Common use of AGREEMENT TO DELIVER PROXY Clause in Contracts

AGREEMENT TO DELIVER PROXY. Each of the Stockholders agrees to deliver to IMS on the date hereof an irrevocable proxy substantially in the form attached hereto as EXHIBIT C to Vote such Stockholder's Shares (a) in favor of approval and adoption of the Merger Agreement, the Merger and the transactions contemplated thereby, the issuance of TriZetto Common Stock to IMS stockholders pursuant to the Merger Agreement, the TriZetto Charter Amendments and the Stock Option Plan at any meeting of the stockholders of TriZetto at which such matters are considered and at every adjournment or postponement thereof, (b) against any action or agreement that would compete with, impede, interfere with or tend to discourage the Transactions or inhibit the timely consummation of the Transactions, (c) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of TriZetto under the Merger Agreement and (d) except for the

AGREEMENT TO DELIVER PROXY. Each of the Stockholders agrees to deliver to IMS on the date hereof an irrevocable proxy substantially in the form attached hereto as EXHIBIT C to Vote such Stockholder's Shares (a) in favor of approval and adoption of the Merger Agreement, the Merger and the transactions contemplated thereby, the issuance of TriZetto Common Stock to IMS stockholders pursuant to the Merger Agreement, the TriZetto Charter Amendments and the Stock Option Plan at any meeting of the stockholders of TriZetto at which such matters are considered and at every adjournment or postponement thereof, (b) against any action or agreement that would compete with, impede, interfere with or tend to discourage the Transactions or inhibit the timely consummation of the Transactions, (c) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of TriZetto under the Merger Agreement and (d) except for thethe Transactions, against any merger, consolidation, business combination, reorganization,