Common use of Agreement to Vote Clause in Contracts

Agreement to Vote. The Stockholder hereby agrees that, until the Termination Date (as defined below), at any meeting of the stockholders of the Company, however called, or any adjournment or postponement thereof, such Stockholder shall be present (in person or by proxy) and vote (or cause to be voted) all of its Voting Shares (a) in favor of (1) adoption of the Merger Agreement and (2) approval of any other matter that is required by Applicable Law or a Governmental Authority to be approved by the stockholders of the Company to facilitate the transactions contemplated by the Merger Agreement; and (b) against (1) any Acquisition Proposal other than the Merger contemplated by the Merger Agreement, (2) any liquidation or winding up of the Company, (3) any extraordinary dividend by the Company, (4) any change in the capital structure of the Company (other than any change in capital structure resulting from the Merger) and (5) any other action that could reasonably be expected to (i) impede, interfere with, delay, postpone or attempt to discourage or have the effect of discouraging the consummation of the transactions contemplated by the Merger Agreement, including the Merger, (ii) result in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement that would reasonably be expected to have a Material Adverse Effect on the Company or (iii) materially delay or adversely affect the respective abilities of the Company, Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement, including the merger.

Agreement to Vote. The Stockholder hereby agrees thatWith respect to the Xxxxxx Stock, until the Termination Date (Xxxxxx shall vote, and shall cause to be voted as defined below), applicable at any meeting of the stockholders Company’s stockholders, and in any action that is subject to written consent of the Company, however called, or any adjournment or postponement thereof, such Stockholder ’s stockholders (which written consent shall be present delivered promptly, and in any event within two (in person or 2) Business Days, following request by proxy) and vote (or cause to be voted) the Company), all of its Voting Shares the Xxxxxx Stock held by Xxxxxx at such time (a) in favor of (1) the approval and adoption of the Merger Agreement Tranches Agreements and (2) approval of any other matter that is required by Applicable Law or a Governmental Authority to be approved by the stockholders of the Company to facilitate the transactions contemplated by the Merger Agreement; Transactions and (b) against (1i) any Acquisition Proposal action, agreement or transaction or proposal that would result in a breach of any covenant, representation or warranty or any other than the Merger contemplated by the Merger Agreement, (2) any liquidation obligation or winding up of the Company, (3) any extraordinary dividend by the Company, (4) any change in the capital structure agreement of the Company (under the Tranches Agreements or the other than any change agreements entered into in capital structure resulting from connection with the Merger) and (5) any other action Transactions or that could reasonably be expected to result in the failure of the Transactions from being consummated, (iii) other than the Transactions, any business combination, arrangement, amalgamation, merger, consolidation, reorganization, recapitalization, liquidation, dissolution, winding-up, material asset sale or similar transaction involving the Company, or any issuance of securities by the Company, or any resolution to approve, ratify or adopt any of the foregoing, and (iii) any resolution, transaction or other action that is inconsistent with, or could reasonably be likely to impede, interfere with, delay, postpone or attempt to discourage adversely affect in any way the Transactions or have the effect of discouraging the consummation any of the other matters and transactions contemplated by the Merger AgreementTranches Agreements, including and, in each case, cause the Merger, (ii) result Xxxxxx Stock to be counted as present at any meeting of the Company’s stockholders in a breach respect of any of the covenantsmatters described in clauses (a) and (b) above, representationsas applicable, warranties or other obligations or agreements for quorum purposes. Xxxxxx acknowledges receipt and review of a copy of each of the Company under the Merger Agreement that would reasonably be expected to have a Material Adverse Effect on the Company or (iii) materially delay or adversely affect the respective abilities of the Company, Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement, including the mergerTranches Agreements.

