Common use of Voting Obligations Clause in Contracts

Voting Obligations. The Supporting Company Shareholder, with respect to its Company Ordinary Shares (together with any other equity securities of the Company that the Supporting Company Shareholder acquires record or beneficial ownership of after the date hereof, collectively, the “Subject Company Equity Securities”), hereby agrees during the term of this Agreement, as follows: (a) to vote (or cause to be voted), at any meeting of the equityholders of the Company, however called, or any adjournment thereof, and in any action by written consent of the equityholders of the Company, or in any other circumstance in which the vote, consent or other approval of the equityholders of the Company is sought (and appear at any such meeting, in person or by proxy, or otherwise cause all of the Supporting Company Shareholder’s Subject Company Equity Securities to be counted as present thereat for purposes of establishing a quorum), all of the Subject Company Equity Securities held by the Supporting Company Shareholder at such time (i) in favor of the Company Equityholder Proposals and (ii) against any action, agreement or transaction or proposal that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the BCA or that would reasonably be expected to result in the failure of the Transactions from being consummated and (b) not to commit or agree to take any action inconsistent with the foregoing.

Voting Obligations. The Each Supporting Company Shareholder, with respect to its Company Ordinary Shares (together with any other equity securities of the Company that the such Supporting Company Shareholder acquires record or beneficial ownership of after the date hereof, collectively, the “Subject Company Equity Securities”), hereby agrees during the term of this Agreement, as follows: (a) to vote (or cause to be voted), at any meeting of the equityholders of the Company, however called, or any adjournment thereof, and in any action by written consent of the equityholders of the Company, or in any other circumstance in which the vote, consent or other approval of the equityholders of the Company is sought (and appear at any such meeting, in person or by proxy, or otherwise cause all of the such Supporting Company Shareholder’s Subject Company Equity Securities to be counted as present thereat for purposes of establishing a quorum), all of the Subject Company Equity Securities held by the such Supporting Company Shareholder at such time (i) in favor of the Company Equityholder Shareholder Proposals and (ii) against any action, agreement or transaction or proposal that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the BCA or that would reasonably be expected to result in the failure of the Transactions from being consummated and (b) not to commit or agree to take any action inconsistent with the foregoing. Nothing in this Agreement shall prohibit any Supporting Company Shareholder from acting pursuant to the Company Board Recommendation Change, in accordance with the BCA terms.

Voting Obligations. The Supporting Each Key Company ShareholderStockholder, with respect to its shares of Company Ordinary Shares Common Stock (together with any other equity securities of the Company that the Supporting each Key Company Shareholder Stockholder acquires record or beneficial ownership of after the date hereof, collectively, the “Subject Company Equity Securities”), hereby agrees during the term of this Agreement, severally and not jointly, as follows: (a) to vote (or cause to be voted), at any meeting of the equityholders stockholders of the Company, however called, or any adjournment thereof, and in any action by written consent of the equityholders stockholders of the CompanyCompany (which written consent shall be delivered promptly, and in any event within twenty-four (24) hours, after the Company or Parent requests such delivery), or in any other circumstance in which the vote, consent or other approval of the equityholders stockholders of the Company is sought (and appear at any such meeting, in person or by proxy, or otherwise cause all of the Supporting such Key Company ShareholderStockholder’s Subject Company Equity Securities to be counted as present thereat for purposes of establishing a quorum), all of the Subject Company Equity Securities held by the Supporting such Key Company Shareholder Stockholder at such time (i) in favor of the approval and adoption of the BCA and the approval of the Mergers and the other Transactions including the Company Equityholder Proposals COI Amendment and the Company Stockholder AIM Consent and (ii) against any action, agreement or transaction or proposal that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the BCA or that would reasonably be expected to result in the failure of the Transactions from being consummated and (b) not to commit or agree to take any action inconsistent with the foregoing.