Common use of Covenants of the Stockholders Clause in Contracts

Covenants of the Stockholders. (a) During the period beginning on the date of this Agreement and ending on the earliest of (x) the Effective Time, (y) the termination of the Merger Agreement in accordance with its terms and (z) the termination of this Agreement in accordance with its terms (the “Restricted Period”), each Stockholder hereby agrees: (i) to be present, in person or represented by proxy, at the Company Stockholders’ Meeting (including any adjournment or postponement thereof) and all other meetings (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of the Company, however called, to vote on any matter contemplated by this Agreement so that all of the Stockholder Shares will be counted for purposes of determining the presence of a quorum at such meeting; (ii) at each such meeting, and at any adjournment or postponement thereof, to vote, or to cause the voting of, the Stockholder Shares in favor of: (1) the adoption of the Merger Agreement; (2) the Merger and the other transactions contemplated by the Merger Agreement, and (3) without limitation of the preceding clauses (1) and (2), any proposal to adjourn or postpone the Company Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement on the date on which the Company Stockholders’ Meeting is held; and (iii) at each such meeting, and at any adjournment or postponement thereof, to vote, or to cause the voting of, the Stockholder Shares against: (1) any action, proposal, transaction or agreement that is intended or that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, prevent or delay the consummation of, or otherwise be inconsistent with, the Merger or any of the other transactions contemplated by the Merger Agreement, including: (aa) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries (other than the Merger); (bb) a sale, lease or transfer of any material asset of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company or any of its subsidiaries; (cc) an election of new members to the Board of Directors of the Company, other than nominees to the Board of Directors of the Company approved in writing by Parent; (dd) any change in the present capitalization or dividend policy of the Company or any of its subsidiaries or any amendment or other change to the Company’s certificate of incorporation or bylaws or the organizational documents of any subsidiary of the Company (other than pursuant to the Merger Agreement), except if approved in writing by Parent; or (ee) any other change in the corporate structure or business of the Company or any of its subsidiaries, except if approved in writing by Parent, (2) any Alternative Transaction Proposal and any action required or desirable in furtherance thereof or any other transaction, proposal, agreement or action made in opposition to the adoption of the Merger Agreement or in competition or inconsistent with the Merger and the other transactions contemplated by the Merger Agreement, (3) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, agreement, representation or warranty of the Company contained in the Merger Agreement or of such Stockholder contained in this Agreement, and (4) any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled. (b) During the Restricted Period, each Stockholder shall not, and shall cause such Stockholder’s controlled Affiliates not to, directly or indirectly, (i) solicit, initiate, propose or knowingly facilitate, induce or encourage any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Transaction Proposal by any Person or group of Persons other than Parent and Merger Sub, (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person or group of Persons any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction Proposal; (iii) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute, regulation, restriction or provision of the DGCL, the laws of any other jurisdiction or any other Law, the certificate of incorporation, bylaws, or other organizational or constitutive document or governing instruments of the Company or any of its subsidiaries, inapplicable to any Person (other than Parent and its subsidiaries), or to any transactions constituting or contemplated by an Alternative Transaction Proposal, or (iv) resolve or agree to do any of the foregoing (the activities in clauses (i) through (iv), collectively, the “Restricted Activities”); provided, however, that solely to the extent the Company may take any action with respect to a Superior Proposal or an Alternative Transaction Proposal that, in accordance with Section 5.2(b) or 5.2(e) of the Merger Agreement, the Board of Directors of the Company determines to be, or to be reasonably expected to lead to, a Superior Proposal, a Stockholder who has not breached this Section 1(b) may, at the Company’s request (and only for so long as the Company permits), engage in Restricted Activities if (and only for so long as) such Restricted Activities are permitted to be taken by the Company pursuant to Section 5.2(b) or 5.2(e) of the Merger Agreement; provided, further, however, that, with respect to any Stockholder that is Third Point LLC or any of its Affiliates, such Stockholder may engage in such Restricted Activities only if such Stockholder has given Parent written notice thereof prior to or as promptly as practicable after engaging in any such Restricted Activity. (c) Each Stockholder hereby irrevocably and unconditionally waives, and agrees not to exercise, any rights to seek appraisal or rights of dissent in connection with the Merger Agreement and the Merger, including under Section 262 of the DGCL, that such Stockholder may have with respect to the Stockholder Shares.

