Common use of Voting Agreement Clause in Contracts

Voting Agreement. The Stockholder shall, 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, vote (or cause to be voted) the Shares (if any) then held of record or Beneficially Owned by such Stockholder, (i) in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof; and (ii) against any Acquisition Proposal and against any action or agreement that would impede, frustrate, prevent or nullify this Agreement, or result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which would result in any of the conditions set forth in Annex A to the Merger Agreement or set forth in Article VI of the Merger Agreement not being fulfilled. Notwithstanding anything in this Agreement to the contrary, the Stockholder, in his capacity as a director and/or officer of the Company, as the case may be, and in accordance with the Merger Agreement, may exercise his fiduciary duties with respect to the Company.

Voting Agreement. The Stockholder shall, 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, vote (or cause to be voted) the Shares (if any) then held of record or Beneficially Owned by such Stockholder, (i) in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof; and (ii) against any Acquisition Proposal and against any action or agreement that would impede, frustrate, prevent or nullify this Agreement, or result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which would result in any of the conditions set forth in Annex A to the Merger Agreement or set forth in Article VI of the Merger Agreement not being fulfilled. Notwithstanding anything in this Agreement to the contrary, the Stockholder, in his capacity as a director and/or officer of the Company, as the case may be, and in accordance with the Merger Agreement, may exercise his fiduciary duties with respect to the Company.

Voting Agreement. The Each Stockholder shall, at any meeting of the holders stockholders of Company Common Stockthe Company, however called, or in connection with any written consent of the holders stockholders of Company Common Stockthe Company, vote (or cause to be voted) the Shares (if any) all Securities then held of record or Beneficially Owned by such Stockholder, (i) in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof; and (ii) against any proposal relating to an Acquisition Proposal and against any action or agreement that would impede, frustrate, prevent or nullify this Agreement, or result in a material breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which would result in any of the conditions set forth in Annex A I to the Merger Agreement or set forth in Article VI of the Merger Agreement not being fulfilled. Notwithstanding anything in this Agreement to the contrary, the Stockholder, in his capacity as a director and/or officer of the Company, as the case may be, and in accordance with the Merger Agreement, may exercise his fiduciary duties with respect to the Company.

Voting Agreement. The Stockholder Stockholders shall, at any meeting of the holders stockholders of Company Common Stockthe Company, however called, or in connection with any written consent of the holders stockholders of Company Common Stockthe Company, vote (or cause to be voted) the Shares (if any) all Securities then held of record or Beneficially Owned by such Stockholderthe Stockholders, (i) in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof; and (ii) against any proposal relating to an Acquisition Proposal and against any action or agreement that would impede, frustrate, prevent or nullify this Agreement, or result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which would result in any of the conditions set forth in Annex A I to the Merger Agreement or set forth in Article VI of the Merger Agreement not being fulfilled. Notwithstanding anything in this Agreement to the contrary, the Stockholder, in his capacity as a director and/or officer of the Company, as the case may be, and in accordance with the Merger Agreement, may exercise his fiduciary duties with respect to the Company.