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 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 stockholders of the Company with respect to any of the following matters, Stockholder shall vote or give written consent or, using 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, including any Acquisition Proposal; (c) against any Acquisition Transaction with 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 or Merger Sub’s obligations under the Merger Agreement not being fulfilled; (e) against any amendment of the Company’s certificate of incorporation or by-laws 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, Stockholder, 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 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 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, Stockholder will not, and will not permit any entity under Stockholder’s control 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 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 other than, in the case of the preceding clauses (a) and (c), any such action that is made in opposition 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 of this Agreement, 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 stockholders shareholders of the CompanyTZ Canada, 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 stockholders shareholders of the Company TZ Canada with respect to any of the following matters, Stockholder Shareholder shall vote or give written consent or, using Stockholder’s best efforts, or cause the holder of record to vote or give written consent with respect to the Subject Shares: (a) in favor of approval and adoption of the Merger Agreement Plan of Arrangement 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, including any Acquisition ProposalPlan of Arrangement; (c) against approval of any TZ Canada Acquisition Transaction with Proposal from any party other than Parent or an Affiliate affiliate of Parent as contemplated by the Merger Agreement; (d) against any other action or proposal that is intended to, or is reasonably likely to, result in the conditions of Parent’s or Merger SubTZ Canada’s obligations under the Merger Agreement not being fulfilled; (e) against any amendment of the Company’s certificate of incorporation TZ Canada Charter or byBy-laws that is not requested or expressly approved by Parent; (f) any action which would reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect consummation of the transactions contemplated by the Plan of Arrangement; and (fg) against any dissolution, liquidation or winding up of TZ Canada. It is understood and agreed that the CompanyMultiple Voting Shares are subject to and will be voted in accordance with the terms of the Trust Agreement. 2.2. Prior to the Expiration Date, Stockholder, as the holder of voting stock of the Company, Shareholder shall be present, in person or by the proxy contemplated in Section 3 hereof, or, using Stockholder’s best efforts attempt to cause the holder of record to be present, in person or by the proxy contemplated in Section 3 hereofproxy, at all meetings of stockholders shareholders of the Company TZ Canada 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, Stockholder Shareholder will not, and will not permit permit, in its capacity as a shareholder, any entity under StockholderShareholder’s control 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 stockholdersshareholders’ vote with respect to an Opposing Proposal or (c) become a member of a “group” (as such term is used defined in Section 13(d) of the Exchange Act) with respect to any voting securities of the Company TZ Canada with respect to an Opposing Proposal other than, in the case of the preceding clauses (a) and (c), any such action that is made in opposition 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 (fg) of Section 2.1 of this Agreement2.1, 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. The foregoing shall not apply to any action otherwise permitted to be taken by or on behalf of any entity under Shareholder’s control pursuant to the Merger Agreement.

Agreement to Vote Subject Shares and Take Certain Other Action. 2.1. 2.1 Prior to the Expiration Date, at every meeting of the 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 stockholders of the Company with respect to any of the following matters, Stockholder shall vote or give written consent or, using Stockholder’s best efforts, take all actions necessary to 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, including any Acquisition Proposal; (c) against any Acquisition Transaction with 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 or Merger Sub’s obligations under the Merger Agreement not being fulfilled; (e) against any amendment of the Company’s certificate Company Certificate of incorporation Incorporation or bythe Company By-laws that is not requested or expressly approved by Parent; and (f) against any dissolution, liquidation or winding up of the Company. 2.2. 2.2 Prior to the Expiration Date, Stockholder, as the holder of voting stock of the Company, shall be present, in person or by the proxy contemplated in Section 3 hereofperson, or, using Stockholder’s best efforts attempt take all actions necessary to cause the holder of record to be present, in person or by the proxy contemplated in Section 3 hereofproxy, at all meetings of stockholders of the Company at which any of the matters referred to in Section 2.1 hereof is are 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. 2.3 Between the date of this Agreement and the Expiration Date, Stockholder will not, and will not permit any entity under Stockholder’s control 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 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 other than, in the case of the preceding clauses (a) and (c), any such action that is made in opposition 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 of this Agreement, 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 Between the date of this Agreement and the Expiration Date, at every meeting of the stockholders of the Company, however called, or in connection with any written consent of the stockholders of the Company 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 stockholders of the Company with respect to any of the following matters, each Stockholder shall vote or give written consent or, using Stockholder’s best efforts, cause the holder of record to vote or give written consent with respect to the be voted his/her Subject Shares: (a) in favor of the Merger, the 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, including any Acquisition ProposalMerger; (c) against any Acquisition Transaction with Proposal from any party other than Parent or an Affiliate of Parent Parent; (d) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, sale, lease or transfer of a material amount of the assets or securities of the Company (other than in connection with the transactions contemplated by the Merger Agreement (including without limitation the sale or transfer of the Excluded Assets)); (e) against any proposal or action which could reasonably be expected to, impede, frustrate, prevent, prohibit, delay or discourage any of the transactions 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 or Merger Sub’s obligations under the Merger Agreement not being fulfilled; (ef) against any amendment of the Company’s certificate Certificate of incorporation Incorporation or byBy-laws that is not requested of the Company, which has the effect of or expressly approved which could reasonably be expected to impede, frustrate, prevent, prohibit, delay or discourage any of the transactions contemplated by Parentthe Merger Agreement; and (fg) against any dissolution, liquidation or winding up of the Company. 2.2. Prior to Between the date of this Agreement and the Expiration Date, each Stockholder, as the holder of voting stock of the CompanySubject Shares set forth opposite his/her name on Exhibit A hereto, shall be present, in person or by the proxy contemplated in Section 3 hereof, or, using Stockholder’s best efforts attempt to cause the holder of record to be present, in person or by the proxy contemplated in Section 3 hereofproxy, at all meetings of stockholders of the Company at which any of the matters referred to in Section 2.1 hereof is are 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, each Stockholder will notagrees not to, and will not permit any entity under such Stockholder’s 's control (other than the Company) 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), ) or (b) initiate a 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 other than, in the case of the preceding clauses (a) and (c), any such action that is made in opposition 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 (fg) of Section 2.1 of this Agreement, 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.Section

Agreement to Vote Subject Shares and Take Certain Other Action. 2.1. 2.1 Prior to the Expiration Date, at every meeting of the 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 stockholders of the Company with respect to any of the following matters, Stockholder shall vote or give written consent or, using 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, including any Acquisition Proposal; (c) against any Acquisition Transaction with 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 or Merger Sub’s obligations under the Merger Agreement not being fulfilled; (e) against any amendment of the Company’s certificate Company Certificate of incorporation Incorporation or bythe Company By-laws that is not requested or expressly approved by Parent; and (f) against any dissolution, liquidation or winding up of the Company. 2.2. 2.2 Prior to the Expiration Date, Stockholder, as the holder of voting stock of the Company, shall be present, in person person, or by the proxy contemplated in Section 3 hereof, or, using Stockholder’s use its best efforts attempt necessary to cause the holder of record to be present, in person or by the proxy contemplated in Section 3 hereofproxy, at all meetings of stockholders of the Company at which any of the matters referred to in Section 2.1 hereof is are 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. 2.3 Between the date of this Agreement and the Expiration Date, Stockholder will not, and will not permit any entity under Stockholder’s control 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 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 other than, in the case of the preceding clauses (a) and (c), any such action that is made in opposition 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 of this Agreement, 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.