Common use of Agreement to Vote the Covered Shares Clause in Contracts

Agreement to Vote the Covered Shares. (a) During the term of this Agreement, at every meeting of the Company’s stockholders at which any of the following matters are to be voted on (and at every adjournment or postponement thereof), and on any action or approval of the Company’s stockholders by written consent with respect to any of the following matters, the Rollover Stockholder irrevocably and unconditionally agrees to cause to be present in person or represented by proxy and to vote (including via proxy) all of the Rollover Stockholder’s Covered Shares (or cause the holder of record on any applicable record date to vote (including via proxy) all of the Rollover Stockholder’s Covered Shares) (a) in favor of any proposal to approve the adoption of the Merger Agreement and approve the Merger; (b) in favor of any proposal to postpone, recess or adjourn a meeting at which there is a proposal for stockholders of the Company to approve the adoption of the Merger Agreement to a later date if there are not sufficient votes to approve the adoption of the Merger Agreement or if there are not sufficient Common Shares present in person or represented by proxy at such meeting to constitute a quorum; (c) in favor of any proposal to facilitate the Merger and the transactions contemplated by the Merger Agreement; and (d) against (i) any amendment or modification of the Company’s Organizational Documents, any reorganization, recapitalization, sale of all or substantially all of the assets, liquidation or winding up of, or any other extraordinary transaction involving, the Company or any of its Subsidiaries or any other action or agreement that is intended or would, or would reasonably be expected to result in any of the conditions to the Company’s obligations set forth in Article VIII under the Merger Agreement not being fulfilled or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Rollover Stockholder contained in this Agreement and (ii) any Acquisition Proposal or any action intended to or that would, or would reasonably be likely to facilitate an Acquisition Proposal or Alternative Acquisition Agreement, or any agreement, transaction or other matter that is intended to, would, or would reasonably be expected to, impede, postpone, materially adversely affect or interfere with the consummation of the Merger and the other transactions contemplated by the Merger Agreement.

Agreement to Vote the Covered Shares. From and after the date hereof until the Termination Date (a) During the term of this Agreementas defined below), at every meeting of the Company’s stockholders at which any of the following matters are to be voted on Company Stockholders (and at every adjournment or postponement thereofeach, a “Company Stockholder Meeting”), and on including any action postponement, recess or adjournment thereof, or in any other circumstance, in each case, upon which a vote, consent or other approval of the Company’s stockholders by (including a written consent consent) with respect to any of the following mattersMerger Agreement, the Rollover Merger or any other Transaction is sought, each Stockholder irrevocably agrees to, and unconditionally agrees if applicable, to cause to be present in person or represented by proxy and to its controlled Affiliates to, affirmatively vote (including via proxy) all of the Rollover Stockholder’s Covered Shares or execute consents with respect to (or cause the holder of record on any applicable record date to vote be voted (including via proxy) or consents to be executed with respect to) all of the Rollover Stockholder’s Owned Shares and any additional shares of the Common Stock or other voting securities of the Company acquired by such Stockholder or its controlled Affiliates after the date hereof and prior to the Termination Date (together with the Owned Shares, the “Covered Shares”) as follows: (a) in favor of any proposal to approve (i) the adoption of the Merger Agreement and approve the approval of the Merger; , (bii) in favor the approval of any proposal to postpone, recess adjourn or adjourn a meeting at which there is a proposal for stockholders of the postpone any Company to approve the adoption of the Merger Agreement Stockholder Meeting to a later date if there are not sufficient votes to approve for the adoption approval of the Merger Agreement or if there are not sufficient Common Shares present in person or represented by proxy at on the date on which such meeting to constitute a quorum; is held and (ciii) in favor the approval of any other proposal to facilitate considered and voted upon by the Company Stockholders at any Company Stockholder Meeting necessary or desirable for the consummation of the Merger and the transactions contemplated by the Merger Agreement; other Transactions, and (db) against (i) any amendment or modification of the Company’s Organizational Documentsproposal, any reorganization, recapitalization, sale of all or substantially all of the assets, liquidation or winding up of, or any other extraordinary transaction involving, the Company or any of its Subsidiaries or any other action or agreement that is intended or would, or would reasonably be expected to result in any of the conditions to the Company’s obligations condition set forth in Article VIII under Sections 7.1 or 7.2 of the Merger Agreement not being satisfied or not being fulfilled or result in a breach of any covenant, representation or warranty or any other obligation or agreement of prior to the Company contained Termination Date (as such term is used in the Merger Agreement or of the Rollover Stockholder contained in this Agreement and Agreement), (ii) any Acquisition Proposal Proposal, (iii) any reorganization, dissolution, liquidation or winding up of the Company (except as contemplated by the Merger Agreement) and (iv) any action intended to other action, agreement or that would, or would reasonably be likely to facilitate an Acquisition Proposal or Alternative Acquisition Agreement, or any agreement, transaction or other matter that is intended to, would, or proposal which would reasonably be expected to, impede, postponeto prevent, materially