Common use of Voting of the Shares Clause in Contracts

Voting of the Shares. Each Stockholder hereby agrees that during the period commencing on the date hereof (the “Effective Date”) and continuing until the termination of this Agreement as specified in Article III hereof (the "Termination Date"), at any meeting of the holders of Company Common Stock, however called, or in connection with any written consent of the holders of Company Common Stock, such Stockholder shall vote (or cause to be voted) the Company Common Stock held of record or Beneficially Owned (as defined herein) by such Stockholder, whether heretofore owned or hereafter acquired, (i) for the Merger and the adoption and approval of the Merger Agreement and the transactions contemplated by the Merger Agreement and (ii) against any proposals for any merger, consolidation, sale or purchase of any assets, reorganization, recapitalization, amendment of the articles of incorporation or bylaws, change in the board of directors, liquidation or winding up of or by the Company or any other extraordinary corporate transaction which shall be reasonably likely to prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement. Each Stockholder, in his, her or its capacity as a Stockholder only, further agrees not to commit or agree to take any action inconsistent with the foregoing. Nothing in this Agreement will be deemed to restrict or limit the right of the Stockholder or any affiliate of the Stockholder to act in his, her or its capacity as an officer or director of the Company consistent with his, her or its fiduciary obligations in such capacity, if advised by counsel such action is required under applicable law. For purposes of this Agreement, "Beneficially Own" or "Beneficial Ownership" with respect to any securities shall mean having "beneficial ownership" of such securities (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended), including pursuant to any agreement, arrangement or understanding, whether or not in writing.

Voting of the Shares. Each Stockholder hereby agrees that during the period commencing on the date hereof (the “Effective Date”) and continuing until the termination of this Agreement as specified in Article III 3 hereof (the "Termination Date"), at any meeting of the holders of Company Global Common StockStock at which any of the following matters is considered, however called, or in connection with any written consent of the holders of Company Global Common StockStock relating to the approval of any of the following matters, such Stockholder shall vote (or cause to be voted) the Company Irrevocable Proxy and Voting Agreement Global Common Stock held of record or Beneficially Owned (as defined herein) by such Stockholder, whether heretofore owned or hereafter acquired, (i) for the Merger amendment of Global's Certificate of Incorporation (the "Charter Amendment") as set forth in Exhibit A, and for corresponding amendments to Global's Bylaws (the adoption "Bylaws Amendment"), and approval to otherwise establish and maintain a board of the Merger Agreement and the transactions directors comprising three classes whose members serve staggered terms of three years each as contemplated by the Merger Agreement and Charter Amendment, (ii) for the election of Richard Wiles, Richardson and Toomey as directors of Global, serving xxxxxxxxxxxx in xxxxx xxx clasxxx xx directors whose terms (after being elected in 2002) expire in 2005, 2005 and 2004, respectively (or, in the event that no persons other than Richard Wiles, Richardson and Toomey are then standing for election ax xxxxxxxxx, thx xxxxxxx of dixxxxxxs whose terms (after being elected in 2002) expire in 2004, 2005 and 2003, respectively), (iii) against any proposals for removal of Richardson or Toomey from any mergerposition as a director of Global, consolidation(iv) xxxxxxx xxy acxxxx xr agreement that might reasonably be expected to result directly or indirectly in the termination of, sale or purchase a breach of any assetscovenant, reorganization, recapitalization, amendment of the articles of incorporation representation or bylaws, change in the board of directors, liquidation or winding up of or by the Company warranty or any other extraordinary corporate transaction which shall be reasonably likely to prevent obligation or agreement of Global under, either Employment Agreement, and (v) against any proposal inconsistent with the consummation of the Merger or the other transactions contemplated by the Merger Agreementforegoing. Each Stockholder, in his, her or its capacity as a Stockholder only, further agrees not to commit or agree to take any action inconsistent with the foregoing. Nothing in this Agreement will be deemed to restrict or limit the right of the Stockholder or any affiliate of the Stockholder to act in his, her or its capacity as an officer or director of the Company consistent with his, her or its fiduciary obligations in such capacity, if advised by counsel such action is required under applicable law. For purposes of this Agreement, "Beneficially Own" or "Beneficial Ownership" with respect to any securities shall mean having "beneficial ownership" of such securities (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended), including pursuant to any agreement, arrangement or understanding, whether or not in writing.

