Common use of Agreements to Vote Clause in Contracts

Agreements to Vote. (a) From the date hereof until the termination of this Agreement pursuant to Section 5.1 hereof, each of the Stockholders hereby irrevocably and unconditionally agrees that at any meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, the Stockholders shall, in each case, to the fullest extent that such matters are submitted for the vote or written consent of the Stockholders and that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting in person or by proxy, or otherwise cause the Covered Shares to be counted as present thereat for purposes of calculating a quorum; and (ii) vote (or cause to be voted), in person or by proxy, or, if applicable, deliver (or cause to be delivered) a written consent covering, all of the Covered Shares (A) in favor of the adoption of the Merger Agreement and any related proposal in furtherance thereof, as reasonably requested by Parent, submitted for the vote or written consent of stockholders, including, without limiting any of the foregoing obligations, in favor of any proposal to adjourn or postpone to a later date any meeting of the stockholders of the Company at which any of the foregoing matters are submitted for consideration and vote of the stockholders of the Company if there are not sufficient votes for approval of such matters on the date on which the meeting is held, (B) against any action or agreement submitted for the vote or written consent of stockholders that the Stockholders know or reasonably suspect is in opposition to the Merger or that would 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 Stockholders contained in this Agreement, and (C) against any Acquisition Proposal and against any other action, agreement or transaction submitted for the vote or written consent of stockholders that the Stockholders know or reasonably suspect would impede, interfere with, delay, postpone, discourage, frustrate the purposes of, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by the Stockholders of their obligations under this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast (or consent shall be given) by the Stockholders in accordance with such procedures relating thereto so as to reasonably expect that it is duly counted, including for purposes of determining whether a quorum is present. (c) The obligations of the Stockholders specified in Section 2.1(a) shall apply whether or not the Merger or any action described above is recommended by the Company’s Board of Directors (or any committee thereof). (d) Each Stockholder hereby irrevocably (until the termination of this Agreement pursuant to Section 5.1 hereof) grants to, and appoints, Parent and any senior executive officer thereof, such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to attend any meeting of the stockholders of the Company on behalf of such Stockholder with respect to the matters set forth in Section 2.1(a), to include such Covered Shares in any computation for purposes of establishing a quorum at any such meeting of the stockholders of the Company, and to vote all Covered Shares, or to grant a consent or approval in respect of the Covered Shares, in connection with any meeting of the stockholders of the Company or any action by written consent in lieu of a meeting of the stockholders of the Company in a manner consistent with the provisions of Section 2.1(a), in each case, in the event that (i) such Stockholder fails to comply with the obligations of such Stockholder set forth in Section 2.1(a), (ii) any action, claim or proceeding is commenced, or order or judgment entered, which challenges or impairs the enforceability or validity of the obligations of such Stockholder set forth in Section 2.1(a) or (iii) Parent notifies such Stockholder of its intent to exercise the proxy set forth in this Section 2.1(d). Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.1(d) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in Section 5.1, is intended to be irrevocable.

Agreements to Vote. (a) From In addition to the date hereof until undersigned’s obligations under that certain letter agreement, dated as of October 28, 2013 by and among the termination of this Agreement pursuant undersigned, Quartet and EarlyBird Capital, Inc., the undersigned hereby agrees (and agrees to Section 5.1 hereofexecute such documents or certificates evidencing such agreement as the Company may reasonably request) to vote, each of the Stockholders hereby irrevocably and unconditionally agrees that at any meeting of the stockholders of the Company, however called, including any adjournment or postponement thereofQuartet, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, the Stockholders shall, in each case, to the fullest extent that such matters are submitted for the vote or written consent of the Stockholders and that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting in person or by proxy, or otherwise cause the Covered Shares to be counted as present thereat for purposes of calculating a quorum; and (ii) vote (or cause to be voted), in person or by proxy, or, if applicable, deliver (or cause to be delivered) a written consent coveringQuartet, all of its shares of Quartet Common Stock (the Covered Shares “Shares”) (Ai) in favor of the approval and adoption of the Merger Agreement and any related proposal in furtherance thereof, as reasonably requested by Parent, submitted for the vote or written consent of stockholders, including, without limiting any approval of the foregoing obligationsMergers and all other transactions contemplated by the Merger Agreement and this Agreement, (ii) without limitation of the preceding clause (i), in favor of any proposal to adjourn or postpone to a later date any meeting of the stockholders of the Company Quartet at which any of the foregoing matters described in the preceding clause (i) are submitted for the consideration and vote of the stockholders of the Company Quartet to a later date if there are not sufficient votes for approval of such matters on the date on which the meeting is held, (Biii) against any action action, agreement or agreement submitted for the vote or written consent of stockholders that the Stockholders know or reasonably suspect is in opposition to transaction (other than the Merger Agreement or the transactions contemplated thereby) or proposal (including any Alternative Transaction Proposal) that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in Quartet under the Merger Agreement, Agreement or that could result in any of the Stockholders contained in this Agreementconditions to the Company's obligations under the Merger Agreement not being fulfilled, and (Civ) against any Acquisition Proposal