Agreement to Vote. The Stockholder hereby agrees that, until Prior to the Termination Date (Date, Shareholder, in its capacity as defined below)a shareholder of the Company, irrevocably and unconditionally agrees that at any meeting of the stockholders shareholders of the CompanyCompany (whether annual or special and whether or not an adjourned or postponed meeting), however called, Shareholder shall (a) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum, if any adjournment or postponement thereofand (b) vote, such Stockholder shall be present (in person or by proxy) and vote (or cause to be voted) voted at such meeting, all Covered Shares owned as of its Voting Shares the record date for such meeting of the shareholders (ai) in favor of (1) adoption the Merger, the approval of the Merger Agreement and (2) approval of any the other matter that is required by Applicable Law or a Governmental Authority to be approved by the stockholders of the Company to facilitate the transactions contemplated by in the Merger Agreement; Agreement and (bii) against the following actions (1other than the Merger, the Merger Agreement and the other transactions contemplated thereby): (A) any Acquisition Proposal other than the Merger contemplated by the Merger AgreementProposal, (2B) any liquidation proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or winding up of the Company, (3) any extraordinary dividend by the Company, (4) any change in the capital structure of other business combination between the Company (and any other than any change in capital structure resulting from the Merger) Person and (5C) any other action that could would reasonably be expected to (i) impede, interfere with, delay, postpone or attempt to discourage adversely affect the Merger or have the effect of discouraging the consummation any of the transactions contemplated by the Merger AgreementAgreement or this Agreement (collectively, including the Merger“Covered Proposals”). Except as expressly set forth in this Section 1 with respect to Covered Proposals, (ii) result the Shareholder shall not be restricted from voting in a breach of favor of, against or abstaining with respect to any of other matter presented to the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement that would reasonably be expected to have a Material Adverse Effect on the Company or (iii) materially delay or adversely affect the respective abilities shareholders of the Company, Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement, including the merger.

Agreement to Vote. The Stockholder hereby agrees that, until during the Termination Date (as defined below)time this Agreement is in effect, at any meeting of the stockholders of the Company, however called, or in connection with any adjournment or postponement thereofwritten consent of the stockholders of the Company, such Stockholder shall be present (in person or by proxy) and vote (or cause to be voted) all of its Voting the Shares (ai) in favor of (1) the adoption of the Merger Agreement and each of the other actions contemplated by the Merger Agreement and any actions required in furtherance hereof and thereof; (2ii) approval against any action or agreement that would result in a breach of any covenant, representation or warranty or any other matter that is required by Applicable Law obligation or a Governmental Authority to be approved by the stockholders agreement of the Company to facilitate under the Merger Agreement; and (iii) except as specifically requested in writing by Acquiror in advance, against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement; and (b) against ): (1) any Acquisition Proposal extraordinary corporate transaction, such as a merger, consolidation or other than business combination involving the Merger contemplated by the Merger Agreement, Company or its subsidiaries; (2) any liquidation a sale, lease or winding up transfer of a material amount of assets of the CompanyCompany or its subsidiaries or a reorganization, recapitalization, dissolution or liquidation of the Company or its subsidiaries; and (3) any extraordinary dividend by the Company, (4a) any change in the capital structure majority of the board of directors of the Company; (b) any material change in the present capitalization of the Company or any amendment of the Company's Certificate of Incorporation; (c) any other than any material change in capital the Company's corporate structure resulting from the Merger) and or business; or (5d) any other action that which is intended or could reasonably be expected to (i) impede, interfere with, delay, postpone or attempt to postpone, discourage or have materially adversely affect the effect of discouraging the consummation of Merger or the transactions contemplated by the Merger Agreement, including . Stockholder shall not enter into any agreement or understanding with any person or entity prior to the Mergertermination of this Agreement or vote or give instructions prior to the termination of this Agreement in any manner inconsistent with clauses (i), (ii) result in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement that would reasonably be expected to have a Material Adverse Effect on the Company or (iii) materially delay or adversely affect the respective abilities of the Company, Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement, including the mergerpreceding sentence.

Agreement to Vote. The Stockholder hereby agrees that, until Prior to the Termination Date (Date, each Shareholder, in his, her or its capacity as defined below)a shareholder of the Company, irrevocably and unconditionally agrees that at any meeting of the stockholders shareholders of the CompanyCompany (whether annual or special and whether or not an adjourned or postponed meeting), however called, such Shareholder shall (a) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum, if any adjournment or postponement thereofand (b) vote, such Stockholder shall be present (in person or by proxy) and vote (or cause to be voted) voted at such meeting, all Covered Shares owned as of its Voting Shares the record date for such meeting of the shareholders (ai) in favor of (1) adoption the Merger, the approval of the Merger Agreement and (2) approval of any the other matter that is required by Applicable Law or a Governmental Authority to be approved by the stockholders of the Company to facilitate the transactions contemplated by in the Merger Agreement; Agreement and (bii) against the following actions (1other than the Merger, the Merger Agreement and the other transactions contemplated thereby): (A) any Acquisition Proposal other than the Merger contemplated by the Merger AgreementProposal, (2B) any liquidation proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or winding up of the Company, (3) any extraordinary dividend by the Company, (4) any change in the capital structure of other business combination between the Company (and any other than any change in capital structure resulting from the Merger) Person and (5C) any other action that could would reasonably be expected to (i) impede, interfere with, delay, postpone or attempt to discourage adversely affect the Merger or have the effect of discouraging the consummation any of the transactions contemplated by the Merger AgreementAgreement or this Agreement (collectively, including the Merger“Covered Proposals”). Except as expressly set forth in this Section 1 with respect to Covered Proposals, (ii) result the Shareholders shall not be restricted from voting in a breach of favor of, against or abstaining with respect to any of other matter presented to the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement that would reasonably be expected to have a Material Adverse Effect on the Company or (iii) materially delay or adversely affect the respective abilities shareholders of the Company, Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement, including the merger.

