Common use of Voting Covenant Clause in Contracts

Voting Covenant. Stockholder hereby agrees that, prior to the Voting Expiration Date, at any meeting of the stockholders of the Company, however called, and at every adjournment or postponement thereof, and in any action by written consent of the stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause the Subject Securities to be voted: (a) in favor of: (i) the adoption of the Merger Agreement and the approval of the Merger and the other Contemplated Transactions; and (ii) any action in furtherance of any of the foregoing; (b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against any action, agreement, proposal or transaction involving the Company or any of its subsidiaries which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement. Prior to the Voting Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, “(b)” or “(c)” of the preceding sentence. Except as set forth in or contemplated by this Agreement, Stockholder may vote his Subject Securities in his discretion on all matters submitted for the vote of the Company’s stockholders or in connection with any meeting or written consent of the Company’s stockholders.

Voting Covenant. During the Support Period, Stockholder hereby irrevocably and unconditionally agrees that, prior to the Voting Expiration Date, at any annual or special meeting of the stockholders of the Company, however called, and at every including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, Stockholder shall, (or shall cause)in each case to the fullest extent that such Subject Securities are entitled to be voted therein: (a) appear at each such meeting or otherwise cause all such Subject Securities to be counted as present thereat for purposes of determining a quorum; and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of the Subject Securities, and unless otherwise directed in writing by Parent, Stockholder shall cause the Subject Securities to be voted: (a) in favor of: of (i) the adoption Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the other Contemplated Transactions; terms thereof, and (ii) any action in furtherance of any each of the foregoingother Transactions; (b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against any action, agreement, proposal or transaction involving the Company or any of its subsidiaries which is intended, intended or could would reasonably be expected, expected to impede, interfere with, delay, postpone, discourage interfere with, nullify, prevent or adversely affect in any material respect the Merger Merger, the Offer or any of the other transactions contemplated by the Merger Agreement Transactions or this Agreement. Prior , including any Acquisition Proposal of any Person (other than Parent and Purchaser) to acquire the Voting Expiration DateCompany or all or substantially all of the assets thereof and action in furtherance of any Acquisition Proposal or to engage in any other similar extraordinary corporate transaction; and During the Support Period, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any a manner inconsistent with clause clauses “(a)”, ” or “(b)” or “(c)” of the preceding sentence. Except as set forth in or contemplated by this Agreement, Stockholder may vote his Subject Securities in his discretion on all matters submitted for the vote of the Company’s stockholders or in connection with any meeting or written consent of the Company’s stockholdersSection 4.1.

Voting Covenant. Each Stockholder hereby agrees that, prior to during the Voting period from the date of this Agreement through the Expiration Date, at any meeting of the stockholders of the Company, however called, and at every adjournment or postponement thereof, and in any written action by written consent of the stockholders of the Company, unless otherwise directed in writing by Parent, each Stockholder shall cause the Subject Securities Shares of such Stockholder to be voted: (a) in favor of: (i) the adoption of the Merger Agreement and the approval of the Merger and the other Contemplated Transactions; and (ii) any action in furtherance of any of the foregoing; (b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (cb) against the following actions (other than the Merger, the Contemplated Transactions or transactions consented to by Parent pursuant to Section 4.2 of the Merger Agreement): (i) any actionAcquisition Transaction; (ii) any reorganization, agreementrecapitalization, proposal dissolution or transaction involving liquidation of the Company or any subsidiary of its subsidiaries the Company that is not directly or indirectly wholly-owned by the Company; (iii) any change in a majority of the board of directors of the Company; (iv) any amendment to the Company’s certificate of incorporation or bylaws; (v) any material change in the capitalization of the Company or the Company’s corporate structure; and (vi) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by Contemplated Transactions. During the Merger period from the date of this Agreement or this Agreement. Prior to through the Voting Expiration Date, no Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, ” or clause “(b)” or “(c)” of the preceding sentence. Except as set forth in or contemplated by this Agreement, Stockholder may vote his Subject Securities in his discretion on all matters submitted for the vote of the Company’s stockholders or in connection with any meeting or written consent of the Company’s stockholders.

