Common use of The Purchaser's Voting Obligations Clause in Contracts

The Purchaser's Voting Obligations. (a) The Purchaser shall take such action as may be required so that all shares of Voting Stock Beneficially Owned by the Purchaser are voted for or cast in favor of: (i) during the Standstill Period, nominees to the Board of Directors of the Company in accordance with this Agreement and the joint recommendations of management of the Company and a majority of the Disinterested Directors, (ii) increases in the authorized capital stock of the Company and amendments to stock option plans and employee stock purchase plans, in each case approved by the Company's Board of Directors, and (iii) all matters approved by a majority of the Purchaser's Directors whether such matters are submitted to a vote, action by written consent or other approval of the holders of Voting Stock of the Company. (b) Unless otherwise approved by a majority of the Disinterested Directors, during the Standstill Period, on all matters submitted to the vote, written consent or approval of the holders of Voting Stock other than those matters set forth in clauses (i), (ii) or (iii) of paragraph (a) above, the Purchaser shall take such action as may be required so that all Shares of Voting Stock Beneficially Owned by the Purchaser which are in excess of the number of Shares representing the Purchaser Pro Rata Voting Threshold are voted or cast on all matters submitted to a vote, consent or other approval of the shareholders of the Company on each such matter in the same proportion as the votes cast by the Voting Stock held by the Disinterested Shareholders with respect to such matters. (c) Except as set forth in paragraphs (a) and (b) above, and in Section 3.2(c) below, nothing in this Agreement shall preclude the Purchaser from voting shares of Voting Stock which it Beneficially Owns in such manner as the Purchaser determines, in its sole discretion, on any matter presented to the holders of Voting Stock for a vote, consent or other approval; provided, however, that, in no event shall the Purchaser exercise dissenter's rights under applicable law in connection with any merger, consolidation or other reorganization which is approved by the Company's Board of Directors and which is intended to qualify for pooling-of-interests accounting treatment (to be reflected in a comfort letter from a nationally recognized accounting firm in customary form) and in connection with any such pooling-of-interests transaction, Purchaser hereby covenants to enter into a standard affiliate lock-up agreement if requested by the Company, regardless of the manner in which the Purchaser may have voted or cast Shares of Voting Stock Beneficially Owned by the Purchaser with respect to such transaction. (d) So long as the Purchaser Beneficially Owns at least 10% of the Total Current Voting Power, the Purchaser, as the holder of Shares (or, if applicable, any Purchaser Controlled Corporation), shall be present, in person or by proxy, at all meetings of shareholders of the Company so that all shares of Voting Stock held by the Purchaser (or such Purchaser Controlled Corporation) may be counted for purposes of determining the presence of a quorum at such meetings.

The Purchaser's Voting Obligations. (a) The During the Standstill Period, Purchaser shall take such action as may be required so that all shares of Voting Stock Beneficially Owned by the Purchaser are (and shall cause any Voting Stock Beneficially Owned by a Purchaser Controlled Entity and shall use commercially reasonable efforts to cause any Voting Stock Beneficially Owned by an Affiliate of Purchaser or any 13D Group of which Purchaser or any Affiliate of Purchaser is a party) is voted for or cast in favor of: the same manner and proportion as the votes cast by the holders of Voting Stock other than Purchaser, any Purchaser Controlled Entity, any Affiliate of Purchaser and any 13D Group of which Purchaser or any Affiliates of Purchaser is a party, with respect to (i) during the Standstill Period, nominees to the Board of Directors of the Company in accordance with this Agreement Company, and the joint recommendations (ii) any proposal of management a stockholder of the Company and a majority of to amend or rescind the Disinterested Directors, (ii) increases in the authorized capital stock of the Company and amendments to stock option plans and employee stock purchase plans, in each case approved by the Company's Board of Directors, and (iii) all matters approved by a majority of the Purchaser's Directors whether such matters are submitted to a vote, action by written consent Rights Plan or other approval of the holders of Voting Stock of the Companythis Agreement. (b) Unless otherwise approved by a majority of the Disinterested Directors, during During the Standstill Period, on Purchaser, as a holder of Voting Stock, shall be present, in person or by proxy, (and shall