Common use of Agreement to Vote Irrevocable Proxy Clause in Contracts

Agreement to Vote Irrevocable Proxy. (a) Each Stockholder hereby agrees that during the period commencing on the date of this Agreement and continuing until the first to occur of the Effective Time (as defined in the Merger Agreement) or the Termination Date, at any meeting of the holders of the Shares, however called, or in connection with any written consent of the holders of Shares, such Stockholder shall vote (or cause to be voted) the Shares held of record or Beneficially Owned by such Stockholder, whether owned on the date hereof or hereafter acquired, (i) in favor of approval of the Merger Agreement, all transactions contemplated thereby, and any actions required in furtherance thereof and hereof (including election of such directors of the Company as Parent is entitled to designate pursuant to Section 1.3(a) of the Merger Agreement); (ii) against any action or agreement that is intended, or could reasonably be expected, to impede, interfere with, or prevent the Offer or the Merger or result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its subsidiaries under the Merger Agreement or this Agreement; and (iii) except as specifically requested in writing in advance by Parent, against any of the following actions (other than the Merger and the transactions contemplated by the Merger Agreement and this Agreement) that are submitted to a vote of the holders of the Shares: (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries or affiliates; (B) any sale, lease, transfer or disposition by the Company or any of its subsidiaries of any assets outside the ordinary course of business or any assets which in the aggregate are material to the Company and its subsidiaries taken as a whole, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries or affiliates; (C)(1) any change in the present capitalization of the Company or any amendment of the Company's Certificate of Incorporation or Bylaws; (2) any other material change in the corporate structure or business of the Company or any of its subsidiaries; or (3) any other action or agreement that is intended, or could reasonably be expected, to impede, interfere with or prevent the Offer, the Merger or the transactions contemplated by this Agreement or the Merger Agreement. None of the Stockholders shall enter into any agreement or understanding with any Person, the effect of which would be inconsistent with or violative of the provisions and agreements contained in Section 1 or 2 hereof.

Agreement to Vote Irrevocable Proxy. (a) Each Stockholder hereby agrees that during the period commencing on the date of this Agreement and continuing until the first to occur of the Effective Time (as defined in the Merger Agreement) or the Termination Date, at any meeting of the holders of the Shares, however called, or in connection with any written consent of the holders of Shares, such Stockholder shall vote (or cause to be voted) the Shares Company Securities entitled to vote and held of record or Beneficially Owned by such Stockholder, whether owned on the date hereof or hereafter acquired, (i) in favor of approval of the Merger Agreement, all transactions contemplated thereby, and any actions required in furtherance thereof and hereof (including election of such directors of the Company as Parent is entitled to designate pursuant to Section 1.3(a) of the Merger Agreement); (ii) against any action or agreement that is intended, or could reasonably be expected, to impede, interfere with, or prevent the Offer or the Merger or result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its subsidiaries under the Merger Agreement or this Agreement; and (iii) except as specifically requested in writing in advance by Parent, against any of the following actions (other than the Merger and the transactions contemplated by the Merger Agreement and this Agreement) that are submitted to a vote of the holders of the Shares: (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries or affiliates; (B) any sale, lease, transfer or disposition by the Company or any of its subsidiaries of any assets outside the ordinary course of business or any assets which in the aggregate are material to the Company and its subsidiaries taken as a whole, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries or affiliates; (C)(1) ), except as contemplated by the Merger Agreement with respect to the Series B Preferred Stock, any change in the present capitalization of the Company or any amendment of the Company's Certificate Articles of Incorporation or Bylaws; (2) any other material change in the corporate structure or business of the Company or any of its subsidiaries; or (3) any other action or agreement that is intended, or could reasonably be expected, to impede, interfere with or prevent the Offer, the Merger or the transactions contemplated by this Agreement or the Merger Agreement. None of the Stockholders shall enter into any agreement or understanding with any Person, the effect of which would be inconsistent with or violative of the provisions and agreements contained in Section 1 or 2 hereof.

