Common use of Voting of Shares Clause in Contracts

Voting of Shares. Stockholder hereby agrees that from the date of the Original Voting Agreement until the termination of the Agreement pursuant to Section 3.2 (the "Term"), at any meeting of the stockholders of the Company however called and in any action by written consent of the stockholders of the Company, Stockholder shall vote its Shares (i) in favor of the Merger and the Merger Agreement, as it may be amended from time to time, (ii) against any Takeover Proposal and against any proposal for 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 or which is reasonably likely to result in any of the Company's obligations under the Merger Agreement not being fulfilled, any change in the directors of the Company (except as contemplated by the Merger Agreement), any change in the present capitalization of the Company or any amendment to the Company's corporate structure or business, or any other action which could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of shareholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including the ability for Investor or its nominee(s) to vote the Shares directly.

Voting of Shares. Stockholder Shareholder hereby agrees that from the date of the Original Voting Agreement hereof until the termination of the Agreement pursuant to Section 3.2 4.2 hereof (the "Term"), at any meeting of the stockholders Shareholders of the Company however called and in any action by written consent of the stockholders Shareholders of the Company, Stockholder Shareholder shall vote its Shares (i) in favor of the Merger and the Merger Agreement, as it may be amended from time to time, (ii) against any Takeover Acquisition Proposal (as defined in the Merger Agreement) and against any proposal for 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 or which is reasonably likely to result in any of the Company's obligations under the Merger Agreement not being fulfilled, any change in the directors of the Company (except as contemplated by the Merger Agreement), any change in the present capitalization of the Company or any amendment to the Company's corporate structure or business, or any other action which could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of shareholders Shareholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including the ability for Investor Merger Sub or its nominee(s) to vote the such Shareholder's Shares directly.

Voting of Shares. Stockholder hereby agrees that from the date of the Original Voting Agreement hereof until the termination of the Agreement pursuant to Section 3.2 4.2 (the "Term"), at any meeting of the stockholders of the Company however called and in any action by written consent of the stockholders of the Company, Stockholder shall vote its Shares (i) in favor of the Merger and the Merger Agreement, as it may be amended from time to time, (ii) against any Takeover Proposal (as defined in the Merger Agreement) and against any proposal for 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 or which is reasonably likely to result in any of the Company's obligations under the Merger Agreement not being fulfilled, any change in the directors of the Company (except as contemplated by the Merger Agreement), any change in the present capitalization of the Company or any amendment to the Company's corporate structure or business, or any other action which could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of shareholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including the ability for Investor Purchaser or its nominee(s) to vote the Shares directly.

Voting of Shares. Stockholder hereby agrees that from the date of the Original Voting Agreement hereof until the termination of the Agreement pursuant to Section 3.2 4.2 (the "Term"), at any meeting of the stockholders of the Company however called and in any action by written consent of the stockholders of the Company, Stockholder shall vote (or direct the record owner of its Shares to vote) its Shares (i) in favor of the Merger and the Merger Agreement, as it may be amended from time to time, (ii) against any Takeover Proposal and against any proposal for 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 or which is could reasonably likely be expected to result in any of the Company's obligations under the Merger Agreement not being fulfilled, any change in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement), any change in the present capitalization of the Company or any amendment to the Company's corporate structure or business, or any other action which could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of shareholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including the ability for Investor documents enabling Parent and Purchaser or its their nominee(s) to vote the Shares directly.