cause any Purchaser Controlled Entity holding Voting Stock to be so present and shall use commercially reasonable efforts to cause its Affiliates holding Voting Stock and any 13D Group of which Purchaser or any Affiliate of Purchaser is a party and which holds Voting Stock to be so present) at all matters submitted to the vote, written consent or approval meetings of stockholders of the holders of Voting Stock other than those matters set forth in clauses (i), (ii) or (iii) of paragraph (a) above, the Purchaser shall take such action as may be required Company so that all Shares shares of Voting Stock Beneficially Owned by such Persons may be counted for purposes of determining the Purchaser which are in excess presence of the number of Shares representing the Purchaser Pro Rata Voting Threshold are voted or cast on all matters submitted to a vote, consent or other approval of the shareholders of the Company on each quorum at such matter in the same proportion as the votes cast by the Voting Stock held by the Disinterested Shareholders with respect to such mattersmeetings. (c) Except as set forth in paragraphs (a) and (b) aboveDuring the Standstill Period, and in Section 3.2(c) below, nothing in this Agreement shall preclude the Purchaser from voting shares of Voting Stock which it Beneficially Owns in such manner as the Purchaser determines, in its sole discretion, on any matter presented to the holders of Voting Stock for a vote, consent or other approval; provided, however, that, in no event shall the Purchaser exercise dissenter's rights under applicable law in connection with any merger, consolidation or other reorganization which is approved by the Company's Board of Directors and which is intended to qualify for pooling-of-interests accounting treatment (proposed to be reflected in accounted for as a comfort letter from a nationally recognized accounting firm in customary form) and in connection with any such pooling-of-interests transaction, Purchaser hereby covenants to enter into (and to cause any Purchaser Controlled Corporation to enter into and to use commercially reasonable efforts to cause any Affiliate of Purchaser and any 13D Group of which Purchaser or any Affiliate of Purchaser is a party to enter into) a standard pooling affiliate lock-up agreement if requested by the Company, regardless of the manner in which the Purchaser may have voted or cast Shares of Voting Stock Beneficially Owned by the Purchaser Company and if required to maintain pooling-of-interests treatment with respect to such transaction. transaction (d) So long as based upon the Purchaser Beneficially Owns at least 10% recommendation of an independent accounting firm retained by either the Company or the potential acquiror of the Total Current Voting Power, the Purchaser, as the holder of Shares (or, if applicable, any Purchaser Controlled CorporationCompany), shall be present, in person or by proxy, at all meetings of shareholders of the Company so that all shares of Voting Stock held by the Purchaser (or such Purchaser Controlled Corporation) may be counted for purposes of determining the presence of a quorum at such meetings.

The Purchaser's Voting Obligations. (a) The Purchaser shall take such action as may be required so that all shares of Voting Stock Beneficially Owned by the Purchaser are voted for or cast in favor of: (i) during the Standstill Period, nominees to the Board of Directors of the Company in accordance with this Agreement and the joint recommendations of management of the Company and a majority of the Disinterested DirectorsBoard of Directors of the Company, (ii) increases in the authorized capital stock of the Company and amendments to stock option plans and employee stock purchase plans, in each case approved by the Company's Board of Directors, and (iii) all matters approved by a majority of the Purchaser's Directors Purchaser Director whether such matters are submitted to a vote, action by written consent or other approval of the holders of Voting Stock of the Company. (b) Unless otherwise approved by a majority of the Disinterested Directors, during the Standstill Period, on all matters submitted to the vote, written consent or approval of the holders of Voting Stock other than those matters Except as set forth in clauses (i), (ii) or (iii) of paragraph (a) above, the Purchaser shall take such action as may be required so that all Shares of Voting Stock Beneficially Owned by the Purchaser which are in excess of the number of Shares representing the Purchaser Pro Rata Voting Threshold are voted or cast on all matters submitted to a vote, consent or other approval of the shareholders of the Company on each such matter in the same proportion as the votes cast by the Voting Stock held by the Disinterested Shareholders with respect to such matters. (c) Except as set forth in paragraphs (a) and (b) above, and in Section 3.2(c) below, nothing in this Agreement