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

Agreement to Vote Shares; Irrevocable Proxy. (a) The Stockholder hereby agrees that, during the term of this Agreement, at any meeting of the stockholders of the Holder, however called, or in connection with any written consent of the stockholders of the Holder, such Stockholders shall vote (or cause to be voted) the Shares held of record or beneficially by the Stockholder (i) in favor of the approval and adoption of the Merger Agreement and the consummation of the transactions contemplated therein, including the Merger, (ii) against any action or agreement that would result in a breach in any material respect of the Holder under the Merger Agreement, and (c) except as otherwise agreed to in writing in advance by the Holder (other than the Merger and the other transactions contemplated by the Merger Agreement), against: (1) any extraordinary corporate transaction involving the Holder, such as a merger, consolidation or other business combination involving the Holder or any of its Subsidiaries, (2) a sale, lease or transfer of a material amount of assets of the Holder or any of its Subsidiaries or a reorganization, recapitalization, dissolution or liquidation of the Holder or any its Subsidiaries, (3) any change in the board of directors of the Holder, (4) any amendment of the Holder's certificate of incorporation, or (5) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or materially and adversely affect the contemplated benefits to Holder of the Merger and the other transactions contemplated by the Merger Agreement (including the Investment Agreement). The Stockholder shall not enter into any agreement or understanding, whether oral or written, with any person or entity prior to the termination of this Agreement to vote thereafter in a manner inconsistent with this Section 3(a).

Agreement to Vote Shares; Irrevocable Proxy. (a) The Stockholder hereby agrees that, during the term of this Agreement, at any meeting of the stockholders of the HolderCompany, however called, or in connection with any written consent of the stockholders of the HolderCompany, such Stockholders shall vote (or cause to be voted) the Shares held of record or beneficially by the Stockholder (i) in favor of the approval and adoption of the Merger Agreement and the consummation of the transactions contemplated therein, including the Merger, (ii) against any action or agreement that would result in a breach in any material respect of the Holder Company under the Merger Agreement, and (c) except as otherwise agreed to in writing in advance by the Holder (other than the Merger and the other transactions contemplated by the Merger Agreement), against: (1) any extraordinary corporate transaction involving the HolderCompany, such as a merger, consolidation or other business combination involving the Holder Company or any of its Subsidiaries, (2) a sale, lease or transfer of a material amount of assets of the Holder Company or any of its Subsidiaries or a reorganization, recapitalization, dissolution or liquidation of the Holder Company or any its Subsidiaries, (3) any change in the board of directors of the HolderCompany, (4) any amendment of the HolderCompany's certificate of incorporation, or (5) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or materially and adversely affect the contemplated benefits to Holder of the Merger and the other transactions contemplated by the Merger Agreement (including the Investment Agreement). The Stockholder shall not enter into any agreement or understanding, whether oral or written, with any person or entity prior to the termination of this Agreement to vote thereafter in a manner inconsistent with this Section 3(a).

Agreement to Vote Shares; Irrevocable Proxy. (a) The Stockholder hereby Prior to the Termination Date (as defined below), each Shareholder irrevocably and unconditionally agrees that, during the term of this Agreement, at any meeting of the stockholders shareholders of the HolderCompany (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with any action by written consent of the stockholders shareholders of the HolderCompany, (x) to appear at such Stockholders shall meeting or otherwise cause the Shares to be counted as present at such meeting for the purpose of establishing a quorum, and to respond to each request by the Company for written consent, if any, and (y) to vote the Shares, and to cause any holder of record of Shares to vote (or cause execute a written consent or consents if shareholders of the Company are requested to be voted) vote their shares through the Shares held execution of record an action by written consent in lieu of any such annual or beneficially by special meeting of shareholders of the Stockholder Company): (i) in favor of the approval Merger and adoption the Merger Agreement, at every meeting (or in connection with any action by written consent) of the Merger Agreement and the consummation shareholders of the transactions contemplated therein, including the Merger, Company at which such matters are considered and at every adjournment or postponement thereof; (ii) against (1) any action Takeover Proposal, (2) any action, proposal, transaction or agreement that which would result in a breach in of any material respect covenant, representation, warranty, condition or any other obligation or agreement of the Holder Company under the Merger Agreement or of such Shareholder under this Agreement, and (c) except as otherwise agreed to in writing in advance by the Holder (other than the Merger and the other transactions contemplated by the Merger Agreement), against: (1) any extraordinary corporate transaction involving the Holder, such as a merger, consolidation or other business combination involving the Holder or any of its Subsidiaries, (2) a sale, lease or transfer of a material amount of assets of the Holder or any of its Subsidiaries or a reorganization, recapitalization, dissolution or liquidation of the Holder or any its Subsidiaries, (3) any change in the board of directors of the Holderaction, (4) any amendment of the Holder's certificate of incorporationproposal, transaction or (5) any other action which is intended, or could reasonably be expected, to agreement that would impede, interfere with, delay, postponediscourage, discourage or materially and adversely affect or inhibit the contemplated benefits to Holder timely consummation of the Merger and or the other transactions contemplated by fulfillment of Parent’s, the Company’s or Merger Sub’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of the Company (including the Investment Agreement). The Stockholder shall not enter into any agreement or understanding, whether oral or written, with any person or entity prior amendments to the termination Company’s certificate of this Agreement incorporation or by-laws), (4) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between the Company and any other Person (other than the Merger) and (5) any change in the present capitalization or dividend policy of the Company or any amendment or other change to vote thereafter in a manner inconsistent with this Section 3(a)the Company’s certificate of incorporation or by-laws.