Voting of the Shares. Each Stockholder hereby agrees that during the period commencing on From the date hereof (the “Effective Date”) and continuing until the any termination of this Agreement as specified in Article III hereof (the "Termination Date")accordance with its terms, at the Company Shareholders Meeting and any other meeting of the holders of Company Common Stock, however called, or in connection with any written consent shareholders of the holders of Company Common Stockhowever called or any adjournment thereof, such Stockholder Shareholder shall vote all of its Securities (or cause them to be voted) the Company Common Stock held of record ), in person or Beneficially Owned (by proxy, or, as defined herein) by such Stockholderapplicable, whether heretofore owned or hereafter acquiredexecute written consents in respect thereof, (ia) for the Merger and in favor of the adoption and approval of the Merger Agreement and the transactions contemplated by the Merger Agreement and (ii) against any proposals for any merger, consolidation, sale or purchase of any assets, reorganization, recapitalization, amendment of the articles of incorporation or bylaws, change in the board of directors, liquidation or winding up of or by the Company or any other extraordinary corporate transaction which shall be reasonably likely to prevent the consummation approval of the Merger or and the other transactions contemplated by the Merger Agreement, (b) against any Acquisition Proposal and any Alternative Transaction Agreement or any transaction that is the subject of an Acquisition Proposal (the "Covered Proposals") and (c) in favor of any adjournment or postponement of the Company Shareholders Meeting or other meeting recommended by the Company Board if there are not sufficient votes for adoption of the Merger Agreement and the approval of the Merger on the date on which such meeting is initially held or scheduled, as applicable. Each StockholderAny such vote shall be cast, or consent shall be given, as applicable, by Shareholder in hisaccordance with such procedures relating thereto so as to ensure that it is duly counted, her including for purposes of determining that a quorum is present and for purposes of recording the results of such vote or its capacity as a Stockholder onlyconsent. Until the earlier to occur of the Effective Time and the Outside Date, further the Shareholder covenants and agrees not to commit enter into any agreement or agree understanding with any Person with respect to take voting of its Shares on any action inconsistent Covered Proposal which conflicts with the foregoing. Nothing in this Agreement will be deemed to restrict or limit the right of the Stockholder or any affiliate of the Stockholder to act in his, her or its capacity as an officer or director of the Company consistent with his, her or its fiduciary obligations in such capacity, if advised by counsel such action is required under applicable law. For purposes terms of this Agreement. The Shareholder further agrees that, until the earlier to occur of the Effective Time and the Outside Date, the Shareholder will not, and will not permit any entity under the Shareholder's control to, (i) solicit proxies or become a "Beneficially Ownparticipant" in a "solicitation" (as such terms are defined in Rule 14A under the Exchange Act) in opposition to any Covered Proposal, (ii) initiate a shareholders' vote with respect to an Acquisition Proposal or Alternative Transaction Agreement, or (iii) to jointly hold (as such term is defined in the Israeli Securities Law 1968), or become a member of a "Beneficial Ownershipgroup" (as such term is used in Section 13(d) of the Exchange Act), with respect to any voting securities shall mean having "beneficial ownership" of such securities (as determined pursuant the Company with respect to Rule 13d-3 under the Securities Exchange Act of 1934, as amended), including pursuant to any agreement, arrangement an Acquisition Proposal or understanding, whether or not in writingan Alternative Transaction Agreement.

