Common use of Covenant to Vote Clause in Contracts

Covenant to Vote. The Stockholder hereby agrees to vote (or to cause the voting of) all of the Stockholder's Shares beneficially owned or controlled by the Stockholder, or to grant a consent or approval in respect of the Stockholder's Shares, in connection with any meeting of the stockholders of the Company (a) in favor of any merger or any other transaction pursuant to which Parent, Purchaser or any of their respective Affiliates proposes to acquire the Company, whether by tender offer, merger, or otherwise, in which stockholders of the Company would receive consideration per share of Common Stock equal to or greater than the consideration to be received by such stockholders in the Offer, and/or (b) against any action, agreement or proposal which would or could reasonably be expected to impede, frustrate, prevent, nullify or result in a material breach of any representation, warranty or covenant or any other obligation or agreement of the Company under or with respect to, the Offer or the Merger, the Merger Agreement, this Agreement or any of the transactions to which the Company is a party or transactions contemplated by this Agreement, including, (i) any other extraordinary corporate transaction, including, an Acquisition Proposal, merger, acquisition, joint venture, sale, consolidation, reorganization, liquidation or winding up of or involving the Company and a third party, or any other proposal of a third party to acquire the Company or all or substantially all of the assets thereof and (ii) any amendment of the articles of incorporation or By-laws of the Company. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing.

Covenant to Vote. The Stockholder hereby agrees to vote (or to cause the voting of) all of the Stockholder's ’s Shares beneficially owned or controlled by the Stockholder, or to grant a consent or approval in respect of the Stockholder's ’s Shares, in connection with any meeting of the stockholders of the Company (a) in favor of any merger or any other transaction pursuant to which Parent, Purchaser or any of their respective Affiliates proposes to acquire the Company, whether by tender offer, merger, or otherwise, in which stockholders of the Company would receive consideration per share of Common Stock equal to or greater than the consideration to be received by such stockholders in the Offer, and/or (b) against any action, agreement or proposal which would or could reasonably be expected to impede, frustrate, prevent, nullify or result in a material breach of any representation, warranty or covenant or any other obligation or agreement of the Company under or with respect to, the Offer or the Merger, the Merger Agreement, this Agreement or any of the transactions to which the Company is a party or transactions contemplated by this Agreement, including, (i) any other extraordinary corporate transaction, including, an Acquisition Proposal, merger, acquisition, joint venture, sale, consolidation, reorganization, liquidation or winding up of or involving the Company and a third party, or any other proposal of a third party to acquire the Company or all or substantially all of the assets thereof and (ii) any amendment of the articles of incorporation or By-laws of the Company. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing.