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 Parent 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 Common Stock, however called, or in connection with any written consent of the holders of Common Stock: (i) in favor of the adoption of the Merger Agreement and the approval of the terms thereof, the approval of the Merger and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof; and (ii) against any transaction that constitutes an Acquisition Proposal (other than the Merger, and the transactions contemplated by the Merger Agreement). (b) Stockholder shall not enter into any written or oral contract, understanding, agreement or other legally binding instrument or arrangement (a “Contract”) with any Person, the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3. (c) Nothing contained in this Agreement shall in any way restrict or limit the Stockholder from taking (or omitting to take) any action in his or her capacity as a director or officer of the Company or otherwise fulfilling his or her fiduciary obligations as a director or officer of the Company.