Common use of Agreement to Vote Subject Shares and Take Certain Other Action Clause in Contracts

Agreement to Vote Subject Shares and Take Certain Other Action. 2.1. Prior to the Expiration Date, at every meeting of the shareholders of the Company, however called, at which any of the following matters is considered or voted upon, and at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders of the Company with respect to any of the following matters, Shareholder shall vote or give written consent or, using Shareholder’s best efforts, cause the holder of record to vote or give written consent with respect to the Subject Shares: (a) in favor of adoption of the Merger Agreement and the transactions contemplated thereby; (b) against approval of any proposal made in opposition to or competition with consummation of the Merger and the Merger Agreement; (c) against any Acquisition Proposal from any party other than Parent or an Affiliate of Parent as contemplated by the Merger Agreement; (d) against any proposal that is intended to, or is reasonably likely to, result in the conditions of Parent’s or Merger Sub’s obligations under the Merger Agreement not being fulfilled; (e) against any amendment of the Company’s articles of incorporation or bylaws that is not requested or expressly approved by Parent and (f) against any dissolution, liquidation or winding up of the Company. 2.2. Prior to the Expiration Date, Shareholder, as the holder of voting stock of the Company, shall be present, in person or by the proxy contemplated in Section 3 hereof, or, using Shareholder’s best efforts attempt to cause the holder of record to be present, in person or by the proxy contemplated in Section 3 hereof, at all meetings of shareholders of the Company at which any of the matters referred to in Section 2.1 hereof is to be voted upon so that all Subject Shares are counted for the purposes of determining the presence of a quorum at such meetings. 2.3. Between the date of this Agreement and the Expiration Date, Shareholder will not, and will not permit any entity under Shareholder’s control (it being understood that the Company and its subsidiaries are not under the control of Shareholder for purposes of this Agreement) to, (a) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act) with respect to an Opposing Proposal (as defined below), (b) initiate a shareholders’ vote with respect to an Opposing Proposal or (c) become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Company with respect to an Opposing Proposal. For purposes of this Agreement, the term “Opposing Proposal” means any of the actions or proposals described in clauses (b) through (f) of Section 2.1 hereof, along with any proposal or action which would, or could reasonably be expected to, impede, frustrate, prevent, prohibit or discourage any of the transactions contemplated by the Merger Agreement.

Agreement to Vote Subject Shares and Take Certain Other Action. 2.1. Prior to the Expiration Date, at every meeting of the shareholders stockholders of the Company, however called, at which any of the following matters is considered or voted upon, and at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders stockholders of the Company with respect to any of the following matters, Shareholder Stockholder shall vote or give written consent or, using Shareholder’s Stockholder's best efforts, cause the holder of record to vote or give written consent with respect to the Subject Shares: (a) in favor of adoption of the Merger Agreement and the transactions contemplated thereby; (b) against approval of any proposal made in opposition to or competition with consummation of the Merger and the Merger Agreement; (c) against any Acquisition Proposal from any party other than Parent or an Affiliate of Parent as contemplated by the Merger Agreement; (d) against any other proposal that is intended to, or is reasonably likely to, result in the conditions of Parent’s 's or Merger Sub’s 's obligations under the Merger Agreement not being fulfilled; (e) against any amendment of the Company’s articles Company Certificate of incorporation Incorporation or bylaws the Company By-laws that is not requested or expressly approved by Parent Parent; and (f) against any dissolution, liquidation or winding up of the Company. 2.2. Prior to the Expiration Date, ShareholderStockholder, as the holder of voting stock of the Company, shall be present, in person or by the proxy contemplated in Section 3 hereof, or, using Shareholder’s Stockholder's best efforts attempt to cause the holder of record to be present, in person or by the proxy contemplated in Section 3 hereof, at all meetings of shareholders stockholders of the Company at which any of the matters referred to in Section 2.1 hereof is to be voted upon so that all Subject Shares are counted for the purposes of determining the presence of a quorum at such meetings. 2.3. Between the date of this Agreement and the Expiration Date, Shareholder Stockholder will not, and will not permit any entity under Shareholder’s Stockholder's control (it being understood that the Company and its subsidiaries are not under the control of Shareholder for purposes of this Agreement) to, (a) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act) with respect to an Opposing Proposal (as defined below), (b) initiate a shareholders’ stockholders' vote with respect to an Opposing Proposal or (c) become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Company with respect to an Opposing Proposal. For purposes of this Agreement, the term “Opposing Proposal” means any of the actions or proposals described in clauses (b) through (f) of Section 2.1 hereof, along with any proposal or action which would, or could reasonably be expected to, impede, frustrate, prevent, prohibit or discourage any of the transactions contemplated by the Merger this Agreement.