Covenants of the Stockholders. (a) During the period beginning on the date of this Agreement and ending on the earliest earlier of (x) the Effective Time, Time and (y) the termination of date on which the Merger Agreement in accordance with its terms and (z) the termination of this Agreement is validly terminated in accordance with its terms (such period, the “Restricted Period”), each Stockholder Stockholder, severally and not jointly, hereby agrees, provided that no changes are made to the Merger Agreement or Ancillary Agreements after the date of this Agreement that are materially adverse to one or more of the Stockholders: (i) to be present, in person or represented by proxy, (A) at the Company Stockholders’ Meeting (including any adjournment or postponement thereof) and all other meetings meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of the Company, however called, to vote on and in any matter contemplated action by this Agreement so that all written consent of the Stockholder Shares will be counted stockholders of the Company, at which the Merger Agreement and other related agreements (or any amended version thereof) or such other related actions, are submitted for purposes the consideration of determining the presence stockholders of a quorum at such meeting; (ii) at each such meeting, and at any adjournment or postponement thereofthe Company, to vote, or to cause the voting of, the Stockholder Shares in favor of: (1) the approval and adoption of the Merger Agreement; and (2) the Merger and the other transactions contemplated by Transactions, including the Convertible Equity Conversion, and the Ancillary Agreements and all other agreements related to the Merger Agreement, to which the Company or any of its Subsidiaries is a party; and (3B) without limitation promptly, but in no event later than five (5) Business Days, after the registration statement filed with the SEC on Form S-4 is declared effective and the Company has furnished the Company Written Consent to such Stockholder, to execute and deliver the Company Written Consent and, if reasonably requested by Acquiror, to execute and deliver further written consents with respect to the Stockholder Shares approving any matter referred to in sub-clause (1) or (2) of the preceding clauses clause (1) and (2A), any proposal to adjourn or postpone the Company Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement on the date on which the Company Stockholders’ Meeting is held; and (iiiii) (A) at each such meeting, and at any adjournment or postponement thereof, and in any such action by written consent, to vote, or to cause the voting of, the Stockholder Shares against: against (other than pursuant to, or in furtherance of, the Merger and the other Transactions): (1) any action, proposal, transaction or agreement that is intended or that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, prevent or delay the consummation of, or otherwise be inconsistent withadversely affect, the Merger Merger, the Convertible Equity Conversion or any of the other transactions contemplated by Transactions, the Merger Agreement, Agreement or any of the other agreements related to the Merger (including the Ancillary Agreements to which the Company or any of its Subsidiaries is a party) including: (aa) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries Subsidiaries (other than the Merger); (bb) a sale, lease or transfer of any material asset of the Company or any of its subsidiaries Subsidiaries or a reorganization, recapitalization or liquidation of the Company or any of its subsidiariesSubsidiaries (other than the Merger); (cc) an election of new members to the Board of Directors of the CompanyCompany Board, other than nominees to the Company Board of Directors of the Company approved in writing by ParentAcquiror or pursuant to Section 1.4 of the Voting Agreement; (dd) any change in the present capitalization or dividend policy of the Company or any of its subsidiaries Subsidiaries or any amendment or other change to the Company’s certificate of incorporation or bylaws or the organizational documents of any subsidiary Subsidiary of the Company (other than pursuant to as expressly contemplated in or permitted by the Merger AgreementAgreement or the Ancillary Agreements), except if approved in writing by ParentAcquiror; or (ee) any other change in the corporate structure (other than the Merger) or fundamental change to the business of the Company or any of its subsidiariesSubsidiaries, except if approved in writing by ParentAcquiror; or (ff) the execution of any convertible debt or equity agreements, subscription agreements or other similar agreements with respect to equity or other securities in the Company or any of its Subsidiaries; (2) any Acquisition Proposal or Alternative Transaction Proposal and any action required or desirable in furtherance thereof or any other transaction, proposal, agreement or action made in opposition to the adoption of the Merger Agreement or in competition or inconsistent with the Merger and the other transactions contemplated by Transactions (or with the Merger Agreement, Ancillary Agreements to which the Company or any of its Subsidiaries is a party); (3) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, agreement, representation or warranty of the Company contained in the Merger Agreement or of such Stockholder contained in this Agreement, and ; (4) any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Article VI VIII of the Merger Agreement not being fulfilledfulfilled and (5) any action that would preclude Acquiror from filing with the SEC a registration statement on Form S-4 as contemplated by the Merger Agreement; and (B) not to approve or otherwise consent to any matter referred to in any of sub-clauses (1) through (5) of the preceding clause (A) by written consent. Notwithstanding anything to the contrary in this Section 1(a), this Section 1(a) shall not apply to (i) any proposal submitted to any of the Stockholders holding the number of shares of Company Capital Stock required by the terms of Section 280G(b)(5)(B) of the Code, whether at a meeting or in an action by written consent, to render the parachute payment provisions of Section 280G inapplicable to any and all payments or benefits provided pursuant to any employee benefit plan or other Company Contracts (as defined below) that might result, separately or in the aggregate, in the payment of any amount or the provision of any benefit that would not be deductible by reason of Section 280G or that would be subject to an excise tax under Section 4999 of the Code or (ii) any actions requested by or consented to by Acquiror. (b) During the Restricted Period, each Stockholder shall not, and shall cause such Stockholder’s controlled Affiliates not to, directly or indirectly, (i) solicitinitiate any negotiations with any Person with respect to, initiateor provide any non-public information or data concerning any AEye Company to any Person relating to, propose an Acquisition Proposal or knowingly facilitateAlternative Transaction or afford to any Person access to the business, induce properties, assets or encourage any inquiries or the making personnel of any proposal AEye Company in connection with an Acquisition Proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Transaction Proposal by any Person or group of Persons other than Parent and Merger SubTransaction, (ii) enter into, continue or otherwise participate in encourage any discussions AEye Company to enter into, any acquisition agreement, merger agreement or negotiations regardingsimilar definitive agreement, or furnish to any Person letter of intent, memorandum of understanding or group of Persons any information with respect toagreement in principle, or cooperate in any way that would otherwise reasonably be expected other agreement relating to lead toan Acquisition Proposal or Alternative Transaction, any Alternative Transaction Proposal; (iii) take grant any action to make waiver, amendment or release under any confidentiality agreement or the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute, regulation, restriction or provision of the DGCL, the laws Laws of any other jurisdiction state in connection with an Acquisition Proposal or any other Law, the certificate of incorporation, bylaws, or other organizational or constitutive document or governing instruments of the Company or any of its subsidiaries, inapplicable to any Person (other than Parent and its subsidiaries), or to any transactions constituting or contemplated by an Alternative Transaction ProposalTransaction, or (iv) resolve otherwise knowingly facilitate any such inquiries, proposals, discussions, or agree negotiations or any effort or attempt by any Person to do any of the foregoing (the activities in clauses (i) through (iv), collectively, the “Restricted Activities”); provided, however, that solely to the extent the Company may take any action with respect to a Superior make an Acquisition Proposal or an Alternative Transaction Proposal that, in accordance with Section 5.2(b) or 5.2(e) of the Merger Agreement, the Board of Directors of the Company determines to be, or to be reasonably expected to lead to, a Superior Proposal, a Stockholder who has not breached this Section 1(b) may, at the Company’s request (and only for so long as the Company permits), engage in Restricted Activities if (and only for so long as) such Restricted Activities are permitted to be taken by the Company pursuant to Section 5.2(b) or 5.2(e) of the Merger Agreement; provided, further, however, that, with respect to any Stockholder that is Third Point LLC or any of its Affiliates, such Stockholder may engage in such Restricted Activities only if such Stockholder has given Parent written notice thereof prior to or as promptly as practicable after engaging in any such Restricted ActivityTransaction. (c) Each Stockholder hereby irrevocably and unconditionally waives, and agrees not to exercisecause to be waived, any rights to seek appraisal or appraisal, rights of dissent or any similar rights in connection with the Merger Agreement Agreement, the Merger and the Mergertransactions contemplated thereby, including under Section 262 of the Delaware General Corporation Law (the “DGCL”), that such Stockholder