Agreement to Vote Irrevocable Proxy. (a) Each Stockholder The ------------------------------------ Shareholder hereby agrees that during the period commencing on the date of this Agreement and continuing until (x) if the first to occur of the Effective Time Option (as defined in Section 2(a)) is exercised, the Merger AgreementOption Closing (as defined in Section 2(c)) or (y) if the Termination DateOption is not exercised, the Option Expiration Time (as applicable, the "Voting ------ Expiration Time"), at any meeting of the holders of any of the Shares, however --------------- called, or in connection with any written consent of the holders of any of the Shares, such Stockholder the Shareholder shall vote (or cause to be voted) the Shares held of record or Beneficially Owned by such Stockholderthe Shareholder, whether owned on the date hereof or hereafter acquired, (i) in favor of approval of the Merger Agreement, all transactions contemplated thereby, and any actions required in furtherance thereof and hereof (including election of such directors of the Company as Parent is entitled to designate pursuant to Section 1.3(a) of the Merger Agreement)hereof; (ii) against any action or agreement that is intended, or could reasonably be expected, to impede, interfere with, or prevent the Offer or the Merger or result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its subsidiaries under the Merger Agreement or this Agreement; and (iii) except as specifically requested in writing in advance by Parent, against any of the following actions (other than the Merger and the transactions contemplated by the Merger Agreement and this Agreement) that are submitted to a vote of the holders of the Shares: (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries or affiliatesSubsidiaries; (B) any sale, lease, transfer or disposition by the Company or any of its subsidiaries Subsidiaries of any assets outside the ordinary course of business or any assets which in the aggregate are material to the Company and its subsidiaries Subsidiaries taken as a whole, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries or affiliatessubsidiaries; (C)(1) any change in the present capitalization of the Company or any amendment of the Company's Certificate certificate of Incorporation incorporation or Bylawsby-laws; (2) any other material change in the corporate structure or business of the Company or any of its subsidiaries; or (3) any other action or agreement that is intended, or could reasonably be expected, to impede, interfere with or prevent the Offer, the Merger or the transactions contemplated by this Agreement or the Merger Agreement. None of the Stockholders shall enter into any agreement or understanding with any Person, the effect of which would be inconsistent with or violative of the provisions and agreements contained in Section 1 or 2 hereof.

Agreement to Vote Irrevocable Proxy. (a) Each Stockholder hereby agrees that during the period commencing on as of the date of this Agreement and continuing until the first to occur of the Effective Closing Time (as defined in or 45 days after the termination of the Merger Agreement) or the Termination DateAgreement in accordance with its terms, at any meeting of the holders of the Shares, however called, or in connection with any written consent of the holders of Shares, such each Stockholder shall vote (or cause to be voted) the Shares held of record or Beneficially Owned (as defined herein) by such each Stockholder, whether owned on the date hereof or hereafter acquired, (i) in favor of approval of the Merger Agreement, all transactions contemplated thereby, and any actions required in furtherance thereof and hereof (including election of such directors of the Company as Parent is entitled to designate pursuant to Section 1.3(a) of the Merger Agreement); (ii) against any action or agreement that is intended, or could reasonably be expected, to impede, interfere with, or prevent the Offer or the Merger or result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its subsidiaries under the Merger Agreement or this Agreement; and (iii) except as specifically requested in writing in advance by Parent, against any of the following actions (other than the Merger and the transactions contemplated by the Merger Agreement and this Agreement) that are submitted to a vote of the holders of the Shares: ): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries or affiliates; (B) any a sale, lease, transfer or disposition by the Company or any of its subsidiaries of any assets outside the ordinary course of business or any assets which in the aggregate are material to the Company and its subsidiaries taken as a whole, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries or affiliates; (C)(1) any change in the present capitalization of the Company or any amendment of the Company's Certificate of Incorporation charter or BylawsBy-Laws; (2) any other material change in the corporate structure or business of the Company Company's or any of its subsidiaries' corporate structure or business; or (3) any other action that, in the case of each of the matters referred to in clauses (C)(1), (2) or agreement that (3), is intended, or could reasonably be expected, to impede, interfere with with, delay, postpone or prevent materially adversely affect the Offer, the Merger or the transactions contemplated by this Agreement or the Merger Agreement. None of the Stockholders shall enter into any agreement or understanding with any Person, Person (as defined herein) the effect of which would be inconsistent with or violative of the provisions and agreements contained in Section 1 or 2 hereof.

