Common use of Stockholder Agreement Clause in Contracts

Stockholder Agreement. The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date: (i) at any meeting of stockholders of the Company, however called, and at every adjournment or postponement thereof, the Stockholder shall (A) appear at the meeting, or otherwise cause all shares of Company Common Stock Owned by the Stockholder to be counted as present thereat for purposes of establishing a quorum, (B) vote or cause all shares of Company Common Stock Owned by the Stockholder to be voted in favor of the approval and adoption of the Merger Agreement and the approval of the Merger and (C) vote or cause all shares of Company Common Stock Owned by the Stockholder to be voted, against (1) any Acquisition Proposal (other than one by Parent or Merger Subsidiary) and (2) any amendment of the Company’s Certificate of Incorporation or Bylaws or other proposal, action or transaction involving the Company or any of its subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or to deprive Parent or Merger Subsidiary of any material portion of the benefits anticipated by Parent or Merger Subsidiary to be received from the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement, or change in any manner the voting rights of Company Common Stock presented to the stockholders of the Company or in respect of which vote or consent of the stockholders is requested or sought, unless such transaction has been approved in advance by Parent or Merger Subsidiary; and (ii) in the event written consents are solicited or otherwise sought from stockholders of the Company with respect to the approval or adoption of the Merger Agreement or with respect to the approval of the Merger, the Stockholder shall cause to be validly executed, with respect to all shares of Company Common Stock Owned by the Stockholder as of the record date fixed for the consent to the proposed action, a written consent or written consents to such proposed action.

Stockholder Agreement. The Stockholder agrees thatAgreement provides that each Selling Stockholder will tender in the Offer, during and the period from Purchaser will purchase, all Shares beneficially owned by such Selling Stockholder (the date 'Subject Shares'), at a price per Share equal to the Offer Price. Such obligations regarding the Subject Shares are subject to the prior satisfaction or waiver of this Agreement (1) the Purchaser having accepted Shares for payment under the terms of the Offer, (2) the Minimum Condition having been satisfied, (3) all regulatory approvals required by any applicable law, rule or regulation having been obtained and being final, and (4) there shall exist no preliminary or permanent injunction, or any other order by any court of competent jurisdiction, restricting, preventing or prohibiting either the purchase or the delivery of Subject Shares. Each of the Selling Stockholders has agreed, until the Expiration Date: Merger Agreement has terminated, among other things, not to: (i1) sell, transfer, give, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement with respect to the sale, transfer, pledge, assignment or other disposition of, the Subject Shares owned by such Selling Stockholder other than pursuant to the terms of the Offer or the Merger or (2) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection with, directly or indirectly, any takeover proposal. Each of the Selling Stockholders has also agreed until the Stockholder Agreement has terminated (and the Stockholder Agreement includes an irrevocable proxy provision for the benefit of the Purchaser with respect to the Shares subject to the Stockholder Agreement owned by each Selling Stockholder), (1) to vote the Subject Shares at any meeting of stockholders of the CompanyCompany called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, however calledconsent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is sought, and at every adjournment or postponement thereof, the Stockholder shall (A) appear at the meeting, or otherwise cause all shares of Company Common Stock Owned by the Stockholder to be counted as present thereat for purposes of establishing a quorum, (B) vote or cause all shares of Company Common Stock Owned by the Stockholder to be voted in favor of the approval and Merger, the adoption by the Company of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement; and (C2) to vote such Shares at any meeting of stockholders of the Company or cause all shares of Company Common Stock Owned by the Stockholder to be votedat any adjournment thereof or in any other circumstances upon which a Selling Stockholder's vote, consent or other approval is sought, against (1x) any Acquisition Proposal Alternative Transaction, (other than one by Parent or Merger Subsidiary) and (2y) any amendment of the Company’s Certificate 's articles of Incorporation organization or Bylaws by-laws or other proposal, action proposal or transaction involving the Company or any of its subsidiaries or any of its stockholdersCompany, which amendment or other proposal, action proposal or transaction could would be reasonably be expected likely to impede, frustrate, prevent or materially impede or delay nullify the consummation of the OfferMerger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or this Agreement or to deprive Parent or Merger Subsidiary of any material portion of the benefits anticipated by Parent or Merger Subsidiary to be received from the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement, or change in any manner the voting rights of Company Common Stock presented to the stockholders each class of the Company's common stock or (z) any action that would cause the Company to breach any representation, warranty or in respect of which vote or consent of the stockholders is requested or sought, unless such transaction has been approved in advance by Parent or Merger Subsidiary; and (ii) covenant contained in the event written consents are solicited or otherwise sought from stockholders of the Company with respect to the approval or adoption of the Merger Agreement or with respect to the approval of the Merger, the Stockholder shall cause to be validly executed, with respect to all shares of Company Common Stock Owned by the Stockholder as of the record date fixed for the consent to the proposed action, a written consent or written consents to such proposed actionAgreement.