Agreement to Vote. The Stockholder Each Shareholder, by this Agreement, solely with respect to such Shareholder’s Shares and in such Shareholder’s capacity as a shareholder of the Company, severally and not jointly, hereby agrees that(and agrees to execute such documents or certificates evidencing such agreement as HYAC may reasonably request in connection therewith), until if (and only if) each of the Termination Date Approval Conditions shall have been met, to vote, in person, by proxy or voting card (and to be counted as defined belowpresent thereat for purposes of calculating a quorum), at any meeting of the stockholders shareholders of the Company, however called, or Company (including any adjournment or postponement thereof), such Stockholder shall be present (and in person or any action by proxy) and vote (or cause to be voted) written consent of the shareholders of the Company, all of its Voting such Shareholder’s Shares (a) in favor of (1) the approval and adoption of the Merger Agreement BCA, the Transaction Documents, and (2) approval of any other matter that is required by Applicable Law or a Governmental Authority to be approved by the stockholders of the Company to facilitate the transactions contemplated by the Merger Agreement; BCA and the Transaction Documents, including the Second Merger, (b) against (1) any Acquisition Proposal other than the Merger contemplated by the Merger Agreement, (2) any liquidation or winding up in favor of the Company, (3) any extraordinary dividend by the Company, (4) any change in the capital structure of the Company (other than any change in capital structure resulting from the Merger) and (5) any other action that could matter reasonably be expected necessary to (i) impede, interfere with, delay, postpone or attempt to discourage or have the effect of discouraging the consummation of the transactions contemplated by the Merger Agreement, including BCA and considered and voted upon by the Mergershareholders of the Company, (iic) result in favor of any proposal to adjourn or postpone to a breach later date any meeting of the shareholders of the Company at which any of the covenants, representations, warranties or other obligations or agreements foregoing matters are submitted for consideration and vote of the shareholders of the Company under if there are not sufficient votes for approval of any such matters on the Merger Agreement date on which the meeting is held, and (d) against any action, agreement or transaction (other than the BCA or the transactions contemplated thereby) or proposal that would reasonably be expected to have a Material Adverse Effect on the Company or (iiii) materially delay prevent, impede, delay, or adversely affect the respective abilities of the Company, Parent and Merger Sub to consummate in any material respect the transactions contemplated by the Merger Agreement, including BCA or any Transaction Document or (ii) result in the merger.failure

Agreement to Vote. The Subject to Section 1.4 below, Stockholder hereby agrees that, until during the Termination Date (as defined below)time this Agreement is in effect, at any meeting of the stockholders of the Company, however called, or any adjournment or postponement thereof, such and in response to any request for any written consent of the stockholders of the Company Stockholder shall be present (in person or by proxy) and vote (or cause to be voted) all of its Voting Shares (a) in favor of (1i) adoption of the Merger Agreement Agreement, (ii) approval of the Merger and the other transactions contemplated thereby, and (2ii) approval of any other matter that is required by Applicable applicable Law or a Governmental Authority governmental authority (as defined in the Merger Agreement) to be approved by the stockholders of the Company to facilitate consummate the Merger and the transactions contemplated by the Merger Agreement; and (b) against (1i) any Acquisition Proposal other than the Merger contemplated by the Merger AgreementCompeting Transaction, (2ii) any liquidation or winding up of the Company, (3iii) any extraordinary dividend by the Company, (4iv) any change in the capital structure of the Company (other than any change in capital structure resulting from the Merger) and (5v) any other action that could reasonably be expected to (iA) impede, interfere with, delay, postpone or attempt to discourage or have the effect of discouraging the consummation of the Merger and the other transactions contemplated by the Merger Agreement, including the Merger, (iiB) constitute or result in a breach of any of the covenants, representations, warranties covenants, or other obligations or agreements of the Company under the Merger Agreement that would reasonably be expected to have a Material Adverse Effect material adverse effect on the Company or its business or (iiiC) materially delay impair or adversely affect the respective abilities of the Company, Parent and Merger Sub Newco to consummate the Merger and the other transactions contemplated by the Merger Agreement, including the merger.

