of the preceding sentence. Notwithstanding the foregoing, it is agreed that the Stockholder will be permitted to vote for an Acquisition Proposal if the Merger Agreement is terminated by the Company pursuant to Section 6.01(e) of the Merger Agreement.

Agreement to Vote Proxy. (a) The Each Stockholder hereby hereby, severally and not jointly, agrees that, until the Termination Date (as defined in Section 1012), at any meeting of the stockholders of the CompanyCompany Stockholders, however called, or in connection with any written consent of the Stockholders of the CompanyCompany Stockholders, such Stockholder shall vote (or cause to be voted) the Shares held of record or beneficially by such Stockholder (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 hereof and thereof; (ii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; (iii) in favor of the incentive stock option plan referred to in Section 5(l) of the Merger Agreement; and (iiiiv) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement or any such actions identified in writing by Purchaser Merger Subsidiary in advance): (A) any extraordinary corporate transaction, including, without limitation, 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 the majority of the board of directors of the Company; (D) any material change in the present capitalization of the Company or any amendment of the Company's Certificate of Incorporation or By-Laws; (E) any other material change in the Company's corporate structure or business; or (F) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or materially adversely affect the Merger or the transactions contemplated by the Merger Agreement or this Agreement. Such Stockholder shall not enter into any agreement or understanding with any person or entity to vote or give instructions in any manner inconsistent with clauses (i), (ii) or (iiiii) of the preceding sentence. Notwithstanding the foregoing, it is agreed that the Stockholder will be permitted to vote for an Acquisition Proposal if the Merger Agreement is terminated by the Company pursuant to Section 6.01(e) of the Merger Agreement.

Agreement to Vote Proxy. (a) The Stockholder Each of the Stockholders hereby agrees that, until the Termination Date (as defined in Section 105A.11 below), at any meeting of the stockholders of the Company, however calledcalled (including any adjournments or postponements thereof), or in connection with any written consent of the Stockholders stockholders of the Company, such Stockholder shall vote (or cause to be voted) the Shares held of record or beneficially by such Stockholder (i) in favor of the MergerReorganization, the execution and delivery by the Company of the Merger this 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 hereof and thereof; (ii) against any action or agreement that would result in a breach 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 specifically requested in writing by the Parent in advance, against the following actions or agreements (other than the Merger Reorganization and the transactions contemplated by the Merger Agreement or any such actions identified in writing by Purchaser in advancethis Agreement): (A) any extraordinary corporate transaction, including, without limitation, such as a merger, consolidation or other business combination involving the Company or any of its SubsidiariesSubsidiaries (including, without limitation, any Transaction Proposal); (B) a sale, lease or transfer of a material amount of any assets of the Company or any of its Subsidiaries (other than in the ordinary course of business) or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries; , (C) any change in the majority of the management or board of directors of the Company; (D) any material change in the present capitalization or dividend policy of the Company or any of its Subsidiaries; (E) any amendment of to the Company's Certificate of Incorporation or By-Laws; (EF) any other material change in the Company's corporate structure or businessbusiness of the Company or any of its Subsidiaries; or (FG) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or materially adversely affect affect, the Merger Reorganization or the transactions contemplated by the Merger this Agreement or this Agreementthe contemplated economic benefits of any of the foregoing. Such No Stockholder shall not enter into any agreement or understanding with any person or entity prior to the Termination Date to vote or give instructions after the Termination Date in any manner inconsistent with clauses (i), (ii) or (iiiii) of the preceding sentence. Notwithstanding the foregoing, it is agreed that the Stockholder will be permitted to vote for an Acquisition Proposal if the Merger Agreement is terminated by the Company pursuant to Section 6.01(e) of the Merger Agreement.

Agreement to Vote Proxy. (a) The Each Stockholder hereby hereby, severally and not jointly, agrees that, until the Termination Date (as defined in Section 10), at any meeting of the stockholders of the Company, however called, or in connection with any written consent of the Stockholders of the Company, such Stockholder shall vote (or cause to be voted) the Shares held of record or beneficially by such Stockholder (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 hereof and thereof; (ii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (iii) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement or any such actions identified in writing by Purchaser in advance): (A) any extraordinary corporate transaction, including, without limitation, 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 the majority of the board of directors of the Company; (D) any material change in the present capitalization of the Company or any amendment of the Company's Certificate of Incorporation or By-LawsByLaws; (E) any other material change in the Company's corporate structure or business; or (F) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or materially adversely affect the Merger or the transactions contemplated by the Merger Agreement or this Agreement. Such Stockholder shall not enter into any agreement or understanding with any person or entity to vote or give instructions in any manner inconsistent with clauses (i) or (ii) of the preceding sentence. Notwithstanding the foregoing, it is agreed that the Stockholder Stockholders will be permitted to vote for an Acquisition Proposal if the Merger Agreement is terminated by the Company pursuant to Section 6.01(e) of the Merger Agreement.