Stockholder Agreement. The Stockholder agrees that, during the period from the date of this Stockholder Agreement until through the Expiration Date: (i) at any meeting of stockholders of the Company, however called, and at every adjournment or postponement thereof, the Stockholder shall (Ai) appear at the meeting, or otherwise cause all shares of Company Common Stock Owned by the Stockholder Stockholder, to be counted as present thereat for purposes of establishing a quorum, (Bii) vote or cause all shares of Company Common Stock Owned by the Stockholder to be voted in favor of the approval and adoption of the Merger Agreement and the approval of the Merger and (Ciii) vote or cause all shares of Company Common Stock Owned by the Stockholder to be voted, against (1A) any Acquisition Takeover Proposal (other than one by Parent or Merger SubsidiarySub) and (2B) any amendment of the Company’s Certificate 's Articles of Incorporation or Bylaws or other proposal, action or transaction involving the Company or any of its subsidiaries Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction that could reasonably be expected to prevent or materially impede or delay the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or to deprive Parent or Merger Subsidiary of any material portion of the benefits anticipated by Parent or Merger Subsidiary to be received from the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement, or change in any manner the voting rights of Company Common Stock presented to the stockholders of the Company (regardless of any recommendation of the Board of Directors of the Company) or in respect of which vote or consent of the stockholders is requested or sought, unless such transaction has been approved in advance by Parent or Merger Subsidiary; andSub; (ii) in the event written consents are solicited or otherwise sought from stockholders of the Company with respect to the approval or adoption of the Merger Agreement or with respect to the approval of the Merger, the Stockholder shall cause to be validly executed, with respect to all shares of Company Common Stock Owned by the Stockholder as of the record date fixed for the consent to the proposed action, a written consent or written consents to such proposed action; and (iii) subject to the right of such Stockholder to make Permitted Transfers, such Stockholder shall tender all shares of Company Common Stock Owned by Stockholder as of the date of the commencement of the Offer into the Offer as promptly as practicable, and in no event later than the twentieth business day, following the commencement by Merger Sub of the Offer pursuant to Section 1.1 of the Merger Agreement, and such Stockholder shall not withdraw any shares so tendered unless the Offer is terminated or has expired without Merger Sub or Parent purchasing all shares of common stock of the Company validly tendered in the Offer and not withdrawn. (iv) At or before the Effective Time, Stockholder agrees to take all reasonable efforts to effect the transfer to Parent of his one appointor share relating to XxxXxxx.xxx Pty. Limited.