Voting of Shares. Stockholder hereby agrees that from From the date of the Original Voting Agreement hereof until the termination of the this Agreement pursuant to Section 3.2 hereof (the "“Term"”), at any meeting of the stockholders of the Company Company, however called and whenever called, and in any action by written consent of the stockholders of the Company, each Stockholder shall vote its such Stockholder’s Shares (i) in favor of the approval and adoption of the Merger Agreement and the Merger Agreementtransactions contemplated thereby, as it may be amended from time to timeincluding, without limitation, the Merger, (ii) against (A) any Takeover Proposal and against other than the Merger, (B) any proposal for action or agreement that would result in a breach or violation of any representation, warranty, covenant, representation agreement or warranty or any other obligation or agreement of the Company under the Merger Agreement or which is reasonably likely to result in any of the Company's obligations conditions under the Merger Agreement to the consummation of the Merger not being fulfilledsatisfied, (C) any change in the directors of the Company (except as contemplated by the Merger Agreement), any change in the present capitalization of the Company or any amendment to the Company's corporate structure or business, or (D) any other action which that could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated consummated, and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which Agreement, in the case of each of the immediately preceding clauses (i), (ii) and (iii), to the extent that any such matter is considered at any such meeting of shareholders meeting, or in any such consent, and of stockholders and, in connection therewith to therewith, each Stockholder shall execute any documents which are necessary or appropriate in order to effectuate the foregoing, including the ability for Investor Parent or its nominee(s) nominees to vote the such Shares directly.

Voting of Shares. Stockholder hereby agrees that from From the date of the Original Voting Agreement hereof until the termination of the Agreement pursuant to Section 3.2 (the "Term")this Agreement, at any meeting of the stockholders shareholders of the Company Company, however called called, and in any action by written consent of the stockholders shareholders of the Company, Stockholder each Shareholder shall vote its such Shareholder's Shares (i) in favor of the Merger and Merger, the Merger Agreement, Agreement (as it may be amended from time to timetime pursuant to the terms thereof) and all other transactions contemplated thereby, (ii) against any Takeover Acquisition Proposal or any negotiations or discussions with respect to an Acquisition Proposal and against any proposal for 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 or which is reasonably likely to result in any of the Company's obligations under the Merger Agreement not being fulfilledAgreement, any change in the directors of the Company (except as contemplated by the Merger Agreement)Company, any change in the present capitalization of the Company or any amendment to the Company's corporate structure Articles of Incorporation or businessBylaws, or any other action which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delaydelays, postpone postpones or materially adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated consummated, and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement and related agreements which is considered at any such meeting of shareholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including the ability for Investor Parent or its nominee(s) nominees to vote the such Shares directly.

Voting of Shares. Each Stockholder hereby agrees that from irrevocably constitutes and appoints Camco, or any nominee of Camco, with full power of substitution, during and for the date Term, as such Stockholder's true and lawful attorney and proxy, for and in such Stockholder's name, place and stead, to vote each of the Original Voting Agreement until the termination of the Agreement pursuant to Section 3.2 (the "Term")such Stockholder's Shares as its proxy, at any every annual, special or adjourned meeting of the stockholders of the Company however called and in (including the right to sign its name (as stockholder) to any action by written consent consent, certificate or other document relating to the Company that the law of the stockholders State of the Company, Stockholder shall vote its Shares Delaware may permit or require) (i) in favor of the approval of the Merger Agreement and the consummation of all other transactions contemplated by the Merger Agreement, as it may be amended from time to time, (ii) against any Takeover Proposal and against takeover proposal (as defined in the Merger Agreement) involving the Company, or any proposal for 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 or which is reasonably likely to could result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled, any change in the directors of the Company (except as contemplated by the Merger Agreement), any change in the present capitalization of the Company or any amendment to the Company's corporate structure or business, or any other action which could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated and (iii) in favor of any other matter necessary for relating to consummation of the transactions contemplated by the Merger Agreement which is considered at any Agreement. Each Stockholder further agrees to cause the Shares owned by such meeting of shareholders or Stockholder beneficially to be voted in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate accordance with the foregoing, including the ability for Investor or its nominee(s) to vote the Shares directly.