and against in favor of any other action, agreement or transaction submitted for the vote or written consent of stockholders that the Stockholders know or reasonably suspect would impede, interfere with, delay, postpone, discourage, frustrate the purposes of, adversely affect or prevent matter necessary to effect the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance and considered and voted upon by the Company stockholders of its obligations under the Merger Agreement or by the Stockholders of their obligations under this AgreementQuartet. (b) Any vote required To the fullest extent permitted by Applicable Law, the undersigned hereby waives any rights of appraisal or rights to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast (or consent shall be given) by dissent from the Stockholders in accordance with such procedures relating thereto so as to reasonably expect Mergers that it is duly counted, including for purposes of determining whether a quorum is presentmay have under Applicable Law. (c) The obligations of the Stockholders specified in Section 2.1(a) shall apply whether or not the Merger or any action described above is recommended by the Company’s Board of Directors (or any committee thereof). (d) Each Stockholder hereby irrevocably (until the termination of this Agreement pursuant to Section 5.1 hereof) grants to, and appoints, Parent and any senior executive officer thereof, such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to attend any meeting of the stockholders of the Company on behalf of such Stockholder with respect to the matters set forth in Section 2.1(a), to include such Covered Shares in any computation for purposes of establishing a quorum at any such meeting of the stockholders of the Company, and to vote all Covered Shares, or to grant a consent or approval in respect of the Covered Shares, in connection with any meeting of the stockholders of the Company or any action by written consent in lieu of a meeting of the stockholders of the Company in a manner consistent with the provisions of Section 2.1(a), in each case, in the event that (i) such Stockholder fails to comply with the obligations of such Stockholder set forth in Section 2.1(a), (ii) any action, claim or proceeding is commenced, or order or judgment entered, which challenges or impairs the enforceability or validity of the obligations of such Stockholder set forth in Section 2.1(a) or (iii) Parent notifies such Stockholder of its intent to exercise the proxy set forth in this Section 2.1(d). Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.1(d) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in Section 5.1, is intended to be irrevocable.

Agreements to Vote. (a) From the date hereof until Until the termination of this Agreement pursuant to Section 5.1 hereof, each of the Stockholders hereby irrevocably and unconditionally agrees that at any meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, the Stockholders shall, in each case, to the fullest extent that such matters are submitted for the vote or written consent of the Stockholders and that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting in person or by proxy, or otherwise cause the Covered Shares to be counted as present thereat for purposes of calculating a quorum; and (ii) vote (or cause to be voted), in person or by proxy, or, if applicable, deliver (or cause to be delivered) a written consent covering, all of the Covered Shares (A) in favor of the adoption of the Merger Agreement and any related proposal in furtherance thereof, as reasonably requested by Parent, submitted for the vote or written consent of stockholders, including, without limiting any of the foregoing obligations, including in favor of any proposal to adjourn or postpone to a later date any meeting of the stockholders of the Company at which any of the foregoing matters are submitted for consideration and vote of the stockholders of the Company if there are not sufficient votes for approval of such matters on the date on which the meeting is held, (B) against any action or agreement submitted for the vote or written consent of stockholders that the Stockholders know or reasonably suspect is in opposition to the Merger or that would 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 Stockholders contained in this Agreement, and (C) against any Acquisition Proposal and against any other action, agreement or transaction submitted for the vote or written consent of stockholders that the Stockholders know or reasonably suspect would impede, interfere with, delay, postpone, discourage, frustrate the purposes of, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by the Stockholders of their obligations under this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast (or consent shall be given) by the Stockholders Stockholder in accordance with such procedures relating thereto so as to reasonably expect ensure that it is duly counted, including for purposes of determining whether a quorum is present. (c) The obligations of the Stockholders specified in Section 2.1(a) shall apply whether or not the Merger or any action described above is recommended by the Company’s Board of Directors (or any committee thereof). (d) Each Stockholder hereby irrevocably (until in each case the termination of this Agreement pursuant to Section 5.1 hereofhereof with respect to such matter) grants to, and appoints, Parent and any senior executive officer thereof, such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to attend any meeting of the stockholders of the Company on behalf of such Stockholder with respect to the matters set forth in Section 2.1(a), to include such Covered Shares in any computation for purposes of establishing a quorum at any such meeting of the stockholders of the Company, and to vote all Covered Shares, or to grant a consent or approval in respect of the Covered Shares, in connection with any meeting of the stockholders of the Company or any action by written consent in lieu of a meeting of the stockholders of the Company in a manner consistent with the provisions of Section 2.1(a), in each case, in the event that (i) such Stockholder fails to comply with the obligations of such Stockholder set forth in Section 2.1(a), (ii) any action, claim or proceeding is commenced, or order or judgment entered, which challenges or impairs the enforceability or validity of the obligations of such Stockholder set forth in Section 2.1(a) or (iii) Parent notifies such Stockholder of its intent to exercise the proxy set forth in this Section 2.1(d). Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.1(d) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in Section 5.1, is intended to be irrevocable.

