Common use of Agreements with Respect to the Shares Clause in Contracts

Agreements with Respect to the Shares. (a) Each Stockholder agrees during the term of this Agreement: (i) to vote the Shares, to the extent entitled to vote, (x) in favor of the approval of the Merger Agreement and the Merger and the sale of the Westbank Ambulatory Care Center and the reverse stock split contemplated in the Merger Agreement, at every meeting of the stockholders of IOI at which such matters are considered and at every adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement and the sale of the Westbank Ambulatory Care Center and the reverse stock split contemplated in the Merger Agreement is sought, and (y) against all other proposals submitted to the stockholders of IOI which, directly or indirectly, would reasonably be expected to prevent or materially delay the consummation of the Merger or the transactions contemplated by the Merger Agreement, in such manner as the Company may direct; and (ii) not to solicit, encourage or recommend to other stockholders of IOI that (w) they vote their shares of Common Stock or any such other securities in any manner contrary to the terms of the Merger Agreement and the transactions contemplated thereby, (x) they not vote their shares of Common Stock at all, (y) they tender, exchange or otherwise dispose of their shares of Common Stock pursuant to a Competing Transaction (as hereinafter defined), or (z) they attempt to exercise any statutory appraisal or other similar rights they may have. (b) Unless otherwise instructed in writing by the Company, during the term of this Agreement, each Stockholder will vote the Shares against any Competing Transaction. (c) Except with the prior written consent of the Company, during the term of this Agreement, each Stockholder agrees that such Stockholder will not, and shall use its commercially reasonable efforts not to permit any employee, attorney, accountant, investment banker or other agent or representative of such Stockholder to initiate, solicit, negotiate, encourage, or provide confidential information in order to facilitate any Competing Transaction. (d) For purposes of this Agreement, a "Competing Transaction" shall mean a transaction of any kind (including, without limitation, a merger, consolidation, share exchange, reclassification, reorganization, recapitalization, sale or encumbrance of substantially all the assets of IOI outside the ordinary course of business, or sale or exchange by stockholders of IOI of all or substantially all the shares of IOI's capital stock) proposed by any person(s).

Agreements with Respect to the Shares. (a) Each Stockholder Shareholder agrees during the term of this Agreement: (i) to vote the Shares, to the extent entitled to vote, (x) in favor of the approval of the Merger Agreement and the Merger and the sale of the Westbank Ambulatory Care Center and the reverse stock split contemplated in the Merger AgreementMerger, at every meeting of the stockholders shareholders of IOI the Company at which such matters are considered and at every adjournment thereof or in any other circumstances upon which a vote, consent or other approval and (including by written consenty) with respect to the Merger and the Merger Agreement and the sale of the Westbank Ambulatory Care Center and the reverse stock split contemplated in the Merger Agreement is sought, and (y) against all other proposals submitted to the stockholders shareholders of IOI the Company which, directly or indirectly, would reasonably be expected in any way relate to prevent or materially delay the consummation of the Merger or the transactions contemplated by the Merger AgreementMerger, in such manner as the Company Acquisition or Lucent may direct; and (ii) not to solicit, encourage or recommend to other stockholders shareholders of IOI the Company that (w) they vote their shares of Common Stock or any such other securities in any manner contrary to the terms of the Merger Agreement and the transactions contemplated therebymanner, (x) they not vote their shares of Common Stock at all, (y) they tender, exchange or otherwise dispose of their shares of Common Stock pursuant to a Competing Transaction (Transaction, as hereinafter defined), or (z) they attempt to exercise any statutory appraisal or other similar rights they may have. (b) Unless otherwise instructed in writing by the CompanyLucent or Acquisition, during the term of this Agreement, each Stockholder Shareholder will vote the Shares shares against any Competing Transaction. (c) Except with the prior written consent of the CompanyLucent or Acquisition, during the term of this Agreement, each Stockholder Shareholder agrees that such Stockholder Shareholder will not, and shall use its commercially reasonable best efforts not to permit any employee, attorney, accountant, investment banker or other agent or representative of such Stockholder Shareholder to initiate, solicit, negotiate, encourage, or provide confidential information in order to facilitate any Competing Transaction. (d) For purposes of this Agreement, a "Competing Transaction" shall mean a transaction of any kind (including, without limitation, a merger, consolidation, share exchange, reclassification, reorganization, recapitalization, sale or encumbrance of substantially all the assets of IOI the Company outside the ordinary course of business, or sale or exchange by stockholders shareholders of IOI the Company of all or substantially all the shares of IOIthe Company's capital stock) proposed by any person(s)) in lieu of or in opposition to the Merger Agreement and the Merger.

Agreements with Respect to the Shares. (a) Each Stockholder The Shareholder agrees during the term Term (as defined in Section 7 below) of this Agreement: (i) to vote the Shares, to the extent entitled to vote, Shares (x) in favor of the approval each of the Merger Agreement and the Merger and the sale of the Westbank Ambulatory Care Center and the reverse stock split contemplated in the Merger Agreement, Shareholder Approvals at every meeting of the stockholders Shareholders of IOI the Company at which such matters are considered and at every adjournment thereof or thereof, and in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect relating to the Merger and the Merger Investment Agreement and the sale Transactions contemplated thereby or the Charter Amendment or any of the Westbank Ambulatory Care Center and the reverse stock split contemplated in the Merger Agreement other Shareholder Approvals is sought, sought and (y) against with respect to all other proposals submitted to the stockholders shareholders of IOI the Company which, directly or indirectly, would reasonably be expected in any way relate to prevent the Investment or materially delay the consummation any of the Merger or the transactions other Transactions contemplated by the Merger Investment Agreement, in such manner as the Company Investor may direct; and (ii) not to solicit, encourage or recommend to other stockholders shareholders of IOI the Company that (w) they vote their shares of Common Stock or any such other securities in any manner contrary to the terms of the Merger Agreement and the transactions contemplated therebymanner, (x) they not vote refrain from voting their shares of Common Stock at allshares, (y) they tender, exchange or otherwise dispose of their shares of Common Stock pursuant to a Competing Transaction (as hereinafter defined), or (z) they attempt to exercise any statutory appraisal or other similar rights they may have. (b) Unless otherwise instructed in writing by the CompanyInvestor, during the term Term of this Agreement, each Stockholder Shareholder will vote the Shares against any Competing Transaction. (c) Except with the prior written consent of the CompanyInvestor, during the term Term of this Agreement, each Stockholder the Shareholder agrees that such Stockholder the Shareholder will not, and shall use its commercially his reasonable best efforts not to permit any employee, attorney, accountant, investment banker or other agent or representative of such Stockholder to the Shareholder to, initiate, solicit, negotiate, encourage, or provide confidential information in order to facilitate any Competing Transaction. (d) No person executing this Agreement (or an affiliate thereof) who is or becomes during the Term of this Agreement a director of the Company makes any agreement or understanding herein in his capacity as such director. The Shareholder is executing this Agreement solely in its capacity as the record and beneficial owner of the Shareholder’s Shares. (e) For purposes of this Agreement, a "“Competing Transaction" shall mean a transaction ” means any of the following (other than the transactions expressly provided for in and to be effected pursuant to this Agreement): (i) any kind (includingmerger, without limitation, a mergerreorganization, consolidation, share exchange, reclassificationbusiness combination, reorganizationliquidation, recapitalizationdissolution, sale recapitalization or encumbrance similar transaction involving the Company; (ii) any direct or indirect acquisition or purchase, in a single transaction or series of substantially all related transactions, of (x) 20% or more of the consolidated gross assets of IOI outside the ordinary course Company and the Subsidiaries (as defined in the Investment Agreement), taken as a whole, (y) 20% or more of businessany class of voting securities of the Company or any Subsidiary (or any debt or equity securities convertible into or exercisable or exchangeable for such amount of voting securities) or (z) 15% or more of any class of voting securities of the Company or any Subsidiary (or any debt or equity securities convertible into or exercisable or exchangeable for such amount of voting securities) if such securities carry the right, contractually or sale otherwise, to appoint or designate any member or members of the Board; or (iii) any tender offer or exchange by stockholders offer that, if consummated, would result in any Person or “group” (within the meaning of IOI Section 13(d)(3) of all the Exchange Act) beneficially owning 20% or substantially all more of any class of voting securities of the shares of IOI's capital stock) proposed by any person(s)Company.

Agreements with Respect to the Shares. (a) Each Stockholder The Founder agrees during to hold all shares of voting capital stock of the term Company registered in its name or beneficially owned by it as of the date hereof and any and all other securities of the Company legally or beneficially acquired by the Founder after the date hereof (collectively, the “Founder Shares”) subject to, and to vote the Founder Shares in accordance with, the provisions of this Agreement: (i) to vote the Shares, to the extent entitled to vote, (x) in favor of the approval of the Merger Agreement and the Merger and the sale of the Westbank Ambulatory Care Center and the reverse stock split contemplated in the Merger Agreement, at every meeting of the stockholders of IOI at which such matters are considered and at every adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement and the sale of the Westbank Ambulatory Care Center and the reverse stock split contemplated in the Merger Agreement is sought, and (y) against all other proposals submitted to the stockholders of IOI which, directly or indirectly, would reasonably be expected to prevent or materially delay the consummation of the Merger or the transactions contemplated by the Merger Agreement, in such manner as the Company may direct; and (ii) not to solicit, encourage or recommend to other stockholders of IOI that (w) they vote their shares of Common Stock or any such other securities in any manner contrary to the terms of the Merger Agreement and the transactions contemplated thereby, (x) they not vote their shares of Common Stock at all, (y) they tender, exchange or otherwise dispose of their shares of Common Stock pursuant to a Competing Transaction (as hereinafter defined), or (z) they attempt to exercise any statutory appraisal or other similar rights they may have. (b) Unless otherwise instructed MWIG agrees to hold all shares of voting capital stock of the Company (including but not limited to all shares of Common Stock issued or issuable upon conversion of the Preferred Stock) registered in writing its name or beneficially owned by MWIG as of the Companydate hereof and any and all other securities of the Company legally or beneficially acquired by MWIG after the date hereof (the “MWIG Shares”) subject to, during and to vote the term MWIG Shares in accordance with, the provisions of this Agreement, each Stockholder will vote the Shares against any Competing Transaction. (c) Except with the prior written consent KLIM agrees to hold all shares of voting capital stock of the CompanyCompany (including but not limited to all shares of Common Stock issued or issuable upon conversion of any Convertible Securities) registered in its name or beneficially owned by KLIM or its Affiliates as of the date hereof and any and all other securities of the Company legally or beneficially acquired by KLIM after the date hereof (the “KLIM Shares”) subject to, during and to vote the term KLIM Shares, or cause such KLIM Shares to be voted, in accordance with, the provisions of this Agreement, each Stockholder agrees that such Stockholder will not, and shall use its commercially reasonable efforts not to permit any employee, attorney, accountant, investment banker or other agent or representative of such Stockholder to initiate, solicit, negotiate, encourage, or provide confidential information in order to facilitate any Competing Transaction. (d) For purposes Each of the L1 Holders agrees to hold all shares of voting capital stock of the Company registered in its name or beneficially owned by such L1 Holder or its Affiliates as of the date hereof and any and all other securities of the Company legally or beneficially acquired by such L1 Holder after the date hereof (the “L1 Shares” and, together with the Founder Shares, the KLIM Shares and the MWIG Shares, collectively the “Shares”) subject to, and to vote the L1 Shares, or cause such L1 Shares to be voted, in accordance with, the provisions of Article 5 and Section 6.3 of this Agreement, a "Competing Transaction" shall mean a transaction of any kind (including, without limitation, a merger, consolidation, share exchange, reclassification, reorganization, recapitalization, sale or encumbrance of substantially all the assets of IOI outside the ordinary course of business, or sale or exchange by stockholders of IOI of all or substantially all the shares of IOI's capital stock) proposed by any person(s).

Agreements with Respect to the Shares. (a) Each Stockholder agrees during a. Harvest shall not transfer the term Shares, in whole or in part, until it has first given written notice to Atlas describing briefly the manner and nature of this Agreementthe proposed transfer and until: (i) sold pursuant to vote the Shares, to the extent entitled to vote, (x) in favor of the approval of the Merger Agreement and the Merger and the sale of the Westbank Ambulatory Care Center and the reverse stock split contemplated in the Merger Agreement, at every meeting of the stockholders of IOI at which such matters are considered and at every adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including an effective registration statement filed by written consent) Atlas with respect to the Merger and the Merger Agreement and the sale of the Westbank Ambulatory Care Center and the reverse stock split contemplated in the Merger Agreement is sought, and (y) against all other proposals submitted to the stockholders of IOI which, directly or indirectly, would reasonably be expected to prevent or materially delay the consummation of the Merger or the transactions contemplated by the Merger Agreement, in such manner as the Company may directShares; andor (ii) not Atlas and Harvest have complied with Rule 144 under the Act; or (iii) Harvest presents Atlas with a "no-action" letter from the United States Securities and Exchange Commission ("SEC") specifically with respect to solicitthe proposed transfer; or (iv) Harvest provides Atlas with an opinion from counsel to Harvest, encourage reasonably acceptable to Atlas and its counsel, that such transfer can be made without compliance with the registration provisions of the Act or recommend other applicable federal and state securities laws. Upon compliance with the foregoing, Harvest shall be entitled to other stockholders of IOI that (w) they vote their shares of Common Stock transfer the Shares, or any such other securities in any manner contrary to the terms of the Merger Agreement and the transactions contemplated therebyportion thereof; provided, (x) they not vote their shares of Common Stock at allhowever, (y) they tender, exchange or otherwise dispose of their shares of Common Stock pursuant to a Competing Transaction (as hereinafter defined), or (z) they attempt to exercise any statutory appraisal or other similar rights they may have. (b) Unless otherwise instructed in writing by the Company, during the term of this Agreement, each Stockholder will vote the Shares against any Competing Transaction. (c) Except with the prior written consent of the Company, during the term of this Agreement, each Stockholder agrees that such Stockholder will not, and shall use its commercially reasonable efforts not to permit any employee, attorney, accountant, investment banker or other agent or representative of such Stockholder to initiate, solicit, negotiate, encourage, or provide confidential information in order to facilitate any Competing Transaction. (d) For purposes of this Agreement, a "Competing Transaction" shall mean a transaction of any kind (including, without limitation, a merger, consolidation, share exchange, reclassification, reorganization, recapitalization, sale or encumbrance of substantially all the assets of IOI outside the ordinary course of business, or sale or exchange by stockholders of IOI upon transfer of all or substantially any portion of the Shares, the transferee shall agree in writing to be bound by all of the terms and provisions of this agreement applicable to such Shares. b. Harvest acknowledges that (i) Atlas is under no obligation to assist Harvest in establishing any exemption from registration and (ii) the Shares may not be resold under Rule 144 of the Act unless all of the conditions of that rule are met. c. During the two-year period following the Closing, if Atlas determines to register its unregistered common stock with the SEC, Atlas will use its good faith efforts to include the Shares in such registration; provided, however, that if the investment bankers and managers ( the "Underwriters") who are administering such registration (who may be selected by Atlas in its sole discretion) advise Atlas to reduce the number of shares included in the offering contemplated by such registration, then the number of Shares included in such offering shall be reduced pro-rata in proportion to the total number of Shares versus the total number of shares of IOI's capital stockcommon stock of Atlas originally scheduled for inclusion in such offering. If all of the Shares are not included in a particular offering pursuant to this subparagraph (c), Harvest shall have the right, subject to all of the terms and provisions of this subparagraph (c), to have the Shares included in subsequent offerings during the two-year period referred to above. In connection with any registration pursuant to this subparagraph (c), Harvest (i) proposed by shall bear all of its own expenses, including without limitation any person(s)underwriting commissions or fees relating to the offer and sale of the Shares and (ii) shall enter into an underwriting agreement with the Underwriters in form satisfactory to Atlas in its sole discretion.

Agreements with Respect to the Shares. (a) Each Stockholder agrees during the term of this Agreement: (i) to vote the Shares, to the extent entitled to vote, (x) in favor of the approval of the Merger Agreement and the Merger and the sale of the Westbank Ambulatory Care Center and the reverse stock split contemplated in the Merger Agreement, at every meeting of the stockholders of IOI the Company at which such matters are considered and at every adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement and the sale of the Westbank Ambulatory Care Center and the reverse stock split contemplated in the Merger Agreement is sought, and (y) against all other proposals submitted to the stockholders of IOI the Company which, directly or indirectly, would reasonably be expected to prevent or materially delay the consummation of the Merger or the transactions contemplated by the Merger Agreement, in such manner as the Company IOI may direct; and (ii) not to solicit, encourage or recommend to other stockholders of IOI the Company that (w) they vote their shares of Common Stock or Series Preferred Stock, par value $.01 per share ("Series A Preferred Stock"), of the Company, or any such other securities in any manner contrary to the terms of the Merger Agreement and the transactions contemplated thereby, (x) they not vote their shares of Common Stock or Series A Preferred Stock at all, (y) they tender, exchange or otherwise dispose of their shares of Common Stock or Series A Preferred Stock pursuant to a Competing Transaction (as hereinafter defined), or (z) they attempt to exercise any statutory appraisal or other similar rights they may have. (b) Unless otherwise instructed in writing by the CompanyIOI, during the term of this Agreement, each Stockholder will vote the Shares against any Competing Transaction. (c) Except with the prior written consent of the CompanyIOI, during the term of this Agreement, each Stockholder agrees that such Stockholder will not, and shall use its commercially reasonable efforts not to permit any employee, attorney, accountant, investment banker or other agent or representative of such Stockholder to initiate, solicit, negotiate, encourage, or provide confidential information in order to facilitate any Competing Transaction. (d) For purposes of this Agreement, a "Competing Transaction" shall mean a transaction of any kind (including, without limitation, a merger, consolidation, share exchange, reclassification, reorganization, recapitalization, sale or encumbrance of substantially all the assets of IOI the Company outside the ordinary course of business, or sale or exchange by stockholders of IOI the Company of all or substantially all the shares of IOIthe Company's capital stock) proposed by any person(s).

Agreements with Respect to the Shares. (a) Each Stockholder agrees during the term of this Agreement: (i) to vote the Shares, to the extent entitled to vote, (xy) in favor of the approval of the Merger Agreement and the Merger and the sale of the Westbank Ambulatory Care Center and the reverse stock split contemplated in the Merger AgreementMerger, at every meeting of the stockholders of IOI the Company at which such matters are considered and at every adjournment thereof or in any other circumstances upon which a vote, consent or other approval and (including by written consentz) with respect to the Merger and the Merger Agreement and the sale of the Westbank Ambulatory Care Center and the reverse stock split contemplated in the Merger Agreement is sought, and (y) against all other proposals submitted to the stockholders approval or disapproval of IOI whichwhich are, directly or indirectly, would reasonably be expected necessary to prevent or materially delay consummate the consummation of the Merger or the transactions contemplated by the Merger AgreementMerger, in such manner as the Company Acquisition or Lucent may direct; and; (ii) not to solicit, encourage or recommend to other stockholders of IOI the Company that (w) they vote their shares of Common Stock or any such other securities in any manner contrary to the terms of the Merger Agreement and the transactions contemplated therebymanner, (x) they not vote their shares of Common Stock at all, (y) they tender, exchange or otherwise dispose of their shares of Common Stock pursuant to a Competing Transaction (Transaction, as hereinafter defined), or (z) they attempt to exercise any statutory appraisal or other similar rights they may have; and (iii) to take such action as required on the part of Stockholder to satisfy conditions to closing set forth in the Merger Agreement including without limitation entering into any such agreements, arrangements or understandings contemplated by Section 6 thereof. (b) Unless otherwise instructed in writing by the CompanyLucent or Acquisition, during the term of this Agreement, each Stockholder will vote the Shares against any Competing Transaction. (c) Except with the prior written consent of the CompanyLucent or Acquisition, during the term of this Agreement, each Stockholder agrees that such Stockholder will not, and shall use its commercially reasonable best efforts not to permit any employee, attorney, accountant, investment banker or other agent or representative of such Stockholder to initiate, solicit, negotiate, encourage, or provide confidential information in order to facilitate facilitate, any Competing Transaction. (d) For purposes of this Agreement, a "Competing Transaction" shall mean a transaction of any kind (including, without limitation, a merger, consolidation, share exchange, reclassification, reorganization, recapitalization, sale or encumbrance of substantially all the assets of IOI the Company outside the ordinary course of business, or sale or exchange by stockholders of IOI the Company of all or substantially all the shares of IOIthe Company's capital stock) proposed by any person(s)) in lieu of or in opposition to the Merger Agreement and the Merger.