Common use of Voting Agreement Proxy Clause in Contracts

Voting Agreement Proxy. (a) The Participant hereby agrees to vote all Shares of Common Stock acquired pursuant to the terms of this Option, with respect to any matter in which the Participant shall have the right to vote, in accordance with the recommendation of the Board. Without limiting the generality of the foregoing voting agreement, in the event of an Approved Sale (as defined below), the Participant agrees (i) to vote all such Shares of Common Stock then owned by the Participant at any regular or special meeting of shareholders (or consent pursuant to a written consent in lieu of such meeting) in favor of such Approved Sale, and to raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged or approved, (ii) to waive any and all dissenters’, appraisal or similar rights with respect to such Approved Sale, and (iii) if the Approved Sale is structured as a sale of equity securities by the shareholders of the Company, to sell all such Shares of Common Stock then owned by the Participant on the terms and conditions of such Approved Sale. “Approved Sale” means a Change in Control which has been approved by the Board. The Participant will take all actions requested by the Company in connection with the consummation of an Approved Sale, including, without limitation, entering into an agreement reflecting the terms of the Approved Sale, surrendering certificates, giving customary and reasonable representations and warranties, and executing and delivering customary certificates or other documents.