Common use of Agreement to Vote Subject Shares Clause in Contracts

Agreement to Vote Subject Shares. During the Applicable Period, at any meeting of the shareholders of Parent, however called, or at any postponement or adjournment thereof, such Shareholder shall, and shall cause any holder of record of its Subject Shares on any applicable record date to, vote, in person or by proxy, all of the Subject Shares beneficially owned by such Shareholder on such date, which shall, when combined with any other shares of Pi Preferred Stock with respect to which Juniper Capital Advisors, L.P. has sole or shared voting power (“Juniper Stock”), be no fewer than the number of Subject Shares sufficient to approve the issuance of Parent Common Stock pursuant to the Merger Agreement (such issuance of Parent Common Stock, the “Share Issuance,” and such minimum number of Subject Shares, the “Subject Shares Minimum”): (i) in favor of the Share Issuance and approval of any other matter that is required to be approved by the shareholders of Parent in order to effect the Integrated Mergers and (ii) against any proposal made (A) in opposition to the Share Issuance or (B) in support of an Acquisition Proposal with respect to Parent. During the Applicable Period, such Shareholder (and/or its Controlling Entities) shall retain at all times the right to vote the Subject Shares Minimum (when combined with any other Juniper Stock) in such Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 3(a) that are at any time or from time to time presented for consideration to Parent’s shareholders generally. During the Applicable Period, in the event that any meeting of the shareholders of Parent is held with respect to the Integrated Mergers or Merger Agreement or any transactions contemplated thereby, such Shareholder shall (or shall cause the holder of record on any applicable record date to) appear at such meeting or otherwise cause all of the Subject Shares beneficially owned by such Shareholder on such date (which shall be no fewer than the Subject Shares

Agreement to Vote Subject Shares. During the Applicable Period, at At any meeting (a "Stockholders Meeting") (including any and all postponements and adjournments thereof) of the shareholders stockholders of Parent, however called, or at any postponement or adjournment thereof, such Shareholder shall, ASC called to consider and shall cause any holder of record of its Subject Shares on any applicable record date to, vote, in person or by proxy, all vote upon (i) the approval of the Subject Shares beneficially owned by such Shareholder on such dateMerger, which shallthe Merger Agreement and the transactions contemplated thereby, when combined with any other shares of Pi Preferred Stock with respect to which Juniper Capital Advisors, L.P. has sole or shared voting power (“Juniper Stock”), be no fewer than the number of Subject Shares sufficient to approve ii) the issuance of Parent Common Stock to the stockholders of MeriStar pursuant to the Merger Agreement, (iii) the recapitalization and Common Stock issuances contemplated by Sections 3.3, 3.4 and 3.5 of this Agreement, (iv) the transactions contemplated by Section 2.6 of the Merger Agreement, (v) the election of directors for ASC as provided in Schedule 1.1 to this Agreement and (such issuance vi) the adoption of Parent Common Stock, amendments to the “Share Issuance,” articles of incorporation and such minimum number bylaws of Subject Shares, ASC in connection with the “Subject Shares Minimum”): Merger (the actions referred to in clauses (i) through (vi) being referred to collectively as the "Proposals"), and in connection with any action to be taken in respect of the Proposals by written consent of the stockholders of ASC, each Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of such Stockholder's Subject Shares in favor of the Share Issuance approval and approval adoption of the Proposals and in favor of any other matter that is required necessary for the consummation of the transactions contemplated by the Merger Agreement and this Agreement and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. At any meeting (and at any and all postponements and adjournments thereof) of the stockholders of ASC (an "Adverse Meeting") called to consider and vote upon any Adverse Proposal (as defined below), and in connection with any action to be approved taken in respect of any Adverse Proposal by the shareholders written consent of Parent in order stockholders of ASC, each Stockholder shall vote or cause to effect the Integrated Mergers and be voted (iiincluding by written consent, if applicable) against any proposal made (A) in opposition to the Share Issuance or (B) in support all of an Acquisition Proposal with respect to Parent. During the Applicable Period, such Shareholder (and/or its Controlling Entities) shall retain at all times the right to vote the Stockholder's Subject Shares Minimum against such Adverse Proposal. For purposes of this Agreement, the term "Adverse Proposal" means any (when combined with a) proposal or action that would reasonably be expected to result in a breach of any other Juniper Stock) in such Shareholder’s sole discretion and without any other limitation on those matters other than those covenant, representation or warranty of ASC set forth in this Section 3(a) that are at any time or from time to time presented for consideration to Parent’s shareholders generally. During the Applicable Period, in the event that any meeting of the shareholders of Parent is held with respect to the Integrated Mergers or Merger Agreement or (b) proposal or action that is intended or would reasonably be expected to impede, interfere with, delay or materially and adversely affect the Merger or any of the other transactions contemplated thereby, such Shareholder shall (by the Merger Agreement or shall cause the holder of record on any applicable record date to) appear at such meeting or otherwise cause all of the Subject Shares beneficially owned by such Shareholder on such date (which shall be no fewer than the Subject Sharesthis Agreement.

