Common use of Provisions Concerning Company Common Stock Clause in Contracts

Provisions Concerning Company Common Stock. Each Stockholder hereby agrees with Parent that, during the period commencing on the date hereof and continuing until the first to occur of the Effective Time and termination of the Merger Agreement in accordance with its terms, at any meeting of the Company's stockholders, however called, or in connection with any written consent of the Company's stockholders, such Stockholder shall vote (or, in the case of joint ownership, use all reasonable efforts to cause to be voted) the Shares Beneficially Owned (as defined below) by such Stockholder, whether heretofore owned or hereafter acquired, (i) in favor of approval of the Merger Agreement and any actions required in furtherance thereof 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 (after giving effect to any materiality or similar qualifications contained therein); and (iii) except as otherwise agreed to in writing in advance by Parent, 2 against (x) any takeover proposal (other than the Merger and the transactions contemplated by the Merger Agreement) or (y) any changes in a majority of the persons who constitute the board of directors of the Company. Such Stockholder shall not enter into any agreement or understanding with any person the effect of which would be inconsistent or violative of the provisions and agreements contained in Section 1 or 2 hereof. For purposes of this Agreement, "Beneficially Own" or "Beneficial Ownership" with respect to any securities shall mean a person's having direct ownership of and the right to vote such securities in his or her individual capacity.

Provisions Concerning Company Common Stock. Each Stockholder Subject to the provisions of Section 7, each Shareholder (other than Gold & Appel Transfer, S.A. ("Gold & Appel")) hereby agrees with Parent that, that during the period xxx xeriod commencing on the date hereof dxxx xereof and continuing until the first to occur of the Effective Time and termination of the Merger Agreement in accordance with its terms, at any meeting of the Company's stockholders, however called, or in connection with any written consent holders of the Company's stockholders, such Stockholder shall vote Company Common Stock, (or, in the case of joint ownership, use all reasonable efforts to cause to be voted) the Shares Beneficially Owned (as defined below) by such Stockholder, whether heretofore owned or hereafter acquired, (i) in favor of approval of the Merger Agreement and any actions required in furtherance thereof 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 (after giving effect to any materiality or similar qualifications contained therein); and (iii) except as otherwise agreed to in writing in advance by Parent, 2 against (x1) any takeover proposal (other than the Merger and the transactions contemplated by the Merger Agreement) or (y) any changes 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 Company's Articles of Incorporation or By-Laws; or (3) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or materially adversely affect the Company Merger and the transactions contemplated by this Agreement and the Merger Agreement. Such Stockholder Shareholder shall not enter into any agreement or understanding with any person Person (as defined below) the effect of which would be inconsistent or violative of the provisions and agreements contained in Section 1 or 2 hereof. For purposes of this Agreement, "Beneficially Own" or "Beneficial Ownership" with respect to any securities shall mean a person's having direct ownership "beneficial ownership" of and the right to vote such securities (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), including pursuant to any agreement, arrangement or understanding, whether or not in his or her individual capacity.writing. Without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a Person shall include securities Beneficially Owned by all other Persons with whom such Person would constitute a "group" as within the meanings of Section 13(d)(3)

Provisions Concerning Company Common Stock. Each Stockholder hereby agrees with Parent Access that, during the period commencing on the date hereof and continuing until the first to occur of the Effective Time Closing Date and termination of the Merger Agreement in accordance with its terms, at any meeting of the Company's stockholders, however called, or in connection with any written consent of the Company's stockholders, such Stockholder shall vote (or, in the case of joint ownership, use all reasonable efforts to cause to be voted) the Shares Beneficially Owned (as defined below) by such Stockholder, whether heretofore owned or hereafter acquired, : (i) in favor of approval of the Merger Agreement and any actions required in furtherance thereof 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 (after giving effect to any materiality or similar qualifications contained therein); and (iii) except as otherwise agreed to in writing in advance by ParentAccess, 2 against against: (x) any takeover proposal (other than the Merger and the transactions contemplated by the Merger Agreement) ), or (y) any changes in a majority of the persons who constitute the board of directors of the Company. Such Stockholder shall not enter into any agreement or understanding with any person the effect of which would be inconsistent or violative of the provisions and agreements contained in Section 1 or 2 hereof. For purposes of this Agreement, "Beneficially Own" or "Beneficial Ownership" with respect to any securities shall mean a person's having direct ownership of and the right to vote such securities in his or her individual capacity.