may have with respect to the Stockholder SharesShares owned beneficially or of record by such Stockholder. (d) Subject to and conditioned upon the Closing, each Stockholder hereby agrees that each of the following to which such Stockholder is a party shall terminate (provided that all Terminating Rights (as defined below) between the Company or any of its subsidiaries and any other holder of Company Capital Stock shall also terminate at such time), effective immediately prior to the Effective Time: (A) the XXX; (B) the ROFR Agreement; (C) the Voting Agreement; (D) the Side Letter(s); (E) any subscription or other purchase agreements relating to shares of Company Capital Stock; and (F) if applicable to any Stockholder, any rights under any agreement providing for redemption rights, put rights, purchase rights or other similar rights not generally available to stockholders of the Company (the “Terminating Rights”) between Stockholder and the Company, but excluding, for the avoidance of doubt, any rights such Stockholder may have that relate to any commercial agreements, non-disclosure agreements, employment agreements, offer letters, advisor agreements, consulting agreements, indemnification agreements, invention assignment agreements or any other agreements providing the Company rights in intellectual property by and between such Stockholder and the Company or any subsidiary, which shall survive in accordance with their terms. (e) Each Stockholder hereby agrees that he, she or it shall, from time to time, (i) execute and deliver, or cause to be executed and delivered, such Ancillary Agreements as may be necessary to satisfy any condition to the Closing under the Merger Agreement, in substantially the form previously provided to the Stockholder as of the date of this Agreement, (ii) execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments, (iii) consent to the termination or amendment of such other agreement and (iv) take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other parties in doing all things, in each case, as another party hereto may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement and the Merger Agreement (in substantially the form previously provided to the Stockholder as of the date of this Agreement), including the Merger.

Covenants of the Stockholders. (a) During the period beginning on the date of this Agreement and ending on the earliest earlier of (x) the Effective Time, Time and (y) the termination of date on which the Merger Agreement in accordance with its terms and (z) the termination of this Agreement is validly terminated in accordance with its terms (such period, the “Restricted Period”), each Stockholder hereby agrees: (iA) to be present, in person or represented by proxy, at the Company Stockholders’ Meeting (including any adjournment or postponement thereof) and all other meetings meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of the Company, however called, to vote on and in any matter contemplated action by this Agreement so that all written consent of the Stockholder Shares will be counted stockholders of the Company, at which the Merger Agreement and other related agreements (or any amended version thereof) or such other related actions, are submitted for purposes the consideration of determining the presence stockholders of a quorum at such meeting; (ii) at each such meetingthe Company, and at any adjournment or postponement thereofunless otherwise directed in writing by Acquiror, to vote, or to cause the voting of, the Stockholder Shares in favor of: (1) the approval and adoption of the Merger Agreement; and (2) the Merger and the other transactions contemplated by Transactions and all agreements related to the Merger Agreement, and (3) without limitation of including the preceding clauses (1) and (2), any proposal Ancillary Agreements to adjourn or postpone the Company Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement on the date on which the Company Stockholders’ Meeting or any of its Subsidiaries is helda party); and (B) promptly, but in no event later than five (5) Business Days, after the registration statement filed with the SEC on Form S-4 is declared effective, to execute and deliver the Company Written Consent; and (iiiii) (A) at each such meeting, and at any adjournment or postponement thereof, and in any such action by written consent, to vote, or to cause the voting of, the Stockholder Shares against: against (other than pursuant to, or in furtherance of, the Merger and the other Transactions): (1) any action, proposal, transaction or agreement that is intended or that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, prevent or delay the consummation of, or otherwise be inconsistent withadversely affect, the Merger or any of the other transactions contemplated by the Merger AgreementTransactions, including: (aa) any extraordinary corporate transaction, such as a merger, consolidation Alternative Transaction and any action required or other business combination involving the Company or any of its subsidiaries (other than the Merger)desirable in furtherance thereof; (bb) a sale, lease any Acquisition