Common use of Covenants of Each Stockholder Clause in Contracts

Covenants of Each Stockholder. Each Stockholder, severally and not jointly, covenants and agrees, except as set forth on Schedule A hereto, as follows: (a) At any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of Parent called to seek Parent Stockholder Approval or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the issuance of shares of Parent Common Stock in connection with the Merger or any other transaction contemplated by the Merger Agreement is sought, the Stockholder 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 the issuance of shares of Parent Common Stock in connection with the Merger or any other transaction contemplated by the Merger Agreement. (b) The Stockholder hereby irrevocably grants to, and appoints, Target and E. Xxxxxx Xxxxxx, Xx. and Xxxxxxx X. Xxxxxxx, Xx., or any of them, and any 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 Parent Subject Shares of the Stockholder, or grant a consent or approval in respect of the Parent Subject Shares of the Stockholder, in favor of the issuance of shares of Parent Common Stock in connection with the Merger or any other transaction contemplated by the Merger Agreement. The Stockholder understands and acknowledges that 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 as 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. Each Until the termination of this Agreement in accordance with Section 5, each Stockholder, severally and not jointlyin its capacity as such, covenants and agrees, except as set forth on Schedule A hereto, agrees as follows: (a) At the Special Meeting or at any meeting (whether annual adjournment, postponement or special and whether or not an adjourned or postponed meeting) of the stockholders of Parent called to seek Parent Stockholder Approval continuation thereof or in any other circumstances occurring prior to the Special Meeting upon which a vote, consent vote or other approval (including by written consent) with respect to the issuance of shares of Parent Common Stock in connection with the Merger or any other transaction contemplated by and the Merger Agreement is soughtsought by the Company from the Company’s stockholders, the each Stockholder shall, including by executing a written consent solicitation if requested by Target, shall vote (or cause to be voted) the Parent Subject Shares of the held by such Stockholder (i) in favor of the issuance approval of shares of Parent Common Stock in connection with the Merger or any other transaction contemplated by and the approval and adoption of the Merger Agreement; and (ii) except with the written consent of Parent, against any Alternative Proposal. Any such vote shall be cast in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote. Each Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3(a). (b) The Each Stockholder hereby irrevocably grants to, and appoints, Target and E. Xxxxxx Xxxxxx, Xx. and Xxxxxxx X. Xxxxxxx, Xx., or any of them, appoints Parent and any individual designated in writing by any designee of themParent, and each of them individually, as the Stockholder's proxy its proxies and attorneyattorneys-in- fact (in-fact, with full power of substitution), for substitution and in the name, place and stead of the Stockholderresubstitution, to vote during the Parent term of this Agreement with respect to the Subject Shares of the Stockholder, or grant a consent or approval in respect of the Parent Subject Shares of the Stockholder, in favor of the issuance of shares of Parent Common Stock in connection accordance with the Merger or any other transaction contemplated by the Merger AgreementSection 3(a). The Stockholder understands and acknowledges that 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 This proxy is given to secure the performance of the duties of the each Stockholder under this Agreement. Each Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and power of attorney. The proxy and power of attorney granted hereunder by each Stockholder hereby further affirms that shall be irrevocable during the irrevocable proxy is term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and may under no circumstances be revokedshall revoke any and all prior proxies granted by each Stockholder with respect to the matters contemplated by Section 3(a). The power of attorney granted by each Stockholder hereby ratifies herein is a durable power of attorney and confirms all that shall survive the dissolution, bankruptcy, death or incapacity of such irrevocable proxy may lawfully do or cause to be done by virtue hereofStockholder. Such irrevocable proxy is executed The proxies and intended powers of attorney granted hereunder shall cease to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. The irrevocable proxy granted hereunder and shall automatically terminate upon the termination of Sections 3(a) and 3(b) in accordance with Section 4this Agreement. (c) The Each Stockholder agrees not to, directly or indirectly, (i) sell, transfer, tender, pledge, encumber, assign or otherwise dispose of (collectively, a “Transfer”) or enter into any agreement, option or other arrangement with respect to, or consent to a Transfer of, or convert or agree to convert, any or all of the Subject Shares to any Person, other than in accordance with the Merger Agreement, except in each case for Transfers (x) to any other Stockholder or (y) to any Person who executes and delivers to Parent and Merger Sub a voting agreement identical in form to this Agreement (except for the identity of the