Stockholder Agreement. Holder acknowledges receipt of a copy of that certain Fourth Amended and Restated Stockholders Agreement dated as of July 8, 2003, among the Company and the stockholders named therein (as amended from time to time, the “Stockholders Agreement”). Holder and the Company agree that upon the purchase of Warrant Stock upon exercise or conversion pursuant to this Warrant, said Warrant Stock shall be subject to the terms of the Stockholders Agreement (including without limitation, certain transfer and voting restrictions) and the Holder shall be bound by, and receive the benefit of, the terms of the Stockholders Agreement in the same manner as the other stockholders that have entered into such Agreement. The Stockholder Holder agrees, upon such exercise or conversion, if required by the Company, to enter into a supplemental agreement with the Company and the stockholders party to the Stockholders Agreement agreeing to be bound by and receive the benefit of such terms of the Stockholders Agreement. For the avoidance of doubt, however, until such time as this Warrant is exercised or converted, Holder’s rights and obligations (including without limitation, as to transfer), shall be governed solely by this Warrant. The provisions set forth for the Stockholders Agreement relating to the above in effect as of the Issue Date may not be amended, modified or waived, without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Warrant Stock in exactly the same manner as such amendment, modification or waiver affects the rights associated with all other shares of the same series and class as the Warrant Stock. Holder hereby acknowledges and agrees that, during upon the period from consummation of the Merger, this Section 3.5 shall be null and void and Holder shall, instead, upon the exercise or conversion of this Warrant, have the rights and obligations of a holder of Calix common stock set forth in Calix’s Stockholder’s Agreement to be dated as of the date of this Agreement until the Expiration Date: Merger (ithe “Calix Stockholder Agreement”) at any meeting of stockholders and, subject to the limitations set forth in Section 3.3 above with respect to the Calix Investor’s Rights Agreement, the Preferred Stock Agreements to be dated as of the Company, however called, and at every adjournment or postponement thereof, the Stockholder shall (A) appear at the meeting, or otherwise cause all shares of Company Common Stock Owned by the Stockholder to be counted as present thereat for purposes of establishing a quorum, (B) vote or cause all shares of Company Common Stock Owned by the Stockholder to be voted in favor of the approval and adoption of the Merger Agreement and the approval date of the Merger and (C) vote or cause all shares of Company that such Calix Common Stock Owned by issuable upon exercise or conversion of this Warrant shall have the Stockholder to be votedrights, against (1) any Acquisition Proposal (other than one by Parent or Merger Subsidiary) preferences and (2) any amendment of the Companyprivileges set forth in Calix’s Tenth Amended and Restated Certificate of Incorporation Incorporation. The Holder agrees, upon exercise or Bylaws or other proposal, action or transaction involving the Company or any conversion of its subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or to deprive Parent or Merger Subsidiary of any material portion of the benefits anticipated by Parent or Merger Subsidiary to be received from the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement, or change in any manner the voting rights of Company Common Stock presented to the stockholders of the Company or in respect of which vote or consent of the stockholders is requested or sought, unless such transaction has been approved in advance by Parent or Merger Subsidiary; and (ii) in the event written consents are solicited or otherwise sought from stockholders of the Company with respect to the approval or adoption of the Merger Agreement or with respect to the approval of Warrant following the Merger, if required by Calix, to enter into a supplemental agreement with Calix and the stockholders party to the Calix Stockholder shall cause Agreement and the Preferred Stock Agreements (subject to the limitations set forth in Section 3.3 above) agreeing to be validly executed, with respect to all shares of Company Common Stock Owned bound by the Stockholder as terms of the record date fixed for the consent to the proposed action, a written consent or written consents to such proposed actionagreements.

Stockholder Agreement. The Xxxx and the Remaining Shareholders agree to --------------------- execute a stockholder agreement in the form attached hereto as Exhibit "F" (the "Stockholder agrees thatAgreement") pursuant to which ZiLOG and/or its nominee shall be given the right to vote any shares in Qualcore outstanding in a manner which will give ZiLOG's nominees at least one director on the Board of Directors of Qualcore. In addition, during Xxxx and the period from Remaining Shareholders agree that the date Certificate of this Agreement until Incorporation and the Expiration Date: Bylaws of Qualcore will be amended, as provided in Exhibit "G" and "H", respectively, to provide that certain major decisions made prior to June 30, 2001, set forth in such Certificate and Bylaws require the agreement of ZiLOG's designated director in Qualcore and/or require the approval of eighty-five percent (i85%) at any meeting of stockholders of the Company, however called, issued and at every adjournment or postponement thereof, the Stockholder shall (A) appear at the meeting, or otherwise cause all outstanding shares of Company Common Stock Owned by the Stockholder stock in Qualcore in order for such decisions to be counted as present