Agreement to Vote. The Subject to Section 1.4 below, Stockholder hereby agrees that, until during the Termination Date (as defined below)time this Agreement is in effect, at any meeting of the stockholders of the Company, however called, or any adjournment or postponement thereof, such and in response to any request for any written consent of the stockholders of the Company Stockholder shall be present (in person or by proxy) and vote (or cause to be voted) all of its his Voting Shares (a) in favor of (1i) adoption of the Merger Agreement Agreement, (ii) approval of the Merger and the other transactions contemplated thereby, and (2ii) approval of any other matter that is required by Applicable applicable Law or a Governmental Authority governmental authority (as defined in the Merger Agreement) to be approved by the stockholders of the Company to facilitate consummate the Merger and the transactions contemplated by the Merger Agreement; and (b) against (1i) any Acquisition Proposal other than the Merger contemplated by the Merger AgreementCompeting Transaction, (2ii) any liquidation or winding up of the Company, (3iii) any extraordinary dividend by the Company, (4iv) any change in the capital structure of the Company (other than any change in capital structure resulting from the Merger) and (5v) any other action that could reasonably be expected to (iA) impede, interfere with, delay, postpone or attempt to discourage or have the effect of discouraging the consummation of the Merger and the other transactions contemplated by the Merger Agreement, including the Merger, (iiB) constitute or result in a breach of any of the covenants, representations, warranties covenants, or other obligations or agreements of the Company under the Merger Agreement that would reasonably be expected to have a Material Adverse Effect material adverse effect on the Company or its business or (iiiC) materially delay impair or adversely affect the respective abilities of the Company, Parent and Merger Sub Newco to consummate the Merger and the other transactions contemplated by the Merger Agreement, including the merger.

Agreement to Vote. The From and after the date hereof until the earlier to occur of (a) the Effective Time and (b) the termination of the Merger Agreement pursuant to and in compliance with the terms therein (such earlier date, the “Expiration Date”), each Stockholder hereby irrevocably and unconditionally agrees that, until during the Termination Date (as defined below)time this Agreement is in effect, at any annual or special meeting of the stockholders of the Company’s stockholders, however called, or including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the Company’s stockholders, each Stockholder shall, in each case to the fullest extent that Stockholder’s Shares are entitled to vote thereon: (i) appear at each such Stockholder shall meeting or otherwise cause all of its Shares to be counted as present thereat for purposes of determining a quorum and (ii) be present (in person or by proxy) and vote (or cause to be votedvoted (including by proxy or written consent, if applicable) all of its Voting such Shares (aA) in favor of (1) adoption of the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement and (2) approval any proposal to adjourn or postpone such meeting of any other matter that is required by Applicable Law or a Governmental Authority to be approved by the stockholders of the Company to facilitate a later date if there are not sufficient votes to approve the transactions contemplated by the Merger Agreement; and Merger, (bB) against (1) any Acquisition Proposal other than the Merger contemplated by the Merger Agreement, (2) any liquidation or winding up of the Company, (3) any extraordinary dividend by the Company, (4) any material change in the capital capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company (other than or any change in capital structure resulting from the Merger) of its Subsidiaries, and (5C) against any other action action, proposal, transaction or agreement that could reasonably be expected to (i) impedeis intended, interfere with, delay, postpone or attempt to discourage or have the effect of discouraging the consummation of the transactions contemplated by the Merger Agreement, including the Merger, (ii) result in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement that would reasonably be expected likely to have a Material Adverse Effect on the Company or (iii) prevent, materially impede, materially delay or otherwise materially and adversely affect the respective abilities of the Company’s, Parent and Parent’s or Merger Sub Sub’s ability to timely consummate the transactions contemplated by the Merger Agreement, including the mergerMerger (clauses (A) through (C), the “Required Votes”).

Agreement to Vote. The Stockholder hereby agrees that, until the Termination Date (as defined below), at any meeting of the stockholders of the Company, however called, or any adjournment or postponement thereof, such Stockholder shall be present (in person or by proxy) and vote (or cause to be voted) all of its his Voting Shares (a) in favor of (1) adoption of the Merger Agreement and (2) approval of any other matter that is required by Applicable Law or a Governmental Authority to be approved by the stockholders of the Company to facilitate the transactions contemplated by the Merger Agreement; and (b) against (1) any Acquisition Proposal other than the Merger contemplated by the Merger Agreement, (2) any liquidation or winding up of the Company, (3) any extraordinary dividend by the Company, (4) any change in the capital structure of the Company (other than any change in capital structure resulting from the Merger) and (5) any other action that could reasonably be expected to (i) impede, interfere with, delay, postpone or attempt to discourage or have the effect of discouraging the consummation of the transactions contemplated by the Merger Agreement, including the Merger, (ii) result in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement that would reasonably be expected to have a Material Adverse Effect on the Company or (iii) materially delay or adversely affect the respective abilities of the Company, Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement, including the merger.

Agreement to Vote. The Subject to Section 1.4 below, Stockholder hereby agrees that, until during the Termination Date (as defined below)time this Agreement is in effect, at any meeting of the stockholders of the Company (including, but not limited to, the special meeting of the Company’s stockholders to consider and vote upon the adoption and approval of the Merger Agreement and the Related Agreements and the transactions contemplated thereby (the “Special Meeting”)), however called, or any adjournment or postponement thereof, such and in response to any request for any written consent of the stockholders of the Company, Stockholder shall be present (in person or by proxy) and vote (or cause to be voted) all of its Voting the Subject Shares (a) in favor of (1i) adoption approval of the Merger and the other transactions contemplated by the Merger Agreement and (2) the Related Agreements, and approval of any other matter that is required by Applicable Law applicable law or a by any Governmental Authority Entity to be approved by the stockholders of the Company to facilitate consummate the Merger and the other transactions contemplated by the Merger AgreementAgreement and the Related Agreements; and (b) against (1i) any Acquisition Proposal other than the Merger contemplated by the Merger AgreementCompeting Transaction, (2) any liquidation or winding up of the Company, (3) any extraordinary dividend by the Company, (4) any change in the capital structure of the Company (other than any change in capital structure resulting from the Merger) and (5ii) any other action that could reasonably be expected to (iA) impede, interfere with, delay, postpone or attempt to discourage or have the effect of discouraging the consummation of the Merger and the other transactions contemplated by the Merger Agreement, including Agreement and the MergerRelated Agreements, (iiB) constitute or result in a breach of any of the covenants, representations, warranties covenants, or other obligations or agreements of the Company under the Merger Agreement that would reasonably be expected to have a Material Adverse Effect material adverse effect on the Company or (iiiC) materially delay impair or adversely affect the respective abilities ability of the Company, Parent and Merger Sub Company to consummate the Merger and the other transactions contemplated by the Merger Agreement, including Agreement and the mergerRelated Agreements.

Agreement to Vote. The Subject to Section 1.4 below, Stockholder hereby agrees that, until during the Termination Date (as defined below)time this Agreement is in effect, at any meeting of the stockholders of the Company, however called, or any adjournment or postponement thereof, such and in response to any request for any written consent of the stockholders of the Company Stockholder shall be present (in person or by proxy) and vote (or cause to be voted) all of its her Voting Shares (a) in favor of (1i) adoption of the Merger Agreement Agreement, (ii) approval of the Merger and the other transactions contemplated thereby, and (2ii) approval of any other matter that is required by Applicable applicable Law or a Governmental Authority governmental authority (as defined in the Merger Agreement) to be approved by the stockholders of the Company to facilitate consummate the Merger and the transactions contemplated by the Merger Agreement; and (b) against (1i) any Acquisition Proposal other than the Merger contemplated by the Merger AgreementCompeting Transaction, (2ii) any liquidation or winding up of the Company, (3iii) any extraordinary dividend by the Company, (4iv) any change in the capital structure of the Company (other than any change in capital structure resulting from the Merger) and (5v) any other action that could reasonably be expected to (iA) impede, interfere with, delay, postpone or attempt to discourage or have the effect of discouraging the consummation of the Merger and the other transactions contemplated by the Merger Agreement, including the Merger, (iiB) constitute or result in a breach of any of the covenants, representations, warranties covenants, or other obligations or agreements of the Company under the Merger Agreement that would reasonably be expected to have a Material Adverse Effect material adverse effect on the Company or its business or (iiiC) materially delay impair or adversely affect the respective abilities of the Company, Parent and Merger Sub Newco to consummate the Merger and the other transactions contemplated by the Merger Agreement, including the merger.

