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 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 Merger and the Merger 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 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, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the 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 any amendments to the Company Articles or Company Regulations).

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder Shareholder agrees during the term of this Agreement to vote the Shares Shares, and to cause any holder of record of Shares to vote or execute a written consent or consents if stockholders Shareholders 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 Shareholders of the Company: (i) in favor of the Merger and the Merger Agreement, at every meeting (or in connection with any action by written consent) of the stockholders shareholders of the Company at which such matters are considered and at every adjournment or postponement thereof; (ii) against (1) any Acquisition ProposalCompeting Transaction, (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 Shareholder 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 Merger or the 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 any amendments to the Articles of Incorporation of the Company Articles or Company Regulationsthe bylaws of the Company).

Agreement to Vote Shares; Irrevocable Proxy. (a) Each Stockholder agrees during the term of this Agreement Voting Period to vote the Shares such Stockholder’s Shares, and to execute a written consent or consents if stockholders cause any holder of record of such Stockholder’s Shares as of the Company are requested applicable record date 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 Merger and the Merger 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 Acquisition Proposal, including any Superior Proposal, (2) any action, proposal, transaction or agreement which could that 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 Merger or the fulfillment of Parent's’s, the Company's ’s or Merger Sub's ’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of the Company (including any amendments to the Company Articles Certificate or Company RegulationsBylaws).. “

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder Each of the Stockholders agrees during the term of this Agreement to vote the Shares 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 Merger and 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; (ii) against (1) any 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 Parent under the Merger Agreement or of such Stockholder under this Agreement 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 Merger or the fulfillment of Parent's’s, the Company's ’s or Merger Sub's ’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of the Company Parent (including any amendments to the Company Articles Parent’s articles of incorporation or Company Regulationsbylaws).

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during the term of this Agreement to vote the Shares 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 Merger and the Merger 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 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, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent's’s, the Company's ’s or Merger Sub's ’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of the Company (including any amendments to the Company Articles Charter or Company RegulationsBylaws).

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during the term of this Agreement to vote the Shares 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 Merger and the Merger 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 Acquisition Proposalother transaction, (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, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent's’s, the Company's ’s or Merger Sub's ’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of the Company (including any amendments to the Company Company’s Articles or Company Regulationsof Incorporation).

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder Shareholder agrees during the term Term of this Agreement to vote the Shares Shares, and to cause any holder of record of Shares to vote or execute a written consent or consents if stockholders shareholders 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 Shareholders of the Company: (i) in favor of the Merger and the Merger Agreement, at every meeting (or in connection with any action by written consent) of the stockholders shareholders of the Company at which such matters are considered and at every adjournment or postponement thereof; (ii) against (1) any Acquisition Takeover 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 Shareholder 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 Merger or the fulfillment of Parent'sDiodes’, the Company's ’s or Merger Sub's ’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of the Company (including any amendments to the Company Articles Constituent Instruments) and Diodes has identified in writing prior to such vote that such action, proposal, transaction or Company Regulationsagreement satisfies the conditions set forth in this Section 3(a)(ii)(3).

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during the term of this Agreement to vote the Shares 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 Merger and the Merger 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 Acquisition ProposalTransaction, (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, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the 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 any amendments to the articles of incorporation of the Company Articles or Company Regulationsthe Company’s by-laws).

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder Each of the Stockholders agrees during the term of this Agreement to vote the Shares 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 Merger and 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; (ii) against (1) any 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 Parent under the Merger Agreement or of such Stockholder under this Agreement 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 Merger or the 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 Parent (including any amendments to the Company Articles Parent’s articles of incorporation or Company Regulationsbylaws).