Common use of PRE-TERMINATION VOTING AGREEMENT Clause in Contracts

PRE-TERMINATION VOTING AGREEMENT. Stockholder hereby agrees that, prior to the Expiration Date, at any meeting of the stockholders of the Company, however called, and in any written action by consent of the stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause the Subject Securities to be voted: (a) in favor of the issuance of shares of Parent Common Stock to the Company Stockholders in the Merger, the Merger, the execution, delivery and performance by the Company of the Merger Agreement and the adoption and approval of the terms thereof and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance hereof and thereof; (b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company; (B) any sale, lease or transfer of substantially all of the assets of the Company; (C) any reorganization, recapitalization, dissolution or liquidation of the Company; (D) any change in a majority of the board of directors of the Company; (E) any amendment to the Company's Certificate of Incorporation or Bylaws; (F) any material change in the capitalization of the Company or the Company's corporate structure; or (G) any other action which is intended to, or would, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Voting Agreement.

PRE-TERMINATION VOTING AGREEMENT. Stockholder hereby agrees that, prior to the Expiration Dateearlier to occur of the valid termination of the Reorganization Agreement or the Effective Time, at any meeting of the stockholders of the Company, however called, and in any written action by consent of the stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause vote the Subject Securities to be votedShares: (ai) in favor of the issuance of shares of Parent Common Stock to the Company Stockholders in the Merger, the Merger, the execution, execution and delivery and performance by the Company of the Merger Reorganization Agreement and the adoption and approval of the terms thereof and in favor of each of the other actions contemplated by the Merger Reorganization Agreement and any action required in furtherance hereof and thereof; (bii) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Reorganization Agreement; and (ciii) against the following actions (other than the Merger and the transactions contemplated by the Merger Reorganization Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (B) any sale, lease or transfer of substantially all a material amount of the assets of the CompanyCompany or any subsidiary of the Company (other than in the ordinary course of business); (C) any reorganization, recapitalization, dissolution or liquidation of the Company or any subsidiary of the Company; (D) any change in a majority of the board of directors of the Company; (E) any amendment to the Company's Certificate certificate of Incorporation or Bylawsincorporation; (F) any material change in the capitalization of the Company or the Company's corporate structure; or (G) any other action which is intended tointended, or wouldcould reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Reorganization Agreement or this Voting Agreement. Prior to the earlier to occur of the valid termination of the Reorganization Agreement or the Effective Time, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause "(i)", "(ii)" or "(iii)" of the preceding sentence.

PRE-TERMINATION VOTING AGREEMENT. Stockholder hereby agrees that, prior to the Expiration Date, at any meeting of the stockholders of the CompanyParent, however called, and in any written action by consent of the stockholders of the CompanyParent, unless otherwise directed in writing by ParentCompany, Stockholder shall cause vote the Subject Securities to be votedShares: (a) in favor of the issuance of shares of Parent Common Stock to the Company Stockholders in the MergerMerger Shares, the Merger, the execution, execution and delivery and performance by the Company Parent of the Merger Reorganization Agreement and the adoption and approval of the terms thereof and in favor of each of the other actions contemplated by the Merger Reorganization Agreement and any action required in furtherance hereof and thereof; (b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company Parent in the Merger Reorganization Agreement; and (c) against the following actions (other than the Merger and the transactions contemplated by the Merger Reorganization Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the CompanyParent or any subsidiary of the Parent; (B) any sale, lease or transfer of substantially all a material amount of the assets of the CompanyParent or any subsidiary of the Parent (other than in the ordinary course of business); (C) any reorganization, recapitalization, dissolution or liquidation of the CompanyParent or any subsidiary of the Parent; (D) any change in a majority of the board of directors of the CompanyParent; (E) any amendment to the CompanyParent's Certificate articles of Incorporation or Bylawsincorporation; (F) any material change in the capitalization of the Company Parent or the CompanyParent's corporate structure; or (G) any other action which is intended tointended, or wouldcould reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Reorganization Agreement or this Voting Agreement. Prior to the Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause "(i)", "(ii)" or "(iii)" of the preceding sentence.

