Common use of Covenants of Each Stockholder Clause in Contracts

Covenants of Each Stockholder. Subject to Section 5 hereof, each Stockholder covenants and agrees as follows: (a) The Stockholder hereby permits the Company, Parent and Sub to publish and disclose in the Proxy Materials (including all documents and schedules filed with the SEC) its identity and ownership of the Subject Shares and the nature of its commitments, arrangements and understandings under this Agreement. (1) At any meeting of the stockholders of the Company called to seek the approval of the Merger Agreement and the Merger (the "Company Stockholder Approval") or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement, any other Operative Agreement, the Merger or any other Transaction is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares in favor of granting the Company Stockholder Approval. (2) The Stockholder hereby irrevocably grants to, and appoints, Parent, Robert P. Freeman and Murry N. Gunty, or any of them, and any xxxxxxxxxx xxxxxxated xx xxxxxxx xx any of them, and each of them individually, as the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares, or grant a consent or approval in respect of the Subject Shares in a manner consistent with this Section 3. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, except as

Covenants of Each Stockholder. Subject to Section 5 hereofEach Stockholder, each Stockholder severally and not jointly, covenants and agrees agrees, except as set forth on Schedule A hereto, as follows: (a) The Stockholder hereby permits the Company, Parent and Sub to publish and disclose in the Proxy Materials (including all documents and schedules filed with the SEC) its identity and ownership of the Subject Shares and the nature of its commitments, arrangements and understandings under this Agreement. (1) At any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of the Company Parent called to seek the approval of the Merger Agreement and the Merger (the "Company Parent Stockholder Approval") Approval or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement, any other Operative Agreement, issuance of shares of Parent Common Stock in connection with the Merger or any other Transaction transaction contemplated by the Merger Agreement is sought, the Stockholder shall shall, including by executing a written consent solicitation if requested by Target, vote (or cause to be voted) the Parent Subject Shares of the Stockholder in favor of granting the Company Stockholder Approvalissuance of shares of Parent Common Stock in connection with the Merger or any other transaction contemplated by the Merger Agreement. (2b) The Stockholder hereby irrevocably grants to, and appoints, ParentTarget and E. Xxxxxx Xxxxxx, Robert P. Freeman Xx. and Murry N. GuntyXxxxxxx X. Xxxxxxx, Xx., or any of them, and any xxxxxxxxxx xxxxxxated xx xxxxxxx xx individual designated in writing by any of them, and each of them individually, as the Stockholder's proxy and attorney-in-in- fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Parent Subject SharesShares of the Stockholder, or grant a consent or approval in respect of the Parent Subject Shares of the Stockholder, in a manner consistent favor of the issuance of shares of Parent Common Stock in connection with this Section 3the Merger or any other transaction contemplated by the Merger Agreement. The Stockholder understands and acknowledges that Parent Target is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of Sections 3(a) and 3(b) in accordance with Section 4. (c) The Stockholder shall use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. The Stockholder shall not issue any press release or make any other public statement with respect to the Merger Agreement, the Merger or any other transaction contemplated by the Merger Agreement without the prior written consent of Target, except asas may be required by Applicable Law. (d) The Stockholder hereby consents to and approves the actions taken by the Board of Directors of Parent in approving the Merger Agreement and this Agreement, the Merger, the issuance of shares of Parent Common Stock in connection with the Merger and the other transactions contemplated by the Merger Agreement.

Covenants of Each Stockholder. Subject to Section 5 ----------------------------- hereof, each Stockholder Stockholder, severally and not jointly, covenants and agrees as follows: (a) The Stockholder hereby permits the Company, Parent and Sub to publish and disclose in the Proxy Materials (including all documents and schedules filed with the SEC) its identity and ownership of the Subject Shares and the nature of its commitments, arrangements and understandings under this Agreement. (1) At any meeting of the stockholders of the Company called to seek the approval of the Merger Agreement and the Merger (the "Company Stockholder Approval") or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement, any other Operative Agreement, the Merger or any other Transaction is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Company Stockholder Approval. (2) The Stockholder hereby irrevocably grants to, and appoints, Parent, Robert P. Freeman Parent Xxxxxx X. Xxxxxxx and Murry N. GuntyXxxxx X. Xxxxx, or any of them, and any xxxxxxxxxx xxxxxxated xx xxxxxxx xx individual designated in writing by any of them, and each of them individually, as the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject SharesShares of the Stockholder, or grant a consent or approval in respect of the Subject Shares of the Stockholder in a manner consistent with this Section 3. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, except asas provided herein. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of Sections 3(b) and 3(c). (c) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Company, (ii) any takeover proposal (as defined in the Merger Agreement) and (iii) any amendment of the certificate of incorporation or by-laws of the Company or other proposal or transaction involving the Company or any of its subsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of any Operative Agreement, the Merger or any other Transaction or change in any manner the voting rights of any class of capital stock of the Company. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing. (d) Other than this Agreement, the Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any person other than pursuant to the Merger or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares and shall not commit or agree to take any of the foregoing actions. (e) The Stockholder shall not, nor shall it authorize or permit any employee of, or any investment banker, attorney or other adviser or representative of, the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any takeover proposal, (ii) enter into any agreement with respect to any takeover proposal or (iii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any takeover proposal. The Stockholder promptly shall advise Parent orally and in writing of any takeover proposal or inquiry made to the Stockholder with respect to or that could reasonably be expected to lead to any takeover proposal and the material terms of any such takeover proposal or inquiry. (f) The Stockholder shall use its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions. (g) The Stockholder hereby consents to and approves the actions taken by the Board of Directors of the Company in approving the Merger Agreement, the Merger and the other Transactions. The Stockholder hereby waives, and agrees not to exercise or assent, any appraisal rights under Section 262 in connection with the Merger.