Agreement to Vote Irrevocable Proxy. (a) Each Stockholder The Shareholder ------------------------------------ hereby agrees that during the period commencing on the date of this Agreement and continuing until (x) if the first to occur of the Effective Time Option (as defined in Section 2(a)) is exercised, the Merger AgreementOption Closing (as defined in Section 2(c)) or (y) if the Termination DateOption is not exercised, the Option Expiration Time (as applicable, the "Voting ------ Expiration Time"), at any meeting of the holders of any of the Shares, however --------------- called, or in connection with any written consent of the holders of any of the Shares, such Stockholder the Shareholder shall vote (or cause to be voted) the Shares held of record or Beneficially Owned by such Stockholderthe Shareholder, whether owned on the date hereof or hereafter acquired, (i) in favor of approval of the Merger Agreement, all transactions contemplated thereby, and any actions required in furtherance thereof and hereof (including election of such directors of the Company as Parent is entitled to designate pursuant to Section 1.3(a) of the Merger Agreement)hereof; (ii) against any action or agreement that is intended, or could reasonably be expected, to impede, interfere with, or prevent the Offer or the Merger or result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its subsidiaries under the Merger Agreement or this Agreement; and (iii) except as specifically requested in writing in advance by Parent, against any of the following actions (other than the Merger and the transactions contemplated by the Merger Agreement and this Agreement) that are submitted to a vote of the holders of the Shares: (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries or affiliatesSubsidiaries; (B) any sale, lease, transfer or disposition by the Company or any of its subsidiaries Subsidiaries of any assets outside the ordinary course of business or any assets which in the aggregate are material to the Company and its subsidiaries Subsidiaries taken as a whole, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries or affiliatessubsidiaries; (C)(1) any change in the present capitalization of the Company or any amendment of the Company's Certificate certificate of Incorporation incorporation or Bylawsby-laws; (2) any other material change in the corporate structure or business of the Company or any of its subsidiaries; or (3) any other action or agreement that is intended, or could reasonably be expected, to impede, interfere with or prevent the Offer, the Merger or the transactions contemplated by this Agreement or the Merger Agreement. None of the Stockholders shall enter into any agreement or understanding with any PersonAs used in this Agreement, the effect term "Beneficially Own" or "Beneficial ---------------- ---------- Ownership" with respect to any securities means having "beneficial ownership" of --------- such securities as determined pursuant to Rule 13d-3 under the Exchange Act, including pursuant to any agreement, arrangement or understanding, whether or not in writing, except that the term shall not include Shares which would be inconsistent with or violative the Shareholder has the right to acquire under any options to acquire Shares from the Company ("Company Stock ------------- Options") unless such Shares have been acquired upon exercise of the provisions and agreements contained in Section 1 or 2 hereofsuch Company ------- Stock Options.

