Common use of Covenant to Vote Clause in Contracts

Covenant to Vote. Prior to termination of this Agreement in accordance with its terms, the Stockholder hereby agrees to vote (or cause to be voted) the Shares (to the extent the Shares are entitled to vote), or to provide (or cause to be provided) a written consent in respect of the Shares, in connection with any meeting of the stockholders of the Company or any action by written consent in lieu of a meeting of stockholders of the Company (i) in favor of approval and adoption of the Merger Agreement, the approval of the Merger and the other transactions contemplated by the Merger Agreement, the other transactions contemplated thereby and any other matter that must be approved by the stockholders of the Company in order for the transactions contemplated by the Merger Agreement to be consummated, (ii) in favor of any adjournment or postponement recommended by Parent with respect to any stockholder meeting with respect to the Merger Agreement and the Merger, and (iii) against any Takeover Proposal or any other action, proposal or agreement that would likely, in Parent’s view, (A) impede, interfere with, materially delay or postpone the Merger and the other transactions contemplated by the Merger Agreement, (B) result in a breach in any respect of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement, (C) change the dividend policy or in any material respect the capitalization of, including the voting rights of any class of equity interests in, the Company, (D) result in any of the conditions set forth in Section 7 or Annex I of the Merger Agreement not being fulfilled or satisfied, or (E) change a majority of the Company Board (other than as directed by Parent or Merger Sub). In the event that a meeting of the stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting, in person or by proxy, or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.

Covenant to Vote. Prior to the termination of this Agreement in accordance with its terms, at any meeting of the stockholders of the Company, however called, or at any adjournment or postponement thereof, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought, Stockholder hereby agrees to (A) appear at each such meeting or otherwise cause all of the Covered Shares to be counted as present thereat for purposes of calculating a quorum and (B) vote (or cause to be voted) all of the Covered Shares (to the extent the Shares are entitled to vote), or to provide (grant a consent or cause to be provided) a written consent approval in respect of the Shares, in connection with any meeting of the stockholders of the Company or any action by written consent in lieu of a meeting of stockholders of the Company Covered Shares (i) in favor of approval and adoption of adopting the Merger AgreementAgreement (for the purpose of this Section 5, as it may be modified or amended from time to time) and the approval of the Merger and the other transactions contemplated by the Merger Agreement, the other transactions contemplated thereby and any other matter that must be approved transaction pursuant to which Parent proposes to acquire the Company, whether by the tender offer, merger or otherwise, in which stockholders of the Company in order for would receive consideration per Share equal to or greater than the transactions contemplated by the Merger Agreement consideration to be consummatedreceived by such stockholders in the Offer and the Merger, (ii) in favor of any adjournment or postponement recommended by Parent the Company with respect to any stockholder meeting with respect to the Merger Agreement and the Merger, and (iii) against any Takeover Proposal action, agreement or proposal which would impede, interfere with or prevent the consummation of the Offer or the Merger, including, but not limited to, any other extraordinary corporate transaction, including, a merger, acquisition, sale, consolidation, reorganization or liquidation involving the Company and a third party, or any other actionproposal of a third party to acquire the Company or all or substantially all of the assets thereof, proposal (iv) against any reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (other than the Merger), (v) against any change in the Company Board (other than in connection with the transactions described in clause (i)), and (vi) against any proposal, action or agreement that would likely, in Parent’s view, (A1) impede, interfere withfrustrate, materially delay prevent or postpone the Merger and the other transactions contemplated by nullify any provision of this Agreement, the Merger Agreement, (B) result in a breach in any respect of any covenant, representation the Offer or warrantythe Merger, or any other obligation or agreement of the Company under the Merger Agreement, (C) change the dividend policy or in any material respect the capitalization of, including the voting rights of any class of equity interests in, the Company, (D2) result in any of the conditions set forth in Section 7 Article 6 or Annex I of the Merger Agreement not being fulfilled or satisfied. Except as set forth in clauses (i), (ii), (iii), (iv), (v) and (vi) of this Section 5, Stockholder shall not be restricted from voting in favor of, against or (E) change a majority of the Company Board (abstaining with respect to any other than as directed by Parent or Merger Sub). In the event that a meeting of matters presented to the stockholders of the Company is heldCompany. Prior to the termination of this Agreement in accordance with its terms, Stockholder shall not commit or agree to take any action inconsistent with the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting, in person or by proxy, or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorumforegoing.

Covenant to Vote. Prior to termination of this Agreement in accordance with its terms, the Stockholder Xxxxxx hereby agrees to vote (or cause to be voted) the Shares (to the extent the Shares are entitled to vote), or to provide (or cause to be provided) a written consent in respect of the Shares, in connection with any meeting of the stockholders of the Company or any action by written consent in lieu of a meeting of stockholders of the Company (i) in favor of approval and adoption of the Merger Agreement, the approval of the Merger and the other transactions contemplated by the Merger Agreement, the other transactions contemplated thereby and any other matter that must be approved by the stockholders of the Company in order for the transactions contemplated by the Merger Agreement to be consummated, (ii) in favor of any adjournment or postponement recommended by Parent with respect to any stockholder meeting with respect to the Merger Agreement and the Merger, and (iii) against any Takeover Proposal or any other action, proposal or agreement that would likely, in Parent’s view, (A) impede, interfere with, materially delay or postpone the Merger and the other transactions contemplated by the Merger Agreement, (B) result in a breach in any respect of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement, (C) change the dividend policy or in any material respect the capitalization of, including the voting rights of any class of equity interests in, the Company, (D) result in any of the conditions set forth in Section 7 or Annex I of the Merger Agreement not being fulfilled or satisfied, or (E) change a majority of the Company Board (other than as directed by Parent or Merger Sub). In the event that a meeting of the stockholders of the Company is held, the Stockholder Xxxxxx shall, or shall cause the holder of record on any applicable record date to, appear at such meeting, in person or by proxy, or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.