Common use of Agreement to Vote Shares Clause in Contracts

Agreement to Vote Shares. (a) Prior to the Expiration Date, if there is a Company Shareholders Meeting (or any other meeting of the stockholders of the Company called at which a vote contemplated below is taken), then at such meeting and at every adjournment or postponement thereof, the Company Shareholder shall cause the Shares to be present thereat for purposes of establishing a quorum and vote the Shares, or cause the Shares to be voted, (i) in favor of the adoption of the Merger Agreement and the approval of the other Transactions (collectively, the “Proposed Transaction”), (ii) against the approval or adoption of any Alternative Proposal or any other proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any Alternative Proposal or any other action that would reasonably be expected to impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction, (iv) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of the Company Shareholder contained in this Agreement (the matters set forth in clauses (ii) and (iv) of this Section 3(a), an “Alternative Transaction”), and (v) in favor of any other matter reasonably necessary in order to consummate the Transactions, including the Merger.

Agreement to Vote Shares. (a) Prior to During the Expiration DateTerm, if there is a Company Shareholders Meeting (or any other at every meeting of the stockholders shareholders of the Company called at which a vote contemplated below is taken)called, then at such meeting and at every adjournment or postponement thereof, Shareholder (in Shareholder's capacity as such) shall appear at the Company Shareholder shall meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote the Shares, or cause the Shares to be voted, (i) in favor of the adoption and approval of the Merger Agreement and (the approval of the other Transactions (collectively, the “"Proposed Transaction”"), (ii) against the approval or adoption of any Alternative Proposal or any other proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any Alternative Proposal of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action that would is intended, or could reasonably be expected expected, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction, (iv) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of the Company Shareholder contained in this Agreement (the matters set forth in clauses (ii) and (iv) of this Section 3(a), an “Alternative Transaction”), and (v) in favor of any other matter reasonably necessary in order to consummate the Transactions, including the Merger.

Agreement to Vote Shares. (a) Prior to Stockholder irrevocably and unconditionally agrees during the Expiration Dateterm of this Agreement, if there is a Company Shareholders Meeting (at any annual or any other special meeting of the stockholders of the Company called at which a vote contemplated below is taken)with respect to the following matters, then at such meeting and at every adjournment or postponement thereofthereof (each, the Company Shareholder shall a “Covered Meeting”), to appear at any such meeting or otherwise cause the Shares to be counted as present thereat for purposes purpose of establishing a quorum and vote the Shares, or cause the holder of record to vote the Shares to be voted, at such meeting (i) in favor of the (1) adoption of the Merger Agreement and the approval of any other matters necessary for consummation of the other Transactions transactions contemplated by the Merger Agreement, including the Merger and (collectively, 2) any proposal to adjourn or postpone such meeting of stockholders of the “Proposed Transaction”), Company to a later date if there are not sufficient votes to approve the Merger; and (ii) against the approval or adoption of (1) any Alternative Company Competing Proposal or any other proposal made in opposition toof the transactions contemplated thereby, (2) any action, proposal, transaction, or agreement which could reasonably be expected to result in competition witha breach of any covenant, representation or warranty, or any other obligation or agreement of the Proposed TransactionCompany under the Merger Agreement or of Stockholder under this Agreement, and (iii3) against any Alternative Proposal action, proposal, transaction, or any other action agreement that would could reasonably be expected to impede, interfere with, delay, postponediscourage, discourage adversely affect, or adversely affect inhibit the timely consummation of the Proposed TransactionMerger or the fulfillment of Parent’s, (iv) against any action, proposal, transaction the Company’s or agreement that would reasonably be expected to result in a breach Merger Sub’s conditions under the Merger Agreement or change in any respect manner the voting rights of any covenant, representation or warranty or any other obligation or agreement class of shares of the Company contained (including any amendments to the Company’s Organizational Documents). Any attempt by the Stockholder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of), the Shares in the Merger Agreement, or of the Company Shareholder contained in this Agreement (the matters set forth in clauses (ii) and (iv) contravention of this Section 3(a), an “Alternative Transaction”), 3 shall be null and (v) in favor of any other matter reasonably necessary in order to consummate the Transactions, including the Mergervoid ab initio.