thereat for purposes effective. These provisions shall expire by their terms on June 30, 2001. Notwithstanding the foregoing and any provision in the Restated Certificate of establishing a quorumIncorporation, (B) ZiLOG agrees that it will vote or cause all its shares of Company Common Stock Owned by the Stockholder and direct its designated director to be voted vote in favor of any stock plan or issuance for the approval and adoption benefit of the Merger Agreement and the approval employees of the Merger and Qualcore and/or its subsidiaries in an amount not to exceed Nine Hundred Thousand (C900,000) vote or cause all shares of Company Common Stock Owned by stock, as long as the Stockholder plan requires that any person receiving grants of stock or grants of stock options to, as a condition to receiving such grant, execute such agreement or agreements specifically agreeing to be votedtreated as a Remaining Shareholder hereunder, against (1) any Acquisition Proposal (other than one by Parent or Merger Subsidiary) with all rights, restrictions and (2) any amendment obligations of the Company’s Certificate of Incorporation or Bylaws or other proposala Remaining Shareholder hereunder including, action or transaction involving the Company or any of its subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Offerwithout limitation, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or obligation to deprive Parent or Merger Subsidiary of any material portion of the benefits anticipated by Parent or Merger Subsidiary execute all agreements required to be executed by all Remaining Shareholders hereunder, and shall be required to assign such option and/or pledge any shares received from the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement, or change in any manner the voting rights of Company Common Stock presented to the stockholders of the Company or in respect of which vote or consent of the stockholders is requested or sought, unless such transaction has been approved in advance by Parent or Merger Subsidiary; and (ii) in the event written consents are solicited or otherwise sought from stockholders of the Company with respect to the approval or adoption of the Merger Agreement or with respect to the approval of the Merger, the Stockholder shall cause to be validly executed, with respect to all shares of Company Common Stock Owned by the Stockholder ZiLOG as of the record date fixed security for the consent to option granted hereunder, and such other agreements such that ZiLOG will have the proposed action, a written consent or written consents to same rights against such proposed actionemployees as it has against any and all other Remaining Shareholders.

Stockholder Agreement. The Stockholder agrees that, during the period from the date of this Stockholder Agreement until through the Expiration Date: (i) at any meeting of stockholders of the Company, however called, and at every adjournment or postponement thereof, the Stockholder shall (Ai) appear at the meeting, or otherwise cause all shares of Company Common Stock Owned by the Stockholder Stockholder, to be counted as present thereat for purposes of establishing a quorum, (Bii) vote or cause all shares of Company Common Stock Owned by the Stockholder to be voted in favor of the approval and adoption of the Merger Agreement and the approval of the Merger and (Ciii) vote or cause all shares of Company Common Stock Owned by the Stockholder to be voted, against (1A) any Acquisition Takeover Proposal (other than one by Parent or Merger SubsidiarySub) and (2B) any amendment of the Company’s Certificate 's Articles of Incorporation or Bylaws or other proposal, action or transaction involving the Company or any of its subsidiaries Subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction that could reasonably be expected to prevent or materially impede or delay the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or to deprive Parent or Merger Subsidiary of any material portion of the benefits anticipated by Parent or Merger Subsidiary to be received from the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement, or change in any manner the voting rights of Company Common Stock presented to the stockholders of the Company (regardless of any recommendation of the Board of Directors of the Company) or in respect of which vote or consent of the stockholders is requested or sought, unless such transaction has been approved in advance by Parent or Merger Subsidiary; andSub; (ii) in the event written consents are solicited or otherwise sought from stockholders of the Company with respect to the approval or adoption of the Merger Agreement or with respect to the approval of the Merger, the Stockholder shall cause to be validly executed, with respect to all shares of Company Common Stock Owned by the Stockholder as of the record date fixed for the consent to the proposed action, a written consent or written consents to such proposed action; and (iii) subject to the right of such Stockholder to make Permitted Transfers, such Stockholder shall tender all shares of Company Common Stock Owned by Stockholder as of the date of the commencement of the Offer into the Offer as promptly as practicable, and in no event later than the twentieth business day, following the commencement by Merger Sub of the Offer pursuant to Section 1.1 of the Merger Agreement, and such Stockholder shall not withdraw any shares so tendered unless the Offer is terminated or has expired without Merger Sub or Parent purchasing all shares of common stock of the Company validly tendered in the Offer and not withdrawn. (iv) At or before the Effective Time, Stockholder agrees to take all reasonable efforts to effect the transfer to Parent of his one appointor share relating to HotJobx.xxx Xxx. Limited.

