Common use of Agreement to Vote Subject Shares Clause in Contracts

Agreement to Vote Subject Shares. From the date hereof until this Agreement is terminated pursuant to Section 5.2 hereof, at any meeting of the stockholders of the Company called to consider and vote upon the adoption of the Merger Agreement (and at any and all postponements and adjournments thereof) (the "INTERSTATE STOCKHOLDERS MEETING"), and in connection with any action to be taken in respect of the adoption of the Merger Agreement by written consent of the stockholders of the Company, each Stockholder will vote or cause to be voted (including by written consent, if applicable) all of such Stockholder's Subject Shares which it has the right to vote in favor of the adoption of the Merger Agreement and in favor of the Interstate Proposals and any other matter necessary or appropriate for the consummation of the transactions relating to the Merger contemplated by the Merger Agreement that is considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. At any meeting of the stockholders of the Company called to consider and vote upon any Adverse Proposal (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Adverse Proposal by written consent of the stockholders of the Company, each Stockholder will vote or cause to be voted (including by written consent, if applicable) all of such Stockholder's Subject Shares which it has the right to vote against the adoption of such Adverse Proposal. For purposes of this Agreement, the term "ADVERSE PROPOSAL" means any (a) Interstate Acquisition Proposal that is not a Interstate Superior Proposal, (b) proposal or action that could reasonably be expected to result in a breach of any covenant, agreement, representation or warranty of the Company set forth in the Merger Agreement, or (c) the following actions (other than the Merger, the other transactions contemplated by the Merger Agreement and any other action the approval of which has been recommended by the board of directors of the Company): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Interstate Subsidiary; (ii) a sale, lease or transfer of a material amount of assets of the Company or any Interstate Subsidiary, or a reorganization, recapitalization, dissolution or liquidation of the Company or any Interstate Subsidiary; (iii) (1) any change in a majority of the persons who constitute the board of directors of the Company as of the date hereof; (2) any change in the present capitalization of the Company or any amendment of the Company's charter or bylaws, as amended to date; (3) any other material change in the Company's corporate structure or business; or (4) any other action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or adversely affect the Merger and the other transactions contemplated by this Agreement and the Merger Agreement or increase the likelihood that such transactions will not be consummated.

Agreement to Vote Subject Shares. From the date hereof until this Agreement is terminated pursuant to Section 5.2 hereof5.2, at any meeting of the stockholders of the Company called to consider and vote upon the adoption of the Merger Agreement (and at any and all postponements and adjournments thereof) (the "INTERSTATE STOCKHOLDERS MEETING"), and in connection with any action to be taken in respect of the adoption of the Merger Agreement by written consent of the stockholders of the Company, each Stockholder will vote or cause to be voted (including by written consent, if applicable) all of such Stockholder's ’s Subject Shares which it has the right to vote in favor of the adoption of the Merger Agreement and in favor of the Interstate Proposals and any other matter necessary or appropriate for the consummation of the transactions relating to the Merger contemplated by the Merger Agreement that is considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. At any meeting of the stockholders of the Company called to consider and vote upon any Adverse Proposal (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Adverse Proposal by written consent of the stockholders of the Company, each Stockholder will vote or cause to be voted (including by written consent, if applicable) all of such Stockholder's ’s Subject Shares which it has the right to vote against the adoption of such Adverse Proposal. For purposes of this Agreement, the term "ADVERSE PROPOSAL" “Adverse Proposal” means any (a) Interstate Acquisition Proposal that is not a Interstate Superior any Company Takeover Proposal, (b) any proposal or action that could would reasonably be expected to result in a breach of any covenant, agreement, representation or warranty of the Company set forth in this Agreement or the Merger Agreement, or (c) the following actions (other than the MergerOffer, the Merger and the other transactions contemplated by the Merger Agreement and any other action the approval of which has been recommended by the board of directors of the CompanyAgreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Interstate the Company Subsidiary; (ii) a sale, lease lease, disposition or transfer of a material amount of assets of the Company or any Interstate the Company Subsidiary, or a reorganization, recapitalization, dissolution or liquidation of the Company or any Interstate the Company Subsidiary; and (iii) (1) any change in a majority of the persons who constitute the board of directors of the Company Board as of the date hereof; (2) any change in the present capitalization of the Company or any amendment of the Company's charter ’s certificate of incorporation or bylaws, as amended to date; (3) any other material change in the Company's ’s corporate structure or business; or (4) any other action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or adversely affect the Offer or the Merger and the other transactions contemplated by this Agreement and the Merger Agreement or increase the likelihood that such transactions will not be consummated.