shall preclude the Purchaser from voting shares of Voting Stock which it Beneficially Owns in such manner as the Purchaser determines, in its sole discretion, on any matter presented to the holders of Voting Stock for a vote, consent or other approval; provided, however, that, in no event shall the Purchaser exercise dissenter's rights under applicable law in connection with any merger, consolidation or other reorganization (i) which is approved by the Company's Board of Directors and Directors, (ii) which is intended to qualify for pooling-of-interests accounting treatment treatment, and (to be reflected in a comfort letter from a nationally recognized accounting firm in customary formiii) and in connection with any such pooling-of-interests transactionwhich the Purchaser has not exercised its appraisal rights, Purchaser hereby covenants to enter into a standard affiliate lock-up agreement if requested by the Company, regardless of the manner in which the Purchaser may have voted or cast Shares of Voting Stock Beneficially Owned by the Purchaser with respect to such transaction. (dc) So long as the Purchaser Beneficially Owns at least 105% of the Total Current Voting Power, the Purchaser, as the holder of Shares (or, if applicable, any Purchaser Controlled Corporation)Shares, shall be present, in person or by proxy, at all meetings of shareholders stockholders of the Company so that all shares of Voting Stock held by the Purchaser (or such Purchaser Controlled Corporation) may be counted for purposes of determining the presence of a quorum at such meetings.

The Purchaser's Voting Obligations. (a) The Purchaser shall take such action as may be required so that all shares of Voting Stock Beneficially Owned by the Purchaser are voted for or cast in favor of: (i) during the Standstill Period, nominees to the Board of Directors of the Company in accordance with this Agreement and the joint recommendations of management of the Company and a majority of the Disinterested DirectorsBoard of Directors of the Company, (ii) increases in the authorized capital stock of the Company and amendments to stock option plans and employee stock purchase plans, in each case approved by the Company's Board of Directors, and (iii) all matters approved by a majority of the Purchaser's Directors Purchaser Director whether such matters are submitted to a vote, action by written consent or other approval of the holders of Voting Stock of the Company. (b) Unless otherwise approved by a majority of the Disinterested Directors, during the Standstill Period, on all matters submitted to the vote, written consent or approval of the holders of Voting Stock other than those matters Except as set forth in clauses (i), (ii) or (iii) of paragraph (a) above, the Purchaser shall take such action as may be required so that all Shares of Voting Stock Beneficially Owned by the Purchaser which are in excess of the number of Shares representing the Purchaser Pro Rata Voting Threshold are voted or cast on all matters submitted to a vote, consent or other approval of the shareholders of the Company on each such matter in the same proportion as the votes cast by the Voting Stock held by the Disinterested Shareholders with respect to such matters. (c) Except as set forth in paragraphs (a) and (b) above, and in Section 3.2(c) below, nothing in this Agreement shall preclude the Purchaser from voting shares of Voting Stock which it Beneficially Owns in such manner as the Purchaser determines, in its sole discretion, on any matter presented to the holders of Voting Stock for a vote, consent or other approval; provided, however, that, in no event shall the Purchaser exercise dissenter's rights under applicable law in connection with any merger, consolidation or other reorganization (i) which is approved by the Company's Board of Directors and Directors, (ii) which is intended to qualify for pooling-of-of- interests accounting treatment treatment, and (to be reflected in a comfort letter from a nationally recognized accounting firm in customary formiii) and in connection with any such pooling-of-interests transactionwhich the Purchaser has not exercised its appraisal rights, Purchaser hereby covenants to enter into a standard affiliate lock-up agreement if requested by the Company, regardless of the manner in which the Purchaser may have voted or cast Shares of Voting Stock Beneficially Owned by the Purchaser with respect to such transaction. (dc) So long as the Purchaser Beneficially Owns at least 105% of the Total Current Voting Power, the Purchaser, as the holder of Shares (or, if applicable, any Purchaser Controlled Corporation)Shares, shall be present, in person or by proxy, at all meetings of shareholders stockholders of the Company so that all shares of Voting Stock held by the Purchaser (or such Purchaser Controlled Corporation) may be counted for purposes of determining the presence of a quorum at such meetings.

