Common use of Covenant to Vote Clause in Contracts

Covenant to Vote. Prior to termination of this Agreement in accordance with its terms, each Stockholder hereby agrees to vote (or cause to be voted) all Shares beneficially owned by such Stockholder (the “Vote Shares”), or to provide (or cause to be provided) a written consent in respect of the Vote 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 the adoption of the Merger Agreement) and/or (ii) against any action or agreement which would materially impede, delay or interfere with, or prevent or nullify, 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 Acquisition Transaction proposed by a third party. In the event that a meeting of the stockholders of the Company is held, each 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 applicable Vote Shares to be counted as present thereat for purposes of establishing a quorum.