Common use of PRE-TERMINATION VOTING AGREEMENT Clause in Contracts

PRE-TERMINATION VOTING AGREEMENT. Shareholder hereby agrees that, prior to the Expiration Date, at any meeting of the shareholders of Hayex, xxwever called, and in any written action by consent of shareholders of Hayex, xxless otherwise directed in writing by Access Beyond, Shareholder shall vote the Subject Shares: (i) in favor of the Merger, the execution and delivery by Hayex xx 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; (ii) against any Acquisition Proposal (other than the Merger) and against any action or agreement that would result in a breach of any covenant or obligation of Hayex xx the Merger Agreement; and (iii) against any other action which is intended, or could reasonably be expected to, materially impede, interfere with, delay, postpone, or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement. Prior to the Expiration Date, Shareholder 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. Shareholder hereby agrees that, prior to the Expiration Date, at any meeting of the shareholders of Hayex, xxwever called, and in any written action by consent of shareholders of Hayex, xxless otherwise directed in writing by Access Beyond, Shareholder shall vote the Subject Shares: (i) in favor of the Merger, the execution and delivery by Hayex xx 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; (ii) against any Acquisition Proposal (other than the Merger) and against any action or agreement that would result in a breach of any covenant or obligation of Hayex xx the Merger Agreement; and (iii) against any other action which is intended, or could reasonably be expected to, materially impede, interfere with, delay, postpone, or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement. Prior to the Expiration Dateearlier to occur of the valid termination of the Merger Agreement or the Effective Time, Shareholder 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. Shareholder hereby agrees that, prior to the Expiration Date, at any meeting of the shareholders of HayexXxxxx, xxwever however called, and in any written action by consent of shareholders of HayexXxxxx, xxless unless otherwise directed in writing by Access Beyond, Shareholder shall vote the Subject Shares: (i) in favor of the Merger, the execution and delivery by Hayex xx Xxxxx 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; (ii) against any Acquisition Proposal (other than the Merger) and against any action or agreement that would result in a breach of any covenant or obligation of Hayex xx Xxxxx in the Merger Agreement; and (iii) against any other action which is intended, or could reasonably be expected to, materially impede, interfere with, delay, postpone, or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement. Prior to the Expiration Date, Shareholder 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. Shareholder hereby agrees that, -------------------------------- prior to the Expiration Date, at any meeting of the shareholders of HayexElekom, xxwever however called, and in any written action by consent of shareholders of HayexElekom, xxless unless otherwise directed in writing by Access BeyondSFI, Shareholder shall vote the Subject Shares: (i) in favor of the Merger, the execution and delivery by Hayex xx Elekom 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; (ii) against any Acquisition Proposal (other than the Merger) and against any action or agreement that would result in a breach of any covenant or obligation of Hayex xx Elekom in the Merger Agreement; and (iii) against any other action which is intended, or could reasonably be expected to, materially impede, interfere with, delay, postpone, or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement. Prior to the Expiration Dateearlier to occur of the valid termination of the Merger Agreement or the Effective Time, Shareholder 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.