Agreement to Vote Proxy. (a) The Each Stockholder hereby agrees that, until the Termination Date (as defined in Section 109), at any meeting of the stockholders of the CompanyDetective, however called, or in connection with any action by written consent of the Stockholders stockholders of the CompanyDetective, such Stockholder shall vote (or cause to be voted) or act by written consent with respect to the Shares held of record or beneficially by such Stockholder (i) in favor of the Merger, the Amended Charter and the election of the Post-Closing Directors, the execution and delivery by the Company Detective of the Merger Agreement and the Ancillary Agreements 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 hereof and thereof; (ii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Detective under the Merger Agreement Agreement, the Ancillary Agreements or this Agreement; and (iii) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement or any such actions identified in writing by Purchaser Lynx in advance): (A) any extraordinary corporate transaction, including, without limitation, a merger, consolidation or other business combination involving the Company Detective or any of its Subsidiaries; (B) a sale, lease or transfer of a material amount of assets of the Company Detective or any of its Subsidiaries or a reorganization, recapitalization, dissolution or liquidation of the Company Detective or any of its Subsidiaries; (C) any change in the majority of the board of directors of the CompanyDetective; (D) any material change in the present capitalization of the Company Detective or any amendment of the CompanyDetective's Certificate of Incorporation or Byby-Lawslaws (other than as contemplated by the Amended Charter); (E) any other material change in the CompanyDetective's corporate structure or business; or (F) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or materially adversely affect the Merger or the transactions contemplated by the Merger Agreement Agreement, the Ancillary Agreements or this Agreement. Such No Stockholder shall not enter into any agreement Contract or understanding with any person or entity Person to vote or give instructions in any manner inconsistent with clauses (i) or (ii) the terms of the preceding sentence. Notwithstanding the foregoing, it is agreed that the Stockholder will be permitted to vote for an Acquisition Proposal if the Merger Agreement is terminated by the Company pursuant to Section 6.01(e) of the Merger this Agreement.

Agreement to Vote Proxy. (a) The Stockholder hereby agrees that, until the Termination Date (as defined in Section 109), at any meeting of the stockholders of the CompanyDetective, however called, or in connection with any action by written consent of the Stockholders stockholders of Detective, the Company, such Stockholder shall vote (or cause to be voted) or act by written consent with respect to the Shares held of record or beneficially by such Stockholder (i) in favor of the Merger, the Amended Charter and the election of the Post-Closing Directors, the execution and delivery by the Company Detective of the Merger Agreement and the Ancillary Agreements 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 hereof and thereof; (ii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Detective under the Merger Agreement Agreement, the Ancillary Agreements or this Agreement; and (iii) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement or any such actions identified in writing by Purchaser Lynx in advance): (A) any extraordinary corporate transaction, including, without limitation, a merger, consolidation or other business combination involving the Company Detective or any of its Subsidiaries; (B) a sale, lease or transfer of a material amount of assets of the Company Detective or any of its Subsidiaries or a reorganization, recapitalization, dissolution or liquidation of the Company Detective or any of its Subsidiaries; (C) any change in the majority of the board of directors of the CompanyDetective; (D) any material change in the present capitalization of the Company Detective or any amendment of the CompanyDetective's Certificate of Incorporation or Byby-Lawslaws (other than as contemplated by the Amended Charter); (E) any other material change in the CompanyDetective's corporate structure or business; or (F) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or materially adversely affect the Merger or the transactions contemplated by the Merger Agreement Agreement, the Ancillary Agreements or this Agreement. Such The Stockholder shall not enter into any agreement Contract or understanding with any person or entity Person to vote or give instructions in any manner inconsistent with clauses (i) or (ii) the terms of the preceding sentence. Notwithstanding the foregoing, it is agreed that the Stockholder will be permitted to vote for an Acquisition Proposal if the Merger Agreement is terminated by the Company pursuant to Section 6.01(e) of the Merger this Agreement.

Agreement to Vote Proxy. (a) The Stockholder hereby agrees that, until the Termination Date (as defined in Section 109), at any meeting of the stockholders of the CompanyTarget Stockholders, however called, or in connection with any written consent of the Stockholders of Target Stockholders, the Company, such Stockholder shall vote (or cause to be voted) the Shares held of record or beneficially by such Stockholder him (i) in favor of the Merger, the execution and delivery by the Company Target 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 hereof and thereof; (ii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Target under the Merger Agreement or this Agreement; and (iii) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement or any such actions identified in writing by Purchaser the Buyer in advance): (A) any extraordinary corporate transaction, including, without limitation, a merger, consolidation or other business combination involving the Company Target or its Subsidiaries; (B) a sale, lease or transfer of a material amount of assets of the Company Target or its Subsidiaries or a reorganization, recapitalization, dissolution or liquidation of the Company Target or its Subsidiaries; (C) any change in the majority of the board of directors of the CompanyTarget; (D) any material change in the present capitalization of the Company Target or any amendment of the CompanyTarget's Certificate certificate of Incorporation incorporation or Byby-Lawslaws; (E) any other material change in the CompanyTarget's corporate structure or business; or (F) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or materially adversely affect the Merger or the transactions contemplated by the Merger Agreement or this Agreement. Such The Stockholder shall not enter into any agreement or understanding with any person or entity to vote the Shares or give voting instructions with respect to the Shares in any manner inconsistent with clauses (i), (ii) or (iiiii) of the preceding sentence. Notwithstanding the foregoing, it is agreed that the Stockholder will be permitted to vote for an Acquisition Proposal if the Merger Agreement is terminated by the Company pursuant to Section 6.01(e) of the Merger Agreement.

