Common use of Voting Undertaking Clause in Contracts

Voting Undertaking. 7.5.1. Prior to the Closing and unless this Agreement is terminated in accordance with its terms, the Seller hereby agrees, at any annual, extraordinary, or special meeting of the shareholders of the Company (including without limitation the meeting called to approve the Series Agreements), and at any postponement(s) or adjournment(s) thereof, or pursuant to any consent in lieu of a meeting or otherwise, to vote (or cause to be voted) all Purchased Shares and all of the Ordinary Shares the Seller now or hereafter owns or controls, whether beneficially or otherwise held by him (including as a result of exercise of the options or other securities or rights convertible, exercisable or exchangeable into Ordinary Shares or otherwise) (collectively, the "SHARES") in the following manner: (i) in favor of the Series Agreements and the approval of the terms thereof and each of the transactions contemplated thereby, and any actions required in furtherance thereof; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company or the Seller hereunder or under the Series Agreements; (iii) except as otherwise expressly agreed to in writing in advance by Alpha, against any Acquisition Proposal or Acquisition Transaction (as defined in the PIPE Agreement) and any Other Proposal or Other Transaction; and (v) any other action involving the Company or its subsidiaries which is intended, or could in any manner be expected, to impede, interfere with, delay, postpone, or adversely affect the Series Agreements and the transactions contemplated thereby or hereby. Prior to the Closing and unless this Agreement is terminated in accordance with its terms, the Seller shall not enter into any agreement or understanding with any person the effect of which would be inconsistent with or violative of the provisions and undertakings referred to in this Section 7. 7.5.2. The Seller shall deliver a proxy to the Purchasers under the PIPE Agreement in accordance with the terms of the Voting Undertaking and Irrevocably Proxy dated of even date. 7.5.3. The Seller understands and acknowledges that the Purchaser is entering into the Series Agreements in reliance upon the Seller's execution and delivery of this Agreement. 7.5.4. The Purchaser understands and acknowledges that the transactions contemplated herein are an integral part of the transactions contemplated under the Series Agreements and the performance by Seller of his obligations hereunder prior to the Closing Date, including pursuant to Section 7.5, provides the Purchaser with a significant benefit. Accordingly, the Purchaser undertakes not to consummate the transactions under any of the Series Agreements unless the Closing for the sale of all Purchased Shares and the closing under the Shaked SPA are consummated concurrently, but subject to the next sentence. 7.5.5. Without derogating from the provisions of Section 7.3 and to the extent permitted under applicable law, the provisions of this Section 7.5 and the obligations hereunder shall attach to the Purchased Shares and shall be binding upon any person to which legal or beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including, without limitation, the Seller's heirs, guardians, administrators or successors, and notwithstanding any transfer of the Shares, the transferor shall remain liable for the performance of all obligations of the transferor hereunder.

Voting Undertaking. 7.5.11.1. Prior to the Closing Closing, and unless this the Merger Agreement is terminated in accordance with its termspursuant to Section 8.1 thereof, the Seller Shareholder hereby agrees, at any annual, extraordinary, or special meeting of the shareholders of the Company (including without limitation the meeting called to approve the Series AgreementsMerger Agreement), and at any postponement(s) or adjournment(s) thereof, or pursuant to any consent in lieu of a meeting or otherwiseotherwise (the "MEETING"), to vote (or cause to be voted) all Purchased Shareholder Shares and all of the Ordinary Company Shares the Seller Shareholder now or hereafter owns or controls, whether beneficially or otherwise held by him it (including as a result of exercise of the options or other securities or rights convertible, exercisable or exchangeable into Ordinary Company Shares or otherwise) (collectively, the "SHARES") in the following manner: (i) in favor of the Series Agreements Merger Agreement and the approval of the terms thereof and each of the transactions contemplated thereby, and any actions required in furtherance thereof; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company or the Seller hereunder or under the Series AgreementsMerger Agreement; (iii) except as otherwise expressly agreed to in writing in advance by Alpha, against any Acquisition Alternative Transaction Proposal or Acquisition Transaction (as defined in the PIPE Merger Agreement) and any Other Proposal or Other Transaction); and (viv) against any other action involving the Company or its subsidiaries which is intended, or could in any manner be is reasonably expected, to impede, interfere with, delay, postpone, or adversely affect the Series Agreements consummation of the Merger Agreement and the transactions contemplated thereby or herebythereby. Prior to the Closing and unless this the Company terminates the Merger Agreement is terminated in accordance with its termsSection 8.1 thereof, the Seller Shareholder shall not enter into any agreement or understanding with any person the effect of which would be inconsistent with or violative of the provisions and undertakings referred to in this Section 71.1. 7.5.21.2. The Seller shall deliver a proxy to the Purchasers under the PIPE Agreement in accordance with the terms of the Voting Undertaking and Irrevocably Proxy dated of even date. 7.5.3. The Seller Shareholder understands and acknowledges that the Purchaser is Purchasers are entering into the Series Agreements Merger Agreement in reliance upon the SellerShareholder's execution and delivery of this AgreementUndertaking. 7.5.4. The Purchaser understands and acknowledges that the transactions contemplated herein are an integral part of the transactions contemplated under the Series Agreements and the performance by Seller of his obligations hereunder prior to the Closing Date, including pursuant to Section 7.5, provides the Purchaser with a significant benefit. Accordingly, the Purchaser undertakes not to consummate the transactions under any of the Series Agreements unless the Closing for the sale of all Purchased Shares and the closing under the Shaked SPA are consummated concurrently, but subject to the next sentence. 7.5.51.3. Without derogating from any provisions to the provisions of Section 7.3 and contrary in the Merger Agreement, to the extent permitted under applicable law, the provisions of this Section 7.5 1 and the obligations hereunder shall attach to the Purchased Shares and shall be binding upon any person to which legal or beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including, without limitation, the Seller's heirs, guardians, Shareholder`s administrators or successors, and notwithstanding any transfer of the Shares, the transferor shall remain liable for the performance of all obligations of the transferor Shareholder hereunder; provided however that (notwithstanding clause (i) of Section 3), the Shareholder may transfer the Shares or any part thereof to any third party, subject to such third party executing this Undertaking, in which event the Shareholder shall not remain liable for the performance of all obligations of the Shareholder hereunder with respect to such transferred Shares.