Common use of Stockholder Voting Obligations Clause in Contracts

Stockholder Voting Obligations. The Stockholder hereby irrevocably and unconditionally agrees that during the term of this Agreement, at any meeting of the stockholders of the Company, however and whenever called, including any adjournment or postponement thereof, to vote on any matter contemplated by this Agreement and in connection with any action contemplated by this Agreement proposed to be taken by written consent of the stockholders of the Company, the Stockholder shall, in each case to the fullest extent that the Covered Shares are entitled to count as present, vote thereon or consent thereto: (a) appear at each such meeting or otherwise cause the Covered Shares to be counted as present thereat for purposes of calculating a quorum; and (b) (i) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of the Covered Shares, to the extent applicable, in favor of the approval and adoption of the Merger Agreement and the approval of the Mergers and the other Transactions, and any action reasonably requested by Parent in furtherance of the foregoing, including, without limiting any of the foregoing obligations, in favor of any proposal to adjourn or postpone any meeting of the stockholders of the Company at which any of the foregoing matters are submitted for consideration if there are not sufficient votes for approval and adoption of such matters on the date on which the meeting is held to vote upon any of the foregoing matters; and (ii) vote (or cause to be voted), in person or by proxy, all of the Covered Shares against and, with respect to all the Covered Shares, not approve by written consent (A) any action or agreement that would reasonably be expected to result in any of the conditions contained in the Merger Agreement not being fulfilled or satisfied or that would reasonably be expected to result in a breach of any representation, warranty, covenant or agreement of the Company in the Merger Agreement; (B) unless the Stockholder has received the written consent of Parent to the contrary (which consent may be granted or withheld by Parent in Parent’s sole discretion), any Company Alternative Acquisition Agreement, any Company Acquisition Proposal, or any Company Superior Proposal; and (C) unless the Stockholder has received the written consent of Parent to the contrary (which consent may be granted or withheld by Parent in Parent’s sole discretion), any other action, agreement or transaction involving the Company or any of its Subsidiaries that is intended, or would reasonably be expected to, materially impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Mergers, the other Transactions, this Agreement, the performance by the Company of its obligations under the Merger Agreement, or the performance by the Stockholder of the Stockholder’s obligations under this Agreement or to dilute in any material respect the benefits to the Company of the Mergers and the other Transactions.

Stockholder Voting Obligations. The Stockholder hereby irrevocably and unconditionally agrees that during the term of this Agreement, at any meeting of the stockholders of the CompanyParent, however and whenever called, including any adjournment or postponement thereof, to vote on any matter contemplated by this Agreement and in connection with any action contemplated by this Agreement proposed to be taken by written consent of the stockholders of the CompanyParent, the Stockholder shall, in each case to the fullest extent that the Covered Shares are entitled to count as present, vote thereon or consent thereto: (a) appear at each such meeting or otherwise cause the Covered Shares to be counted as present thereat for purposes of calculating a quorum; and (b) (i) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of the Covered Shares, to the extent applicable, in favor of the approval and adoption of the Merger Agreement Parent Charter Amendment, the Parent Share Issuance, and the approval of the Mergers and the other TransactionsParent Option Plan Increase, and any action reasonably requested by Parent the Company in furtherance of the foregoing, including, without limiting any of the foregoing obligations, in favor of any proposal to adjourn or postpone any meeting of the stockholders of the Company Parent at which any of the foregoing matters are submitted for consideration if there are not sufficient votes for approval and adoption of such matters on the date on which the meeting is held to vote upon any of the foregoing matters; and (ii) vote (or cause to be voted), in person or by proxy, all of the Covered Shares against and, with respect to all the Covered Shares, not approve by written consent (A) any action or agreement that would reasonably be expected to result in any of the conditions contained in the Merger Agreement not being fulfilled or satisfied or that would reasonably be expected to result in a breach of any representation, warranty, covenant or agreement of the Company Parent in the Merger Agreement; (B) unless the Stockholder has received the written consent of Parent the Company to the contrary (which consent may be granted or withheld by Parent the Company in Parentthe Company’s sole discretion), any Company Parent Alternative Acquisition Agreement, any Company Parent Acquisition Proposal, Proposal or any Company Parent Superior Proposal; and (C) unless the Stockholder has received the written consent of Parent the Company to the contrary (which consent may be granted or withheld by Parent the Company in Parentthe Company’s sole discretion), any other action, agreement or transaction involving the Company Parent or any of its Subsidiaries that is intended, or would reasonably be expected to, materially impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Mergers, the other Transactions, this Agreement, the performance by the Company Parent of its obligations under the Merger Agreement, or the performance by the Stockholder of the Stockholder’s obligations under this Agreement or to dilute in any material respect the benefits to the Company of the Mergers and the other Transactions.