Common use of Agreement to Vote Shares; Irrevocable Proxy Clause in Contracts

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares to vote or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company: (i) in favor of the Issuance Resolutions, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof; (ii) against any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the matters contemplated by the Purchase Agreement or the Issuance Resolutions.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares to vote or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company: (i) in favor of the Issuance Resolutionsadoption of the Merger Agreement, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are matter is considered and at every adjournment or postponement thereof; and (ii) against (1) any Acquisition Proposal, and (2) any action, proposal, transaction or agreement that which would reasonably be expected to impederesult in a breach of any covenant, interfere with, delay, discourage, adversely affect representation or inhibit the timely consummation warranty or any other obligation or agreement of the matters contemplated by Company under the Purchase Merger Agreement or the Issuance Resolutionsof Stockholder under this Agreement.