Agreement to Vote Shares. (a) Prior to the Expiration Date, if there is a Company Shareholders Meeting (or any other at every meeting of the stockholders of the Company called at which a vote contemplated below is taken)called, then at such meeting and at every adjournment or postponement thereof, and on every action or approval by written consent of the Company Shareholder stockholders of the Company, Stockholder (in Stockholder’s capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and and, to the extent not voted by the Persons appointed as proxies pursuant to this Agreement, vote the Shares, or cause the Shares to be voted, (i) in favor of the adoption and approval of the Merger Agreement and the approval of the other Transactions transactions contemplated thereby (collectively, the “Proposed Transaction”), (ii) against the approval or adoption of any Alternative Proposal or any other proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any Alternative Acquisition Proposal or any other action that would could reasonably be expected to impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction. Notwithstanding the foregoing, (iv) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of the Company Shareholder contained nothing in this Agreement (shall require Stockholder to vote or otherwise consent to any amendment to the matters Merger Agreement or the taking of any action that would result in the amendment, modification or a waiver of a provision therein, in any such case, in a manner that decreases the amount or changes the form of the Merger Consideration. Except as expressly set forth in clauses (ii) and (iv) of this Section 3(a), an “Alternative Transaction”), and (v) Stockholder shall not be restricted from voting in favor of of, against or abstaining with respect to any other matter reasonably necessary in order presented to consummate the Transactions, including stockholders of the MergerCompany.

Agreement to Vote Shares. (a) Prior to During the Expiration DateTerm, if there is a Company Shareholders Meeting (or any other at every meeting of the stockholders of the Company called at which a vote contemplated below is taken)called, then at such meeting and at every adjournment or postponement thereof, Stockholder (in Stockholder’s capacity as such) shall appear at the Company Shareholder shall meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote the Shares, or cause the Shares to be voted, (i) in favor of the adoption and approval of the Merger Agreement and the approval of the other Transactions (collectively, the “Proposed Transaction”), (ii) against the approval or adoption of any Alternative Proposal or any other proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any Alternative Proposal of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action that would is intended, or could reasonably be expected expected, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction, Transaction (iv) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect each of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of the Company Shareholder contained in this Agreement (the matters set forth in clauses (ii) and (iv) of this Section 3(aiii), an a “Alternative Competing Transaction”), and (v) in favor of any other matter reasonably necessary in order to consummate the Transactions, including the Merger.

Agreement to Vote Shares. (a) Prior to the Expiration Date, if there is a Company Shareholders Meeting (or any other at every meeting of the stockholders of the Company called at which a vote contemplated below is taken)called, then at such meeting and at every adjournment or postponement thereof, and on every action or approval by written consent of the Company Shareholder stockholders of the Company, Stockholder (in Stockholder’s capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote the Shares, or cause the Shares to be voted, (i) in favor of the adoption of the Merger Agreement and the approval of the other Transactions transactions contemplated thereby (collectively, the “Proposed Transaction”), (ii) against the approval or adoption of any Alternative Proposal or any other proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any Alternative Proposal other proposal or any other action that would could reasonably be expected to impede, interfere with, delay, postpone, discourage discourage, or adversely affect the consummation of the Proposed Transaction. Anything herein to the contrary notwithstanding, this Section 3(a) shall not require any Stockholder to be present (ivin person or by proxy) against or vote (or cause to be voted) any actionof his, proposal, transaction her of its Shares to amend the Merger Agreement or agreement take any action that would reasonably be expected to results or could result in the amendment or modification, or a breach waiver of a provision therein, in any respect of any covenantsuch case, representation in a manner that (i) decreases the absolute amount or warranty or any other obligation or agreement otherwise changes the form of the Company contained in the Stock Merger Agreement, Consideration or of the Company Shareholder contained in this Agreement (the matters set forth in clauses (ii) and (iv) imposes any material restrictions on or additional conditions on the payment of this Section 3(a), an “Alternative Transaction”), and (v) in favor of any other matter reasonably necessary in order the Stock Merger Consideration to consummate the Transactions, including the Mergerstockholders.