Agreement to Vote Subject Shares. During From the Applicable Perioddate hereof until this Agreement is terminated pursuant to Section 5.2 hereof, at any meeting of the shareholders of Parent, however called, or at any postponement or adjournment thereof, such Shareholder shall, and shall cause any holder of record of its Subject Shares on any applicable record date to, vote, in person or by proxy, all stockholders of the Subject Shares beneficially owned by such Shareholder on such date, which shall, when combined with any other shares Company called to consider and vote upon the adoption of Pi Preferred Stock with respect to which Juniper Capital Advisors, L.P. has sole or shared voting power (“Juniper Stock”), be no fewer than the number of Subject Shares sufficient to approve the issuance of Parent Common Stock pursuant to the Merger Agreement (and at any and all postponements and adjournments thereof) (the "INTERSTATE STOCKHOLDERS MEETING"), and in connection with any action to be taken in respect of the adoption of the Merger Agreement by written consent of the stockholders of the Company, each Stockholder will vote or cause to be voted (including by written consent, if applicable) all of such issuance Stockholder's Subject Shares which it has the right to vote in favor of Parent Common Stockthe adoption of the Merger Agreement and in favor of the Interstate Proposals and any other matter necessary or appropriate for the consummation of the transactions relating to the Merger contemplated by the Merger Agreement that is considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. At any meeting of the stockholders of the Company called to consider and vote upon any Adverse Proposal (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Adverse Proposal by written consent of the stockholders of the Company, each Stockholder will vote or cause to be voted (including by written consent, if applicable) all of such Stockholder's Subject Shares which it has the right to vote against the adoption of such Adverse Proposal. For purposes of this Agreement, the “Share Issuance,” and such minimum number term "ADVERSE PROPOSAL" means any (a) Interstate Acquisition Proposal that is not a Interstate Superior Proposal, (b) proposal or action that could reasonably be expected to result in a breach of Subject Sharesany covenant, agreement, representation or warranty of the Company set forth in the Merger Agreement, or (c) the following actions (other than the Merger, the “Subject Shares Minimum”other transactions contemplated by the Merger Agreement and any other action the approval of which has been recommended by the board of directors of the Company): (i) in favor of any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Share Issuance and approval of Company or any other matter that is required to be approved by the shareholders of Parent in order to effect the Integrated Mergers and Interstate Subsidiary; (ii) against a sale, lease or transfer of a material amount of assets of the Company or any proposal made Interstate Subsidiary, or a reorganization, recapitalization, dissolution or liquidation of the Company or any Interstate Subsidiary; (Aiii) (1) any change in opposition a majority of the persons who constitute the board of directors of the Company as of the date hereof; (2) any change in the present capitalization of the Company or any amendment of the Company's charter or bylaws, as amended to date; (3) any other material change in the Share Issuance Company's corporate structure or business; or (B4) in support of an Acquisition Proposal with respect to Parent. During the Applicable Period, such Shareholder (and/or its Controlling Entities) shall retain at all times the right to vote the Subject Shares Minimum (when combined with any other Juniper Stock) in such Shareholder’s sole discretion action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or adversely affect the Merger and without any the other limitation on those matters other than those set forth in transactions contemplated by this Section 3(a) that are at any time or from time to time presented for consideration to Parent’s shareholders generally. During Agreement and the Applicable Period, in the event that any meeting of the shareholders of Parent is held with respect to the Integrated Mergers or Merger Agreement or any increase the likelihood that such transactions contemplated thereby, such Shareholder shall (or shall cause the holder of record on any applicable record date to) appear at such meeting or otherwise cause all of the Subject Shares beneficially owned by such Shareholder on such date (which shall will not be no fewer than the Subject Sharesconsummated.