Agreements to Vote. (a) From Each Stockholder hereby irrevocably and unconditionally agrees that, from the date hereof until the earlier of (i) the time that the Parent Stockholder Approval has been obtained and (ii) termination of this Agreement pursuant to in accordance with Section 5.1 hereofhereof (the “Voting Period”), each of the Stockholders hereby irrevocably and unconditionally agrees that at any meeting of the stockholders of Parent at which the Companyapproval of the Merger Agreement, the First Lynx Merger and any other transaction or other matter contemplated by the Merger Agreement (collectively, “Parent Voting Matters”) is to be voted upon, however called, including or any adjournment or postponement thereof, and in connection with any action proposed to such Stockholder shall be taken by written consent of the stockholders of the Company, the Stockholders shall, in each case, to the fullest extent that such matters are submitted for the vote or written consent of the Stockholders and that the Covered Shares are entitled to vote thereon or consent thereto: present (i) appear at each such meeting in person or by proxy, or otherwise cause the Covered Shares to be counted as present thereat for purposes of calculating a quorum; and (ii) and vote (or cause to be voted), to the extent entitled to vote thereon, all of such Stockholder’s Owned Shares at such time, together with, in person or the case of Xx. Xxxxxx and Xxx. Xxxxxx, any shares of Series A Parent Common Stock owned of record (which, for this purpose, shall include shares held through such Person’s brokerage account(s)) by proxysuch Person as of the record date for such meeting of stockholders of Parent (any such shares of Series A Parent Common Stock, orthe “Record Date A Shares”), (a) in favor of the Parent Voting Matters; provided, however, that, if applicablea Parent Board Recommendation Change occurs, deliver then each Stockholder shall be required to vote (or cause to be deliveredvoted) a written consent coveringsuch Stockholder’s Owned Shares, all of the Covered Shares (A) and its Record Date A Shares, if any, at such time, in favor of the adoption Parent Voting Matters, except that any voting power represented by the Owned Shares and the Record Date A Shares, in the aggregate, in excess of 30% shall instead be voted in the same proportion (for or against) as the shares actually voted for or against such measures by the stockholders of Parent other than the Stockholders; (b) against any Parent Acquisition Proposal; and (c) against any merger agreement or merger (other than the Merger Agreement and any related proposal in furtherance thereofthe First Lynx Merger), as reasonably requested by consolidation, combination, sale of assets, reorganization, recapitalization, dissolution, liquidation or winding up of Parent, submitted for the vote or written consent and any amendment of stockholders, including, without limiting any of the foregoing obligationsParent’s organizational documents, in favor each case, that would or would reasonably be expected to materially impair the ability of any proposal to adjourn Parent, Merger Sub or postpone to a later date any meeting of the stockholders of the Company at which any of to complete the foregoing matters are submitted for consideration and vote of the stockholders of the Company if there are not sufficient votes for approval of such matters on the date on which the meeting is heldMergers, (B) against any action or agreement submitted for the vote or written consent of stockholders that the Stockholders know or reasonably suspect is in opposition to the Merger or that would result in a breach of any covenantor would reasonably be expected to prevent, representation materially impede or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of the Stockholders contained in this Agreement, and (C) against any Acquisition Proposal and against any other action, agreement or transaction submitted for the vote or written consent of stockholders that the Stockholders know or reasonably suspect would impede, interfere with, delay, postpone, discourage, frustrate the purposes of, adversely affect or prevent materially delay the consummation of the Merger or Mergers. For the other transactions contemplated by avoidance of doubt, each Stockholder agrees that the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by the Stockholders of their obligations under this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast (or consent shall be given) by the Stockholders in accordance with such procedures relating thereto so as to reasonably expect that it is duly counted, including for purposes of determining whether a quorum is present. (c) The obligations of the Stockholders specified in this Section 2.1(a1.1 shall not be affected (i) shall apply whether by any breach by Parent or not the Merger Sub of any of their respective representations, warranties, agreements or any action described above is recommended by the Company’s Board of Directors (or any committee thereof). (d) Each Stockholder hereby irrevocably (until the termination of this Agreement pursuant to Section 5.1 hereof) grants to, and appoints, Parent and any senior executive officer thereof, such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to attend any meeting of the stockholders of the Company on behalf of such Stockholder with respect to the matters covenants set forth in Section 2.1(a), to include such Covered Shares in any computation for purposes of establishing a quorum at any such meeting of the stockholders of the Company, and to vote