Voting of Shares. Stockholder hereby agrees that from the date of the Original Voting Agreement hereof until the termination of the Agreement pursuant to Section 3.2 3.1 (the "“Term"”), at any meeting of the stockholders shareholders of the Company however called and in any action by written consent of the stockholders shareholders of the Company, in each case before the Effective Time, Stockholder shall vote its (or direct the record owner of Stockholder’s Shares to vote) Stockholder’s Shares (i) in favor of the Merger and the Merger Agreement, as it may be amended from time to time, ; (ii) if so directed by Parent, against any Takeover Proposal and against any proposal for 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 or which is could reasonably likely be expected to result in any of the Company's ’s obligations under the Merger Agreement not being fulfilled, any change in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement), any change in the present capitalization of the Company or any amendment to the Company's ’s corporate structure or business, or any other action which could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated consummated; and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of shareholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including the ability for Investor including, without limitation, documents enabling Parent and Merger Sub or its their nominee(s) to vote the Stockholder’s Shares directly.

Voting of Shares. In the Stockholders Agreement, each Carlyle Stockholder hereby agrees that from the date of the Original Voting Agreement thereof until the termination of the Agreement pursuant to Section 3.2 (the "Term")Stockholders Agreement, at any meeting of the stockholders of the Company Stockholders, however called called, and in any action by written consent of the stockholders of the CompanyStockholders, such Carlyle Stockholder shall vote its Shares (i) in favor of the Merger and the Merger Agreement, Agreement (as it may be amended from time to time), (ii) against any Takeover Proposal and against any proposal for 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 or which is reasonably likely to result in any of the conditions of the Company's obligations under the Merger Agreement not being fulfilled, any change in the directors of the Company (except as contemplated by the Merger Agreement)Company, any change in the present capitalization of the 28 31 Company or any amendment to the Company's Certificate of Incorporation or Bylaws, any other material change in the Company's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of shareholders Stockholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including the ability for Investor Purchaser or its nominee(s) nominees to vote the Shares directly.. Agreement not to

Voting of Shares. Stockholder hereby agrees that from the date of the Original Voting Agreement until the termination of the Agreement pursuant to Section 3.2 (the "Term"), at At any meeting of the stockholders shareholders of the Company Company, however called called, and in any action by written consent of the stockholders shareholders of the Company, Stockholder each Shareholder shall vote its Owned Shares (i) in favor of the Merger and the Merger Agreement, Agreement (as it may be amended from time to time), (ii) against any proposal for a Takeover Proposal other than the Merger and against any proposal for action or agreement that would result in a the breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or the Ancillary Agreements or which is reasonably likely to result in any of the conditions of the Company's obligations under the Merger Agreement not being fulfilled, any change in the directors of the Company (except as contemplated by the Merger Agreement)Company, any change in the present capitalization of the Company or any amendment to the Company's Articles of Incorporation or Bylaws, any other material change in the Company's corporate structure or business, or any other action which could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by this the Merger Agreement or the Merger Agreement Ancillary Agreements or the likelihood of such transactions being consummated and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement or the Ancillary Documents which is considered at any such meeting of shareholders or in such consentconnection with any action by written consent of shareholders, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including the ability for Investor Merger Sub or its nominee(s) nominees to vote the such Owned Shares directly.

Voting of Shares. Stockholder Each Shareholder hereby agrees that from the date of the Original Voting Agreement hereof until the termination of the this Agreement pursuant to Section 3.2 4.2 hereof (“the "Term"”), at any meeting of the stockholders shareholders of the Company Company, however called called, and in any action by written consent of the stockholders shareholders of the Company, Stockholder such Shareholder shall vote its Shares (i) in favor of the Merger and the Merger Agreement, Agreement (as it may be amended from time to time), (ii) against any Takeover Proposal and against any proposal for 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 or which is reasonably likely to result in any of the conditions of the Company's ’s obligations under the Merger Agreement not being fulfilled, any change in the directors of the Company (except as contemplated by the Merger Agreement)Company, any change in the present capitalization of the Company or any amendment to the Company's ’s certificate of incorporation or bylaws, any other material change in the Company’s corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of shareholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including the ability for Investor Merger Sub or its nominee(s) nominees to vote the Shares directly.

