Common use of Stockholder Vote Clause in Contracts

Stockholder Vote. The Stockholder agrees that, unless this Agreement has been terminated in accordance with its terms, (a) at such time as the Company conducts a meeting of or otherwise seeks a vote or consent of its stockholders for the purpose of approving and adopting the Merger Agreement and the Merger and/or the Company Charter Amendment, it will vote or provide a consent with respect to and will cause its controlled Affiliates to vote or provide a consent with respect to, as the case may be, all Subject Shares then Beneficially Owned by the Stockholder or its controlled Affiliates in favor of the Merger Agreement and the Merger and/or the Company Charter Amendment (as applicable) and (b) it will (at any meeting of stockholders) vote its Subject Shares against, and it will not consent to, and will cause its controlled Affiliates to vote against and not to consent to, any Prohibited Transaction. Without limiting the foregoing, it is understood that the obligations under this Section 2 shall remain applicable in respect of each meeting of stockholders of the Company duly called (or solicitation of consents) for the purpose of approving the Merger Agreement and the Merger and/or the Company Charter Amendment and/or any Prohibited Transaction regardless of the position of the Company's board of directors as to the Merger or any such Prohibited Transaction at the time of such meeting or solicitation.

Stockholder Vote. The Each Stockholder agrees thatagrees, severally and not jointly, that unless this Agreement has been terminated in accordance with its terms, (a) at such time as the Company Parent conducts a meeting of or otherwise seeks a vote or consent of its stockholders for the purpose of approving and adopting the Merger Agreement and the Merger Parent Share Issuance and/or the Company Parent Charter Amendment, Amendment it will vote or provide a consent with respect to and will cause its controlled Affiliates to vote or provide a consent with respect to, as the case may be, all Subject Shares then Beneficially Owned by the such Stockholder or its controlled Affiliates in favor of the Merger Agreement and the Merger Parent Share Issuance and/or the Company Parent Charter Amendment (as applicable) and (b) it will (at any meeting of stockholders) vote its Subject Shares against, and it will not consent to, and will cause its controlled Affiliates to vote against and not to consent to, any Prohibited Transaction. Without limiting the foregoing, it is understood that the obligations under this Section 2 shall remain applicable in respect of each meeting of stockholders of the Company Parent duly called (or solicitation of consents) for the purpose of approving the Merger Agreement and the Merger Parent Share Issuance and/or the Company Parent Charter Amendment and/or any Prohibited Transaction regardless of the position of the CompanyParent's board of directors as to the Merger or any such Prohibited Transaction Parent Share Issuance and/or the Parent Charter Amendment at the time of such meeting or solicitation.

Stockholder Vote. The Stockholder Each Stockholder, severally and not jointly, agrees that, unless this Agreement has been terminated in accordance with its terms, (a) at such time as the Company conducts a meeting of or otherwise seeks a vote or consent of its stockholders for the purpose of approving and adopting the Merger Agreement and the Merger and/or the Company Charter Amendment, it will vote or provide a consent with respect to and will cause its controlled Affiliates to vote or provide a consent with respect to, as the case may be, all Subject Shares then Beneficially Owned by the such Stockholder or its controlled Affiliates in favor of the Merger Agreement and the Merger and/or the Company Charter Amendment (as applicable) and (b) it will (at any meeting of stockholders) vote its Subject Shares against, and it will not consent to, and will cause its controlled Affiliates to vote against and not to consent to, any Prohibited Transaction. Without limiting the foregoing, it is understood that the obligations under this Section 2 shall remain applicable in respect of each meeting of stockholders of the Company duly called (or solicitation of consents) for the purpose of approving the Merger Agreement and the Merger and/or the Company Charter Amendment and/or any Prohibited Transaction regardless of the position of the Company's board of directors as to the Merger or any such Prohibited Transaction at the time of such meeting or solicitation.