Stockholder) prior to or concurrently with the consummation of such Transfer or (ii) grant any proxies (other than the Company proxy card in connection with the Special Meeting if and to the extent such proxy is consistent with the Stockholder’s obligations under Section 3(a) hereof), deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any of the Subject Shares, in any case where such action would be inconsistent with or violative of the provisions and agreements contained in Section 3(a) hereof. Such Stockholder further agrees (A) not to commit or agree to take any of the actions that are prohibited by clause (i) or (ii) of the preceding sentence and (B) not to take any action that would have the effect of preventing, impeding, interfering with or adversely affecting its ability to perform its obligations under this Agreement. (d) Such Stockholder shall use all reasonable efforts not, nor shall such Stockholder permit any controlled affiliate of such Stockholder to, nor shall such Stockholder act in concert with or permit any controlled affiliate to takeact in concert with any Person to make, or cause in any manner participate in, directly or indirectly, a “solicitation” (as such term is used in the rules of the Securities and Exchange Commission) of proxies or powers of attorney or similar rights to be taken, all actions, and to dovote, or seek to advise or influence any Person with respect to the voting of, any shares of Common Stock intended to facilitate any Alternative Proposal or to cause stockholders of the Company not to be done, vote to approve 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 adopt the Merger Agreement. The Such Stockholder shall not, and shall direct any investment banker, attorney, agent or other adviser or representative of such Stockholder not issue any press release to, initiate or make solicit (including by way of furnishing non-public information) or knowingly take any other action that constitutes, or is reasonably expected to lead to, an Alternative Proposal or engage in any substantive discussions or negotiations concerning, or provide any non-public statement information with respect to, an Alternative Proposal. Each Stockholder hereby represents that, as of the date hereof, it is not engaged in substantive discussions or negotiations with any party with respect to any Alternative Proposal. (e) Notwithstanding anything to the contrary in this Section 3, if and to the extent that, pursuant to the terms of the Merger Agreement, the Merger or any other transaction contemplated by the Merger Agreement without the prior written consent of Target, except as may be required by Applicable Law. (d) The Stockholder hereby consents Company is permitted to provide information to and approves engage in substantive discussions and negotiations with any Person regarding an Alternative Proposal, then the actions taken by the Board of Directors of Parent Stockholders may provide information to and engage in approving the Merger Agreement substantive discussions and this Agreement, the Merger, the issuance of shares of Parent Common Stock in connection negotiations with the Merger such Person and the other transactions contemplated by the Merger Agreementits representatives.

Covenants of Each Stockholder. Each Subject to Section 5 ----------------------------- hereof, each Stockholder, severally and not jointly, covenants and agrees, except as set forth on Schedule A hereto, 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 Parent the Company called to seek Parent the approval of the Merger Agreement and the Merger (the "Company Stockholder Approval Approval") or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the issuance of shares of Parent Common Stock in connection with Merger Agreement, any other Operative Agreement, the Merger or any other transaction contemplated by the Merger Agreement Transaction is sought, the Stockholder shall, including by executing a written consent solicitation if requested by Target, shall vote (or cause to be voted) the Parent Subject Shares of the Stockholder in favor of granting the issuance of shares of Parent Common Stock in connection with the Merger or any other transaction contemplated by the Merger AgreementCompany Stockholder Approval. (b2) The Stockholder hereby irrevocably grants to, and appoints, Target Parent Xxxxxx X. Xxxxxxx and E. Xxxxxx Xxxxxx, Xx. and Xxxxxxx Xxxxx X. Xxxxxxx, Xx.Xxxxx, or any of them, and any 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 Shares of the Stockholder, or grant a consent or approval in respect of the Parent Subject Shares of the Stockholder, Stockholder in favor of the issuance of shares of Parent Common Stock in connection a manner consistent with the Merger or any other transaction contemplated by the Merger Agreementthis Section 3. The Stockholder understands and acknowledges that Target 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 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(a3(b) and 3(b) in accordance with Section 43(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 all 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 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 as may be required by Applicable LawTransactions. (dg) The Stockholder hereby consents to and approves the actions taken by the Board of Directors of Parent the Company 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 Transactions. The Stockholder hereby waives, and agrees not to exercise or assent, any appraisal rights under Section 262 in connection with the Merger AgreementMerger.

