Common use of Agreement to Vote Company Shares Clause in Contracts

Agreement to Vote Company Shares. At any meeting of -------------------------------- the stockholders of the Company called to consider and vote upon the adoption of the Merger Agreement (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of the adoption of the Merger Agreement by written consent of stockholders of Company, the Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Stockholder's Subject Shares in favor of the approval and adoption of the Merger Agreement and in favor of any other matter necessary for the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. At any meeting of the stockholders of the Company called to consider and vote upon any Adverse Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Adverse Proposal by written consent of stockholders of Company, the Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Stockholder's Subject Shares against such Adverse Proposal. For purposes of this Agreement, the term "Adverse Proposal" means any (a) Acquisition Proposal, (b) proposal or action that would reasonably be expected to result in a breach of any covenant, representation or warranty of Company set forth in the Merger Agreement, or (c) proposal or action that is intended or would reasonably be expected to impede, interfere with, delay or materially and adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement.

Agreement to Vote Company Shares. At The Stockholder irrevocably and unconditionally hereby agrees that, from the date hereof until the Expiration Time, at any meeting (whether annual or special and each adjourned or postponed meeting) of -------------------------------- Indigo’s stockholders, however called or in connection with any written consent of Indigo’s stockholders, the stockholders Stockholder will (x) appear at such meeting or otherwise cause its Owned Shares (as defined below) to be counted as present thereat for purposes of calculating a quorum and (y) vote or cause to be voted all of the Company called to consider and vote upon Shares Beneficially Owned by the Stockholder as of the relevant time (the “Owned Shares”) (1) in favor of (A) the adoption of the Merger Agreement (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of the adoption of approval the Merger Agreement and the other transactions contemplated by written consent of stockholders of Company, the Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Stockholder's Subject Shares in favor of the approval and adoption of the Merger Agreement and (B) any proposal to adjourn or postpone such meeting of stockholders of Indigo to a later date if there are not sufficient votes to approve the Merger, (2) against any Acquisition Proposal, without regard to any recommendation to the stockholders of Indigo by the Company Board concerning such Acquisition Proposal, and without regard to the terms of such Acquisition Proposal, or any other proposal made in favor opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, (3) against any agreement, amendment of any agreement (including the Certificate of Incorporation and Bylaws of Indigo), or any other matter necessary for the consummation of action that is intended or would reasonably be expected to prevent, impede, or, in any material respect, interfere with, delay, postpone, or discourage the transactions contemplated by the Merger Agreement and considered and voted upon at or (4) against any such meeting action, agreement, transaction or made the subject of any such written consent, as applicable. At any meeting of the stockholders of the Company called to consider and vote upon any Adverse Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Adverse Proposal by written consent of stockholders of Company, the Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Stockholder's Subject Shares against such Adverse Proposal. For purposes of this Agreement, the term "Adverse Proposal" means any (a) Acquisition Proposal, (b) proposal or action that would reasonably be expected to result in a breach of any representation, warranty, covenant, representation agreement or warranty other obligation of Company set forth Indigo in the Merger Agreement. For the avoidance of doubt, nothing in this Agreement, including the proxy granted in Section 2(e), shall in any way limit the Stockholder’s right to vote his, her or (c) proposal its Shares in its sole discretion on any other matters that may be submitted to the vote, consent or action that is intended other approval of or would reasonably be expected to impede, interfere with, delay or materially and adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement stockholders of Indigo, at any annual, special or this Agreementother meeting of Indigo’s stockholders called, and at every adjournment or postponement thereof.

Agreement to Vote Company Shares. At The Stockholder irrevocably and unconditionally hereby agrees that, from the date hereof until the Expiration Time, at any meeting (whether annual or special and each adjourned or postponed meeting) of -------------------------------- Indigo's stockholders, however called or in connection with any written consent of Indigo's stockholders, the stockholders Stockholder will (x) appear at such meeting or otherwise cause its Owned Shares (as defined below) to be counted as present thereat for purposes of calculating a quorum and (y) vote or cause to be voted all of the Company called to consider and vote upon Shares Beneficially Owned by the Stockholder as of the relevant time (the “Owned Shares”) (1) in favor of (A) the adoption of the Merger Agreement (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of the adoption approval of the Merger Agreement and the other transactions contemplated by written consent of stockholders of Company, the Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Stockholder's Subject Shares in favor of the approval and adoption of the Merger Agreement and (B) any proposal to adjourn or postpone such meeting of stockholders of Indigo to a later date if there are not sufficient votes to approve the Merger, (2) against any Acquisition Proposal, without regard to any recommendation to the stockholders of Indigo by the Company Board concerning such Acquisition Proposal, and without regard to the terms of such Acquisition Proposal, or any other proposal made in favor opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, (3) against any agreement, amendment of any agreement (including the Certificate of Incorporation and Bylaws of Indigo), or any other matter necessary for the consummation of action that is intended or would reasonably be expected to prevent, impede, or, in any material respect, interfere with, delay, postpone, or discourage the transactions contemplated by the Merger Agreement and considered and voted upon at or (4) against any such meeting action, agreement, transaction or made the subject of any such written consent, as applicable. At any meeting of the stockholders of the Company called to consider and vote upon any Adverse Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Adverse Proposal by written consent of stockholders of Company, the Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Stockholder's Subject Shares against such Adverse Proposal. For purposes of this Agreement, the term "Adverse Proposal" means any (a) Acquisition Proposal, (b) proposal or action that would reasonably be expected to result in a breach of any representation, warranty, covenant, representation agreement or warranty other obligation of Company set forth Indigo in the Merger Agreement. For the avoidance of doubt, nothing in this Agreement, including the proxy granted in Section 2(e), shall in any way limit the Stockholder's right to vote his, her or (c) proposal its Shares in its sole discretion on any other matters that may be submitted to the vote, consent or action that is intended other approval of or would reasonably be expected to impede, interfere with, delay or materially and adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement stockholders of Indigo, at any annual, special or this Agreementother meeting of Indigo's stockholders called, and at every adjournment or postponement thereof.