Voting of the Shares. Each Stockholder of the Stockholders, severally and not jointly, hereby agrees agree that during the period commencing on the date hereof (the “Effective Date”) and continuing until the termination of this Agreement as specified in Article III V hereof (the "“Termination Date"”), at any meeting of the holders of Company Common Stock, however called, or Stock (as defined in connection with any written consent of the holders of Company Common StockMerger Agreement), such Stockholder shall vote (or cause to be voted) the Company Common Stock and Company Preferred Stock held of record or Beneficially Owned (as defined hereinbelow) by such Stockholder, whether heretofore owned or hereafter acquired, (i) for the Merger and the adoption and approval of the Merger Agreement and the transactions contemplated by the Merger Agreement and Agreement, (ii) against any proposals for any merger, consolidation, sale or purchase of any assets, reorganization, recapitalization, amendment of the articles of incorporation or bylaws, change in the board of directors, liquidation or winding up of or by the Company or any other extraordinary corporate transaction which shall be reasonably likely to prevent the consummation of inconsistent with the Merger or the other transactions contemplated by the Merger Agreement, (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (iv) against any proposals for the amendment of the certificate of incorporation or by-laws of the Company (including, without limitation, the adoption of any stockholder rights agreement or the authorization or issuance of any new class or series of Company Preferred Stock or Company Common Stock) or any change in the management or board of directors of the Company which shall be inconsistent with the Merger or the other transactions contemplated by the Merger Agreement and (v) for or against the adjournment or postponement of any meeting called to consider the Merger. Each Stockholder, in his, her or its capacity as a Stockholder only, of the Stockholders further agrees not to commit or agree to take any action inconsistent with the foregoing. Nothing in this Agreement will be deemed to restrict or limit the right of the Stockholder or any affiliate of the Stockholder to act in his, her or its capacity as an officer or director of the Company consistent with his, her or its fiduciary obligations in such capacity, if advised by counsel such action is required under applicable law. For purposes of this Agreement, "Beneficially Own" or "Beneficial Ownership" with respect to any securities shall mean having "beneficial ownership" of such securities (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended), including pursuant to any agreement, arrangement or understanding, whether or not in writing.

Voting of the Shares. Each Stockholder Shareholder hereby agrees that during the period commencing on the date hereof (the “Effective Date”) and continuing until the termination of this Agreement as specified in Article III hereof (the "“Termination Date"”), at any meeting of the holders of Company Common Stock, however called, or in connection with any written consent of the holders of Company Common Stock, such Stockholder Shareholder shall vote (or cause to be voted) the Company Common Stock held of record or Beneficially Owned (as defined herein) by such StockholderShareholder, whether heretofore owned or hereafter acquired, (i) for the Merger and the adoption and approval of the Merger Agreement and the transactions contemplated by the Merger Agreement and (ii) against any proposals for any merger, consolidation, sale or purchase of any assets, reorganization, recapitalization, amendment of the articles of incorporation or bylaws, change in the board of directors, liquidation or winding up of or by the Company or any other extraordinary corporate transaction which shall be reasonably likely to prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement. Each StockholderShareholder, in his, her or its capacity as a Stockholder Shareholder only, further agrees not to commit or agree to take any action inconsistent with the foregoing. Nothing in this Agreement will be deemed to restrict or limit the right of the Stockholder Shareholder or any affiliate of the Stockholder Shareholder to act in his, her or its capacity as an officer or director of the Company consistent with his, her or its fiduciary obligations in such capacity, if advised by counsel such action is required under applicable law. For purposes of this Agreement, "“Beneficially Own" ” or "“Beneficial Ownership" ” with respect to any securities shall mean having "“beneficial ownership" ” of such securities (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended), including pursuant to any agreement, arrangement or understanding, whether or not in writing.