Agreement to Vote Subject Shares. During the Applicable Period, Each Selling Stockholder has agreed that at any meeting of the shareholders stockholders of Parent, however called, or at any postponement or adjournment thereof, such Shareholder shall, Beringer called to consider and shall cause any holder vote upon the adoption of record of its Subject Shares on any applicable record date to, vote, in person or by proxy, all of the Subject Shares beneficially owned by such Shareholder on such date, which shall, when combined with any other shares of Pi Preferred Stock with respect to which Juniper Capital Advisors, L.P. has sole or shared voting power (“Juniper Stock”), be no fewer than the number of Subject Shares sufficient to approve the issuance of Parent Common Stock pursuant to the Merger Agreement (and at any and all postponements and adjournments), and in connection with any action to be taken in respect of the adoption of the Merger Agreement by written consent of Xxxxxxxx'x stockholders, such issuance Selling Stockholder will vote or cause to be voted (including by written consent, if applicable) all of Parent Common Stock, the “Share Issuance,” and such minimum number of Subject Shares, the “Selling Stockholder's Subject Shares Minimum”): (i) which it has the right to vote in favor of the Share Issuance adoption of the Merger Agreement and approval in favor of any other matter necessary or appropriate for the consummation of the transactions contemplated by the Merger Agreement that is required considered and voted upon at any meeting or made the subject of any written consent, as applicable. Each Selling Stockholder has further agreed that at any meeting of the stockholders called to consider and vote upon any Adverse Proposal (and at any and all postponements and adjournments), and in connection with any action to be approved taken in respect of any Adverse Proposal by written consent of stockholders, each Selling Stockholder will vote or cause to be voted (including by written consent, if applicable) all of the shareholders of Parent in order to effect the Integrated Mergers and (ii) against any proposal made (A) in opposition to the Share Issuance or (B) in support of an Acquisition Proposal with respect to Parent. During the Applicable Period, such Shareholder (and/or its Controlling Entities) shall retain at all times Selling Stockholder's Subject Shares which it has the right to vote against the Subject Shares Minimum (when combined with adoption of such Adverse Proposal. For purposes of the Tender Agreement, the term "Adverse Proposal" means: - any other Juniper Stock) Acquisition Transaction; - any proposal or action that would reasonably be expected to result in such Shareholder’s sole discretion and without a breach of any other limitation on those matters other than those covenant, representation or warranty of Beringer set forth in this Section 3(a) that are at the Merger Agreement; or - any time or from time to time presented for consideration to Parent’s shareholders generally. During the Applicable Period, in the event that any meeting of the shareholders following actions (other than the Offer, the Merger and the other transactions contemplated by the Merger Agreement): - any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Beringer or its subsidiaries; - a sale, lease or transfer of Parent is held with respect to the Integrated Mergers a material amount of assets of Beringer or Merger Agreement one of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of Beringer or any transactions contemplated thereby, such Shareholder shall (or shall cause the holder of record on any applicable record date to) appear at such meeting or otherwise cause all of the Subject Shares beneficially owned by such Shareholder on such date (which shall be no fewer than the Subject Sharesits subsidiaries;

Agreement to Vote Subject Shares. During the Applicable Period, at At any meeting of the shareholders of Parent, however called, or at any postponement or adjournment thereof, such Shareholder shall, the Company called to consider and shall cause any holder vote upon the adoption of record of its Subject Shares on any applicable record date to, vote, in person or by proxy, all of the Subject Shares beneficially owned by such Shareholder on such date, which shall, when combined with any other shares of Pi Preferred Stock with respect to which Juniper Capital Advisors, L.P. has sole or shared voting power (“Juniper Stock”), be no fewer than the number of Subject Shares sufficient to approve the issuance of Parent Common Stock pursuant to the Merger Agreement (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of the adoption of the Merger Agreement by written consent of shareholders of the Company, each Shareholder will vote or cause to be voted (including by written consent, if applicable) all of such issuance of Parent Common Stock, the “Share Issuance,” and such minimum number of Subject Shares, the “Shareholder's Subject Shares Minimum”): (i) in favor of the Share Issuance adoption of the Merger Agreement and approval in favor of any other matter necessary or appropriate for the consummation of the transactions contemplated by the Merger Agreement that is required to be approved by the shareholders of Parent in order to effect the Integrated Mergers considered and (ii) against any proposal made (A) in opposition to the Share Issuance or (B) in support of an Acquisition Proposal with respect to Parent. During the Applicable Period, such Shareholder (and/or its Controlling Entities) shall retain at all times the right to vote the Subject Shares Minimum (when combined with any other Juniper Stock) in such Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 3(a) that are voted upon at any time such meeting or from time to time presented for consideration to Parent’s shareholders generallymade the subject of any such written consent, as applicable. During the Applicable Period, in the event that At any meeting of the shareholders of Parent is held the Company called to consider and vote upon any Adverse Proposal (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Adverse Proposal by written consent of shareholders of the Company, each Shareholder will vote or cause to be voted (including by written consent, if applicable) all of such Shareholder's Subject Shares against the Integrated Mergers adoption of such Adverse Proposal. For purposes of this Agreement, the term "Adverse Proposal" means any (x) Acquisition Transaction, (y) proposal or action that would reasonably be expected to result in a breach of any covenant, representation or warranty of the Company set forth in the Merger Agreement Agreement, or (z) the following actions (other than the Offer, the Merger and the other transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries; (ii) a sale, lease or transfer of a material amount of assets of the Company or one of its Subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries; (iii) (A) any change in a majority of the persons who constitute the board of directors of the Company as of the date hereof; (B) any change in the present capitalization of the Company or any amendment of the Company's articles of incorporation or bylaws, as amended to date; (C) any other material change in the Company's corporate structure or business; or (D) any other action that, in the case of each of the matters referred to in clauses (iii)(A), (B) and (C) is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or adversely affect the Merger and the other transactions contemplated thereby, such Shareholder shall (or shall cause by this Agreement and the holder of record on any applicable record date to) appear at such meeting or otherwise cause all of the Subject Shares beneficially owned by such Shareholder on such date (which shall be no fewer than the Subject SharesMerger Agreement.