Agreement to Vote Subject Shares and Take Certain Other Action. 2.1. Prior to the Expiration Date, at every meeting of the shareholders stockholders of the Company, however called, at which any of the following matters is considered or voted upon, and at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders stockholders of the Company with respect to any of the following matters, Shareholder each Stockholder shall vote or give written consent or, using Shareholdersuch Stockholder’s best efforts, cause the holder of record to vote or give written consent with respect to the Subject Shares: (a) in favor of adoption of the Merger Agreement and the transactions contemplated thereby; (b) against approval of any proposal made in opposition to or competition with consummation of the Merger and the Merger Agreement; (c) against any Acquisition Proposal Competing Transaction from any party other than Parent or an Affiliate of Parent as contemplated by the Merger Agreement; (d) against any proposal that is intended to, or is reasonably likely to, result in the conditions of Parent’s or Merger SubNewco’s obligations under the Merger Agreement not being fulfilled; (e) against any amendment of the Company’s articles certificate of incorporation or bylaws by-laws that is not requested or expressly approved by Parent Parent; and (f) against any dissolution, liquidation or winding up of the Company. 2.2. Prior to the Expiration Date, ShareholderStockholder, as the holder of voting stock of the Company, shall be present, in person or by the proxy contemplated in Section 3 hereof, or, using ShareholderStockholder’s best efforts attempt to cause the holder of record to be present, in person or by the proxy contemplated in Section 3 hereof, at all meetings of shareholders Stockholders of the Company at which any of the matters referred to in Section 2.1 hereof is to be voted upon so that all Subject Shares are counted for the purposes of determining the presence of a quorum at such meetings. 2.3. Between the date of this Agreement and the Expiration Date, Shareholder each Stockholder will not, and will not permit any entity under ShareholderStockholder’s control (it being understood that the Company and its subsidiaries are not under the control of Shareholder for purposes of this Agreement) to, (a) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act) with respect to an Opposing Proposal (as defined below), (b) initiate a shareholders’ vote with respect to an Opposing Proposal or (c) become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Company with respect to an Opposing Proposal. For purposes of this Agreement, the term “Opposing Proposal” means any of the actions or proposals described in clauses (b) through (f) of Section 2.1 hereof, along with any proposal or action which would, or could reasonably be expected to, impede, frustrate, prevent, prohibit or discourage any of the transactions contemplated by the Merger Agreement.or

Agreement to Vote Subject Shares and Take Certain Other Action. 2.1. Prior to the Expiration Date, at every meeting of the shareholders stockholders of the Company, however called, at which any of the following matters is considered or voted upon, and at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders stockholders of the Company with respect to any of the following matters, Shareholder each Stockholder shall vote or give written consent or, using Shareholdersuch Stockholder’s best efforts, cause the holder of record to vote or give written consent with respect to the Subject Shares: (a) in favor of adoption of the Merger Agreement and the transactions contemplated thereby; (b) against approval of any proposal made in opposition to or competition with consummation of the Merger and the Merger Agreement; (c) against any Acquisition Proposal Competing Transaction from any party other than Parent or an Affiliate of Parent as contemplated by the Merger Agreement; (d) against any proposal that is intended to, or is reasonably likely to, result in the conditions of Parent’s or Merger SubNewco’s obligations under the Merger Agreement not being fulfilled; (e) against any amendment of the Company’s articles certificate of incorporation or bylaws by-laws that is not requested or expressly approved by Parent Parent; and (f) against any dissolution, liquidation or winding up of the Company. 2.2. Prior to the Expiration Date, ShareholderStockholder, as the holder of voting stock of the Company, shall be present, in person or by the proxy contemplated in Section 3 hereof, or, using ShareholderStockholder’s best efforts attempt to cause the holder of record to be present, in person or by the proxy contemplated in Section 3 hereof, at all meetings of shareholders Stockholders of the Company at which any of the matters referred to in Section 2.1 hereof is to be voted upon so that all Subject Shares are counted for the purposes of determining the presence of a quorum at such meetings. 2.3. Between the date of this Agreement and the Expiration Date, Shareholder each Stockholder will not, and will not permit any entity under ShareholderStockholder’s control (it being understood that the Company and its subsidiaries are not under the control of Shareholder for purposes of this Agreement) to, (a) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act) with respect to an Opposing Proposal (as defined below), (b) initiate a shareholdersstockholders’ vote with respect to an Opposing Proposal or (c) become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Company with respect to an Opposing Proposal. For purposes of this Agreement, the term “Opposing Proposal” means any of the actions or proposals described in clauses (b) through (f) of Section 2.1 hereof2.1, along with any proposal or action which would, or could reasonably be expected to, impede, frustrate, prevent, prohibit or discourage any of the transactions contemplated by the Merger Agreement.