Agreement to Vote Irrevocable Proxy. (a) Each Stockholder hereby agrees that during the period commencing on as of the date of this Agreement and continuing until the first to occur of the Effective Closing Time (as defined in or 45 days after the termination of the Merger Agreement) or the Termination DateAgreement in accordance with its terms, at any meeting of the holders of the Shares, however called, or in connection with any written consent of the holders of Shares, such each Stockholder shall vote (or cause to be voted) the Shares held of record or Beneficially Owned (as defined herein) by such each Stockholder, whether owned on the date hereof or hereafter acquired, (i) in favor of approval of the Merger Agreement, all transactions contemplated thereby, and any actions required in furtherance thereof and hereof (including election of such directors of the Company as Parent is entitled to designate pursuant to Section 1.3(a) of the Merger Agreement); (ii) against any action or agreement that is intended, or could reasonably be expected, to impede, interfere with, or prevent the Offer or the Merger or result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its subsidiaries under the Merger Agreement or this Agreement; and (iii) except as specifically requested in writing in advance by ParentParent , against any of the following actions (other than the Merger and the transactions contemplated by the Merger Agreement and this Agreement) that are submitted to a vote of the holders of the Shares: ): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries or affiliates; (B) any a sale, lease, transfer or disposition by the Company or any of its subsidiaries of any assets outside the ordinary course of business or any assets which in the aggregate are material to the Company and its subsidiaries taken as a whole, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries or affiliates; (C)(1) any change in the present capitalization of the Company or any amendment of the Company's Certificate of Incorporation charter or BylawsBy-Laws; (2) any other material change in the corporate structure or business of the Company Company's or any of its subsidiaries' corporate structure or business; or (3) any other action that, in the case of each of the matters referred to in clauses (C)(1), (2) or agreement that (3), is intended, or could reasonably be expected, to impede, interfere with with, delay, postpone or prevent materially adversely affect the Offer, the Merger or the transactions contemplated by this Agreement or the Merger Agreement. None of the Stockholders shall enter into any agreement or 2 understanding with any Person, Person (as defined herein) the effect of which would be inconsistent with or violative of the provisions and agreements contained in Section 1 or 2 hereof.

Agreement to Vote Irrevocable Proxy. (a) Each Stockholder The Shareholder hereby agrees that during the period commencing on the date of this Agreement and continuing until (x) if the first to occur of the Effective Time Option (as defined in Section 2(a)) is exercised, the Merger AgreementOption Closing (as defined in Section 2(c)) or (y) if the Termination DateOption is not exercised, the Option Expiration Time (as applicable, the "VOTING EXPIRATION TIME"), at any meeting of the holders of any of the Shares, however called, or in connection with any written consent of the holders of any of the Shares, such Stockholder the Shareholder shall vote (or cause to be voted) the Shares held of record or Beneficially Owned by such Stockholderthe Shareholder, whether owned on the date hereof or hereafter acquired, (i) in favor of approval of the Merger Agreement, all transactions contemplated thereby, and any actions required in furtherance thereof and hereof (including election of such directors of the Company as Parent is entitled to designate pursuant to Section 1.3(a) of the Merger Agreement)hereof; (ii) against any action or agreement that is intended, or could reasonably be expected, to impede, interfere with, or prevent the Offer or the Merger or result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its subsidiaries under the Merger Agreement or this Agreement; and (iii) except as specifically requested in writing in advance by Parent, against any of the following actions (other than the Merger and the transactions contemplated by the Merger Agreement and this Agreement) that are submitted to a vote of the holders of the Shares: (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries or affiliatesSubsidiaries; (B) any sale, lease, transfer or disposition by the Company or any of its subsidiaries Subsidiaries of any assets outside the ordinary course of business or any assets which in the aggregate are material to the Company and its subsidiaries Subsidiaries taken as a whole, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries or affiliatessubsidiaries; (C)(1) any change in the present capitalization of the Company or any amendment of the Company's Certificate certificate of Incorporation incorporation or Bylawsby-laws; (2) any other material change in the corporate structure or business of the Company or any of its subsidiaries; or (3) any other action or agreement that is intended, or could reasonably be expected, to impede, interfere with or prevent the Offer, the Merger or the transactions contemplated by this Agreement or the Merger Agreement. None of the Stockholders shall enter into any agreement or understanding with any Person, the effect of which would be inconsistent with or violative of the provisions and agreements contained in Section 1 or 2 hereof.