Covenants of Each Stockholder. Subject to Section 5 hereofEach Stockholder, each Stockholder severally and not jointly, covenants and agrees as follows: (a) The Stockholder hereby permits the Company, Parent and Sub to publish and disclose in the Proxy Materials (including all documents and schedules filed with the SEC) its identity and ownership of the Subject Shares and the nature of its commitments, arrangements and understandings under this Agreement. (1) At any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of the Company Target called to seek the approval of the Merger Agreement and the Merger (the "Company Target Stockholder Approval") Approval or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement, any other Operative Agreement, the Merger or any other Transaction transaction contemplated by the Merger Agreement is sought, the Stockholder shall shall, including by executing a written consent solicitation if requested by Parent, vote (or cause to be voted) the Target Subject Shares of the Stockholder in favor of granting adoption of the Company Stockholder ApprovalMerger Agreement and approval of the Merger and any other transactions contemplated by the Merger Agreement. (2) The Stockholder hereby irrevocably grants to, and appoints, Parent, Robert P. Freeman Parent and Murry N. GuntyMark Moran and C. Andrew Johns, or any of them, and any xxxxxxxxxx xxxxxxated individuxx xxxxxxxted in wxxxxxx xx xxxxxxx xx any xxy of them, and each of them individually, as the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Target Subject SharesShares of the Stockholder, or grant a consent or approval in respect of the Target Subject Shares of the Stockholder, in a manner consistent with this Section 3favor of adoption of the Merger Agreement and approval of the Merger and any other transactions contemplated by the Merger Agreement. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b3(a) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of Sections 3(a) and 3(b) in accordance with Section 4. (b) Other than this Agreement, the Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Target Subject Shares to any person (other than pursuant to the Merger), unless and until such person agrees, pursuant to a writing in customary form to which Parent is a party or a stated third-party beneficiary, to be bound by the terms of this Agreement, including without limitation the terms of Section 3(a)(2), to the same extent, and in the same manner, as if such person were explicitly named a Stockholder hereunder or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Target Subject Shares and shall not commit or agree to take any of the foregoing actions. The Stockholder shall not, nor shall such Stockholder permit any entity under such Stockholder's control to, deposit any Target Subject Shares in a voting trust. (c) The Stockholder shall not, nor shall it authorize or permit any employee or affiliate of, or any investment banker, financial advisor, attorney, accountant or other representative of, the Stockholder to, directly or indirectly through another person, (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action to facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to , any Takeover Proposal or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person (other than Parent and any of its affiliates and representatives) any information with respect to, any Takeover Proposal. The Stockholder promptly shall advise Parent orally and in writing of any Takeover Proposal or inquiry made to the Stockholder with respect to or that could reasonably be expected to lead to any Takeover Proposal. (d) The Stockholder shall use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. The Stockholder shall not issue any press release or make any other public statement with respect to the Merger Agreement, the Merger or any other transaction contemplated by the Merger Agreement without the prior written consent of Parent, except asas may be required by Applicable Law. (e) The Stockholder hereby consents to and approves the actions taken by the Board of Directors of Target in approving the Merger Agreement and this Agreement, the Merger and the other transactions contemplated by the Merger Agreement. The Stockholder hereby waives, and agrees not to exercise or assert, any appraisal or similar rights under Section 262 of the DGCL or other applicable law in connection with the Merger. (f) If, at the time the Merger Agreement is submitted for adoption by the stockholders of Target, the Stockholder is an "affiliate" of Target for purposes of Rule 145 under the Securities Act, the Stockholder shall deliver to Parent at least 30 days prior to the Closing a written agreement substantially in the form attached as Exhibit A to the Merger Agreement.