Agreement to Vote. The Stockholder hereby While this Agreement is in effect, such Shareholder agrees thatto vote or cause to be voted all Shares that such Shareholder shall be entitled to so vote, until whether such Shares are held of record or beneficially owned by such Shareholder at the Termination Date (as defined below), at any special meeting of FSB's shareholders to be called and held following the stockholders of the Company, however called, or date hereof (including any adjournment or postponement thereof, such Stockholder shall be present (the "SHAREHOLDER MEETING") or at any other meeting of FSB's shareholders, and in person connection with every action or approval by proxy) and vote (or cause to be voted) all written consent of its Voting Shares FSB, (a) in favor of (1) adoption approval of the Merger Agreement Agreement, the Merger and (2) approval of any the other matter that is required by Applicable Law or a Governmental Authority to be approved by the stockholders of the Company to facilitate the transactions contemplated by the Merger Agreement; Agreement and (b) against (1x) any Acquisition Proposal (as defined in the Merger Agreement) other than the Merger contemplated by Merger, (y) any proposal for any action or agreement that is reasonably likely to result in a breach of any covenant, representation or warranty or any other obligation or agreement of FSB under the Merger AgreementAgreement or which is reasonably likely to result in any of the conditions of FSB's obligations under the Merger Agreement not being fulfilled, and (2z) any liquidation or winding up of the Company, (3) any extraordinary dividend by the Company, (4) any change in the capital structure of the Company (other than any change in capital structure resulting from the Merger) and (5) any other action that which could reasonably be expected to (i) impede, interfere with, delay, postpone or attempt to discourage or have the effect of discouraging the materially adversely affect consummation of the transactions contemplated by the Merger Agreement, including the Merger, (ii) result in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement that would reasonably be expected to have a Material Adverse Effect on the Company or (iii) materially delay or adversely affect the respective abilities of the Company, Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement, including the merger.

Agreement to Vote. The (a) Each Stockholder hereby agrees that, until during the Termination Date (as defined below)Voting Period, at any duly called meeting of the stockholders of the Company, however called, Gevity (or any adjournment or postponement thereof) (each, a “Gevity Voting Event”), such Stockholder shall, or shall be present (cause the holder of record on any applicable record date to, appear at the meeting, in person or by proxy) , or otherwise cause its Covered Shares to be counted as present thereat for purposes of establishing a quorum, and it shall vote (or cause to be voted) ), in person or by proxy, all of its Voting Covered Shares (ai) in favor of (1) the adoption of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (ii) 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 Gevity contained in the Merger Agreement or of the Stockholders contained in this Agreement, and (2iii) approval except with the written consent of any TriNet, against the following actions or proposals (other matter that is required by Applicable Law or a Governmental Authority to be approved by the stockholders of the Company to facilitate than the transactions contemplated by the Merger Agreement; and ): (b) against (1A) any Acquisition Proposal other than the Merger contemplated by the Merger Agreement, Proposal; or (2) any liquidation or winding up of the Company, (3) any extraordinary dividend by the Company, (4) any change in the capital structure of the Company (other than any change in capital structure resulting from the Merger) and (5B) any other action or proposal, involving Gevity or any subsidiary of Gevity (each a “Gevity Subsidiary”) that could would reasonably be expected to (i) prevent or materially impede, interfere with, delay, postpone or attempt to discourage adversely affect the Merger or have the effect of discouraging the consummation of the transactions any other transaction contemplated by the Merger Agreement, including the Merger, (ii) result in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement that would reasonably be expected to have a Material Adverse Effect on the Company or (iii) materially delay or adversely affect the respective abilities of the Company, Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement, including the merger.