adversely affect impede or interfere with materially delay the consummation of the Merger and or any of the other transactions contemplated Transactions (clauses (a) and (b) collectively, the “Supported Matters”). Each Stockholder agrees to, and agrees to cause its applicable controlled Affiliates to, be present, in person or by proxy, at every meeting of the Merger AgreementCompany’s stockholders, including any postponement, recess or adjournment thereof, or in any other circumstance, however called, to vote on the Supported Matters (in the manner described in this Section 1) so that all of the Covered Shares will be counted for purposes of determining the presence of a quorum at such meeting, or otherwise cause the Covered Shares to be counted as present thereat for purposes of establishing a quorum. For the avoidance of doubt, other than with respect to the Supported Matters, the Stockholders do not have any obligation to vote the Covered Shares in any particular manner and, with respect to matters other than the Supported Matters, the Stockholders shall be entitled to vote the Covered Shares in their sole discretion.

Agreement to Vote the Covered Shares. Beginning on the date hereof until the Termination Date (a) During the term of this Agreementas defined below), at every meeting of the Company’s stockholders at which Company Stockholders, including any of the following matters are to be voted on (and at every postponement, recess or adjournment thereof, or postponement thereof)in any other circumstance, however called, each Stockholder agrees to, and on any action or approval of the Company’s stockholders by written consent with respect to any of the following mattersif applicable, the Rollover Stockholder irrevocably and unconditionally agrees to cause to be present in person or represented by proxy and to its controlled Affiliates to, affirmatively vote (including via proxy) all of the Rollover Stockholder’s Covered Shares or execute consents, with respect to (or cause the holder of record on any applicable record date to vote be voted (including via proxy) or consents to be executed with respect to), and not to withdraw or modify any such vote or consent with respect to, all of the Rollover Stockholder’s Owned Shares and any additional shares of Common Stock or other voting securities of the Company acquired by such Stockholder or its respective controlled Affiliates after the date hereof and prior to the Termination Date (as adjusted pursuant to Section 12, collectively, and together with the Owned Shares, the “Covered Shares”) as follows: (a) in favor of any proposal to approve (i) the adoption of the Merger Agreement and approve the approval of the Merger; , (bii) in favor the approval of any proposal to postpone, recess adjourn or adjourn a meeting at which there is a proposal for stockholders of the postpone any Company to approve the adoption of the Merger Agreement Stockholder Meeting to a later date if there are not sufficient votes to approve the adoption Company or Parent proposes or requests such postponement or adjournment in accordance with Section 6.4(b) of the Merger Agreement or if there are not sufficient Common Shares present in person or represented by proxy at such meeting to constitute a quorum; Agreement, and (ciii) in favor the approval of any other proposal to facilitate considered and voted upon by the Company Stockholders at any Company Stockholder Meeting necessary for consummation of the Merger and the other transactions contemplated by the Merger Agreement; , and (db) against (i) any amendment or modification of the Company’s Organizational Documentsproposal, any reorganization, recapitalization, sale of all or substantially all of the assets, liquidation or winding up of, or any other extraordinary transaction involving, the Company or any of its Subsidiaries or any other action or agreement that is intended or would, or would reasonably be expected to result in any of the conditions to the Company’s obligations set forth in Article VIII under the Merger Agreement not being fulfilled or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or that would reasonably be expected to result in any condition set forth in Sections 7.1 and 7.2 of the Rollover Stockholder contained in this Merger Agreement and not being satisfied or not being fulfilled prior to the Termination Date, (ii) any Acquisition Proposal or any action intended other proposal made in opposition to or that wouldin competition with, or would reasonably be likely to facilitate an Acquisition Proposal which is inconsistent with, the Merger Agreement or Alternative Acquisition the transactions contemplated thereby, (iii) any recapitalization, reorganization, dissolution, liquidation, winding up or similar extraordinary transaction involving the Company (except as contemplated by the Merger Agreement) and (iv) any other action, agreement or any agreement, transaction or other matter that is intended to, would, or proposal which would reasonably be expected to, impede, postponeto prevent, materially adversely affect impede or interfere with materially delay the consummation of the Merger and or any of the other transactions contemplated by the Merger AgreementAgreement (clauses (a) and (b) collectively, the “Supported Matters”). Each Stockholder agrees to, and agrees to cause its applicable controlled Affiliates to, be present, in person or by proxy, at every meeting of the Company Stockholders, including any postponement, recess or adjournment thereof, or in any other circumstance, however called, to vote on the Supported Matters (in the manner described in this Section 1) so that all of the Covered Shares will be counted for purposes of determining the presence of a quorum at each such meeting, or otherwise cause the Covered Shares to be counted as present thereat for purposes of establishing a quorum at each such meeting. For the avoidance of doubt, except with respect to the Supported Matters, the Stockholders do not have any obligation to vote the Covered Shares in any particular manner and, with respect to matters other than the Supported Matters, the Stockholders shall be entitled to vote the Covered Shares in its sole discretion.