Voting Covenant. Each Stockholder hereby agrees that, prior to the Voting Covenant Expiration Date, at any meeting of the stockholders of the Company, however called, and at every adjournment or postponement thereof, and in any action by written consent of the stockholders of the Company, unless otherwise directed in writing by Parent, such Stockholder shall cause the Subject Securities to be voted: (a) in favor of: (i) of Merger I, the adoption execution and delivery by the Company of the Merger Reorganization Agreement and the adoption and approval of the Merger Reorganization Agreement and the terms thereof, in favor of each of the other Contemplated Transactions; actions contemplated by the Reorganization Agreement and (ii) in favor of any action in furtherance of any of the foregoing;; and (b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Reorganization Agreement; and (c) against the following actions (other than the Transaction and the transactions contemplated by the Reorganization Agreement): (A) any actionextraordinary corporate transaction, agreementsuch as a merger, proposal consolidation or transaction other business combination involving the Company; (B) any sale, lease, license, sublicense or transfer of a material amount of assets of the Company; (C) any reorganization, recapitalization, dissolution or liquidation of the Company; (D) any change in a majority of the board of directors of the Company; (E) any amendment to the Company’s certificate of incorporation or bylaws; (F) any material change in the capitalization of the Company or the Company’s corporate structure; and (G) any of its subsidiaries other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger Transaction or any of the other transactions contemplated by the Merger Reorganization Agreement or this Agreement. Prior to the Voting Covenant Expiration Date, no Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, “(b)” ”, or “(c)” of the preceding sentence. Except as set forth in or contemplated by this Agreement, Stockholder may vote his Subject Securities in his discretion on all matters submitted for the vote of the Company’s stockholders or in connection with any meeting or written consent of the Company’s stockholders.

Voting Covenant. Stockholder hereby agrees that, prior to during the Voting period between the date of this Agreement and the Expiration Date, at any meeting of the stockholders of the CompanySeller, however called, and at every adjournment or postponement thereof, and in any written action by written consent of the stockholders of the CompanySeller, Stockholder shall (unless otherwise directed in writing by Parent, Parent or the Purchaser) cause all outstanding shares of the Seller Common Stock Owned by Stockholder shall cause as of the Subject Securities record date fixed for such meeting to be voted: (a) in favor of: (i) of the adoption of the Merger Agreement and the approval of the Merger and Purchase Agreement, in favor of the Asset Sale contemplated thereby, in favor of each of the other Contemplated Transactions; Transactions contemplated by the Purchase Agreement and (ii) in favor of any action in furtherance of any of the foregoing; (b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company Seller Corporations in the Merger Purchase Agreement; and (c) against the following actions (other than the Asset Sale and each of the other actions contemplated by the Purchase Agreement): (A) any actionextraordinary corporate transaction, agreementsuch as a merger, proposal consolidation or transaction other business combination involving the Company Seller Corporations or the Designated Assets; (B) any sale, lease or transfer of a material amount of assets of the Seller Corporations; (C) any reorganization, recapitalization, dissolution or liquidation of any of its subsidiaries the Seller Corporations; and (D) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger Asset Sale or any of the other transactions contemplated by the Merger Purchase Agreement or this Voting Agreement. Prior to the Voting Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, “(b)” or “(c)” any of the provisions of the preceding sentence. Except as set forth in or contemplated by this Agreement, Stockholder may vote his Subject Securities in his discretion on all matters submitted for the vote of the Company’s stockholders or in connection with any meeting or written consent of the Company’s stockholders.

Voting Covenant. Stockholder hereby agrees that, prior to the Voting Covenant Expiration Date, at any meeting of the stockholders of the Company, however called, and at every adjournment or postponement thereof, and in any written action by written consent of the stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause the Subject Securities to be voted: (a) in favor of: (i) of the adoption Merger, the execution, delivery and performance by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, in favor of each of the other Contemplated Transactions; actions contemplated by the Merger Agreement and (ii) in favor of any action in furtherance of any of the foregoing;; and (b) against any action or agreement that would result in a breach approval of any representation, warranty, covenant or obligation of the Company proposal made in the Merger Agreement; and (c) against any action, agreement, proposal or transaction involving the Company or any of its subsidiaries which is intendedopposition to, or could reasonably be expected, to impede, interfere in competition with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreementthe consummation of the Merger, including any Company Acquisition Proposal or Company Acquisition Transaction. Prior to the Voting Covenant Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, “(b)” or “(cb)” of the preceding sentence. Except as set forth in or contemplated by this AgreementSection 3.1, Stockholder may vote his Subject Securities shall not be restricted from voting in his discretion on all matters submitted for favor of, against or abstaining with respect to any matter presented to the vote of the Company’s stockholders or in connection with any meeting or written consent of the Company’s Company stockholders.