Agreement to Vote Proxy. (a) The Each Stockholder hereby hereby, severally and not jointly, agrees that, until the Termination Date (as defined in Section 10), at any meeting of the stockholders of the Company, however called, or in connection with any written consent of the Stockholders of the Company, such Stockholder shall vote (or cause to be voted) the Shares held of record or beneficially by such Stockholder (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 hereof and thereof; (ii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (iii) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement or any such actions identified in writing by Purchaser in advance): (A) any extraordinary corporate transaction, including, without limitation, 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 the majority of the board of directors of the Company; (D) any material change in the present capitalization of the Company or any amendment of the Company's Certificate of Incorporation or By-LawsByLaws; (E) any other material change in the Company's corporate structure or business; or (F) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or materially adversely affect the Merger or the transactions contemplated by the Merger Agreement or this Agreement. Such 117 Stockholder shall not enter into any agreement or understanding with any person or entity to vote or give instructions in any manner inconsistent with clauses (i) or (ii) of the preceding sentence. Notwithstanding the foregoing, it is agreed that the Stockholder Stockholders will be permitted to vote for an Acquisition Proposal if the Merger Agreement is terminated by the Company pursuant to Section 6.01(e) of the Merger Agreement.

Agreement to Vote Proxy. (a) The Stockholder hereby agrees that, until during the Termination Date (as defined time this Agreement is in Section 10)effect, at any meeting of the stockholders of the CompanyCCI, however calledcalled or at any adjournment thereof, or in connection with any written consent of the Stockholders stockholders of the CompanyCCI, such Stockholder shall be present (in person or by proxy) and vote (or cause to be voted) all of the Shares held of record or beneficially by such Stockholder (i) in favor of the Merger, the execution and delivery by the Company CCI 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 hereof and thereofAgreement; (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 CCI under the Merger Agreement or this Agreement; and (iii) against the following actions any action or agreement (other than the Merger and Agreement or the transactions contemplated by thereby) that, could reasonably be expected to impede, interfere with or delay the Merger or this Agreement (or any such actions identified in writing by Purchaser in advance): is otherwise inconsistent therewith), including, but not limited to: (A) any extraordinary corporate transaction, including, without limitation, such as a merger, consolidation or other business combination involving the Company CCI or its Subsidiariessubsidiaries (other than a transaction involving Parent or its Affiliates); (B) a sale, lease or transfer of a material amount of assets of the Company or CCI and its Subsidiaries subsidiaries or a reorganization, recapitalization, dissolution recapitalization or liquidation of the Company CCI or its Subsidiariessubsidiaries (other than a transaction involving Parent or its Affiliates); (C) any change in the majority of the management or board of directors of the CompanyCCI, except as otherwise agreed to in writing by Parent; (D) any material change in the present capitalization or dividend policy of the Company CCI or any amendment of the CompanyCCI's Certificate articles of Incorporation incorporation; or By-Laws; (E) any other material change in the CompanyCCI's corporate structure or business; or (F) any other action which is intended, or could reasonably be expected, . Stockholder agrees not to impede, interfere with, delay, postpone, discourage or materially adversely affect the Merger or the transactions contemplated by the Merger Agreement or this Agreement. Such Stockholder shall not enter into any agreement or understanding with any person or entity to vote or give instructions in any manner Person the effect of which would be inconsistent with clauses (i) or (ii) any of the preceding sentence. Notwithstanding the foregoing, it is agreed that the Stockholder will be permitted to vote for an Acquisition Proposal if the Merger Agreement is terminated by the Company pursuant to Section 6.01(e) of the Merger Agreement.

Agreement to Vote Proxy. (a) The Stockholder hereby agrees that, until the Termination Date (as defined in Section 10), at any meeting of the stockholders of the Company, however called, or in connection with any written consent of the Stockholders stockholders of the Company, such the Stockholder shall vote (or cause to be voted) the Shares held of record or beneficially by such the Stockholder (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 hereof and thereof; (ii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (iii) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement or any such actions identified in writing by Purchaser in advance): (A) any extraordinary corporate transaction, including, without limitation, 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 the majority of the board of directors of the Company; (D) any material change in the present capitalization of the Company or any amendment of the Company's Certificate of Incorporation or By-Laws; (E) any other material change in the Company's corporate structure or business; or (F) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or materially adversely affect the Merger or the transactions contemplated by the Merger Agreement or this Agreement. Such The Stockholder shall not enter into any agreement or understanding with any person or entity to vote or give instructions in any manner inconsistent with clauses (i) or (ii) of the preceding sentence. Notwithstanding the foregoing, it is agreed that the Stockholder will be permitted to vote for an Acquisition Proposal if the Merger Agreement is terminated by the Company pursuant to Section 6.01(e) of the Merger Agreement.