Common use of Consent and Agreement to Vote Clause in Contracts

Consent and Agreement to Vote. (a) Each Stockholder hereby agrees that, from and after the date hereof until the termination of this Agreement, at any meeting of the stockholders of Parent and at any postponement or adjournment thereof, and in any action by written consent of the stockholders of Parent, such Stockholder shall vote or consent (or cause to be voted or consented), in person or by proxy, all the Subject Shares, and shall use commercially reasonable efforts to cause the Other Stockholders, including pursuant to the rights of such Stockholder under the Parent Stockholders Agreement (including through (A) the direction of such Other Stockholders to vote or consent as set forth in clauses (i) through (iv) below and (B) the exercise of a proxy to the extent exercisable by such Stockholder under Section 1(a) of the Parent Stockholders Agreement) and the Management Stockholders Agreement, to vote or consent (or cause to be voted or consented), in person or by proxy, all the Other Subject Shares, (i) in favor of any actions necessary to consummate the Merger and any of the other transactions contemplated by the Merger Agreement and the Transaction Documents, (ii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent under the Merger Agreement or any other Transaction Document or of any Stockholder or Other Stockholder under this Agreement or any other Transaction Document, (iii) against any Acquisition Proposal or Alternative Transaction (other than the Merger) and (iv) except as otherwise agreed in writing by the Company, against any action, agreement, transaction or proposal that would reasonably be expected to result in any of the conditions to Parent’s obligations under the Merger Agreement not being fulfilled or that is intended, or would reasonably be expected to prevent, impede, interfere with, delay or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement and the Transaction Documents.

Consent and Agreement to Vote. (a) Each Stockholder hereby agrees that, from and after the date hereof until the termination of this Agreement, at any meeting of the stockholders of Parent the Company and at any postponement or adjournment thereof, and in any action by written consent of the stockholders of Parentthe Company, such Stockholder shall vote or consent (or cause to be voted or consented), in person or by proxy, all the Subject Shares, and shall use commercially reasonable efforts to cause the Other Stockholders, including pursuant to the rights of such Stockholder under the Parent Stockholders Agreement (including through (A) the direction of such Other Stockholders to vote or consent as set forth in clauses (i) through (iv) below and (B) the exercise of a proxy to the extent exercisable by such Stockholder under Section 1(a) of the Parent Stockholders Agreement) and the Management Stockholders Agreement, to vote or consent (or cause to be voted or consented), in person or by proxy, all the Other Subject Shares, (i) in favor of any actions necessary to consummate the Merger, the LCE Intermediate Holdings Merger and any of the other transactions contemplated by the Merger Agreement and the Transaction Documents, (ii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent the Company under the Merger Agreement or any other Transaction Document or of any Stockholder or Other Stockholder under this Agreement or any other Transaction Document, (iii) against any Acquisition Proposal or Alternative Transaction (other than the Merger) and (iv) except as otherwise agreed in writing by the CompanyParent, against any action, agreement, transaction or proposal that would reasonably be expected to result in any of the conditions to Parentthe Company’s obligations under the Merger Agreement not being fulfilled or that is intended, or would reasonably be expected to prevent, impede, interfere with, delay or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement and the Transaction Documents.