Agreement to Vote Shares. (a) Prior to the Expiration Date, if there is a Company Shareholders Meeting (or any other at every meeting of the stockholders of the Company called at which a vote contemplated below is taken)called, then at such meeting and at every adjournment or postponement thereof, and on every action or approval by written consent of the Company Shareholder stockholders of the Company, each Stockholder (in such Stockholder’s capacity as such) shall appear at the meeting or otherwise cause the his Shares to be present thereat for purposes of establishing a quorum and and, to the extent not voted by the Persons appointed as proxies pursuant to this Agreement, vote the Shares, or cause the Shares to be voted, (i) in favor of the adoption of the Merger Agreement and the approval of the other Transactions transactions contemplated thereby (collectively, the “Proposed Transaction”), (ii) against the approval or adoption of any Alternative Proposal or any other proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any Alternative Acquisition Proposal or any other action that would reasonably be expected to impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction. Notwithstanding the foregoing, (iv) against nothing in this Agreement shall require a Stockholder to vote or otherwise consent to any action, proposal, transaction amendment to the Merger Agreement or agreement the taking of any action that would reasonably be expected to result in the amendment, modification or waiver of a breach provision therein, in any respect of any covenantsuch case, representation in a manner that decreases the amount or warranty or any other obligation or agreement changes the form of the Company contained in Merger Consideration payable to such Stockholder taking into account any Exchange Agreement, dated as of the date of the Merger Agreement, or of the Company Shareholder contained in this Agreement (the matters as applicable. Except as expressly set forth in clauses (ii) and (iv) of this Section 3(a), an “Alternative Transaction”), and (v) a Stockholder shall not be restricted from voting in favor of of, against or abstaining with respect to any other matter reasonably necessary in order presented to consummate the Transactions, including stockholders of the MergerCompany.

Agreement to Vote Shares. (a) Prior to the Expiration Date, if there is a Company Shareholders Meeting (or any other at every meeting of the stockholders of the Company called at which a vote contemplated below is taken)called, then at such meeting and at every adjournment or postponement thereof, and on every action or approval by written consent of the Company Shareholder stockholders of the Company, Stockholder (in Stockholder’s capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and and, to the extent not voted by the Persons appointed as proxies pursuant to this Agreement, vote the Shares, or cause the Shares to be voted, (i) in favor of the adoption of the Merger Agreement and the approval of the other Transactions transactions contemplated thereby (collectively, the “Proposed Transaction”), (ii) against the approval or adoption of any Alternative Proposal or any other proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any Alternative Acquisition Proposal or any other action that would reasonably be expected to impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction. Notwithstanding the foregoing, (iv) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of the Company Shareholder contained nothing in this Agreement (shall require Stockholder to vote or otherwise consent to any amendment to the matters Merger Agreement or the taking of any action that would result in the amendment, modification or waiver of a provision therein. Except as expressly set forth in clauses (ii) and (iv) of this Section 3(a), an “Alternative Transaction”), and (v) Stockholder shall not be restricted from voting in favor of of, against or abstaining with respect to any other matter reasonably necessary in order presented to consummate the Transactions, including stockholders of the MergerCompany.

Agreement to Vote Shares. (a) Prior to the Expiration Date, if there is a Company Shareholders Meeting (or any other at every meeting of the stockholders of the Company called at which a vote contemplated below is taken)called, then at such meeting and at every adjournment or postponement thereof, and on every action or approval by written consent of the Company Shareholder stockholders of the Company, Stockholder (in Stockholder’s capacity as such) shall appear at the meeting or otherwise cause the Shares over which Stockholder has sole voting power to be present thereat for purposes of establishing a quorum and and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote the Shares, or cause the Shares to be voted, (i) in favor of approval of the adoption of Merger, the Merger Agreement and the approval of the other Transactions transactions contemplated thereby (collectively, the “Proposed Transaction”), (ii) against the approval or adoption of any Alternative Proposal or any other proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any Alternative Proposal of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action that would is intended, or could reasonably be expected expected, to impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction, Transaction (iv) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect each of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of the Company Shareholder contained in this Agreement (the matters set forth in clauses (ii) and (iv) of this Section 3(aiii), an a “Alternative Competing Transaction”), and (v) in favor of any other matter reasonably necessary in order to consummate the Transactions, including the Merger.