Stockholder Agreement. All of the Sellers and Xxxxx Palm Svaneeng Xxxxx, on his own behalf and on behalf of Stratega ApS and StrategaBiz ApS (collectively, the “Participating Stockholders”), shall enter into a Stockholder’s Agreement substantially as set forth as Exhibit B (the “Stockholder Agreement”). The Stockholder agrees thatAgreement shall provide, during amongst other things, the following: The officers and directors set forth in Section 7.02 shall server for the term set forth therein; No new shares, warrants or options in the Buyer may be issued within the first twelve (12) months following the Closing Date without the prior written consent of Xxxxx Palm Svaneeng Xxxxx; The Buyer shall change its name from StrategaBiz, Inc. to CryptoSign Corporation and maintain such name for a period from of no less than twenty four (24) months following the date of this Agreement until Closing Date unless approved by Xxxxx Palm Svaneeng Xxxxx or such name change is required in connection with the Expiration Date: (i) at any meeting of stockholders sale of the CompanyBuyer; For a period of no less than twelve (12) months following the Closing Date, however calledOle Sigetty and Buyer’s United States legal counsel of Xxxxxx Xxxxxxx Xxxxxxxxx, LLP shall be consulted regarding all legal matters of Buyer and shall approve all filings and public announcements made by Buyer or any of the Acquired Companies; and Only Xx. Xxxxxx Xxxxxxx Xxx Xxxxxxxx and/or Mr. Xxxxx Palm Svaneeng Xxxxx may speak to and make comments regarding the Buyer and the Acquired Companies (see Stockholder Agreement) or anything related to the company. No shares registered under the Stockholder Agreement set forth as Exhibit B may be moved to parties not signing the Stockholder Agreement as set forth in this section, independent of the share transfer being approved by the board of directors and Xxxxx Palm Svaneeng Xxxxx, and at every adjournment or postponement thereofthe receipt of a signed Stockholder Agreement shall be acknowledged in writing as received by the company, Henrik Andreas Xxx Xxxxxxxx and Xxxxx Palm Svaneeng Xxxxx before the Stockholder shall (A) appear at the meeting, or otherwise cause all change of ownership of any shares of Company Common Stock Owned covered by the Stockholder to be counted as present thereat for purposes of establishing a quorum, (B) vote or cause all shares of Company Common Stock Owned by the Stockholder to be voted in favor of the approval and adoption of the Merger Agreement and the approval of the Merger and (C) vote or cause all shares of Company Common Stock Owned by the Stockholder to be voted, against (1) any Acquisition Proposal (other than one by Parent or Merger Subsidiary) and (2) any amendment of the Company’s Certificate of Incorporation or Bylaws or other proposal, action or transaction involving the Company or any of within its subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or to deprive Parent or Merger Subsidiary of any material portion of the benefits anticipated by Parent or Merger Subsidiary to be received from the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement, or change in any manner the voting rights of Company Common Stock presented to the stockholders of the Company or in respect of which vote or consent of the stockholders is requested or sought, unless such transaction has been approved in advance by Parent or Merger Subsidiary; and (ii) in the event written consents are solicited or otherwise sought from stockholders of the Company with respect to the approval or adoption of the Merger Agreement or with respect to the approval of the Merger, the Stockholder shall cause to be validly executed, with respect to all shares of Company Common Stock Owned by the Stockholder as of the record date fixed for the consent to the proposed action, a written consent or written consents to such proposed action12-month duration can take place.