PRE-TERMINATION VOTING AGREEMENT. Stockholder hereby agrees that, prior to the Expiration Dateearlier to occur of the valid termination of the Reorganization Agreement or the Effective Time, at any meeting of the stockholders of the Company, however called, and in any written action by consent of the stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause vote the Subject Securities to be votedShares: (ai) in favor of the issuance of shares of Parent Common Stock to the Company Stockholders in the Merger, the Merger, the execution, execution and delivery and performance by the Company of the Merger Reorganization Agreement and the adoption and approval of the terms thereof and in favor of each of the other actions contemplated by the Merger Reorganization Agreement and any action required in furtherance hereof and thereof; (bii) against any action or agreement that would result in a breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company in under the Merger Reorganization Agreement; and (ciii) except as otherwise agreed to in writing in advance by Parent, against the following actions (other than the Merger and the transactions contemplated by the Merger Reorganization Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (B) any a sale, lease or transfer of substantially all a material amount of the assets of the Company; (C) Company or any subsidiary of the Company or a reorganization, recapitalization, dissolution or liquidation of the Company or any subsidiary of the Company; (DC) (1) any change in a majority of the board of directors of the Company; (E2) any amendment to of the Company's Certificate of Incorporation or BylawsIncorporation; (F3) any other material change in the present capitalization of the Company or any amendment of the Company's corporate structure; or (G4) any other action which is intended tointended, or would, could reasonably be expected to impede, interfere with, delay, postpone, discourage or adversely affect the contemplated economic benefits to Parent of the Merger or any of the other transactions contemplated by the Merger Reorganization Agreement or this Voting Agreement. Stockholder shall not enter to any agreement or understanding with any Person prior to the earlier to occur of the valid termination of the Reorganization Agreement or the Effective Time to vote or give instructions in any manner inconsistent with clause "(i)", "(ii)" or "(iii)" of the preceding sentence.

PRE-TERMINATION VOTING AGREEMENT. Stockholder hereby agrees that, -------------------------------- prior to the Expiration DateEffective Time, at any meeting of the stockholders shareholders of the CompanyVitech, however called, and in any written action by consent of the stockholders shareholders of the CompanyVitech, unless otherwise directed in writing by ParentGateway, Stockholder shall cause vote the Subject Securities to be votedShares: (ai) in favor of the issuance of shares of Parent Common Stock to Loan Agreement, the Company Stockholders Loan (as defined in the Merger---- Loan Agreement), the MergerNote, the execution, delivery and performance by the Company terms of conversion of the Merger Agreement Note into Common Stock, the Additional Transactions, the execution and delivery by Vitech of any agreements necessary to implement any of the foregoing and the adoption and approval of the terms thereof and in favor of each of the other actions contemplated by the Merger Loan Agreement and any action required in furtherance hereof and or thereof; (bii) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company Vitech in the Merger Loan Agreement; and; (ciii) against the following actions (other than the Merger and the transactions contemplated by the Merger Loan Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the CompanyVitech or any subsidiary of Vitech; (B) any sale, lease or transfer of substantially all a material amount of the assets of the CompanyVitech or any subsidiary of Vitech; (C) any reorganization, recapitalization, dissolution or liquidation of the CompanyVitech or any subsidiary of Vitech; (D) any change in a majority of the board of directors of the CompanyVitech; (E) any amendment to the CompanyVitech's Certificate articles of Incorporation or Bylawsincorporation; (F) any material change in the capitalization of the Company Vitech or the CompanyVitech's corporate structure; or (G) any other action which is intended tointended, or wouldcould reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger contemplated economic benefits to Gateway of the Loan Agreement, the Note, the Additional Transactions or any of the other transactions contemplated by the Merger Loan Agreement or this Voting Agreement; and (iv) notwithstanding the foregoing, Stockholder shall not be required to vote the Subject Shares in favor of any proposal submitted to Vitech's shareholders in the event that such proposal does not materially conform to the terms described in Section 9.04(a) of the Loan Agreement or the terms set forth in the term sheet attached as Exhibit H to the Loan Agreement (as applicable). Prior to the Effective Time, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause "(i)", "(ii)" or "(iii)" of the preceding sentence.