Common use of Agreement to Vote Shares; Irrevocable Proxy Clause in Contracts

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares to vote or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company: (i) in favor of the Series A Amendments and Series B Amendments and the Transaction, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof; (ii) against any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Series A Amendments and Series B Amendments and the Transaction; and (iii) in favor of any other matter necessary for the adoption of the Series A Amendments and Series B Amendments and consummation of the transactions contemplated by the Purchase Agreement (and each other document delivered thereunder), which is considered at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof, and in connection therewith to execute any documents reasonably requested by the Company or Purchaser that are necessary or appropriate in order to effectuate the foregoing.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of any Shares to vote or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Companyvote: (i) at the Company Stockholders Meeting in favor of (1) the Series A Amendments and Series B Amendments Mergers and the TransactionMerger Agreement and any other transactions or matters contemplated by the Merger Agreement, (2) any proposal to adjourn or postpone the Company Stockholders Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement or if there are not sufficient shares present in person or by proxy at such meeting to constitute a quorum, (ii) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Agreement, in each case at every meeting (or in connection with any action by written consent) of the stockholders of the Company Stockholders at which such matters are considered and at every adjournment or postponement thereof; , and (iiiii) against (1) any Company Acquisition Proposal, (2) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement and (3) any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, frustrate, delay, discourage, adversely affect or inhibit the timely consummation of the Series A Amendments and Series B Amendments and Mergers or the Transaction; and (iii) fulfillment of Parent’s, the Company’s, HoldCo’s, Parent Merger Sub’s or Astro Merger Sub’s conditions under the Merger Agreement or change in favor any manner the voting rights of any other matter necessary for the adoption class of the Series A Amendments and Series B Amendments and consummation of the transactions contemplated by the Purchase Agreement (and each other document delivered thereunder), which is considered at every meeting (or in connection with any action by written consent) of the stockholders shares of the Company at which such matters are considered and at every adjournment or postponement thereof, and in connection therewith (including any amendments to execute any documents reasonably requested by the Company Certificate or Purchaser that are necessary or appropriate in order to effectuate the foregoingCompany Bylaws).

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during the term of this Agreement to vote the SharesShares at any annual or special meeting of stockholders of the Company, and to cause any holder of record of Shares to vote or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and to cause any holder of record of Shares to vote: (i) in favor of (1) approval of the Series A Amendments and Series B Amendments Merger and the TransactionMerger Agreement and the transactions contemplated thereunder, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereofthereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is held; (ii) against any action, proposal, transaction or agreement that which could reasonably be expected to impederesult in a breach of any covenant, interfere with, delay, discourage, adversely affect representation or inhibit the timely consummation warranty or any other obligation or agreement of the Series A Amendments and Series B Amendments and Company under the Transaction; Merger Agreement or of Stockholder under this Agreement or which would reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (iiiii) of this Section 3(a), Stockholder shall not be restricted from voting in favor of of, against or abstaining with respect to any other matter necessary for the adoption of the Series A Amendments and Series B Amendments and consummation of the transactions contemplated by the Purchase Agreement (and each other document delivered thereunder), which is considered at every meeting (or in connection with any action by written consent) of presented to the stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof, and in connection therewith to execute any documents reasonably requested by the Company or Purchaser that are necessary or appropriate in order to effectuate the foregoingCompany.

Agreement to Vote Shares; Irrevocable Proxy. (a) Each Stockholder agrees during the term of this Agreement to vote the such Stockholder’s Shares, and to use its reasonable best efforts to cause any holder of record of Shares to vote or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Companyvote: (i) in favor of the Series A Amendments and Series B Amendments Merger and the TransactionMerger Agreement, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof; (ii) against (1) any Takeover Proposal, (2) any action, proposal, transaction or agreement which would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of such Stockholder under this Agreement and (3) any action, proposal, transaction or agreement that could would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Series A Amendments and Series B Amendments and Merger or the Transaction; and fulfillment of the Parent Parties’, the Company’s or Merger Sub’s conditions under the Merger Agreement (iiibut only to the extent the Parent Parties have publicly stated their opposition to such action, proposal, transaction or agreement) or change in favor any manner the voting rights of any other matter necessary for the adoption class of the Series A Amendments and Series B Amendments and consummation of the transactions contemplated by the Purchase Agreement (and each other document delivered thereunder), which is considered at every meeting (or in connection with any action by written consent) of the stockholders shares of the Company at which such matters are considered and at every adjournment or postponement thereof, and in connection therewith (including through any amendments to execute any documents reasonably requested by the Company Charter or Purchaser that are necessary or appropriate in order to effectuate the foregoingCompany Bylaws).