Agreement to Vote the Covered Shares. 1.1 Beginning on the date hereof until the Termination Date (a) During the term of this Agreementas defined below), at every meeting of the Company’s stockholders at stockholders, including any postponement, recess or adjournment thereof, or in any other circumstance, in each case, upon which any of the following matters are to be voted on a vote, consent or other approval (and at every adjournment or postponement thereof), and on any action or approval of the Company’s stockholders by including a written consent consent) with respect to any of the following mattersMerger Agreement, the Rollover Mergers or any other transaction contemplated by the Merger Agreement is sought each Stockholder irrevocably agrees to, and unconditionally agrees if applicable, to cause to be present in person or represented by proxy and to its controlled Affiliates to, affirmatively vote (including via proxy) all of the Rollover Stockholder’s Covered Shares or execute consents with respect to (or cause the holder of record on any applicable record date to vote be voted (including via proxy) or consents to be executed with respect to) all of the Rollover Stockholder’s Owned Shares and any additional shares of Common Stock or other voting securities of the Company acquired by such Stockholder or its controlled Affiliates after the date hereof and prior to the Termination Date (collectively, and together with the Owned Shares, the “Covered Shares”) as follows: (a) in favor of any proposal to approve (i) the adoption of the Merger Agreement and approve the Merger; approval of the Mergers, (bii) in favor the approval of any proposal to postponeadjourn or postpone any Company Stockholders Meeting if the Company or Parent proposes or requests such postponement or adjournment in accordance with Section 6.4 of the Merger Agreement, recess or adjourn a meeting at which there is a and (iii) the approval of any other proposal for considered and voted upon by the stockholders of the Company to approve at any Company Stockholders Meeting necessary or desirable for the adoption consummation of the Merger Agreement to a later date if there are not sufficient votes to approve the adoption of the Merger Agreement or if there are not sufficient Common Shares present in person or represented by proxy at such meeting to constitute a quorum; (c) in favor of any proposal to facilitate the Merger Mergers and the transactions contemplated by the Merger Agreement; , and (db) against (i) any amendment or modification of the Company’s Organizational Documentsproposal, any reorganization, recapitalization, sale of all or substantially all of the assets, liquidation or winding up of, or any other extraordinary transaction involving, the Company or any of its Subsidiaries or any other action or agreement that is intended or would, or would reasonably be expected to result in any of the conditions to the Company’s obligations set forth in Article VIII under the Merger Agreement not being fulfilled or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or that would reasonably be expected to result in any condition set forth in Sections 7.1 or 7.2 of the Rollover Stockholder contained in this Merger Agreement and not being satisfied or not being fulfilled prior to the Termination Date, (ii) any Acquisition Proposal Proposal, (iii) any reorganization, dissolution, liquidation, winding up or similar extraordinary transaction involving the Company (except as contemplated by the Merger Agreement) and (iv) any action intended to other action, agreement or that would, or would reasonably be likely to facilitate an Acquisition Proposal or Alternative Acquisition Agreement, or any agreement, transaction or other matter that is intended to, would, or proposal which would reasonably be expected to, impede, postponeto prevent, materially adversely affect impede or interfere with materially delay the consummation of the Merger and Mergers or any of the other transactions contemplated by the Merger AgreementAgreement (clauses (a) and (b) collectively, the “Supported Matters”). Each Stockholder agrees to, and agrees to cause its applicable controlled Affiliates to, be present, in person or by proxy, at every meeting of the Company’s stockholders, including any postponement, recess or adjournment thereof, or in any other circumstance, however called, to vote on the Supported Matters (in the manner described in this Section 1.1) so that all of the Covered Shares will be counted for purposes of determining the presence of a quorum at such meeting, or otherwise cause the Covered Shares to be counted as present thereat for purposes of establishing a quorum. For the avoidance of doubt, other than with respect to the Supported Matters, each Stockholder does not have any obligation to vote the Covered Shares in any particular manner and, with respect to such other matters (other than the Supported Matters), such Stockholder shall be entitled to vote the Covered Shares in its sole discretion.

