Common use of Consent and Agreement to Vote Clause in Contracts

Consent and Agreement to Vote. Each Stockholder agrees (for itself and not as to any other Stockholder) that immediately following the execution and delivery of this Agreement and the Merger Agreement, it shall execute and deliver, as the record owner thereof, in accordance with Section 228 of the DGCL, the Stockholders Consent in the form of Exhibit A hereto (the "Consent"), which shall be irrevocable, with respect to all Shares that are owned beneficially or of record by such Stockholder or as to which such Stockholder has, directly or indirectly, the right to vote or direct the voting. Each Stockholder hereby further agrees (for itself and not as to any other Stockholder) that, during the term of this Agreement, it shall, from time to time, at the request of Parent, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company, however called, or in connection with any written consent of the holders of Common Stock, par value $.01 per share, of the Company ("Company Common Stock"), in either case, prior to the earlier of the Effective Time of the Mergers and the termination of this Agreement, if a meeting is held, appear at such meeting or otherwise cause