Common use of Provisions Concerning Company Common Stock Clause in Contracts

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Purchaser in advance, during the term of this Agreement, Stockholder irrevocably agrees to vote (or cause to be voted) the Shares, whether issued, heretofore owned or hereafter acquired, at any meeting of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock: (i) in favor of approving each of the transactions contemplated by the Purchase and Sale Agreement and this Agreement and any actions required in furtherance thereof and hereof (the “Transactions”); and (ii) against the following actions, agreements or transactions (other than the Transactions): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries, (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, (C) (1) any change in a majority of the persons who constitute the Board of Directors of the Company, (2) any change in the present capitalization of the Company or any amendment of the organizational documents of the Company, (3) any other material change in the Company’s corporate structure or business, or (4) any other action which, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), is intended or would reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or adversely affect the Transactions contemplated by this Agreement and the Purchase and Sale Agreement. Stockholder shall not enter into any contract with any Person, the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3.

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Purchaser Parent in advance, during the term of this Agreement, the Stockholder irrevocably agrees to vote (or cause to be voted) the Shares, whether issued, heretofore currently owned or hereafter acquired, at any meeting of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock: (i) in favor of approving the adoption of the Merger Agreement and the approval of the terms thereof, the approval of the Merger and each of the transactions other actions contemplated by the Purchase and Sale Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof (the “Transactions”); and hereof; (ii) against the following actions, agreements or transactions (other than the TransactionsMerger, 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 or any of its subsidiariesSubsidiaries, (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiariesSubsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiariesSubsidiaries, (C) (1) any change in a majority of the persons who constitute the Board of Directors of the CompanyDirectors, (2) any change in the present capitalization of the Company or any amendment of the organizational documents Certificate of the CompanyIncorporation or Bylaws, (3) any other material change in the Company’s corporate structure or business, or (4) any other action which, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), ) is intended or would could reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or adversely affect the Transactions Merger or the other transactions contemplated by this Agreement and the Purchase and Sale Merger Agreement. Stockholder shall not enter into any contract Contract with any Person, the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3.

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Purchaser in advance, Each of the Stockholder and Optionholders hereby agrees that during the term period commencing on the date hereof and continuing until the first to occur of this Agreement, Stockholder irrevocably agrees to vote (the Control Date or cause to be voted) termination of the Shares, whether issued, heretofore owned or hereafter acquiredPurchase Agreement in accordance with its terms, at any meeting of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock: , such Stockholder or Optionholder shall vote (or cause to be voted) the Shares held of record or Beneficially Owned by such Stockholder or Optionholder, whether now owned or hereafter acquired, (i) against any action or agreement that would result in favor a breach in any respect of approving each any covenant, representation or warranty or any other obligation or agreement of the Company under the Purchase Agreement or this Agreement (before giving effect to any materiality or similar qualifications contained therein); and (ii) except as otherwise agreed to in writing in advance by Holdings, against the following actions (other than the transactions contemplated by the Purchase and Sale Agreement and this Agreement and any actions required in furtherance thereof and hereof (the “Transactions”); and (ii) against the following actions, agreements or transactions (other than the TransactionsAgreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries, ; (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, ; (C) (1) any change in a majority of the persons who constitute the Board of Directors of the Company, ; (2) any change in the present capitalization of the Company or any amendment of the organizational documents Company's Memorandum or Articles of the Company, Association; (3) any other material change in the Company’s 's corporate structure or business, ; or (4) any other action whichinvolving the Company or its subsidiaries which is intended, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), is intended or would could reasonably be expected expected, to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or materially adversely affect the Transactions Offer and other transactions contemplated by this Agreement and the Purchase and Sale Agreement. The Stockholder and such Optionholder shall not enter into any contract agreement or understanding with any Person, person or entity the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3.

Provisions Concerning Company Common Stock. (a) Except Each Stockholder hereby agrees that for long as otherwise agreed to this Agreement remains in writing by Purchaser in advance, during the term of this Agreement, Stockholder irrevocably agrees to vote (or cause to be voted) the Shares, whether issued, heretofore owned or hereafter acquiredeffect, at any meeting of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock: , such Stockholder shall appear at the meeting in person or by proxy (or execute any written consent of the holders of Company Common Stock) or otherwise cause the Shares held of record or Beneficially Owned by such Stockholder on the applicable record date to be counted for purposes of establishing a quorum and vote (or cause to be voted), whether issued, heretofore owned or hereafter acquired, (i) in favor of approving the Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof and each of the transactions other actions contemplated by the Purchase and Sale Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof (the “Transactions”); and hereof; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against the following actions, agreements or transactions actions (other than the TransactionsMerger 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 or any of its subsidiaries, ; (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, ; (C) (1) any change in a majority of the persons who constitute the Board board of Directors directors of the Company, ; (2) any change in the present capitalization of the Company or any amendment of the organizational documents Company's Certificate of the Company, Incorporation or Bylaws; (3) any other material change in the Company’s 's corporate structure or business, ; or (4) any other action which, in the case of each of the matters referred to in clauses (C) C (1), (2) or (3), is intended intended, or would could reasonably be expected expected, to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or materially adversely affect the Transactions Merger and the transactions contemplated by this Agreement and the Purchase and Sale Merger Agreement. Such Stockholder shall not enter into any contract agreement or understanding with any Person, person or entity the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3.