Proposal and any action required or transfer of any material asset of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company or any of its subsidiariesdesirable in furtherance thereof; (cc) an election of new members to the Board of Directors any change in a majority of the Company, other than nominees to the Board board of Directors directors of the Company approved in writing by Parentexisting as of the date of this Agreement; (dd) any change in the present capitalization or dividend policy of the Company or any of its subsidiaries Subsidiaries or any amendment or other change to the Company’s certificate of incorporation or bylaws or the organizational documents of any subsidiary Subsidiary of the Company (other than pursuant to as expressly contemplated in or permitted by the Merger Agreement), except if approved in writing by ParentAcquiror; or (ee) any other change in the corporate structure or fundamental change to the business of the Company or any of its subsidiariesSubsidiaries, except if approved in writing by ParentAcquiror, (2) any Alternative Transaction Proposal and any action required or desirable in furtherance thereof or any other transaction, proposal, agreement or action made in opposition to the adoption of the Merger Agreement or in competition or inconsistent with the Merger and the other transactions contemplated by Transactions (or with the Merger AgreementAncillary Agreements to which the Company or any of its Subsidiaries is a party), (3) any action, proposal, transaction or agreement that that, would reasonably be expected to result in a material breach of any covenant, agreement, representation or warranty of the Company contained in the Merger Agreement or of such Stockholder contained in this Agreement, and (4) any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Article VI VIII of the Merger Agreement not being fulfilledfulfilled and (5) any action that would preclude Acquiror from filing with the SEC a registration statement on Form S-4 as contemplated by the Merger Agreement; and (B) not to approve or otherwise consent to any matter referred to in any of sub-clauses (1) through (5) of the preceding clause (A); provided, that as of the effective date of the Merger, no amendment, modification or waiver of the Merger Agreement that has not been approved by such Stockholder shall have occurred that would reasonably be expected to adversely affect the economic benefits that such Stockholder would reasonably expect to receive pursuant to the Merger other than in a de minimis amount. Notwithstanding anything to the contrary in this Section 1(a), this Section 1(a) shall not apply to (i) any proposal submitted to any of the Stockholders holding the number of shares of Company Capital Stock required by the terms of Section 280G(b)(5)(B) of the Code, whether at a meeting or in an action by written consent, to render the parachute payment provisions of Section 280G inapplicable to any and all payments or benefits provided pursuant to any employee benefit plan or other Company Contracts (as defined below) that might result, separately or in the aggregate, in the payment of any amount or the provision of any benefit that would not be deductible by reason of Section 280G or that would be subject to an excise tax under Section 4999 of the Code or (ii) any actions requested by or consented to by Acquiror. (b) During the Restricted Period, each Stockholder shall not, and shall cause such Stockholder’s controlled Affiliates not to, directly or indirectly, (i) solicitinitiate any negotiations with any Person with respect to, initiateor provide any non-public information or data concerning any View Company to any Person relating to, propose an Acquisition Proposal or knowingly facilitateAlternative Transaction or afford to any Person access to the business, induce properties, assets or encourage any inquiries or the making personnel of any proposal View Company in connection with an Acquisition Proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Transaction Proposal by any Person or group of Persons other than Parent and Merger SubTransaction, (ii) enter into, continue or otherwise participate in encourage any discussions View Company to enter into, any acquisition agreement, merger agreement or negotiations regardingsimilar definitive agreement, or furnish to any Person letter of intent, memorandum of understanding or group of Persons any information with respect toagreement in principle, or cooperate in any way that would otherwise reasonably be expected other agreement relating to lead toan Acquisition Proposal or Alternative Transaction, any Alternative Transaction Proposal; (iii) take grant any action to make waiver, amendment or release under any confidentiality agreement or the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute, regulation, restriction or provision of the DGCL, the laws Laws of any other jurisdiction or any other Law, the certificate of incorporation, bylaws, or other organizational or constitutive document or governing instruments of the Company or any of its subsidiaries, inapplicable to any Person (other than Parent and its