Common use of Agreement to Vote the Shares Clause in Contracts

Agreement to Vote the Shares. During the term of this Agreement, Stockholder shall vote all of the Voting Shares over which Stockholder has sole voting power and will cause all of the Voting Shares over which he has shared voting power as described on Schedule B to be voted (other than any Shares that may have been sold in accordance with the terms of this Agreement) (i) in favor of the Merger Agreement, and the Merger or any transaction contemplated by the Merger Agreement, (ii) as otherwise necessary or appropriate to enable Parent, Company and Merger Sub to consummate the transactions contemplated by the Merger Agreement, (iii) against any action or agreement that would result in a breach in any material aspect of any covenant, representation, or warranty or any other obligation or agreement of Company under the Merger Agreement, (iv) against any action or agreement that would terminate, impede, interfere with, delay, postpone, or attempt to discourage the Merger, including, but not limited to: (A) a sale or transfer of a material amount of the assets of Company or any of its subsidiaries or a reorganization, recapitalization, or liquidation of Company or any of its subsidiaries, (B) any change in the Company Board, except as provided for in the last sentence of this Section or Section 10 or as otherwise agreed to in writing by the Parties, (C) any change in the present capitalization or dividend policy of Company, or (D) any other change in Company's corporate structure; and (v) against any other proposal which would result in any of the conditions to Parent's obligations under the Merger Agreement not being fulfilled. Notwithstanding the foregoing, nothing herein shall prevent Stockholder from taking any actions as an officer and/or a director of Company so long as such actions are not prohibited by the Merger Agreement or any other provision of this Agreement, including without limitation, the nomination for and filling of any vacancy in the Company Board arising due to the death, resignation or removal of any current director of Company.

Agreement to Vote the Shares. During The Record Shares are subject to a voting trust agreement pursuant to which Xxxxxx X. Xxxxx III has been granted an irrevocable proxy (the term of this Agreement"Proxy"), which provides him with the power to vote such Record Shares. To the extent the Proxy is held invalid, unenforceable or revoked, Stockholder shall vote all of the Voting Shares over which Stockholder has sole voting power and will cause all of the Voting Shares over which he has shared voting power as described on Schedule B to be voted (other than any Shares that may have been sold in accordance with the terms of this Agreement) (i) in favor of the Merger Agreement, and the Merger or any transaction contemplated by the Merger Agreement, (ii) as otherwise necessary or appropriate to enable Parent, Company and Merger Sub to consummate the transactions contemplated by the Merger Agreement, (iii) against any action or agreement that would result in a breach in any material aspect of any covenant, representation, or warranty or any other obligation or agreement of Company under the Merger Agreement, (iv) against any action or agreement that would terminate, impede, interfere with, delay, postpone, or attempt to discourage the Merger, including, but not limited to: (A) a sale or transfer of a material amount of the assets of Company or any of its subsidiaries or a reorganization, recapitalization, or liquidation of Company or any of its subsidiaries, (B) any change in the Company Board, except as provided for in the last sentence of this Section or Section 10 or as otherwise agreed to in writing by the Parties, (C) any change in the present capitalization or dividend policy of Company, or (D) any other change in Company's corporate structure; and (v) against any other proposal which would result in any of the conditions to Parent's obligations under the Merger Agreement not being fulfilled. Notwithstanding the foregoing, nothing herein shall prevent Stockholder from taking any actions as an officer and/or a director of Company so long as such actions are not prohibited by the Merger Agreement or any other provision of this Agreement, including without limitation, the nomination for and filling of any vacancy in the Company Board arising due to the death, resignation or removal of any current director of Company.

Agreement to Vote the Shares. During The Record Shares are subject to a voting trust agreement pursuant to which Xxxxxxx X. Xxxxx has been granted an irrevocable proxy (the term of this Agreement"Proxy"), which provides him with the power to vote such Record Shares. To the extent the Proxy is held invalid, unenforceable or revoked, Stockholder shall vote all of the Voting Shares over which Stockholder has sole voting power and will cause all of the Voting Shares over which he has shared voting power as described on Schedule B to be voted (other than any Shares that may have been sold in accordance with the terms of this Agreement) (i) in favor of the Merger Agreement, and the Merger or any transaction contemplated by the Merger Agreement, (ii) as otherwise necessary or appropriate to enable Parent, Company and Merger Sub to consummate the transactions contemplated by the Merger Agreement, (iii) against any action or agreement that would result in a breach in any material aspect of any covenant, representation, or warranty or any other obligation or agreement of Company under the Merger Agreement, (iv) against any action or agreement that would terminate, impede, interfere with, delay, postpone, or attempt to discourage the Merger, including, but not limited to: (A) a sale or transfer of a material amount of the assets of Company or any of its subsidiaries or a reorganization, recapitalization, or liquidation of Company or any of its subsidiaries, (B) any change in the Company Board, except as provided for in the last sentence of this Section or Section 10 or as otherwise agreed to in writing by the Parties, (C) any change in the present capitalization or dividend policy of Company, or (D) any other change in Company's corporate structure; and (v) against any other proposal which would result in any of the conditions to Parent's obligations under the Merger Agreement not being fulfilled. Notwithstanding the foregoing, nothing herein shall prevent Stockholder from taking any actions as an officer and/or a director of Company so long as such actions are not prohibited by the Merger Agreement or any other provision of this Agreement, including without limitation, the nomination for and filling of any vacancy in the Company Board arising due to the death, resignation or removal of any current director of Company.

Agreement to Vote the Shares. During The Record Shares are subject to a voting trust agreement pursuant to which Xxxx X. Xxxxx has been granted an irrevocable proxy (the term of this Agreement"Proxy"), which provides him with the power to vote such Record Shares. To the extent the Proxy is held invalid, unenforceable or revoked, Stockholder shall vote all of the Voting Shares over which Stockholder has sole voting power and will cause all of the Voting Shares over which he has shared voting power as described on Schedule B to be voted (other than any Shares that may have been sold in accordance with the terms of this Agreement) (i) in favor of the Merger Agreement, and the Merger or any transaction contemplated by the Merger Agreement, (ii) as otherwise necessary or appropriate to enable Parent, Company and Merger Sub to consummate the transactions contemplated by the Merger Agreement, (iii) against any action or agreement that would result in a breach in any material aspect of any covenant, representation, or warranty or any other obligation or agreement of Company under the Merger Agreement, (iv) against any action or agreement that would terminate, impede, interfere with, delay, postpone, or attempt to discourage the Merger, including, but not limited to: (A) a sale or transfer of a material amount of the assets of Company or any of its subsidiaries or a reorganization, recapitalization, or liquidation of Company or any of its subsidiaries, (B) any change in the Company Board, except as provided for in the last sentence of this Section or Section 10 or as otherwise agreed to in writing by the Parties, (C) any change in the present capitalization or dividend policy of Company, or (D) any other change in Company's corporate structure; and (v) against any other proposal which would result in any of the conditions to Parent's obligations under the Merger Agreement not being fulfilled. Notwithstanding the foregoing, nothing herein shall prevent Stockholder from taking any actions as an officer and/or a director of Company so long as such actions are not prohibited by the Merger Agreement or any other provision of this Agreement, including without limitation, the nomination for and filling of any vacancy in the Company Board arising due to the death, resignation or removal of any current director of Company.