Agreement to Vote. The Each Stockholder hereby agrees that, from the date hereof until the Termination Date earlier of (as defined below)i) the time that the Alleghany Requisite Stockholder Vote has been obtained and (ii) termination of this Agreement in accordance with Section 5.1, at any meeting of the stockholders of Alleghany at which the Companyapproval of the Stock Issuance is to be voted upon, however called, or any adjournment or postponement thereof, such Stockholder shall be present (in person or by proxy) and vote (or cause to be voted) ), to the extent entitled to vote thereon, all of its Voting Owned Shares at such time (a) in favor of (1) adoption approval of the Merger Agreement and (2) approval of any other matter that is required by Applicable Law or a Governmental Authority to be approved by the stockholders of the Company to facilitate the transactions contemplated by the Merger Agreement; Stock Issuance and (b) against (1) any Alleghany Acquisition Proposal other than the Merger contemplated by the Merger Agreement, (2) and against any liquidation action or winding up of the Company, (3) any extraordinary dividend by the Company, (4) any change in the capital structure of the Company (other than any change in capital structure resulting from the Merger) and (5) any other action that could reasonably be expected to (i) impede, interfere with, delay, postpone or attempt to discourage or have the effect of discouraging the consummation of the transactions contemplated by the Merger Agreement, including the Merger, (ii) result in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement agreement that would reasonably be expected to have a Material Adverse Effect on materially impair the Company ability of Alleghany or (iii) materially delay or adversely affect the respective abilities of the Company, Parent and Merger Sub to consummate complete the transactions contemplated Merger, or that would otherwise reasonably be expected to prevent or materially impede or materially delay the consummation of the Merger. Notwithstanding anything herein to the contrary this Section 1.1 shall not require any Stockholder to be present (in person or by proxy) or vote (or cause to be voted) any of its Owned Shares (1) in the manner specified in clauses (a) or (b) of this Section 1.1 above to the extent that the Merger AgreementAgreement has been amended or modified, including or a provision therein has been waived, in any such case, in a manner that (x) increases the mergeramount or changes the form of the consideration to the stockholder of Transatlantic or (y) is otherwise materially adverse to the Stockholders (either directly or indirectly through Alleghany or Merger Sub); or (2) to amend the Merger Agreement or take any action that could result in the consequences described in the foregoing clauses (1)(x) and/or (1)(y).

Agreement to Vote. The Stockholder hereby agrees that, until (a) Prior to the Termination Date (Date, and except as defined below)set forth in Section 3, each Stockholder irrevocably and unconditionally agrees that it shall at any meeting of the stockholders of the CompanyCompany (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with any adjournment written consent of stockholders of the Company (x) when a meeting is held, appear at such meeting or postponement thereofotherwise cause such Stockholder's Covered Shares to be counted as present thereat for the purpose of establishing a quorum, such Stockholder shall be present and respond to each request by the Company for written consent, if any, and (in person or by proxyy) and vote (or consent), or cause to be voted) voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of its Voting such Stockholder's Covered Shares (ai) in favor of (1) the Merger, the execution and delivery by the Company of the Merger Agreement, adoption and approval of the Merger Agreement and (2) approval of the terms thereof and any other matter that is required by Applicable Law matters necessary for consummation of the Merger and the other transactions contemplated in the Merger Agreement (whether or a Governmental Authority to be approved not recommended by the stockholders of the Company to facilitate the transactions contemplated by the Merger Agreement; Board), and (bii) against (1A) any Acquisition Proposal Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between the Company and any other Person (other than the Merger contemplated by the Merger AgreementMergers), (2) any liquidation or winding up of the Company, (3) any extraordinary dividend by the Company, (4) any change in the capital structure of the Company (other than any change in capital structure resulting from the Merger) and (5C) any other action that could reasonably be expected to (i) impede, interfere with, delay, postpone or attempt to discourage adversely affect the Merger or have the effect of discouraging the consummation any of the transactions contemplated by the Merger Agreement, including the Merger, (ii) result Agreement or this Agreement or any transaction that results in a breach in any material respect of any of the covenantscovenant, representations, warranties representation or warranty or other obligations obligation or agreements agreement of the Company or any of its Subsidiaries under the Merger Agreement that would reasonably be expected to have a Material Adverse Effect on the Company or (iii) materially delay or adversely affect the respective abilities of the Company, Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement, including and (D) any change in the mergerpresent capitalization or dividend policy of the Company or any amendment or other change to the Company's certificate of incorporation or bylaws, except if approved by Parent.