subsidiaries), or to any transactions constituting or contemplated by an Alternative Transaction Proposalstate, or (iv) resolve otherwise knowingly facilitate any such inquiries, proposals, discussions, or agree negotiations or any effort or attempt by any Person to do any of the foregoing (the activities in clauses (i) through (iv), collectively, the “Restricted Activities”); provided, however, that solely to the extent the Company may take any action with respect to a Superior make an Acquisition Proposal or an Alternative Transaction Proposal that, in accordance with Section 5.2(b) or 5.2(e) of the Merger Agreement, the Board of Directors of the Company determines to be, or to be reasonably expected to lead to, a Superior Proposal, a Stockholder who has not breached this Section 1(b) may, at the Company’s request (and only for so long as the Company permits), engage in Restricted Activities if (and only for so long as) such Restricted Activities are permitted to be taken by the Company pursuant to Section 5.2(b) or 5.2(e) of the Merger Agreement; provided, further, however, that, with respect to any Stockholder that is Third Point LLC or any of its Affiliates, such Stockholder may engage in such Restricted Activities only if such Stockholder has given Parent written notice thereof prior to or as promptly as practicable after engaging in any such Restricted ActivityTransaction. (c) Each Stockholder hereby irrevocably and unconditionally waives, and agrees not to exercisecause to be waived, any rights to seek appraisal or appraisal, rights of dissent or any similar rights in connection with the Merger Agreement and the Merger, including under Section 262 of the Delaware General Corporation Law (the “DGCL”), that such Stockholder may have with respect to the Stockholder SharesShares owned beneficially or of record by such Stockholder. (d) Subject to and conditioned upon the Closing, each Stockholder hereby agrees to terminate, effective immediately prior to the Effective Time, to the extent such Stockholder is a party thereto, (i) (A) that certain Eighth Amended and Restated Investors’ Rights Agreement in respect of the Company, dated as of November 21, 2018, as amended and/or restated from time to time, (B) that certain Eighth Amended and Restated Right of First Refusal and Co-Sale Agreement in respect of the Company, dated as of November 21, 2018, as amended and/or restated from time to time, and (C) that certain Tenth Amended and Restated Voting Agreement in respect of the Company, dated as of November 21, 2018, as amended and/or restated from time to time (the “Voting Agreement”), and (ii) if applicable to such Stockholder, any rights under any side letter between such Stockholder and the Company.

Covenants of the Stockholders. (a) During the period beginning on the date of this Agreement and ending on the earliest earlier of (x) the Effective Time, Time and (y) the termination of the Merger Agreement in accordance with its terms and (z) the termination of this Agreement in accordance with its terms (the “Restricted Period”), each Stockholder hereby agrees: (i) to be present, in person or represented by proxy, at the Company Stockholders’ Meeting (including any adjournment or postponement thereof) and all other meetings (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of the Company, however called, to vote on any matter contemplated by this Agreement so that all of the Stockholder Shares owned beneficially or of record by such Stockholder will be counted for purposes of determining the presence of a quorum at such meeting; (ii) at each such meeting, and at any adjournment or postponement thereof, to vote, or to cause the voting of, the Stockholder Shares owned beneficially or of record by such Stockholder in favor of: (1) the approval and adoption of the Merger Agreement; (2) the Merger and the other transactions contemplated by the Merger AgreementTransactions, and (3) without limitation of the preceding clauses (1) and (2), any proposal to adjourn or postpone the Company Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement on the date on which the Company Stockholders’ Meeting is held; and (iii) at each such meeting, and at any adjournment or postponement thereof, to vote, or to cause the voting of, the Stockholder Shares owned beneficially or of record by such Stockholder against: (1) any action, proposal, transaction or agreement that is intended or that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, prevent or delay the consummation of, or otherwise be inconsistent with, the Merger or any of the other transactions contemplated by Transactions or any of the Merger Agreementother agreements related to the Merger, including: (aa) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries Subsidiaries (other than the Merger); (bb) a sale, lease or transfer of any material asset of the Company or any of its subsidiaries Subsidiaries or a reorganization, recapitalization or liquidation of the Company or any of its subsidiariesSubsidiaries; (cc) an election of new members to the Board of Directors of the CompanyCompany Board, other than (x) individuals who are