Agreement to Vote Shares. (a) Prior to The Shareholder hereby irrevocably and unconditionally agrees that from the date hereof until the Expiration DateTime, if there is a Company Shareholders Meeting at any meeting (whether annual or any other meeting special and each adjourned or postponed meeting) of the stockholders of Company’s Shareholders, however called, the Company called at which a vote contemplated below is taken), then Shareholder will (x) appear at such meeting and at every adjournment or postponement thereof, the Company Shareholder shall otherwise cause all of the Shares to be counted as present thereat for purposes of establishing calculating a quorum and (y) vote or cause to be voted all of the Shares, or cause the Shares to be voted, (i1) in favor of the adoption approval of the Merger Agreement Agreement, the Merger and the approval other transactions contemplated by the Merger Agreement, (2) against any Acquisition Proposal, without regard to any recommendation to the shareholders of the other Transactions (collectivelyCompany by the Board of Directors of the Company concerning such Acquisition Proposal, and without regard to the “Proposed Transaction”)terms of such Acquisition Proposal, (ii) against the approval or adoption of any Alternative Proposal or any other proposal made in opposition to, to or that is otherwise in competition withor inconsistent with the transactions contemplated by the Merger Agreement, the Proposed Transaction, and (iii3) against any Alternative Proposal agreement, amendment of any agreement (including the NewBridge Charter and the NewBridge Bylaws), or any other action that is intended or would reasonably be expected to prevent, impede, or, in any material respect, interfere with, delay, postpone, or discourage or adversely affect the consummation of transactions contemplated by the Proposed TransactionMerger Agreement, and (iv4) against any action, proposalagreement, transaction or agreement proposal that would reasonably be expected to result in a breach in any respect of any representation, warranty, covenant, representation agreement or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of the Company Shareholder contained in this Agreement (the matters set forth in clauses (ii) and (iv) of this Section 3(a), an “Alternative Transaction”), and (v) in favor of any other matter reasonably necessary in order to consummate the Transactions, including the Merger.

Agreement to Vote Shares. (a) Prior to the Expiration Date, if there is a Company Shareholders Meeting (or any other at every meeting of the stockholders shareholders of the Company called at which a vote contemplated below is taken)called, then at such meeting and at every adjournment or postponement thereof, and on every action or approval by written consent of the Company shareholders of the Company, Shareholder (in Shareholder’s capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and and, to the extent not voted by the Persons appointed as proxies pursuant to this Agreement, vote the Shares, or cause the Shares to be voted, (i) in favor of the adoption (A) approval of the Merger Agreement and the approval of the other Transactions (collectively, the “Proposed Transaction”), and (B) any adjournment or postponement recommended by the Company with respect to any shareholder meeting in connection with the Proposed Transaction; (ii) against the approval or adoption of any Alternative Proposal or any other proposal made in opposition to, or in competition with, the Proposed Transaction, ; and (iii) against any Alternative Proposal of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action that is intended, or would reasonably be expected expected, otherwise to impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction, (iv) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of the Company Shareholder contained in this Agreement (the matters set forth in clauses (ii) and (iv) of this Section 3(a), an “Alternative Transaction”), and (v) in favor of any other matter reasonably necessary in order to consummate the Transactions, including the Merger.

Agreement to Vote Shares. (a) Prior to During the Expiration DateTerm, if there is a Company Shareholders Meeting (or any other at every meeting of the stockholders shareholders of the Company called at which a vote contemplated below is taken)called, then at such meeting and at every adjournment or postponement thereof, Shareholder (in Shareholder’s capacity as such) shall appear at the Company Shareholder shall meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote the Shares, or cause the Shares to be voted, (i) in favor of the adoption and approval of the Merger Agreement and the approval of the other Transactions (collectively, the “Proposed Transaction”), (ii) against the approval or adoption of any Alternative Proposal or any other proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any Alternative Proposal of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action that would is intended, or could reasonably be expected expected, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction, (iv) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of the Company Shareholder contained in this Agreement (the matters set forth in clauses (ii) and (iv) of this Section 3(a), an “Alternative Transaction”), and (v) in favor of any other matter reasonably necessary in order to consummate the Transactions, including the Merger.