Covenants of Each Stockholder. Each StockholderSubject to Section 5 hereof, severally and not jointly, each Stockholder covenants and agrees, except as set forth on Schedule A hereto, 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 Parent the Company called to seek Parent the approval of the Merger Agreement and the Merger (the "Company Stockholder Approval Approval") or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the issuance of shares of Parent Common Stock in connection with Merger Agreement, any other Operative Agreement, the Merger or any other transaction contemplated by the Merger Agreement Transaction is sought, the Stockholder shall, including by executing a written consent solicitation if requested by Target, shall vote (or cause to be voted) the Parent Subject Shares of the Stockholder in favor of granting the issuance of shares of Parent Common Stock in connection with the Merger or any other transaction contemplated by the Merger AgreementCompany Stockholder Approval. (b2) The Stockholder hereby irrevocably grants to, and appoints, Target Parent, Robert P. Freeman and E. Xxxxxx Xxxxxx, Xx. and Xxxxxxx X. Xxxxxxx, Xx.Murry N. Gunty, or any of them, and any individual designated in writing by xxxxxxxxxx xxxxxxated xx xxxxxxx xx 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 Shares of the StockholderShares, or grant a consent or approval in respect of the Parent Subject Shares of the Stockholder, in favor of the issuance of shares of Parent Common Stock in connection a manner consistent with the Merger or any other transaction contemplated by the Merger Agreementthis Section 3. The Stockholder understands and acknowledges that Target 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. 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 as 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.as

Covenants of Each Stockholder. Each StockholderSubject to Section 5 ------------------------------ hereof, severally and not jointly, each Stockholder covenants and agrees, except as set forth on Schedule A hereto, 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 Parent the Company called to seek Parent the approval of the Merger Agreement and the Merger (the "Company Stockholder Approval Approval") or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the issuance of shares of Parent Common Stock in connection with Merger Agreement, any other Operative Agreement, the Merger or any other transaction contemplated by the Merger Agreement Transaction is sought, the Stockholder shall, including by executing a written consent solicitation if requested by Target, shall vote (or cause to be voted) the Parent Subject Shares of the Stockholder in favor of granting the issuance of shares of Parent Common Stock in connection with the Merger or any other transaction contemplated by the Merger AgreementCompany Stockholder Approval. (b2) The Stockholder hereby irrevocably grants to, and appoints, Target Parent, Xxxxxx X. Xxxxxxx and E. Xxxxxx Xxxxxx, Xx. and Xxxxxxx Xxxxx X. Xxxxxxx, Xx.Xxxxx, or any of them, and any 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 Shares of the StockholderShares, or grant a consent or approval in respect of the Parent Subject Shares of the Stockholder, in favor of the issuance of shares of Parent Common Stock in connection a manner consistent with the Merger or any other transaction contemplated by the Merger Agreementthis Section 3. The Stockholder understands and acknowledges that Target 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 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(a3(b) and 3(b) in accordance with Section 43(c). (c) The 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 use all reasonable efforts to take, vote (or cause to be taken, all actions, and to do, voted) the Subject Shares against (i) any merger agreement or cause to be done, and to assist and cooperate with the merger (other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, than the Merger Agreement and the other transactions contemplated 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. The Stockholder shall not issue ) and (iii) any press release amendment of the certificate of incorporation or make by-laws of the Company or other proposal or transaction involving the Company or any of its subsidiaries, which amendment or other public statement with respect to the Merger proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of any Operative Agreement, the Merger or any other transaction contemplated by Transaction or change in any manner the Merger Agreement without voting rights of any class of capital stock of the prior written consent of Target, except as may be required by Applicable LawCompany. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing. (d) The Stockholder hereby consents to and approves the actions taken by the Board of Directors of Parent in approving the Merger Agreement and Other than this Agreement, the MergerStockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter into any agreement, 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. Notwithstanding the foregoing, the issuance Stockholder may Transfer the Subject Shares to the Vencor Operating Company (as defined below) or one of shares of Parent Common Stock its wholly owned subsidiaries in connection with the Merger transactions described in the Vencor Proxy Statement (as defined below); provided, however, that the Vencor Operating Company (or such subsidiary, if -------- ------- applicable) shall execute and the other transactions contemplated deliver to Parent a supplement to this Agreement agreeing to be bound by the Merger Agreementterms hereof. "Vencor Operating Company" means the corporation referred to as the "Operating Company" in the Vencor Proxy Statement. The "Vencor Proxy Statement" means definitive proxy statement included in the Schedule 14A of Vencor, as amended, filed with the Securities and Exchange Commission on March 26, 1998.