Agreement to Vote the Shares. During The Record Shares are subject to a voting trust agreement pursuant to which Edward T. Pratt III has been granted an irrevocable proxy (the term of this Agreement"Proxx"), xxxxx xxxxides him with the power to vote such Record Shares. To the extent the Proxy is held invalid, unenforceable or revoked, Stockholder shall vote all of the Voting Shares over which Stockholder has sole voting power and will cause all of the Voting Shares over which he has shared voting power as described on Schedule B to be voted (other than any Shares that may have been sold in accordance with the terms of this Agreement) (i) in favor of the Merger Agreement, and the Merger or any transaction contemplated by the Merger Agreement, (ii) as otherwise necessary or appropriate to enable Parent, Company and Merger Sub to consummate the transactions contemplated by the Merger Agreement, (iii) against any action or agreement that would result in a breach in any material aspect of any covenant, representation, or warranty or any other obligation or agreement of Company under the Merger Agreement, (iv) against any action or agreement that would terminate, impede, interfere with, delay, postpone, or attempt to discourage the Merger, including, but not limited to: (A) a sale or transfer of a material amount of the assets of Company or any of its subsidiaries or a reorganization, recapitalization, or liquidation of Company or any of its subsidiaries, (B) any change in the Company Board, except as provided for in the last sentence of this Section or Section 10 or as otherwise agreed to in writing by the Parties, (C) any change in the present capitalization or dividend policy of Company, or (D) any other change in Company's corporate structure; and (v) against any other proposal which would result in any of the conditions to Parent's obligations under the Merger Agreement not being fulfilled. Notwithstanding the foregoing, nothing herein shall prevent Stockholder from taking any actions as an officer and/or a director of Company so long as such actions are not prohibited by the Merger Agreement or any other provision of this Agreement, including without limitation, the nomination for and filling of any vacancy in the Company Board arising due to the death, resignation or removal of any current director of Company.

Agreement to Vote the Shares. During the term of this Agreement, Stockholder shall vote all of the Voting Shares over which Stockholder has sole voting power and will cause all of the Voting Shares over which he has shared voting power as described on Schedule B to be voted (other than any Shares that may have been sold in accordance with the terms of this Agreement) (i) in favor of the Merger Agreement, and the Merger or any transaction contemplated by the Merger Agreement, (ii) as otherwise necessary or appropriate to enable Parent, Company and Merger Sub to consummate the transactions contemplated by the Merger Agreement, (iii) against any action or agreement that would result in a breach in any material aspect of any covenant, representation, or warranty or any other obligation or agreement of Company under the Merger Agreement, (iv) against any action or agreement that would terminate, impede, interfere with, delay, postpone, or attempt to discourage the Merger, including, but not limited to: (A) a sale or transfer of a material amount of the assets of Company or any of its subsidiaries or a reorganization, recapitalization, or liquidation of Company or any of its subsidiaries, (B) any change in the Company Board, except as provided for in the last sentence of this Section or Section 10 or as otherwise agreed to in writing by the Parties, (C) any change in the present capitalization or dividend policy of Company, or (D) any other change in Company's corporate structure; and (v) against any other proposal which would result in any of the conditions to Parent's obligations under the Merger Agreement not being fulfilled. Notwithstanding the foregoing, nothing herein shall prevent Stockholder from taking any actions as an officer and/or a director of Company so long as such actions are not prohibited by the Merger Agreement or any other provision of this Agreement, including without limitation, the nomination for and filling of any vacancy in the Company Board arising due to the death, resignation or removal of any current director of Company.

Agreement to Vote the Shares. During The Record Shares are subject to a voting trust agreement pursuant to which Jack E. Pratt has been granted an irrevocable proxy (the term of this Agreement"Proxy"), xxxxx xxxxxxxs him with the power to vote such Record Shares. To the extent the Proxy is held invalid, unenforceable or revoked, Stockholder shall vote all of the Voting Shares over which Stockholder has sole voting power and will cause all of the Voting Shares over which he has shared voting power as described on Schedule B to be voted (other than any Shares that may have been sold in accordance with the terms of this Agreement) (i) in favor of the Merger Agreement, and the Merger or any transaction contemplated by the Merger Agreement, (ii) as otherwise necessary or appropriate to enable Parent, Company and Merger Sub to consummate the transactions contemplated by the Merger Agreement, (iii) against any action or agreement that would result in a breach in any material aspect of any covenant, representation, or warranty or any other obligation or agreement of Company under the Merger Agreement, (iv) against any action or agreement that would terminate, impede, interfere with, delay, postpone, or attempt to discourage the Merger, including, but not limited to: (A) a sale or transfer of a material amount of the assets of Company or any of its subsidiaries or a reorganization, recapitalization, or liquidation of Company or any of its subsidiaries, (B) any change in the Company Board, except as provided for in the last sentence of this Section or Section 10 or as otherwise agreed to in writing by the Parties, (C) any change in the present capitalization or dividend policy of Company, or (D) any other change in Company's corporate structure; and (v) against any other proposal which would result in any of the conditions to Parent's obligations under the Merger Agreement not being fulfilled. Notwithstanding the foregoing, nothing herein shall prevent Stockholder from taking any actions as an officer and/or a director of Company so long as such actions are not prohibited by the Merger Agreement or any other provision of this Agreement, including without limitation, the nomination for and filling of any vacancy in the Company Board arising due to the death, resignation or removal of any current director of Company.

Agreement to Vote the Shares. During The Record Shares are subject to a voting trust agreement pursuant to which William D. Pratt has been granted an irrevocable proxy (the term of this Agreement"Proxy"), xxxxx xxxxxxxx him with the power to vote such Record Shares. To the extent the Proxy is held invalid, unenforceable or revoked, Stockholder shall vote all of the Voting Shares over which Stockholder has sole voting power and will cause all of the Voting Shares over which he has shared voting power as described on Schedule B to be voted (other than any Shares that may have been sold in accordance with the terms of this Agreement) (i) in favor of the Merger Agreement, and the Merger or any transaction contemplated by the Merger Agreement, (ii) as otherwise necessary or appropriate to enable Parent, Company and Merger Sub to consummate the transactions contemplated by the Merger Agreement, (iii) against any action or agreement that would result in a breach in any material aspect of any covenant, representation, or warranty or any other obligation or agreement of Company under the Merger Agreement, (iv) against any action or agreement that would terminate, impede, interfere with, delay, postpone, or attempt to discourage the Merger, including, but not limited to: (A) a sale or transfer of a material amount of the assets of Company or any of its subsidiaries or a reorganization, recapitalization, or liquidation of Company or any of its subsidiaries, (B) any change in the Company Board, except as provided for in the last sentence of this Section or Section 10 or as otherwise agreed to in writing by the Parties, (C) any change in the present capitalization or dividend policy of Company, or (D) any other change in Company's corporate structure; and (v) against any other proposal which would result in any of the conditions to Parent's obligations under the Merger Agreement not being fulfilled. Notwithstanding the foregoing, nothing herein shall prevent Stockholder from taking any actions as an officer and/or a director of Company so long as such actions are not prohibited by the Merger Agreement or any other provision of this Agreement, including without limitation, the nomination for and filling of any vacancy in the Company Board arising due to the death, resignation or removal of any current director of Company.

Agreement to Vote the Shares. During The Record Shares are subject to a voting trust agreement pursuant to which William D. Pratt has been granted an irrevocable proxy (the term of this Agreement"Proxy"), xxxxx xxxxxxxs him with the power to vote such Record Shares. To the extent the Proxy is held invalid, unenforceable or revoked, Stockholder shall vote all of the Voting Shares over which Stockholder has sole voting power and will cause all of the Voting Shares over which he has shared voting power as described on Schedule B to be voted (other than any Shares that may have been sold in accordance with the terms of this Agreement) (i) in favor of the Merger Agreement, and the Merger or any transaction contemplated by the Merger Agreement, (ii) as otherwise necessary or appropriate to enable Parent, Company and Merger Sub to consummate the transactions contemplated by the Merger Agreement, (iii) against any action or agreement that would result in a breach in any material aspect of any covenant, representation, or warranty or any other obligation or agreement of Company under the Merger Agreement, (iv) against any action or agreement that would terminate, impede, interfere with, delay, postpone, or attempt to discourage the Merger, including, but not limited to: (A) a sale or transfer of a material amount of the assets of Company or any of its subsidiaries or a reorganization, recapitalization, or liquidation of Company or any of its subsidiaries, (B) any change in the Company Board, except as provided for in the last sentence of this Section or Section 10 or as otherwise agreed to in writing by the Parties, (C) any change in the present capitalization or dividend policy of Company, or (D) any other change in Company's corporate structure; and (v) against any other proposal which would result in any of the conditions to Parent's obligations under the Merger Agreement not being fulfilled. Notwithstanding the foregoing, nothing herein shall prevent Stockholder from taking any actions as an officer and/or a director of Company so long as such actions are not prohibited by the Merger Agreement or any other provision of this Agreement, including without limitation, the nomination for and filling of any vacancy in the Company Board arising due to the death, resignation or removal of any current director of Company.