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

Agreement to Vote the Subject Shares. Stockholder hereby agrees that, during the Voting Period, at any duly called meeting of the stockholders of the Company (or any adjournment or postponement thereof), and in any action by written consent of the stockholders of the Company, Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause his or her Subject Shares to be counted as present thereat for purposes of establishing a quorum, and he or she shall vote or consent (or cause to be voted or consented), in person or by proxy, all of his or her Subject Shares (a) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, and (b) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of Stockholder contained in this Agreement. This Agreement is intended to bind Stockholder only with respect to the specific matters expressly set forth in clauses (a) and (b) above, and except as set forth in such clauses, Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. Stockholder agrees not to enter into any agreement, commitment or arrangement with any person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article II. Notwithstanding anything contained in this Agreement to the contrary, nothing contained in this Agreement shall be deemed to limit or affect a Stockholder’s ability to approve a Superior Proposal.

Agreement to Vote the Subject Shares. Stockholder Each Stockholder, in its capacity as such, hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “Voting Period”), at any duly called meeting of the stockholders of the Company (or any adjournment or postponement thereof), and in any action by written consent ) of the stockholders holders of any class or classes of the capital stock of the Company, however called, such Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause his or her Subject Shares to be counted as present thereat for purposes of establishing a quorum, and he or she shall vote or consent (or cause to be voted or consented), in person or by proxy, all of his or her the Subject Shares (a) in favor of the adoption of the Merger Agreement and approval of the Merger terms of the Purchase Agreement, the Acquisition and the other transactions contemplated by the Merger AgreementPurchase Agreement (and any actions required in furtherance thereof), and (b) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in under the Merger Purchase Agreement or of such Stockholder contained in this Agreement. This Agreement is intended to bind Stockholder only with respect to the specific matters expressly set forth in clauses (a) , and (bc) above, and except as set forth otherwise agreed to in such clauses, Stockholder shall not be restricted from voting writing in favor ofadvance by Acquiror, against any action or abstaining proposal involving the Company that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Purchase Agreement. Any such vote shall be cast or consent shall be given in accordance with respect such procedures relating thereto so as to any other matter presented to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the stockholders results of such vote or consent. During the Company. Voting Period, each Stockholder agrees not to enter into any written or oral contract, agreement, commitment commitment, letter of intent, agreement in principle, or arrangement understanding with any person the effect of which would be inconsistent Person that violates or conflicts with or violative of could reasonably be expected to violate or conflict with the provisions and agreements contained in this Article II. Notwithstanding anything contained in this Agreement to the contrary, nothing contained in this Agreement shall be deemed to limit or affect a Stockholder’s ability to approve a Superior ProposalAgreement.

Agreement to Vote the Subject Shares. Stockholder hereby agrees that, during the Voting Period, at any duly called meeting of the stockholders of the Company (or any adjournment or postponement thereof), and in any action by written consent of the stockholders of the Company, Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause his or her Subject Shares to be counted as present thereat for purposes of establishing a quorum, and he or she shall vote or consent (or cause to be voted or consented), in person or by proxy, all of his or her Subject Shares (a) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, and (b) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of Stockholder contained in this Agreement. This Agreement is intended to bind Stockholder only with respect to the specific matters expressly set forth in clauses (a), (b) and (bc) above, and except as set forth in such clauses, Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. Stockholder agrees not to enter into any agreement, commitment or arrangement with any person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article II. Notwithstanding anything contained in this Agreement to the contrary, nothing contained in this Agreement shall be deemed to limit or affect a Stockholder’s ability to approve a Superior Proposal.

Agreement to Vote the Subject Shares. Each Stockholder hereby unconditionally and irrevocably agrees that, during the Voting Period, at any each duly called meeting of the stockholders of the Company Parent (or and any adjournment or postponement thereof), and in any action by written consent of the stockholders of the CompanyParent requested by the Parent Board or undertaken as contemplated by the Transactions, such Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause his or her its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and he or she it shall vote or consent (or cause to be voted or consented), in person or by proxy, all of his or her its Subject Shares (a) in favor of the adoption issuance of the shares of Parent Common Stock pursuant to the Merger Agreement and approval (the “Share Issuance”), (b) in favor of any proposal to adjourn or postpone such meeting of the Merger and stockholders of the other transactions contemplated by Parent to a later date if there are not sufficient votes to approve the Merger AgreementShare Issuance, and (bc) against any action, proposal, transaction or agreement that would be reasonably be expected likely to result in a breach in any respect of any representation, warranty, covenant, representation or warranty or any other obligation or agreement of the Company Parent contained in the Merger Agreement or the Stockholders Agreement, (c) in favor of Stockholder contained in this Agreement. This Agreement is intended to bind Stockholder only with respect to the specific matters expressly proposals, including the Share Issuance, set forth in clauses (a) and (b) above, and except as set forth in such clauses, Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. Stockholder agrees not to enter into any agreement, commitment or arrangement with any person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article II. Notwithstanding anything contained in this Agreement to the contrary, nothing contained in this Agreement shall be deemed to limit or affect a StockholderParent’s ability to approve a Superior Proposal.proxy ACTIVE 232514768