Voting of the Shares. Each Stockholder hereby agrees that during the --------------------- period commencing on the date hereof (the “Effective Date”) and continuing until the termination of this Agreement as specified in Article III hereof (the "Termination Date"), at any meeting of the holders of Company Holding Common Stock, however called, or in connection with any written consent of the holders of Company Holding Common Stock, such Stockholder shall vote (or cause to be voted) the Company Holding Common Stock held of record or Beneficially Owned (as defined herein) by such Stockholder, whether heretofore owned or hereafter acquired, (i) for the Reincorporation Merger and the adoption and approval of the Merger Agreement and the transactions contemplated by the Merger Agreement and (ii) against any proposals for any merger, consolidation, sale or purchase of any assets, reorganization, recapitalization, amendment of the articles of incorporation or bylaws, change in the board of directors, liquidation or winding up of or by the Company Holding or any other extraordinary corporate transaction which shall be reasonably likely to prevent the consummation of the Reincorporation Merger, Discount Merger or the other transactions contemplated by the Merger Agreement; provided, however, that -------- ------- this Agreement shall not be operative as to any Stockholder who so notifies the Company and the other Stockholders in the event a material amendment is entered into with respect to either the Merger Agreement or the Discount Merger Agreement (the "Merger Agreements"), unless said Stockholder otherwise later consents in writing. Each Stockholder, in his, her or its capacity as a Stockholder only, further agrees not to commit or agree to take any action inconsistent with the foregoing. Nothing in this Agreement will be deemed to restrict or limit the right of the Stockholder or any affiliate of the Stockholder to act in his, her or its capacity as an officer or director of the Company consistent with his, her or its fiduciary obligations in such capacity, if advised by counsel such action is required under applicable law. For purposes of this Agreement, "Beneficially Own" or "Beneficial Ownership" with respect to any securities shall mean having "beneficial ownership" of such securities (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended), including pursuant to any agreement, arrangement or understanding, whether or not in writing.

Voting of the Shares. Each Stockholder of the Stockholders, severally and not jointly, hereby agrees agree that during the period commencing on the date hereof (the “Effective Date”) and continuing until the termination of this Agreement as specified in Article III V hereof (the "“Termination Date"”), at any meeting of the holders of Company Common Stock, however called, or Stock (as defined in connection with any written consent of the holders of Company Common StockMerger Agreement), such Stockholder shall vote (or cause to be voted) the Company Common Stock and Company Preferred Stock held of record or Beneficially Owned (as defined hereinbelow) by such Stockholder, whether heretofore owned or hereafter acquired, (i) for the Merger and the adoption and approval of the Merger Agreement and the transactions contemplated by the Merger Agreement and Agreement, (ii) against any proposals for any merger, consolidation, sale or purchase of any assets, reorganization, recapitalization, amendment of the articles of incorporation or bylaws, change in the board of directors, liquidation or winding up of or by the Company or any other extraordinary corporate transaction which shall be reasonably likely to prevent the consummation of inconsistent with the Merger or the other transactions contemplated by the Merger Agreement, (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (iv) against any proposals for the amendment of the certificate of incorporation or by-laws of the Company (including, without limitation, the adoption of any stockholder rights agreement or the authorization or issuance of any new class or series of Company Preferred Stock or Company Common Stock) or any change in the management or board of directors of the Company which shall be inconsistent with the Merger or the other transactions contemplated by the Merger Agreement and (v) for or against the adjournment or postponement of any meeting called to consider the Merger. Each Stockholder, in his, her or its capacity as a Stockholder only, of the Stockholders further agrees not to commit or agree to take any action inconsistent with the foregoing. Nothing in this Agreement will be deemed to restrict or limit the right of the Stockholder or any affiliate of the Stockholder to act in his, her or its capacity as an officer or director of the Company consistent with his, her or its fiduciary obligations in such capacity, if advised by counsel such action is required under applicable law. For purposes of this Agreement, "“Beneficially Own" ” or "“Beneficial Ownership" ” with respect to any securities shall mean having "“beneficial ownership" ” of such securities (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended), including pursuant to any agreement, arrangement or understanding, whether or not in writing.