all Covered Shares, Merger Agreement or to grant a consent or approval in respect of the Covered Shares, in connection with any meeting of the stockholders of the Company or any action by written consent in lieu of a meeting of the stockholders of the Company in a manner consistent with the provisions of Section 2.1(a), in each case, in the event that (i) such Stockholder fails to comply with the obligations of such Stockholder set forth in Section 2.1(a), (ii) any actionbreach by Company of any of its representations, claim warranties, agreements or proceeding is commenced, or order or judgment entered, which challenges or impairs the enforceability or validity of the obligations of such Stockholder covenants set forth in Section 2.1(a) or (iii) Parent notifies such Stockholder of its intent to exercise the proxy set forth in this Section 2.1(d). Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.1(d) is given in connection with the execution of the Merger Agreement, and provided, however, that such irrevocable proxy is given nothing contained in this clause (ii) shall affect the Stockholders right to secure the performance of the duties of such Stockholder under terminate this Agreement. Such Stockholder hereby further affirms that the irrevocable proxy is coupled Agreement in accordance with an interest and, except as set forth in Section 5.1, is intended to be irrevocable5.1 hereof.

Agreements to Vote. (a) From the date hereof until Until the termination of this Agreement pursuant to Section 5.1 hereof, each of the Stockholders hereby irrevocably and unconditionally agrees that at any meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, the Stockholders shall, in each case, to the fullest extent that such matters are submitted for the vote or written consent of the Stockholders and that the Covered Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting in person or by proxy, or otherwise cause the Covered Shares to be counted as present thereat for purposes of calculating a quorum; and (ii) vote (or cause to be voted), in person or by proxy, or, if applicable, deliver (or cause to be delivered) a written consent covering, all of the Covered Shares (A) in favor of the adoption of the Merger Agreement and any related proposal in furtherance thereof, as reasonably requested by ParentBuyer, submitted for the vote or written consent of stockholders, including, without limiting any of the foregoing obligations, including in favor of any proposal to adjourn or postpone to a later date any meeting of the stockholders of the Company at which any of the foregoing matters are submitted for consideration and vote of the stockholders of the Company if there are not sufficient votes for approval of such matters on the date on which the meeting is held, (B) against any action or agreement submitted for the vote or written consent of stockholders that the Stockholders know such Stockholder knows or reasonably suspect is in opposition to the Merger or that suspects would 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 Stockholders contained in this Agreement, and (C) against any Acquisition Proposal and against any other action, agreement or transaction submitted for the vote or written consent of stockholders that the such Stockholders know knows or reasonably suspect suspects is in opposition to the Merger or would impede, interfere with, delay, postpone, discourage, frustrate the purposes of, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by the Stockholders of their obligations under this Agreement. (b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast (or consent shall be given) by the Stockholders Stockholder in accordance with such procedures relating thereto so as to reasonably expect ensure that it is duly counted, including for purposes of determining whether a quorum is present. (c) The obligations of the Stockholders specified in Section 2.1(a) shall apply whether or not the Merger or any action described above is recommended by the Company’s Board of Directors (or any committee thereof). (d) Each Stockholder hereby irrevocably (until in each case the termination of this Agreement pursuant to Section 5.1 hereofhereof with respect to such Stockholder) grants to, and appoints, Parent Buyer and any senior executive officer thereof, such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to attend any meeting of the stockholders of the Company on behalf of such Stockholder with respect to the matters set forth in Section 2.1(a), to include such Covered Shares in any computation for purposes of establishing a quorum at any such meeting of the stockholders of the Company, and to vote all Covered Shares, or to grant a consent or approval in respect of the Covered Shares, in connection with any meeting of the stockholders of the Company or any action by written consent in lieu of a meeting of the stockholders of the Company in a manner consistent with the provisions of Section 2.1(a), in each case, in the event that (i) such Stockholder fails to comply with the obligations of such Stockholder set forth in Section 2.1(a), (ii) any action, claim or proceeding is commenced, or order or judgment entered, which challenges or impairs the enforceability or validity of the obligations of such Stockholder set forth in Section 2.1(a) or (iii) Parent Buyer notifies such Stockholder of its intent to exercise the proxy set forth in this Section 2.1(d2.1(c). Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.1(d2.1(c) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in Section 5.1, is intended to be irrevocable.