Agreement to Vote Shares. (a) Prior to the Expiration DateTime, if there is a Company Shareholders Meeting (or any other at every meeting of the stockholders of the Company called at which a vote contemplated below is taken)with respect to any of the following matters, then at such meeting and at every adjournment or postponement thereof, and on every action or approval by written consent or resolution of the stockholders of the Company Shareholder with respect to any of the following matters, Stockholder shall cause the Shares to be present thereat for purposes of establishing a quorum participate and vote the Shares, or cause the Shares to be voted, (i) in favor of the adoption of the Merger Agreement and the approval of the Merger and the other Transactions (collectivelytransactions contemplated by the Merger Agreement, and any other matter that is reasonably necessary to facilitate the “Proposed Transaction”)consummation of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against the approval or adoption of any Alternative Adverse Proposal or any other proposal made in opposition to, or in competition with, the Proposed Transaction, (as defined below) and (iii) against any Alternative Proposal or any other action matter that would reasonably be expected to impede, interfere with, delay, postpone, discourage postpone or adversely affect the consummation Merger or any of the Proposed Transaction, (iv) transactions contemplated by the Merger Agreement; provided that nothing in this Agreement shall preclude Stockholder from exercising full power and authority to vote the Shares and any New Shares in Stockholder’s sole discretion for or against any action, proposal, transaction or agreement that would reasonably be expected proposal submitted to result in a breach in any respect vote of any covenant, representation or warranty or any other obligation or agreement the stockholders of the Company contained (i) to approve any payment which would, in the absence of such approval, constitute a parachute payment under Section 280G of the Code, (ii) that increases the amount or changes the form of the Merger Consideration payable by the Company other than as provided in the Merger Agreement, Agreement or of the Company Shareholder contained in this Agreement (the matters set forth in clauses (iiiii) and (iv) of this Section 3(a), an “Alternative Transaction”), and (v) in favor of that imposes any other matter reasonably necessary additional obligations on Stockholder in order to consummate the TransactionsMerger. For purposes of this Agreement, including the Merger.“

Agreement to Vote Shares. (a) Prior to the Expiration Date, if there is a Company Shareholders Meeting (or any other At every meeting of the stockholders of the Company called at which a vote contemplated below is taken)with respect to any of the following, then at such meeting and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company Shareholder with respect to any of the following, each Stockholder shall vote all or cause the Shares to be present thereat for purposes voted the shares of establishing a quorum and vote Company Stock that it owns directly or Beneficially Owns on the Shares, or cause the Shares to be voted, record date of any such vote: (i) in favor of the Merger and the transactions contemplated by the Merger Agreement, the adoption of the Merger Agreement and the approval of the other Transactions (collectively, the “Proposed Transaction”), terms thereof and (ii) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (1) any merger, consolidation or other business combination involving the Company or its Subsidiaries; (2) a sale, lease or transfer of a material amount of the stock or assets of the Company or its Subsidiaries or a reorganization, recapitalization, dissolution or liquidation of the Company or its Subsidiaries that under applicable law requires the approval or adoption of the Company's stockholders; (3) (a) any Alternative Proposal change in the majority of the board of directors of the Company; (b) any material change in the present capitalization of the Company or any amendment of the Company's Certificate of Incorporation that under applicable law requires the approval of the Company's stockholders; (c) any other proposal made material change in opposition to, the Company's corporate structure or in competition with, business that under applicable law requires the Proposed Transaction, and approval of the Company's stockholders; or (iiid) against any Alternative Proposal or any other action that would under applicable law requires the approval of the Company's stockholders which is intended, or could reasonably be expected expected, to impede, interfere with, delay, postpone, discourage or materially adversely affect the consummation of the Proposed Transaction, (iv) against any action, proposal, transaction Merger or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in transactions contemplated by the Merger Agreement or this Agreement, or of the Company Shareholder contained in this Agreement (the matters set forth in clauses (ii) and (iv) of this Section 3(a), an “Alternative Transaction”), and (v) in favor of any other matter reasonably necessary in order to consummate the Transactions, including the Merger.