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder a. Each Voting Party agrees during the term of this Agreement to vote or cause to be voted the SharesCompany Voting Shares that he, she or it Beneficially Owns, and to cause any holder of record of Shares to vote or execute a written consent or consents of stockholders of the Company if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Companyconsent: (i) in favor of the Series A Amendments and Series B Amendments Merger and the TransactionMerger Agreement, at every meeting (or in connection with any request for action by written consent) of the stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof; (ii) against any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (iii) against any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Series A Amendments and Series B Amendments and Merger or the Transaction; and (iii) fulfillment of the Company’s or Merger Sub’s conditions under the Merger Agreement or change in favor any manner the voting rights of any other matter necessary for the adoption class of shares of the Series A Amendments and Series B Amendments and consummation Company (including any amendments to the Company’s certificate of the transactions contemplated by the Purchase Agreement (and each incorporation or bylaws other document delivered thereunder), which is considered at every meeting (or than in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof, and in connection therewith to execute any documents reasonably requested by the Company or Purchaser that are necessary or appropriate in order to effectuate the foregoingMerger).

Agreement to Vote Shares; Irrevocable Proxy. (a) Company Stockholder agrees during the term of this Agreement to be present and counted and to vote or cause to be voted the SharesCompany Voting Shares that he, she or it Beneficially Owns at any meeting of stockholders of the Company or any adjournment thereof, and to cause any holder of record of Shares to vote or execute a written consent or consents of stockholders of the Company if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Companyconsent: (i) in favor of the Series A Amendments and Series B Amendments Merger and the TransactionMerger Agreement, at every meeting (or in connection with any request for action by written consent) of the stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof; (ii) against any Acquisition Proposal or action, proposal, transaction or agreement which would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (iii) against any action, proposal, transaction or agreement that could would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Series A Amendments and Series B Amendments and Merger or the Transaction; and (iii) fulfillment of the Company’s or Merger Sub’s conditions under the Merger Agreement or change in favor any manner the voting rights of any other matter necessary for the adoption class of shares of the Series A Amendments and Series B Amendments and consummation Company (including any amendments to the Company’s certificate of the transactions contemplated by the Purchase Agreement (and each incorporation or bylaws other document delivered thereunder), which is considered at every meeting (or than in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof, and in connection therewith to execute any documents reasonably requested by the Company or Purchaser that are necessary or appropriate in order to effectuate the foregoingMerger).