Agreement to Vote the Covered Shares. Beginning on the date hereof until the Termination Date (a) During the term of this Agreementas defined below), at every meeting of the Company’s stockholders at which Company Stockholders, including any of the following matters are to be voted on (and at every postponement, recess or adjournment thereof, or postponement thereof)in any other circumstance, however called, each Stockholder agrees to, and on any action or approval of the Company’s stockholders by written consent with respect to any of the following mattersif applicable, the Rollover Stockholder irrevocably and unconditionally agrees to cause to be present in person or represented by proxy and to its controlled Affiliates to, affirmatively vote (including via proxy) all of the Rollover Stockholder’s Covered Shares or execute consents with respect to (or cause the holder of record on any applicable record date to vote be voted (including via proxy) or consents to be executed with respect to) all of the Rollover Stockholder’s Owned Shares and any additional shares of Common Stock or other voting securities of the Company acquired by such Stockholder or its respective controlled Affiliates after the date hereof and prior to the Termination Date (collectively, and together with the Owned Shares, the “Covered Shares”) as follows: (a) in favor of any proposal to approve (i) the adoption of the Merger Agreement and approve the approval of the Merger; , including any amended and restated Merger Agreement or amendment to the Merger Agreement that, in any such case, increases the Per Share Price or otherwise results in the Merger Agreement being objectively more economically favorable to the Company Stockholders than the Merger Agreement in effect as of the date of this Agreement (bexcluding, for avoidance of doubt, any adverse amendment), (ii) in favor the approval of any proposal to postpone, recess adjourn or adjourn a meeting at which there is a proposal for stockholders of the postpone any Company to approve the adoption of the Merger Agreement Stockholder Meeting to a later date if there are not sufficient votes to approve the adoption Company proposes or requests such postponement or adjournment in accordance with Section 6.4(b) of the Merger Agreement or if there are not sufficient Common Shares present in person or represented by proxy at such meeting to constitute a quorum; Agreement, and (ciii) in favor the approval of any other proposal to facilitate the Merger considered and the transactions contemplated voted upon by the Merger Agreement; and (d) against (i) Company Stockholders at any amendment or modification of the Company’s Organizational Documents, any reorganization, recapitalization, sale of all or substantially all of the assets, liquidation or winding up of, or any other extraordinary transaction involving, the Company or any of its Subsidiaries or any other action or agreement that is intended or would, or would reasonably be expected to result in any of the conditions to the Company’s obligations set forth in Article VIII under the Merger Agreement not being fulfilled or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Rollover Stockholder contained in this Agreement and (ii) any Acquisition Proposal or any action intended to or that would, or would reasonably be likely to facilitate an Acquisition Proposal or Alternative Acquisition Agreement, or any agreement, transaction or other matter that is intended to, would, or would reasonably be expected to, impede, postpone, materially adversely affect or interfere with the Meeting necessary for consummation of the Merger and the other transactions contemplated by the Merger Agreement, and (b) against (i) any proposal, action, or agreement that, to the knowledge of such Stockholder, would reasonably be expected to be result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company contained in the Merger Agreement, (ii) any reorganization, dissolution, liquidation, winding up or similar extraordinary transaction involving the Company (except as contemplated by the Merger Agreement) and (iii) any other action, agreement or proposal which to the knowledge of such Stockholder would reasonably be expected to prevent or materially impede or materially delay the consummation of the Merger or any of the transactions contemplated by the Merger Agreement, (clauses (a) and (b) collectively, the “Supported Matters”). Each Stockholder agrees to, and agrees to cause its applicable controlled Affiliates to, be present, in person or by proxy, at every meeting of the Company Stockholders, including any postponement, recess or adjournment thereof, or in any other circumstance, however called, to vote on the Supported Matters (in the manner described in this Section 1) so that all of the Covered Shares will be counted for purposes of determining the presence of a quorum at such meeting, or otherwise cause the Covered Shares to be counted as present threat for purposes of establishing a quorum. For the avoidance of doubt, other than with respect to the Supported Matters, the Stockholders do not have any obligation to vote the Covered Shares in any particular manner and, with respect to such other matters (other than the Supported Matters), the Stockholders shall be entitled to vote the Covered Shares in their sole discretion. The Stockholders shall not take any action that, to the knowledge of such Stockholder, would reasonably be expected to prevent or materially impair or materially delay the consummation of the transactions contemplated by this Agreement.