Provisions Concerning Company Common Stock. Each Stockholder Subject to the provisions of Section 7, each Shareholder (other than Gold & Appel Transfer, S.A. ("Gold & Appel")) hereby agrees with Parent that, that during the period xxxxxd commencing on the date hereof xxxxxf and continuing until the first to occur of the Effective Time and termination of the Merger Agreement in accordance with its terms, at any meeting of the Company's stockholders, however called, or in connection with any written consent holders of the Company's stockholders, such Stockholder shall vote Company Common Stock, (or, in the case of joint ownership, use all reasonable efforts to cause to be voted) the Shares Beneficially Owned (as defined below) by such Stockholder, whether heretofore owned or hereafter acquired, (i) in favor of approval of the Merger Agreement and any actions required in furtherance thereof 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 (after giving effect to any materiality or similar qualifications contained therein); and (iii) except as otherwise agreed to in writing in advance by Parent, 2 against (x1) any takeover proposal (other than the Merger and the transactions contemplated by the Merger Agreement) or (y) any changes 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 Company's Articles of Incorporation or By-Laws; or (3) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or materially adversely affect the Company Merger and the transactions contemplated by this Agreement and the Merger Agreement. Such Stockholder Shareholder shall not enter into any agreement or understanding with any person Person (as defined below) the effect of which would be inconsistent or violative of the provisions and agreements contained in Section 1 or 2 hereof. For purposes of this Agreement, "Beneficially Own" or "Beneficial Ownership" with respect to any securities shall mean a person's having direct ownership "beneficial ownership" of and the right to vote such securities (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), including pursuant to any agreement, arrangement or understanding, whether or not in his or her individual capacity.writing. Without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a Person shall include securities Beneficially Owned by all other Persons with whom such Person would constitute a "group" as within the meanings of Section 13(d)(3)

Provisions Concerning Company Common Stock. Each Stockholder hereby agrees with Parent that, that during the period commencing on the date hereof and continuing until the first to occur of the Effective Time and termination of the Merger Agreement in accordance with its terms, at any meeting of the Company's stockholdersholders of Company Common Stock, however called, or in connection with any written consent of the Company's stockholdersholders of Company Common Stock, such Stockholder shall vote (or, in the case of joint ownership, use all reasonable efforts to or cause to be voted) the Shares held of record or Beneficially Owned (as defined below) by such Stockholder, whether heretofore owned or hereafter acquired, (i) in favor of approval of the Merger Agreement and any actions required in furtherance thereof and hereof; approval (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 (after giving effect to any materiality or similar qualifications contained therein); and (iii) except as otherwise agreed to in writing in advance by Parent, 2 against (x1) any takeover proposal (other than the Merger and the transactions contemplated by the Merger Agreement) or (y) any changes 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 Company's Certificate of Incorporation or By-Laws; (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 could reasonably be expected, to impede, interfere with, delay, postpone, or materially adversely affect the Merger and the transactions contemplated by this Agreement and the Merger Agreement. Such Stockholder shall not enter into any agreement or understanding with any person Person (as defined below) the effect of which would be inconsistent or violative of the provisions and agreements contained in Section 1 or 2 hereofherein. For purposes of this Agreement, "Beneficially Own" or "Beneficial Ownership" with respect to any securities shall mean a person's having direct ownership "beneficial ownership" of and the right to vote such securities (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), including pursuant to any agreement, arrangement or understanding, whether or not in his or her individual capacity.writing. Without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a Person shall include securities Beneficially Owned by all other Persons with whom such Person would constitute a "group" as within the meanings of Section 13(d)(3)