Agreement to Vote Shares; Irrevocable Proxy. (a) Each Stockholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares to vote or execute a written consent or consents if stockholders of the Company Parent are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the CompanyParent: (i) in favor of the Series A Amendments and Series B Amendments Merger, the Parent Stock Issuance and the TransactionParent Stock Authorization and the adoption of the Merger Agreement, at every meeting (or in connection with any action by written consent) of the stockholders of the Company Parent at which such matters are considered and at every adjournment or postponement thereof; and (ii) against (1) any Proposal, (2) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent under the Merger Agreement or of Stockholder under this Agreement and (3) any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Series A Amendments and Series B Amendments and Merger or the Transaction; and (iii) fulfillment of Parent’s, Thermo’s or Merger Sub’s conditions under the Merger Agreement or change in favor any manner the voting rights of any other matter necessary for the adoption class of the Series A Amendments and Series B Amendments and consummation shares of the transactions contemplated by the Purchase Agreement Parent (and each other document delivered thereunderincluding any amendments to Parent’s Governing Documents), which is considered at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof, and in connection therewith to execute any documents reasonably requested by the Company or Purchaser that are necessary or appropriate in order to effectuate the foregoing.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares to vote or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action act by written or electronic consent in lieu of any acting at a meeting and to otherwise cause such annual or special meeting of stockholders of Stockholder’s Shares to be voted in the Companyfollowing manner: (i) in favor of the Series A Amendments and Series B Amendments and adoption of the TransactionMerger Agreement, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof; and (ii) against (1) any Takeover Proposal, (2) any action, proposal, transaction or agreement which would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement and (3) any action, proposal, transaction or agreement that could would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Series A Amendments and Series B Amendments and Merger or the Transaction; and (iii) fulfillment of Parent’s, the Company’s or Merger Sub’s conditions under the Merger Agreement or change in favor any manner the voting rights of any other matter necessary for the adoption class of shares of the Series A Amendments and Series B Amendments and consummation Company (including any amendments to the Company Charter or Company By-laws). Stockholder also agrees to cause his Shares to be present for quorum purposes at any meeting of the transactions contemplated by the Purchase Agreement (and each other document delivered thereunder), which is considered at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof, and any matter described in connection therewith to execute any documents reasonably requested Section 3(a)(i-ii) above will be acted on by the Company or Purchaser that are necessary or appropriate in order to effectuate the foregoingCompany’s stockholders.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during the term of this Agreement to vote the Shares or to grant a consent or approval in respect of the Shares, and to cause any holder of record of Shares to vote or execute to grant a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Companyapproval: (i) in favor of the Series A Amendments and Series B Amendments Mergers and the TransactionMerger Agreement, including the issuance of FHCO Delaware Common Stock to the holders of APPI Stock in the APPI Merger pursuant to the NASDAQ rules, and any related matter submitted to the stockholders of FHCO in furtherance of the transactions contemplated by the Merger Agreement, at every meeting (or in connection with any action by written consent) of the stockholders of the Company FHCO at which such matters are considered and at every adjournment or postponement thereofthereof or any action by written consent in lieu of a meeting of the stockholders of FHCO; and (ii) against [a] any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of FHCO under the Merger Agreement or of Stockholder under this Agreement and [b] any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Series A Amendments and Series B Amendments and Mergers or the Transaction; and (iii) fulfillment of APPI’s, FHCO’s, FHCO Delaware Sub’s or APPI Merger Sub’s conditions under the Merger Agreement or change in favor any manner the voting rights of any other matter necessary for class of shares of FHCO (including any amendments to the adoption Organizational Documents of the Series A Amendments and Series B Amendments and consummation of the transactions contemplated by the Purchase Agreement (and each other document delivered thereunderFHCO), which is considered at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof, and in connection therewith to execute any documents reasonably requested by the Company or Purchaser that are necessary or appropriate in order to effectuate the foregoing.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees RMRI agrees, during any period beginning at such time that an Event of Default under the term Loan Documents occurs and ending at such time as such Event of this Agreement Default has been cured if such Event of Default is permitted to be cured under the Loan Documents and otherwise ending upon the payment of all amounts due Purchaser under or in connection with the Loan Documents (each, a “Period of Default”), that Purchaser shall have the right to vote the Shares, and to cause any holder of record of the Shares to vote or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company: (i) in favor Company pursuant to the sole and absolute discretion of the Series A Amendments and Series B Amendments and the TransactionPurchaser, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such any matters are considered and at every adjournment or postponement thereof; . Without limiting the generality of the preceding sentence, RMRI specifically acknowledges and agrees that Purchaser may, in its sole and absolute discretion, vote such Shares (iii) against any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the Company’s timely consummation payment and performance under the Loan Documents, (ii) in favor of a change in the voting rights of any class or series of shares of the Series A Amendments and Series B Amendments and capital stock of the Transaction; and Company (including any amendments to the Articles of Incorporation or Bylaws of the Company), (iii) in favor of any issuing additional shares of common stock or other matter necessary for the adoption classes or series of shares of the Series A Amendments and Series B Amendments and consummation capital stock of the transactions contemplated by the Purchase Agreement Company, (and each other document delivered thereunder), which is considered at every meeting (or iv) in connection with any action by written consent) favor of the stockholders selling assets of the Company at which such matters are considered in an amount sufficient to repay outstanding amounts due under the Note, or (v) in favor of the dissolution and at every adjournment or postponement thereof, and in connection therewith to execute any documents reasonably requested by liquidation of the Company or Purchaser that are necessary or appropriate in order to effectuate the foregoingCompany.