Voting of Shares. Each Stockholder hereby agrees that from the date of the Original Voting Agreement hereof until the termination of the this Agreement pursuant to Section 3.2 6.2 hereof ("the "Term"), at any meeting of the stockholders of the Company Company, however called called, and in any action by written consent of the stockholders of the Company, such Stockholder shall vote its Shares (i) in favor of the Merger and the Merger Agreement, Agreement (as it may be amended from time to time), (ii) against any Takeover Proposal and against any proposal for 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 or which is reasonably likely to result in any of the conditions of the Company's obligations under the Merger Agreement not being fulfilled, any change in the directors of the Company (except as contemplated by the Merger Agreement)Company, any change in the present capitalization of the Company or any amendment to the Company's certificate of incorporation or bylaws, any other material change in the Company's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of shareholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including the ability for Investor Merger Sub or its nominee(s) nominees to vote the Shares directly.

Voting of Shares. Stockholder hereby agrees that from From the date of the Original Voting Agreement hereof until the ---------------- earliest to occur of (x) termination of the this Agreement pursuant to Section 3.2 6.2 hereof, (y) the expiration of the Stock Option with respect to such Stockholder's Shares and (z) the closing of any exercise of such Stock Option (the "Term"), at any meeting of the stockholders of the Company Company, however called called, and in any action by written consent of the stockholders of the Company, each Stockholder shall vote its Shares (i) in favor of the Merger and the Merger Agreement, Agreement (as it may be amended from time to time), (ii) against any Takeover Proposal and against any proposal for 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 or which is reasonably likely to result in any of the conditions of the Company's obligations under the Merger Agreement not being fulfilled, any change in the directors of the Company (except as contemplated by the Merger Agreement)Company, any change in the present capitalization of the Company or any amendment to the Company's Restated Certificate of Incorporation or By-Laws, any other material change in the Company's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of shareholders stockholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including the ability for Investor Purchaser or its nominee(s) nominees to vote the such Shares directly.

Voting of Shares. Each Stockholder hereby agrees that from the date of the Original Voting Agreement hereof until the termination of the this Agreement pursuant to Section 3.2 6.2 hereof ("the "Term"), at any meeting of the stockholders of the Company Company, however called called, and in any action by written consent of the stockholders of the Company, such Stockholder shall vote its Shares (i) in favor of the Merger and the Merger Agreement, Agreement (as it may be amended from time to time), (ii) against any Takeover Proposal and against any proposal for action or 2 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 or which is reasonably likely to result in any of the conditions of the Company's obligations under the Merger Agreement not being fulfilled, any change in the directors of the Company (except as contemplated by the Merger Agreement)Company, any change in the present capitalization of the Company or any amendment to the Company's certificate of incorporation or bylaws, any other material change in the Company's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of shareholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including the ability for Investor Merger Sub or its nominee(s) nominees to vote the Shares directly.

Voting of Shares. Stockholder hereby agrees that from From the date of the Original Voting Agreement hereof until the termination of the this Agreement pursuant to Section 3.2 5.2 hereof (the "Term"), at any meeting of the stockholders of the Company Company, however called called, and in any action by written consent of the stockholders of the Company, Stockholder shall vote its his Shares (i) in favor of the Merger and the Merger Agreement, Agreement (as it may be amended from time to time; provided that Stockholder shall not be required to vote in favor of the Merger Agreement or the Merger if the Merger Agreement has been amended in any manner that is material and adverse to the Stockholder without such Stockholder's written consent), (ii) against any Takeover Proposal and against any proposal for 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 or which is reasonably likely to result in any of the conditions of the Company's obligations under the Merger Agreement not being fulfilled, any change in the directors of the Company (except as contemplated by the Merger Agreement)Company, any change in the present capitalization of the Company or any amendment to the Company's Articles of Incorporation or By-Laws, any other material change in the Company's corporate structure or business, or any other action action, which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of shareholders stockholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including the ability for Investor Purchaser or its nominee(s) nominees to vote the such Shares directly.