Voting Covenant. Stockholder hereby agrees that, prior to during the Voting Expiration DatePeriod, at any meeting of the stockholders of the Company, however called, and at every adjournment or postponement thereof, and in any written action by written consent of the stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause the Subject Securities (to the extent such Subject Securities have voting rights with respect to the relevant matter) to be voted: (a) in favor of: of (i) the adoption of the Merger Agreement and the approval terms thereof, (ii) each of the other actions contemplated by the Merger and the other Contemplated Transactions; Agreement and (iiiii) any action in furtherance of any of the foregoing; (b) against any action or agreement that would to the knowledge of Stockholder result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against the following actions (other than the Merger and the other transactions contemplated by the Transaction Documents (the “Contemplated Transactions”)): (i) any action, agreement, proposal Acquisition Proposal or transaction involving Acquisition Transaction; (ii) any change in a majority of the board of directors of the Company; (iii) any amendment to the Company’s certificate of incorporation or bylaws; (iv) any material change in the capitalization of the Company or the Company’s corporate structure; and (v) any of its subsidiaries other action which is intended, or could would reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement. Prior to the Voting Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, “(b)” or “(c)” of the preceding sentence. Except as set forth in or contemplated by this Agreement, Stockholder may vote his Subject Securities in his discretion on all matters submitted for the vote of the Company’s stockholders or in connection with any meeting or written consent of the Company’s stockholdersContemplated Transactions.

Voting Covenant. Stockholder Each of the Stockholders hereby severally and not jointly agrees that, prior to (i) promptly following the Voting Expiration Datedate hereof, such Stockholder shall execute and deliver the Written Consent approving the Contemplated Transactions; and (ii) from time-to-time thereafter, at any meeting of the stockholders of the CompanyParent, however called, and at every adjournment or postponement thereof, and in any action by written consent of the stockholders of the Company, unless otherwise directed in writing by Parent, such Stockholder shall vote, or shall cause the Subject Securities to be voted: (a) in favor of: (i) the adoption of the Merger Stock Purchase Agreement and the approval of the Merger Stock Purchase and the other Contemplated Transactions; and (ii) any action in furtherance of any of the foregoing; (b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation or, to such Stockholder’s knowledge, representation or warranty, of the Company Parent or Seller in the Merger Stock Purchase Agreement; and (c) against any action, agreement, proposal or transaction involving the Parent, Seller or the Company or any of its subsidiaries which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement. Prior to the Voting Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, “(b)” or “(c)” of the preceding sentence. Except as set forth in or contemplated by this Agreement, Stockholder may vote his Subject Securities in his discretion on all matters submitted for the vote of the Company’s stockholders or in connection with any meeting or written consent of the Company’s stockholdersContemplated Transactions.

Voting Covenant. Stockholder The Holder hereby agrees that, prior to the Voting Expiration Date, at any meeting of the stockholders of the Company, however called, and at every adjournment or postponement thereof, and in any action by written consent of the stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder the Holder shall cause the Subject Securities Shares to be voted: (a) in favor of: (i) of the adoption of the Merger Agreement and approval of the approval terms of the Merger and the other Contemplated Transactions; , and (ii) any action in furtherance of any of other actions reasonably agreed by Parent and the foregoingCompany as necessary or appropriate in connection with the Transactions; (b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against any action, agreement, proposal or transaction involving the Company or any of its subsidiaries Subsidiaries which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions Transactions contemplated by the Merger Agreement or this Agreement. Prior to the Voting Expiration Date, Stockholder the Holder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, “(b)” or “(c)” of the preceding sentence. Except as set forth in or contemplated by this Agreement, Stockholder the Holder may vote his Subject Securities the Shares in his his, her or its discretion on all matters submitted for the vote of the Company’s stockholders or in connection with any meeting or written consent of the Company’s stockholders. Further, the Holder shall appear at any stockholder meeting and each such meeting at which any of the matters described this Section 5.1 is to be voted on or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum.