Common use of Consent and Voting Agreement Clause in Contracts

Consent and Voting Agreement. (a) Each Signing Stockholder hereby irrevocably consents to the entering into of this Agreement and to the consummation of the transactions contemplated hereby. Pursuant to Section 23-1-29-4 of the Indiana Business Corporation Law, each Signing Stockholder hereby states that such Signing Stockholder is the holder of the number of outstanding shares of common stock of Seller set forth on Schedule 5.1 with respect to such Signing Stockholder, and hereby adopts the following resolutions by written consent: (i) Resolved, that this Agreement, and each and every term and condition herein, as well as the transactions contemplated hereby, are hereby adopted and approved; and (ii) Further resolved, that the officers of Seller are hereby severally authorized, empowered and directed, for and on behalf and in the name of Seller, to execute and deliver any and all documents, papers or instruments and to do or to cause to be done any and all such acts and things as such officers may deem necessary, appropriate or advisable to complete any and all transactions contemplated by this Agreement. The written consent contained in this Section 8.13 may be executed in one or more counterparts and shall be filed with the minutes of the proceedings of the Stockholders. (b) As long as this Agreement has not previously been terminated, each Signing Stockholder irrevocably agrees to vote all shares of common stock of Seller as to which such Signing Stockholder is entitled to vote (including all shares for which such Signing Stockholder holds a proxy) at a meeting of the Stockholders if any meeting is so held, or by written consent without a meeting as follows: (i) in favor of approval and adoption of this Agreement and the transactions contemplated hereby; (ii) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of Seller under this Agreement; and (iii) against any action or agreement (other than this Agreement or the transactions contemplated by this Agreement or the termination of this Agreement in accordance with its terms), that would, directly or indirectly, impede, interfere with, delay, postpone or attempt to discourage the transactions contemplated hereby, including without limitation: (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Seller; (B) a sale or transfer of a material amount of assets of Seller or a reorganization, recapitalization or liquidation of Seller; (C) any change in the management or board of directors of Seller or any Competing Transaction, except as otherwise agreed to in writing by Buyer; (D) any material change in the present capitalization of Seller; or (E) any other material change in Seller's corporate structure or business. (c) The Signing Stockholders represent that they have received the irrevocable proxy of all other Stockholders to vote all equity interests in Seller held by such other Stockholders. (d) Each Signing Stockholder agrees that, without the prior written consent of Buyer, during the period commencing on the date hereof and ending on the earlier of (i) the business day following the Closing Date or (ii) the termination of this Agreement pursuant to the terms hereof, such Signing Stockholder will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock of Seller or any securities convertible into or exercisable or exchangeable for such shares.

Consent and Voting Agreement. (a) Each Signing Stockholder Partner hereby irrevocably consents to the entering into of this Agreement and to the consummation of the transactions contemplated hereby. Pursuant to Section 23-1-29-4 of the Indiana Business Corporation Law, each Each Signing Stockholder Partner hereby states that such Signing Stockholder Partner is the holder of the number of outstanding shares of common stock of partnership interest in Seller set forth on Schedule 5.1 with respect to such Signing StockholderPartner, and hereby adopts the following resolutions by written consent: (i) Resolved, that this Agreement, and each and every term and condition herein, as well as the transactions contemplated hereby, are hereby adopted and approved; and (ii) Further resolved, that the officers of Seller are hereby severally authorized, empowered and directed, for and on behalf and in the name of Seller, to execute and deliver any and all documents, papers or instruments and to do or to cause to be done any and all such acts and things as such officers may deem necessarynecessary (and, provided Conseco, Inc. is paid pursuant to the terms of a Partnership Interest Purchase Agreement dated June ___, 1997, appropriate or advisable advisable) to complete any and all transactions contemplated by this Agreement. The written consent contained in this Section 8.13 may be executed in one or more counterparts and shall be filed with the minutes of the proceedings of the StockholdersPartners. (b) As long as this Agreement has not previously been terminated, each Signing Stockholder Partner irrevocably agrees to vote all shares of common stock of interests in Seller as to which such Signing Stockholder Partner is entitled to vote (including all shares interests for which such Signing Stockholder Partner holds a proxy) at a meeting of the Stockholders Partners if any meeting is so held, or by written consent without a meeting as follows: (i) in favor of approval and adoption of this Agreement and the transactions contemplated hereby; (ii) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of Seller under this Agreement; and (iii) against any action or agreement (other than this Agreement or the transactions contemplated by this Agreement or the termination of this Agreement in accordance with its terms), that would, directly or indirectly, impede, interfere with, delay, postpone or attempt to discourage the transactions contemplated hereby, including without limitation: (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Seller; (B) a sale or transfer of a material amount of assets of Seller or a reorganization, recapitalization or liquidation of Seller; (C) any change in the management or board of directors of Seller or any Competing Transaction, except as otherwise agreed to in writing by Buyer; (D) any material change in the present capitalization of Seller; or (E) any other material change in Seller's corporate partnership structure or business. (c) The Signing Stockholders Partners represent that they have received the irrevocable proxy of all other Stockholders Partners (other than Conseco, Inc.) to vote all equity interests in Seller held by such other StockholdersPartners. (d) Each Signing Stockholder Partner agrees that, except as set forth on Schedule 5.1, without the prior written consent of Buyer, during the period commencing on the date hereof and ending on the earlier of (i) the business day following the Closing Date or (ii) the termination of this Agreement pursuant to the terms hereof, such Signing Stockholder Partner will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock of partnership interest in Seller or any securities convertible into or exercisable or exchangeable for any such sharesinterest.

Consent and Voting Agreement. (a) Each Signing Stockholder Partner hereby irrevocably consents to the entering into of this Agreement and to the consummation of the transactions contemplated hereby. Pursuant to Section 23-1-29-4 of the Indiana Business Corporation Law, each Each Signing Stockholder Partner hereby states that such Signing Stockholder Partner is the holder of the number of outstanding shares of common stock of partnership interest in Seller set forth on Schedule 5.1 with respect to such Signing StockholderPartner, and hereby adopts the following resolutions by written consent: (i) Resolved, that this Agreement, and each and every term and condition herein, as well as the transactions contemplated hereby, are hereby adopted and approved; and (ii) Further resolved, that the officers of Seller are hereby severally authorized, empowered and directed, for and on behalf and in the name of Seller, to execute and deliver any and all documents, papers or instruments and to do or to cause to be done any and all such acts and things as such officers may deem necessary, appropriate or advisable to complete any and all transactions contemplated by this Agreement. The written consent contained in this Section 8.13 may be executed in one or more counterparts and shall be filed with the minutes of the proceedings of the StockholdersPartners. (b) As long as this Agreement has not previously been terminated, each Signing Stockholder Partner irrevocably agrees to vote all shares of common stock of interests in Seller as to which such Signing Stockholder Partner is entitled to vote (including all shares interests for which such Signing Stockholder Partner holds a proxy) at a meeting of the Stockholders Partners if any meeting is so held, or by written consent without a meeting as follows: (i) in favor of approval and adoption of this Agreement and the transactions contemplated hereby; (ii) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of Seller under this Agreement; and (iii) against any action or agreement (other than this Agreement or the transactions contemplated by this Agreement or the termination of this Agreement in accordance with its terms), that would, directly or indirectly, impede, interfere with, delay, postpone or attempt to discourage the transactions contemplated hereby, including without limitation: (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Seller; (B) a sale or transfer of a material amount of assets of Seller or a reorganization, recapitalization or liquidation of Seller; (C) any change in the management or board of directors of Seller or any Competing Transaction, except as otherwise agreed to in writing by Buyer; (D) any material change in the present capitalization of Seller; or (E) any other material change in Seller's corporate partnership structure or business. (c) The Signing Stockholders Partners represent that they have received the irrevocable proxy of all other Stockholders Partners to vote all equity interests in Seller held by such other StockholdersPartners. (d) Each Signing Stockholder Partner agrees that, without the prior written consent of Buyer, during the period commencing on the date hereof and ending on the earlier of (i) the business day following the Closing Date or (ii) the termination of this Agreement pursuant to the terms hereof, such Signing Stockholder Partner will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock of partnership interest in Seller or any securities convertible into or exercisable or exchangeable for any such sharesinterest.

Consent and Voting Agreement. (a) Each Signing Stockholder Partner hereby irrevocably consents to the entering into of this Agreement and to the consummation of the transactions contemplated hereby. Pursuant to Section 23-1-29-4 of the Indiana Business Corporation Law, each Each Signing Stockholder Partner hereby states that such Signing Stockholder Partner is the holder of the number of outstanding shares of common stock of partnership interest in Seller set forth on Schedule 5.1 with respect to such Signing StockholderPartner, and hereby adopts the following resolutions by written consent: (i) Resolved, that this Agreement, and each and every term and condition herein, as well as the transactions contemplated hereby, are hereby adopted and approved; and (ii) Further resolved, that the officers of Seller are hereby severally authorized, empowered and directed, for and on behalf and in the name of Seller, to execute and deliver any and all documents, papers or instruments and to do or to cause to be done any and all such acts and things as such officers may deem necessary, appropriate or advisable to complete any and all transactions contemplated by this Agreement. The written consent contained in this Section 8.13 may be executed in one or more counterparts and shall be filed with the minutes of the proceedings of the StockholdersPartners. (b) As long as this Agreement has not previously been terminated, each Signing Stockholder Partner irrevocably agrees to vote all shares of common stock of interests in Seller as to which such Signing Stockholder Partner is entitled to vote (including all shares interests for which such Signing Stockholder Partner holds a proxy) at a meeting of the Stockholders Partners if any meeting is so held, or by written consent without a meeting as follows: (i) in favor of approval and adoption of this Agreement and the transactions contemplated hereby; (ii) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of Seller under this Agreement; and (iii) against any action or agreement (other than this Agreement or the transactions contemplated by this Agreement or the termination of this Agreement in accordance with its terms), that would, directly or indirectly, impede, interfere with, delay, postpone or attempt to discourage the transactions contemplated hereby, including without limitation: (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Seller; (B) a sale or transfer of a material amount of assets of Seller or a reorganization, recapitalization or liquidation of Seller; (C) any change in the management or board of directors of Seller or any Competing Transaction, except as otherwise agreed to in writing by Buyer; (D) any material change in the present capitalization of Seller; or (E) any other material change in Seller's corporate structure or business. (c) The Signing Stockholders represent that they have received the irrevocable proxy of all other Stockholders to vote all equity interests in Seller held by such other Stockholders. (d) Each Signing Stockholder agrees that, without the prior written consent of Buyer, during the period commencing on the date hereof and ending on the earlier of (i) the business day following the Closing Date or (ii) the termination of this Agreement pursuant to the terms hereof, such Signing Stockholder will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock of Seller or any securities convertible into or exercisable or exchangeable for such shares.and

Consent and Voting Agreement. (a) Each Signing Stockholder hereby irrevocably consents to the entering into of this Agreement and to the consummation of the transactions contemplated hereby. Pursuant to Section 23-1-29-4 of the Indiana Business Corporation Law, each Signing Stockholder hereby states that such Signing Stockholder is the holder of the number of outstanding shares of common stock of Seller set forth on Schedule 5.1 with respect to such Signing Stockholder, and hereby adopts the following resolutions by written consent: (i) Resolved, that this Agreement, and each and every term and condition herein, as well as the transactions contemplated hereby, are hereby adopted and approved; and (ii) Further resolved, that the officers of Seller are hereby severally authorized, empowered and directed, for and on behalf and in the name of Seller, to execute and deliver any and all documents, papers or instruments and to do or to cause to be done any and all such acts and things as such officers may deem necessary, appropriate or advisable to complete any and all transactions contemplated by this Agreement. The written consent contained in this Section 8.13 may be executed in one or more counterparts and shall be filed with the minutes of the proceedings of the Stockholders. (b) As long as this Agreement has not previously been terminated, each Signing Stockholder irrevocably agrees to vote all shares of common stock of Seller as to which such Signing Stockholder is entitled to vote (including all shares for which such Signing Stockholder holds a proxy) at a meeting of the Stockholders if any meeting is so held, or by written consent without a meeting as follows: (i) in favor of approval and adoption of this Agreement and the transactions contemplated hereby; (ii) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of Seller under this Agreement; and (iii) against any action or agreement (other than this Agreement or the transactions contemplated by this Agreement or the termination of this Agreement in accordance with its terms), that would, directly or indirectly, impede, interfere with, delay, postpone or attempt to discourage the transactions contemplated hereby, including without limitation: (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Seller; (B) a sale or transfer of a material amount of assets of Seller or a reorganization, recapitalization or liquidation of Seller; (C) any change in the management or board of directors of Seller or any Competing Transaction, except as otherwise agreed to in writing by Buyer; (D) any material change in the present capitalization of Seller; or (E) any other material change in Seller's corporate structure or business. (c) The Signing Stockholders represent that they have received the irrevocable proxy of all other Stockholders to vote all equity interests in Seller held by such other Stockholders. (d) Each Signing Stockholder agrees that, except as set forth on Schedule 5.1, without the prior written consent of Buyer, during the period commencing on the date hereof and ending on the earlier of (i) the business day following the Closing Date or (ii) the termination of this Agreement pursuant to the terms hereof, such Signing Stockholder will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock of Seller or any securities convertible into or exercisable or exchangeable for such shares.