Stockholder Agreement. Holder acknowledges receipt of a copy of that certain Fourth Amended and Restated Stockholders Agreement dated as of July 8, 2003, among the Company and the stockholders named therein (as amended from time to time, the “Stockholders Agreement”). Holder and the Company agree that upon the purchase of Warrant Stock upon exercise or conversion pursuant to this Warrant, said Warrant Stock shall be subject to the terms of the Stockholders Agreement (including without limitation, certain transfer and voting restrictions) and the Holder shall be bound by, and receive the benefit of, the terms of the Stockholders Agreement in the same manner as the other stockholders that have entered into such Agreement. The Stockholder Holder agrees, upon such exercise or conversion, if required by the Company, to enter into a supplemental agreement with the Company and the stockholders party to the Stockholders Agreement agreeing to be bound by and receive the benefit of such terms of the Stockholders Agreement. For the avoidance of doubt, however, until such time as this Warrant is exercised or converted, Holder’s rights and obligations (including without limitation, as to transfer), shall be governed solely by this Warrant. The provisions set forth for the Stockholders Agreement relating to the above in effect as of the Issue Date may not be amended, modified or waived, without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Warrant Stock in exactly the same manner as such amendment, modification or waiver affects the rights associated with all other shares of the same series and class as the Warrant Stock. Holder hereby acknowledges and agrees that, during upon the period from consummation of the Merger, this Section 3.6 shall be null and void and Holder shall, instead, upon the exercise of this Warrant, become party to Calix’s Stockholder’s Agreement to be dated as of the date of this Agreement until the Expiration Date: Merger (ithe “Calix Stockholder Agreement”) at any meeting of stockholders and, subject to the limitations set forth in Section 3.3 above with respect to the Calix Investor’s Rights Agreement, the Preferred Stock Agreements to be dated as of the Company, however called, and at every adjournment or postponement thereof, the Stockholder shall (A) appear at the meeting, or otherwise cause all shares of Company Common Stock Owned by the Stockholder to be counted as present thereat for purposes of establishing a quorum, (B) vote or cause all shares of Company Common Stock Owned by the Stockholder to be voted in favor of the approval and adoption of the Merger Agreement and the approval date of the Merger and (C) vote or cause all shares that such Calix Series H Preferred Stock issuable upon exercise of Company Common Stock Owned by this Warrant shall have the Stockholder to be votedrights, against (1) any Acquisition Proposal (other than one by Parent or Merger Subsidiary) preferences and (2) any amendment of the Companyprivileges set forth in Calix’s Tenth Amended and Restated Certificate of Incorporation Incorporation. The Holder agrees, upon exercise or Bylaws or other proposal, action or transaction involving the Company or any of its subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or to deprive Parent or Merger Subsidiary of any material portion of the benefits anticipated by Parent or Merger Subsidiary to be received from the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement, or change in any manner the voting rights of Company Common Stock presented to the stockholders of the Company or in respect of which vote or consent of the stockholders is requested or sought, unless such transaction has been approved in advance by Parent or Merger Subsidiary; and (ii) in the event written consents are solicited or otherwise sought from stockholders of the Company with respect to the approval or adoption of the Merger Agreement or with respect to the approval of conversion following the Merger, if required by Calix, to enter into a supplemental agreement with Calix and the stockholders party to the Calix Stockholder shall cause Agreement and the Preferred Stock Agreements (subject to the limitations set forth in Section 3.3 above) agreeing to be validly executed, with respect to all shares of Company Common Stock Owned bound by the Stockholder as terms of the record date fixed for the consent to the proposed action, a written consent or written consents to such proposed actionagreements.

Stockholder Agreement. The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date: (i) at any meeting of stockholders of the Company, however called, and at every adjournment or postponement thereof, the Stockholder shall (A) appear at the meeting, or otherwise cause all shares of Company Common Stock Owned by the Stockholder to be counted as present thereat for purposes of establishing a quorum, (B) vote or cause all shares of Company Common Stock Owned by the Stockholder to be voted in favor of the approval and adoption of the Merger Agreement and the approval of the Merger and (C) vote or cause all shares of Company Common Stock Owned by the Stockholder to be voted, against (1) any Acquisition Proposal (other than one by Parent or Merger Subsidiary) and (2) any amendment of the Company’s 's Certificate of Incorporation or Bylaws or other proposal, action or transaction involving the Company or any of its subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or to deprive Parent or Merger Subsidiary of any material portion of the benefits anticipated by Parent or Merger Subsidiary to be received from the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement, or change in any manner the voting rights of Company Common Stock presented to the stockholders of the Company or in respect of which vote or consent of the stockholders is requested or sought, unless such transaction has been approved in advance by Parent or Merger Subsidiary; and (ii) in the event written consents are solicited or otherwise sought from stockholders of the Company with respect to the approval or adoption of the Merger Agreement or with respect to the approval of the Merger, the Stockholder shall cause to be validly executed, with respect to all shares of Company Common Stock Owned by the Stockholder as of the record date fixed for the consent to the proposed action, a written consent or written consents to such proposed action.