Voting of Shares. Stockholder hereby agrees that from From the date of the Original Voting Agreement hereof until the termination of the this Agreement pursuant to Section 3.2 5.1 hereof (the "“Term"”), at any meeting of the stockholders of the Company OPTA, however called called, and in any action by written consent of the stockholders of the CompanyOPTA, each Stockholder shall vote its his or her Shares (i) in favor of the Merger and the Merger Agreement, Agreement (as it may be amended from time to time), (ii) against any Takeover Acquisition Proposal and against any proposal for action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company OPTA under the Merger Agreement or which is reasonably likely to result in any of the Company's conditions of OPTA’s obligations under the Merger Agreement not being fulfilled, any change in the directors of the Company (except as contemplated by the Merger Agreement)OPTA, any change in the present capitalization of the Company OPTA or any amendment to the Company's OPTA’s Certificate of Incorporation or By-Laws, any other material change in OPTA’s corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of shareholders stockholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including the ability for Investor Acquisition Subsidiary or its nominee(s) nominees to vote the such Shares directly.

Voting of Shares. Stockholder hereby agrees that from From the date of the Original Voting Agreement hereof until the termination of the this Agreement pursuant to Section 3.2 6.1 hereof (the "Term"), at any meeting of the stockholders of the Company OPTA, however called called, and in any action by written consent of the stockholders of the CompanyOPTA, each Stockholder shall vote its his or her Shares (i) in favor of the Merger and the Merger Agreement, Agreement (as it may be amended from time to time), (ii) against any Takeover Acquisition Proposal and against any proposal for action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company OPTA under the Merger Agreement or which is reasonably likely to result in any of the Companyconditions of OPTA's obligations under the Merger Agreement not being fulfilled, any change in the directors of the Company (except as contemplated by the Merger Agreement)OPTA, any change in the present capitalization of the Company OPTA or any amendment to the CompanyOPTA's Certificate of Incorporation or By-Laws, any other material change in OPTA's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of shareholders stockholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including the ability for Investor Acquisition Subsidiary or its nominee(s) nominees to vote the such Shares directly.

Voting of Shares. Stockholder Trustee hereby agrees that from the date of the Original Voting Agreement hereof until the termination of the Agreement pursuant to Section 3.2 (the "Term"), at any meeting of the stockholders of the Company however called and in any action by written consent of the stockholders of the Company, Stockholder Trustee shall vote its the Shares (i) in favor of the Merger and the Merger Agreement, Agreement (as it may be amended from time to time), (ii) against any Takeover Proposal (as defined in the Merger Agreement) and against any proposal for 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 or which is reasonably likely to result in any of the Company's obligations under the Merger Agreement not being fulfilled, any change in the directors of the Company (except as contemplated by the Merger Agreement), any change in the present capitalization of the Company or any amendment to the Company's corporate structure or business, or any other action which could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by this Agreement, the Stockholder Agreement or the Merger Agreement or the likelihood of such transactions being consummated and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of shareholders stockholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including the ability for Investor Purchaser or its nominee(s) to vote the Shares directly.

Voting of Shares. Stockholder hereby agrees that from the date of the Original Voting Agreement hereof until the termination of the Agreement pursuant to Section 3.2 3.1 (the "Term"), at any meeting of the stockholders shareholders of the Company however called and in any action by written consent of the stockholders shareholders of the Company, in each case before the Effective Time, Stockholder shall vote its (or direct the record owner of Stockholder's Shares to vote) Stockholder's Shares (i) in favor of the Merger and the Merger Agreement, as it may be amended from time to time, ; (ii) if so directed by Parent, against any Takeover Proposal and against any proposal for 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 or which is could reasonably likely be expected to result in any of the Company's obligations under the Merger Agreement not being fulfilled, any change in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement), any change in the present capitalization of the Company or any amendment to the Company's corporate structure or business, or any other action which could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated consummated; and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of shareholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including the ability for Investor including, without limitation, documents enabling Parent and Merger Sub or its their nominee(s) to vote the Stockholder's Shares directly.