Agreement to Vote Subject Shares. From the date hereof until this Agreement is terminated pursuant to Section 5.2 hereof, at At any meeting of the stockholders shareholders of the Company Starwood called to consider and vote upon the approval of the Advisor Transaction or the Merger or adoption of the Advisor Transaction Agreement or the Merger Agreement or the issuance of Starwood Shares to the shareholders of Company pursuant to the Merger or to the Shareholders, the stockholders of STW Holdings I, Inc., a Delaware corporation (and at "Advisor"), the members of Starwood Capital Group, L.L.C., a Delaware limited liability company ("SCG") and/or SCG pursuant to the Advisor Transaction (including any and all postponements and adjournments thereof) (the "INTERSTATE STOCKHOLDERS MEETING"), and in connection with any action to be taken in respect of the adoption of the Advisor Transaction Agreement or the Merger Agreement or approval of the issuance of Starwood Shares to the shareholders of the Company pursuant to the Merger or to the Shareholders, the stockholders of Advisor, the members of SCG and/or SCG pursuant to the Advisor Transaction by written consent of the stockholders shareholders of the CompanyStarwood, each Stockholder will Shareholder shall vote or cause to be voted (including by written consent, if applicable) all of such StockholderShareholder's Subject Shares which it has the right to vote in favor of the approval and adoption of the Advisor Transaction Agreement, the Merger Agreement and the issuance of Starwood Shares to the shareholders of Company pursuant to the Merger and to the Shareholders, the stockholders of Advisor, the members of SCG and/or SCG pursuant to the Advisor Transaction and in favor of the Interstate Proposals and any other matter necessary or appropriate for the consummation of the transactions relating to the Merger contemplated by the Advisor Transaction Agreement and the Merger Agreement that is and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. At any meeting of the stockholders shareholders of the Company Starwood called to consider and vote upon any Adverse Proposal (as defined below) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Adverse Proposal by written consent of the stockholders shareholders of the CompanyStarwood, each Stockholder will Shareholder shall vote or cause to be voted (including by written consent, if applicable) all of such StockholderShareholder's Subject Shares which it has the right to vote against the adoption of such Adverse Proposal. For purposes of this Agreement, the term "ADVERSE PROPOSALAdverse Proposal" means any (a) Interstate Acquisition Proposal that is not a Interstate Superior Proposal, (b) proposal or action that could would reasonably be expected to result in a breach of any covenant, agreement, representation or warranty of the Company Starwood set forth in the Advisor Transaction Agreement or the Merger Agreement, Agreement or (cb) proposal or action that is intended or would reasonably be expected to impede, interfere with, delay or materially and adversely affect the following actions (other than Advisor Transaction, the Merger, Merger or any of the other transactions contemplated by the Merger Agreement and any other action Agreement, the approval of which has been recommended by Incorporation Merger Agreement, the board of directors of the Company): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Interstate Subsidiary; (ii) a sale, lease or transfer of a material amount of assets of the Company or any Interstate Subsidiary, or a reorganization, recapitalization, dissolution or liquidation of the Company or any Interstate Subsidiary; (iii) (1) any change in a majority of the persons who constitute the board of directors of the Company as of the date hereof; (2) any change in the present capitalization of the Company or any amendment of the Company's charter or bylaws, as amended to date; (3) any other material change in the Company's corporate structure or business; or (4) any other action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or adversely affect the Merger and the other transactions contemplated by this Agreement and the Merger Advisor Transaction Agreement or increase the likelihood that such transactions will not be consummatedthis Agreement.

Agreement to Vote Subject Shares. From the date hereof until this -------------------------------- Agreement is terminated pursuant to Section 5.2 hereof6.2, at any meeting of the stockholders of the Company called to consider and vote upon the adoption of the Merger Agreement (and at any and all postponements and adjournments thereof) (the "INTERSTATE STOCKHOLDERS MEETING"), and in connection with any action to be taken in respect of the adoption of the Merger Agreement by written consent of the stockholders of the Company, each Stockholder will vote or cause to be voted (including by written consent, if applicable) all of such Stockholder's Subject Shares which it has the right to vote in favor of the adoption of the Merger Agreement and in favor of the Interstate Proposals and any other matter necessary or appropriate for the consummation of the transactions relating to the Merger contemplated by the Merger Agreement that is considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. At any meeting of the stockholders of the Company called to consider and vote upon any Adverse Proposal (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Adverse Proposal by written consent of the stockholders of the Company, each Stockholder will vote or cause to be voted (including by written consent, if applicable) all of such Stockholder's Subject Shares which it has the right to vote against the adoption of such Adverse Proposal. For purposes of this Agreement, the term "ADVERSE PROPOSALAdverse Proposal" means any (a) Interstate Acquisition Proposal that is not a Interstate Superior ProposalTransaction, ---------------- (b) proposal or action that could would reasonably be expected to result in a breach of any covenant, agreement, representation or warranty of the Company set forth in the Merger Agreement, or (c) the following actions (other than the MergerOffer, the Merger and the other transactions contemplated by the Merger Agreement and any other action the approval of which has been recommended by the board of directors of the CompanyAgreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Interstate Subsidiaryits Subsidiaries; (ii) a sale, lease or transfer of a material amount of assets of the Company or any Interstate Subsidiaryone of its Subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any Interstate Subsidiaryof its Subsidiaries; (iii) (1) any change in a majority of the persons who constitute the board of directors of the Company as of the date hereof; (2) any change in the present capitalization of the Company or any amendment of the Company's charter certificate of incorporation or bylaws, as amended to date; (3) any other material change in the Company's corporate structure or business; or (4) any other action that that, in the case of each of the matters referred to in clauses (iii)(1), (2) and (3) is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or adversely affect the Offer or the Merger and the other transactions contemplated by this Agreement and the Merger Agreement or increase the likelihood that such transactions will not be consummated.