nominated by the Company for election and (y) new nominees to the Company Board of Directors of the Company approved in writing by Parent; (dd) any change in the present capitalization or dividend policy of the Company or any of its subsidiaries Subsidiaries or any amendment or other change to the Company’s certificate of incorporation or bylaws or the organizational documents of any subsidiary Subsidiary of the Company (other than pursuant to the Merger Agreement), except if approved in writing by Parent; or (ee) any other change in the corporate structure or business of the Company or any of its subsidiariesSubsidiaries, except if approved in writing by Parent, (2) any Alternative Transaction Acquisition Proposal and any action required or desirable in furtherance thereof or any other transaction, proposal, agreement or action made in opposition to the adoption of the Merger Agreement or in competition or inconsistent with the Merger and the other transactions contemplated by the Merger AgreementTransactions, (3) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, agreement, representation or warranty of the Company contained in the Merger Agreement or of such Stockholder contained in this Agreement, and (4) any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Article VI of the Merger Agreement not being fulfilled. (b) During the Restricted Period, each Stockholder shall not, and shall cause such Stockholder’s controlled Affiliates affiliates (other than any Excluded Entity) not to, directly or indirectly, (i) initiate, solicit, initiate, propose or knowingly facilitate, induce or encourage any inquiries with respect to, any effort or attempt to submit, or the making of submission of, any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Transaction Proposal Acquisition Proposal, including by way of furnishing any Person or group of Persons other than Parent and Merger Subnon-public information to any Third Party related to any potential Acquisition Proposal, (ii) enter into, continue or otherwise participate or engage in any discussions or negotiations regarding, or furnish to any Person or group of Persons any information with respect tothereto, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction Proposal; (iii) take any action resolve or agree or announce its intention to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute, regulation, restriction or provision of the DGCL, the laws of any other jurisdiction or any other Law, the certificate of incorporation, bylaws, or other organizational or constitutive document or governing instruments of the Company or any of its subsidiaries, inapplicable to any Person (other than Parent and its subsidiaries), or to any transactions constituting or contemplated by an Alternative Transaction Proposal, or (iv) resolve or agree to do any of the foregoing or (iv) direct, instruct, induce or encourage any Excluded Entity to take any activity described in clauses (i) through (iii) (the activities in clauses (i) through (iv), collectively, the “Restricted Activities”); provided, however, that solely to the extent the Company may take any action with respect to a Superior Proposal or an Alternative Transaction Acquisition Proposal that, in accordance with Section 5.2(b) or 5.2(e5.3(b) of the Merger Agreement, the Company Board of Directors of the Company determines to beconstitutes, or to would reasonably be reasonably expected to lead to, a Superior Proposal, a Stockholder who has not breached this Section 1(b) (other than de minimis non-compliance) may, at the Company’s request (and only for so long as the Company permits), engage in Restricted Activities if (and only for so long as) such Restricted Activities are permitted to be taken by the Company pursuant to Section 5.2(b) or 5.2(e5.3(b) of the Merger Agreement; provided, further, however, that, with respect to any Stockholder that is Third Point LLC or any of its Affiliates, such Stockholder may engage in such Restricted Activities only if such Stockholder has given Parent prior written notice thereof thereof; provided, further, that such Stockholder keep Parent reasonably informed of such Restricted Activities prior to or as promptly as practicable after engaging in any such Restricted Activity. Activities. Notwithstanding any provision hereof to the contrary, in no event shall the Company or any of its subsidiaries be considered an affiliate of any Stockholder. The term “Excluded Entity” means (ci) Each Stockholder hereby irrevocably and unconditionally waives, and agrees not to exercise, any rights to seek appraisal the direct or rights indirect portfolio companies of dissent in connection with the Merger Agreement and the Merger, including under Section 262 of the DGCL, that [investment funds advised or managed by] such Stockholder may have with respect to the Stockholder Sharesor its affiliates, (ii) such Stockholder’s Investment Solutions vehicles and managed accounts and Global Credit investment funds, vehicles and hedge funds, or [(iii) any investment fund or vehicle advised by Riverstone Holdings L.L.C., NGP Energy Capital Management, L.L.C. or any of their affiliates].