Agreement to Vote the Subject Shares. Stockholder hereby agrees that, during the Voting Period, at any duly called meeting of the stockholders of the Company (or any adjournment or postponement thereof), and in any action by written consent of the stockholders of the Company, Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause his or her Subject Shares to be counted as present thereat for purposes of establishing a quorum, and he or she shall vote or consent (or cause to be voted or consented), in person or by proxy, all of his or her Subject Shares (a) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, and (b) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of Stockholder contained in this Agreement. This Agreement is intended to bind Stockholder only with respect to the specific matters expressly set forth in clauses (a) and (b) above, and except as set forth in such clauses, Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. Stockholder agrees not to enter into any agreement, commitment or arrangement with any person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article II. Notwithstanding anything contained in this Agreement to the contrary, nothing contained in this Agreement shall be deemed to limit or affect a Stockholder’s ability to approve a Superior Proposal.

Agreement to Vote the Subject Shares. Stockholder Affiliate, solely in Affiliate’s capacity as a stockholder of Basic, hereby agrees that, that during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “Voting Period”), at any duly called meeting of the stockholders of the Company (or any adjournment or postponement thereof)) of the holders of any class or classes of the capital stock of Basic, and however called, or in connection with any action by written consent of the stockholders holders of any class or classes of the Companycapital stock of Basic, Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause his or her Subject Shares to be counted as present thereat for purposes of establishing a quorum, and he or she Affiliate shall vote or consent (or cause to be voted or consented), in person or by proxy, all of his or her voted) Affiliate’s Subject Shares (a) in favor of the approval and adoption of the Merger Agreement and approval terms of the Merger Basic Proposals and each of the other transactions contemplated by the Merger Agreement, Agreement (and (bany actions required in furtherance thereof) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect at every meeting of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of Stockholder contained in this Agreement. This Agreement is intended to bind Stockholder only with respect to the specific matters expressly set forth in clauses (a) and (b) above, and except as set forth in such clauses, Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of Basic (or in connection with any written consent) at which such matters are considered and at every adjournment thereof. Any such vote shall be cast or consent shall be given by Affiliate in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the Companyresults of such vote or consent. Stockholder Affiliate agrees not to enter into any agreement, commitment letter of intent, agreement in principle or arrangement understanding with any person the effect of which would be inconsistent that violates or conflicts with or violative of could reasonably be expected to violate or conflict with the provisions and agreements contained in this Article II. Notwithstanding anything contained in this Agreement to or the contraryMerger Agreement; provided, however, that nothing contained in this Agreement shall be deemed to limit prevent Affiliate from making a bona fide disposition of the entire beneficial ownership in, including all voting rights with respect to, any or affect all of the Subject Shares (a Stockholder’s ability “Permitted Disposition”). For the avoidance of doubt, this Agreement is intended to approve constitute a Superior Proposalvoting agreement entered into under Section 218(c) of the Delaware General Corporation Law for the duration of the Voting Period.

Agreement to Vote the Subject Shares. Stockholder Each of Axxxxxx X. XxXxxxxx and Bxxxx Xxxxxx hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “Voting Period”), at any duly called meeting of the stockholders of the Company (or any adjournment or postponement thereof)) of the Company’s stockholders, and however called, or in connection with any action by written consent of the stockholders of the Company’s stockholders, Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause his or her Subject Shares to be counted as present thereat for purposes of establishing a quorum, and he or she each shall vote or consent (or cause to be voted or consented), in person or by proxy, all of his or her voted) the Subject Shares (ax) in favor of the approval and adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreementproposals set forth on Schedule II hereof, and (by) against any action, proposal, transaction or agreement that would reasonably be expected that, to the knowledge of such Stockholder, is intended to result in a breach in any respect different set of any covenant, representation proposals from those set forth on Schedule II hereof or warranty or any other obligation or agreement of cause the Company contained in the Merger or Stockholder to breach any of its obligations under this Agreement or the Securities Purchase Agreement (“Alternative Proposal”), and (z) except as otherwise agreed to in writing in advance by the Company, against any action or proposal involving the Company that, to the knowledge of Stockholder contained in such Stockholder, is intended, or could reasonably be expected, to prevent, impede, interfere with, materially delay, postpone or materially adversely affect the transactions contemplated by the Securities Purchase Agreement and this Agreement. This Agreement is intended to bind Stockholder only with respect to the specific matters expressly set forth in clauses (a) and (b) above, and except as set forth in such clauses, Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. Stockholder agrees not to enter into any agreement, commitment or arrangement with any person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article II. Notwithstanding anything contained in this Agreement to the contrary, nothing contained in this Agreement Any vote shall be deemed to limit cast or affect consent shall be given in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a Stockholder’s ability to approve a Superior Proposalquorum is present and for purposes of recording the results of such vote or consent.