Common use of Consent and Agreement to Vote Clause in Contracts

Consent and Agreement to Vote. In order to provide the Exchanges with evidence that holders of more than 50% of the voting shares of the Corporation are in favour of the Merger, the Shareholder hereby agrees that immediately upon the execution and delivery of this Agreement and the Merger Agreement, it shall execute and deliver or cause to be executed and delivered by the record owner thereof, a Shareholder's Consent in the form of Schedule II hereto, which shall be irrevocable, with respect to all Shares that are owned beneficially or of record by the Shareholder or as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, such Consent to be executed in lieu of a formal approval of the shareholders at a meeting duly held therefor. The Shareholder also agrees that, during the term of this Agreement, it shall, from time to time at the request of Excel, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of shareholders of the Corporation however called, or in connection with any written consent of the holders of Shares (if required by any of the Exchanges), for the purposes of the approval of the Share Issuance, the Teleglobe By-Law Amendment and/or the Teleglobe Articles Amendment or any action required in furtherance thereof or in furtherance of the Merger, in either case, prior to the earlier of the Effective Time and the termination of this Agreement, appear at the meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum, and shall vote or consent (or cause to be voted or consented), in person or by proxy, all Shares, and any other voting securities of the Corporation (whether acquired heretofore or hereafter), that are beneficially owned by such Shareholder or its wholly-owned Affiliates or as to which such Shareholder has, directly or indirectly, the right to vote or direct the voting, in favour of the approval of the Share Issuance, the Teleglobe By-Law Amendment and/or the Teleglobe Articles Amendment and any other action required in furtherance thereof or in furtherance of the Merger Agreement, the Merger, each of the actions contemplated by the Merger Agreement and any other action required in furtherance thereof or hereof. The Shareholder agrees, during the period commencing on the date hereof and ending on the earlier of the Effective Time and the termination of this Agreement, not to, and not to permit any of its wholly-owned Affiliates to, vote or execute any written consent in lieu of a shareholders meeting or vote of the Corporation, if such consent or vote by the shareholders of the Corporation would be inconsistent with or frustrate the purposes of the other agreements of such Shareholder pursuant to this paragraph. In furtherance and not in limitation of the foregoing, the Shareholder hereby grants to, and appoints, Excel and each of Kenny A. Troutt, Nicholas A. Merrick and J. Christopher Dance, in thxxx xxxxxxxxxx caxxxxxxxx xx xxxxxxxs of Xxxxx, xxx xxx individual who shall hereafter succeed to any such officer of Excel, and any other designee of Excel, each of them individually, its irrevocable proxy and attorney-in-fact (with full power of substitution) to vote the Shares, if applicable, as indicated in this Section 1. The Shareholder intends this proxy to be irrevocable and coupled with an interest and will take such further action and execute such other instruments as may be necessary to effectuate the intent of this proxy.

Consent and Agreement to Vote. In order Each Stockholder agrees (for itself and not as to provide the Exchanges with evidence that holders of more than 50% of the voting shares of the Corporation are in favour of the Merger, the Shareholder hereby agrees any other Stockholder) that immediately upon following the execution and delivery of this Agreement and the Merger Agreement, it shall execute and deliver deliver, or cause to be executed and delivered by the record owner thereof, a Shareholder's in accordance with Section 228 of the DGCL, the Excel Stockholders Consent in the form of Schedule II heretoExhibit A hereto (the "Consent"), which shall be irrevocable, with respect to all Shares that are owned beneficially or of record by the Shareholder such Stockholder or as to which the Shareholder such Stockholder has, directly or indirectly, the right to vote or direct the voting, such Consent . Each Stockholder hereby further agrees (for itself and not as to be executed in lieu of a formal approval of the shareholders at a meeting duly held therefor. The Shareholder also agrees any other Stockholder) that, during the term of this Agreement, it shall, from time to time time, at the request of ExcelTeleglobe, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of shareholders stockholders of the Corporation Company, however called, or in connection with any written consent of the holders of Shares (if required by any of the Exchanges), for the purposes of the approval of the Share Issuance, the Teleglobe By-Law Amendment and/or the Teleglobe Articles Amendment or any action required in furtherance thereof or in furtherance of the MergerCompany Common Stock, in either case, prior to the earlier of the Effective Time and the termination of this Agreement, if a meeting is held, appear at the such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum, and it shall vote or consent (or cause to be voted or consented), in person or by proxy, all Shares, and any other voting securities of the Corporation Company (whether acquired heretofore or hereafter), that are beneficially owned by such Shareholder Stockholder or its wholly-wholly owned Affiliates or as to which such Shareholder Stockholder has, directly or indirectly, the right to vote or direct the voting, in favour favor of the approval of the Share Issuance, the Teleglobe By-Law Amendment and/or the Teleglobe Articles Amendment and any other action required in furtherance thereof or in furtherance adoption of the Merger Agreement, the Merger, each of the actions contemplated by the Merger Agreement and any other action required in furtherance thereof or hereof. The Shareholder Each Stockholder agrees, during the period commencing on the date hereof and ending on the earlier of the Effective Time and the termination of this Agreement, not to, and not to permit any of its wholly-wholly owned Affiliates to, vote or execute any written consent in lieu of a shareholders stockholders meeting or vote of the CorporationCompany, if such consent or vote by the shareholders stockholders of the Corporation Company would be inconsistent with or frustrate the purposes of the other agreements of such Shareholder Stockholder pursuant to this paragraph. In furtherance and not in limitation of the foregoing, the Shareholder each Stockholder hereby grants to, and appoints, Excel Teleglobe and each of Kenny A. TrouttClaude Seguin, Nicholas A. Merrick Francois Laurin and J. Christopher DanceAndre Bourbonnais, in thxxx xxxxxxxxxx caxxxxxxxx their rexxxxxxxx xxxacxxxxx xx xxxxxxxs xxxxxxrs of XxxxxXxxxxxxxx, xxx xxx any individual who shall hereafter succeed to any such officer of ExcelTeleglobe, and any other designee of ExcelTeleglobe, each of them individually, its irrevocable proxy and attorney-in-fact (with full power of substitution) to vote the Shares, if applicable, Shares as indicated in this Section 1. The Shareholder Each Stockholder intends this proxy to be irrevocable and coupled with an interest and will take such further action and execute such other instruments as may be necessary to effectuate the intent of this proxy. Each Stockholder hereby revokes any and all previous proxies with respect to such Person's Shares or any other voting securities of the Company that relate to the approval of the Merger Agreement.

Consent and Agreement to Vote. In order to provide the Exchanges with evidence that holders of more than 50% of the voting shares of the Corporation are in favour of the Merger, the Shareholder hereby agrees that immediately upon the execution and delivery of this Agreement and the Merger Agreement, it shall execute and deliver or cause to be executed and delivered by the record owner thereof, a Shareholder's Consent in the form of Schedule II hereto, which shall be irrevocable, with respect to all Shares that are owned beneficially or of record by the Shareholder or as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, such Consent to be executed in lieu of a formal approval of the shareholders at a meeting duly held therefor. The Shareholder also agrees that, during the term of this Agreement, it shall, from time to time at the request of Excel, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of shareholders of the Corporation however called, or in connection with any written consent of the holders of Shares (if required by any of the Exchanges), for the purposes of the approval of the Share Issuance, the Teleglobe By-Law Amendment and/or the Teleglobe Articles Amendment or any action required in furtherance thereof or in furtherance of the Merger, in either case, prior to the earlier of the Effective Time and the termination of this Agreement, appear at the meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum, and shall vote or consent (or cause to be voted or consented), in person or by proxy, all Shares, and any other voting securities of the Corporation (whether acquired heretofore or hereafter), that are beneficially owned by such Shareholder or its wholly-owned Affiliates or as to which such Shareholder has, directly or indirectly, the right to vote or direct the voting, in favour of the approval of the Share Issuance, the Teleglobe By-Law Amendment and/or the Teleglobe Articles Amendment and any other action required in furtherance thereof or in furtherance of the Merger Agreement, the Merger, each of the actions contemplated by the Merger Agreement and any other action required in furtherance thereof or hereof. The Shareholder agrees, during the period commencing on the date hereof and ending on the earlier of the Effective Time and the termination of this Agreement, not to, and not to permit any of its wholly-owned Affiliates to, vote or execute any written consent in lieu of a shareholders meeting or vote of the Corporation, if such consent or vote by the shareholders of the Corporation would be inconsistent with or frustrate the purposes of the other agreements of such Shareholder pursuant to this paragraph. In furtherance and not in limitation of the foregoing, the Shareholder hereby grants to, and appoints, Excel and each of Kenny A. Troutt, Nicholas A. Merrick and J. Christopher Dance, in thxxx xxxxxxxxxx caxxxxxxxx xx xxxxxxxs of Xxxxx, xxx xxx individual who shall hereafter succeed to any such officer of Excel, and any other designee of Excel, each of them individually, its irrevocable proxy and attorney-in-fact (with full power of substitution) to vote the Shares, if applicable, as indicated in this Section 1. The Shareholder intends this proxy to be irrevocable and coupled with an interest and will take such further action and execute such other instruments as may be necessary to effectuate the intent of this proxy.

Consent and Agreement to Vote. In order Each Stockholder agrees (for itself and not as to provide the Exchanges with evidence that holders of more than 50% of the voting shares of the Corporation are in favour of the Merger, the Shareholder hereby agrees any other Stockholder) that immediately upon following the execution and delivery of this Agreement and the Merger Agreement, it shall execute and deliver deliver, or cause to be executed and delivered by the record owner thereof, a Shareholder's in accordance with Section 228 of the DGCL, the Excel Stockholders Consent in the form of Schedule II heretoExhibit A hereto (the "Consent"), which shall be irrevocable, with respect to all Shares that are owned beneficially or of record by the Shareholder such Stockholder or as to which the Shareholder such Stockholder has, directly or indirectly, the right to vote or direct the voting, such Consent . Each Stockholder hereby further agrees (for itself and not as to be executed in lieu of a formal approval of the shareholders at a meeting duly held therefor. The Shareholder also agrees any other Stockholder) that, during the term of this Agreement, it shall, from time to time time, at the request of ExcelTeleglobe, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of shareholders stockholders of the Corporation Company, however called, or in connection with any written consent of the holders of Shares (if required by any of the Exchanges), for the purposes of the approval of the Share Issuance, the Teleglobe By-Law Amendment and/or the Teleglobe Articles Amendment or any action required in furtherance thereof or in furtherance of the MergerCompany Common Stock, in either case, prior to the earlier of the Effective Time and the termination of this Agreement, if a meeting is held, appear at the such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum, and it shall vote or consent (or cause to be voted or consented), in person or by proxy, all Shares, and any other voting securities of the Corporation Company (whether acquired heretofore or hereafter), that are beneficially owned by such Shareholder Stockholder or its wholly-wholly owned Affiliates or as to which such Shareholder Stockholder has, directly or indirectly, the right to vote or direct the voting, in favour favor of the approval of the Share Issuance, the Teleglobe By-Law Amendment and/or the Teleglobe Articles Amendment and any other action required in furtherance thereof or in furtherance adoption of the Merger Agreement, the Merger, each of the actions contemplated by the Merger Agreement and any other action required in furtherance thereof or hereof. The Shareholder Each Stockholder agrees, during the period commencing on the date hereof and ending on the earlier of the Effective Time and the termination of this Agreement, not to, and not to permit any of its wholly-wholly owned Affiliates to, vote or execute any written consent in lieu of a shareholders stockholders meeting or vote of the CorporationCompany, if such consent or vote by the shareholders stockholders of the Corporation Company would be inconsistent with or frustrate the purposes of the other agreements of such Shareholder Stockholder pursuant to this paragraph. In furtherance and not in limitation of the foregoing, the Shareholder each Stockholder hereby grants to, and appoints, Excel Teleglobe and each of Kenny A. TrouttClaude Seguin, Nicholas A. Merrick Francois Laurin and J. Christopher DanceXxxre Xxxxxxxxxxx, in thxxx xxxxxxxxxx caxxxxxxxx xx xxxxxxxs xn their respective capacities as officers of XxxxxXxxxxxxxx, xxx xxx xxy individual who shall hereafter succeed to any such officer of ExcelTeleglobe, and any other designee of ExcelTeleglobe, each of them individually, its irrevocable proxy and attorney-in-fact (with full power of substitution) to vote the Shares, if applicable, Shares as indicated in this Section 1. The Shareholder Each Stockholder intends this proxy to be irrevocable and coupled with an interest and will take such further action and execute such other instruments as may be necessary to effectuate the intent of this proxy. Each Stockholder hereby revokes any and all previous proxies with respect to such Person's Shares or any other voting securities of the Company that relate to the approval of the Merger Agreement.

Consent and Agreement to Vote. In order to provide the Exchanges with evidence that holders of more than 50% of the voting shares of the The Corporation are in favour of the Merger, the Shareholder hereby agrees that immediately upon the execution and delivery of this Agreement and the Merger Agreement, it shall execute and deliver or cause to be executed and delivered by the record owner thereof, a Shareholder's Consent in the form of Schedule II hereto, which shall be irrevocable, with respect to all Shares that are owned beneficially or of record by the Shareholder or as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, such Consent to be executed in lieu of a formal approval of the shareholders at a meeting duly held therefor. The Shareholder also agrees that, during the term of this Agreement, it shall, from time to time at the request of Excel, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of shareholders of the Corporation however called, or in connection with any written consent of the holders of Shares (if required by any of the Exchanges), for the purposes of the approval of the Share Issuance, the Teleglobe By-Law Amendment and/or the Teleglobe Articles Amendment or any action required in furtherance thereof or in furtherance of the Merger, in either case, prior to the earlier of the Effective Time and the termination of this Agreement, appear at the meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum, and shall vote or consent (or cause to be voted or consented), in person or by proxy, all Shares, and any other voting securities of the Corporation (whether acquired heretofore or hereafter), that are beneficially owned by such Shareholder or its wholly-owned Affiliates or as to which such Shareholder has, directly or indirectly, the right to vote or direct the voting, in favour of the approval of the Share Issuance, the Teleglobe By-Law Amendment and/or the Teleglobe Articles Amendment and any other action required in furtherance thereof or in furtherance of the Merger Agreement, the Merger, each of the actions contemplated by the Merger Agreement and any other action required in furtherance thereof or hereof. The Shareholder agrees, during the period commencing on the date hereof and ending on the earlier of the Effective Time and the termination of this Agreement, not to, and not to permit any of its wholly-owned Affiliates to, vote or execute any written consent in lieu of a shareholders meeting or vote of the Corporation, if such consent or vote by the shareholders of the Corporation would be inconsistent with or frustrate the purposes of the other agreements of such Shareholder pursuant to this paragraph. In furtherance and not in limitation of the foregoingagreements in the foregoing paragraphs, the Shareholder hereby grants agrees to, and appointsto cause its respective wholly-owned Affiliates to, cooperate with Excel and each the Corporation in connection with the Merger Agreement and the consummation of Kenny A. Troutt, Nicholas A. Merrick and J. Christopher Dance, the transactions contemplated thereby. Excel agrees to cooperate with the Shareholder in thxxx xxxxxxxxxx caxxxxxxxx xx xxxxxxxs of Xxxxx, xxx xxx individual who shall hereafter succeed to connection with any such officer of Excel, and any other designee of Excel, each of them individually, its irrevocable proxy and attorney-in-fact (with full power of substitution) to vote the Shares, if applicable, as indicated in this Section 1. The Shareholder intends this proxy filings required to be irrevocable made by such Shareholder pursuant to the HSR Act and coupled the Competition Act (Canada) in connection with an interest the Merger Agreement and will take such further action and execute such other instruments as may be necessary to effectuate consummation of the intent transactions contemplated thereby, including in connection with any filing with Governmental Entities or otherwise in connection with Section 5.4 of this proxythe Merger Agreement.

Consent and Agreement to Vote. In order to provide the Exchanges with evidence that holders of more than 50% of the voting shares of the Corporation are in favour of the Merger, the Shareholder hereby agrees that immediately upon the execution and delivery of this Agreement and the Merger Agreement, it shall execute and deliver or cause to be executed and delivered by the record owner thereof, a Shareholder's Consent in the form of Schedule II hereto, which shall be irrevocable, with respect to all Shares that are owned beneficially or of record by the Shareholder or as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, such Consent to be executed in lieu of a formal approval of the shareholders at a meeting duly held therefor. The Shareholder also agrees that, during the term of this Agreement, it shall, from time to time at the request of Excel, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of shareholders of the Corporation however called, or in connection with any written consent of the holders of Shares (if required by any of the Exchanges), for the purposes of the approval of the Share Issuance, the Teleglobe By-Law Amendment and/or the Teleglobe Articles Amendment or any action required in furtherance thereof or in furtherance of the Merger, in either case, prior to the earlier of the Effective Time and the termination of this Agreement, appear at the meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum, and shall vote or consent (or cause to be voted or consented), in person or by proxy, all Shares, and any other voting securities of the Corporation (whether acquired heretofore or hereafter), that are beneficially owned by such Shareholder or its wholly-owned Affiliates or as to which such Shareholder has, directly or indirectly, the right to vote or direct the voting, in favour of the approval of the Share Issuance, the Teleglobe By-Law Amendment and/or the Teleglobe Articles Amendment and any other action required in furtherance thereof or in furtherance of the Merger Agreement, the Merger, each of the actions contemplated by the Merger Agreement and any other action required in furtherance thereof or hereof. The Shareholder agrees, during the period commencing on the date hereof and ending on the earlier of the Effective Time and the termination of this Agreement, not to, and not to permit any of its wholly-owned Affiliates to, vote or execute any written consent in lieu of a shareholders meeting or vote of the Corporation, if such consent or vote by the shareholders of the Corporation would be inconsistent with or frustrate the purposes of the other agreements of such Shareholder pursuant to this paragraph. In furtherance and not in limitation of the foregoing, the Shareholder hereby grants to, and appoints, Excel and each of Kenny A. Troutt, Nicholas A. Merrick and J. Christopher Dance, Dance in thxxx thexx xxxxxxxxxx caxxxxxxxx xapxxxxxxx xx xxxxxxxs xxxxxxxx of XxxxxExxxx, xxx xxx individual who shall hereafter succeed to any such officer of Excel, and any other designee of Excel, each of them individually, its irrevocable proxy and attorney-in-fact (with full power of substitution) to vote the Shares, if applicable, as indicated in this Section 1. The Shareholder intends this proxy to be irrevocable and coupled with an interest and will take such further action and execute such other instruments as may be necessary to effectuate the intent of this proxy.

Consent and Agreement to Vote. In order Each Stockholder agrees (for itself and not as to provide the Exchanges with evidence that holders of more than 50% of the voting shares of the Corporation are in favour of the Merger, the Shareholder hereby agrees any other Stockholder) that immediately upon following the execution and delivery of this Agreement and the Merger Agreement, it shall execute and deliver deliver, or cause to be executed and delivered by the record owner thereof, a Shareholder's in accordance with Section 228 of the DGCL, the Excel Stockholders Consent in the form of Schedule II heretoExhibit A hereto (the "Consent"), which shall be irrevocable, with respect to all Shares that are owned beneficially or of record by the Shareholder such Stockholder or as to which the Shareholder such Stockholder has, directly or indirectly, the right to vote or direct the voting, such Consent . Each Stockholder hereby further agrees (for itself and not as to be executed in lieu of a formal approval of the shareholders at a meeting duly held therefor. The Shareholder also agrees any other Stockholder) that, during the term of this Agreement, it shall, from time to time time, at the request of ExcelTeleglobe, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of shareholders stockholders of the Corporation Company, however called, or in connection with any written consent of the holders of Shares (if required by any of the Exchanges), for the purposes of the approval of the Share Issuance, the Teleglobe By-Law Amendment and/or the Teleglobe Articles Amendment or any action required in furtherance thereof or in furtherance of the MergerCompany Common Stock, in either case, prior to the earlier of the Effective Time and the termination of this Agreement, if a meeting is held, appear at the such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum, and it shall vote or consent (or cause to be voted or consented), in person or by proxy, all Shares, and any other voting securities of the Corporation Company (whether acquired heretofore or hereafter), that are beneficially owned by such Shareholder Stockholder or its wholly-wholly owned Affiliates or as to which such Shareholder Stockholder has, directly or indirectly, the right to vote or direct the voting, in favour favor of the approval of the Share Issuance, the Teleglobe By-Law Amendment and/or the Teleglobe Articles Amendment and any other action required in furtherance thereof or in furtherance adoption of the Merger Agreement, the Merger, each of the actions contemplated by the Merger Agreement and any other action required in furtherance thereof or hereof. The Shareholder Each Stockholder agrees, during the period commencing on the date hereof and ending on the earlier of the Effective Time and the termination of this Agreement, not to, and not to permit any of its wholly-wholly owned Affiliates to, vote or execute any written consent in lieu of a shareholders stockholders meeting or vote of the CorporationCompany, if such consent or vote by the shareholders stockholders of the Corporation Company would be inconsistent with or frustrate the purposes of the other agreements of such Shareholder Stockholder pursuant to this paragraph. In furtherance and not in limitation of the foregoing, the Shareholder each Stockholder hereby grants to, and appoints, Excel Teleglobe and each of Kenny A. TrouttClaude Seguin, Nicholas A. Merrick Francois Laurin and J. Christopher DanceAxxxx Xxxxxxxxxxs, in thxxx xxxxxxxxxx caxxxxxxxx xx xxxxxxxs their respective capacities as officers of XxxxxTelxxxxxx, xxx xxx individual xndividual who shall hereafter succeed to any such officer of ExcelTeleglobe, and any other designee of ExcelTeleglobe, each of them individually, its irrevocable proxy and attorney-in-fact (with full power of substitution) to vote the Shares, if applicable, Shares as indicated in this Section 1. The Shareholder Each Stockholder intends this proxy to be irrevocable and coupled with an interest and will take such further action and execute such other instruments as may be necessary to effectuate the intent of this proxy. Each Stockholder hereby revokes any and all previous proxies with respect to such Person's Shares or any other voting securities of the Company that relate to the approval of the Merger Agreement.