Agreement to Vote the Covered Shares. Beginning on the date hereof until the Termination Date (a) During the term of this Agreementas defined below), at every meeting of the Company’s stockholders at which Company Stockholders, including any of postponement, recess or adjournment thereof, or in any action by written consent, the following matters are to be voted on (and at every adjournment or postponement thereof)Stockholder agrees to, and on any action or approval of the Company’s stockholders by written consent with respect to any of the following mattersif applicable, the Rollover Stockholder irrevocably and unconditionally agrees to cause to be present in person or represented by proxy and to its controlled Affiliates to, affirmatively vote (including via proxy) all of the Rollover Stockholder’s Covered Shares or execute consents with respect to (or cause the holder of record on any applicable record date to vote be voted (including via proxy), or consents to be executed with respect to) all of the Rollover Stockholder’s Owned Shares and any additional shares of Common Stock or other voting securities of the Company acquired by the Stockholder or its respective controlled Affiliates after the date hereof and prior to the Termination Date (collectively, and together with the Owned Shares, the “Covered Shares”) as follows: (a) in favor of any proposal to approve (i) the adoption of the Merger Agreement and approve the approval of the Merger; , including any amended and restated Merger Agreement or amendment to the Merger Agreement that, in any such case, increases the Per Share Price or otherwise results in the terms of the Merger Agreement being more favorable to the Company Stockholders (bin their capacity as such) than the Merger Agreement in favor effect as of the date of this Agreement (excluding, for avoidance of doubt, any adverse amendment), and (ii) the approval of any proposal to postpone, recess adjourn or adjourn a meeting at which there is a proposal for stockholders of the postpone any Company to approve the adoption of the Merger Agreement Stockholder Meeting to a later date if there are not sufficient votes to approve the adoption Company or Parent proposes or requests such postponement or adjournment in accordance with Section 6.4(b) of the Merger Agreement or if there are not sufficient Common Shares present in person or represented by proxy at such meeting to constitute a quorum; (c) in favor of any proposal to facilitate the Merger and the transactions contemplated by the Merger Agreement; and (db) against action, agreement or proposal that would reasonably be expected to prevent or materially impede or materially delay the consummation of the Merger (iclauses (a) and (b) collectively, the “Supported Matters”).Nothing in this Agreement shall require the Stockholder to vote in any manner with respect to any amendment to the Merger Agreement or modification the taking of the Company’s Organizational Documents, any reorganization, recapitalization, sale of all or substantially all of the assets, liquidation or winding up of, or any other extraordinary transaction involving, the Company or any of its Subsidiaries or any other action or agreement that is intended or would, or would reasonably be expected to result in any the amendment, modification or waiver of the conditions to the Company’s obligations set forth in Article VIII under a provision of the Merger Agreement not being fulfilled or result in a breach manner that (1) decreases the Per Share Price or changes the form of the consideration payable to Company Stockholders in the Merger; (2) imposes any covenant, representation or warranty restrictions or any other obligation or agreement of the Company contained in the Merger Agreement or of the Rollover Stockholder contained in this Agreement and (ii) any Acquisition Proposal or any action intended to or that would, or would reasonably be likely to facilitate an Acquisition Proposal or Alternative Acquisition Agreement, or any agreement, transaction or other matter that is intended to, would, or would reasonably be expected to, impede, postpone, materially adversely affect or interfere with additional conditions on the consummation of the Merger or the payment of the Per Share Price to Company Stockholders; or (3) extends the Termination Date. Beginning on the date hereof until the Termination Date, the Stockholder agrees to, and agrees to cause its applicable controlled Affiliates to, be present, in person or by proxy, at every meeting of the Company Stockholders, including any postponement, recess or adjournment thereof, or in any other transactions contemplated by circumstance, however called, to vote on the Merger AgreementSupported Matters (in the manner described in this Section 1) so that all of the Covered Shares will be counted for purposes of determining the presence of a quorum at such meeting, or otherwise cause the Covered Shares to be counted as present threat for purposes of establishing a quorum. For the avoidance of doubt, other than with respect to the Supported Matters, the Stockholder does not have any obligation to vote the Covered Shares in any particular manner and, with respect to such other matters (other than the Supported Matters), the Stockholder shall be entitled to vote the Covered Shares in its sole discretion.