The Purchaser's Voting Obligations. (a) The Purchaser shall take such action as may be required so that all shares of Voting Stock Beneficially Owned by the Purchaser are voted for or cast in favor of: (i) during During the Standstill Period, nominees to the Board of Directors of the Company in accordance with this Agreement and the joint recommendations of management of the Company and a majority of the Disinterested Directors, (ii) increases in the authorized capital stock of the Company and amendments to stock option plans and employee stock purchase plans, in each case approved by the Company's Board of Directors, and (iii) all matters approved by a majority of the Purchaser's Directors whether such matters are submitted to a vote, action by written consent or other approval of the holders of Voting Stock of the Company. (b) Unless otherwise approved by a majority of the Disinterested Directors, during the Standstill Period, on all matters submitted to the vote, written consent or approval of the holders of Voting Stock other than those matters set forth in clauses (i), (ii) or (iii) of paragraph (a) above, the Purchaser shall take such action as may be required so that all Shares of Voting Stock Beneficially Owned by the Purchaser or any Purchaser Controlled Corporation (and shall use commercially reasonable efforts to cause any Shares held by an Affiliate of Purchaser or any 13D Group of which Purchaser or any Affiliate of Purchaser is a party) are in excess of the number of Shares representing the Purchaser Pro Rata Voting Threshold are voted for or cast or cause to be voted or cast on all matters submitted to a vote, consent or other approval of the shareholders of the Company on each such matter in the same manner and proportion as the votes cast by the holders of the Voting Securities other than Purchaser or any Affiliate of Purchaser (or any 13D Group of which Purchaser or any Affiliate of Purchaser is a party). (b) During the Standstill Period, Purchaser, as the holder of shares of Voting Stock, shall be present, in person or by proxy, (and shall cause any Purchaser Controlled Corporations holding Voting Stock held by to be so present and shall use reasonable efforts to cause its Affiliates holding Voting Stock to be so present) at all meetings of stockholders of the Disinterested Shareholders with respect to Company so that all shares of Voting Stock and any Purchaser Controlled Corporation may be counted for purposes of determining the presence of a quorum at such mattersmeetings. (c) Except as set forth in paragraphs During the Standstill Period, Purchaser agrees not to exercise (aand to cause any Purchaser Controlled Corporation not to exercise and to use commercially reasonable efforts to cause any Affiliate of Purchaser and any 13D Group of which Purchaser or any Affiliate of Purchaser is a party not to exercise) and (b) abovedissenter's rights, and in Section 3.2(c) belowif any, nothing in this Agreement shall preclude the Purchaser from voting shares of Voting Stock which that it Beneficially Owns in such manner as the Purchaser determines, in its sole discretion, on any matter presented may have with respect to the holders of Voting Stock for a vote, consent or other approval; provided, however, that, in no event shall the Purchaser exercise dissenter's rights Shares under applicable law in connection with any merger, consolidation or other reorganization which is approved by the Company's Board of Directors and which if such transaction is intended to qualify for pooling-of-interests accounting treatment (to be reflected in a comfort letter from a nationally recognized accounting firm in customary form) and in connection with any such pooling-of-interests transaction, Purchaser hereby covenants to enter (and to cause any Purchaser Controlled Corporation to enter and to use commercially reasonable efforts to cause any Affiliate of Purchaser and any 13D Group of which Purchaser or any Affiliate of Purchaser is a party to enter) into a standard pooling affiliate lock-up agreement if requested by the Company and if required to maintain pooling-of-interests treatment with respect to such transaction (based upon the recommendation of an independent accounting firm retained by either the Company or the potential acquiror of the Company), regardless of the manner in which the Purchaser may have (or any Purchaser Controlled Corporation or any Affiliate of Purchaser or any 13D Group of which Purchaser or any Affiliate of Purchaser is a party) voted or cast Shares of Voting Stock Beneficially Owned by the Purchaser with respect to such transactiontransaction pursuant to paragraph (a) above. (d) So long as the Purchaser Beneficially Owns at least 10% of the Total Current Voting Power, the Purchaser, as the holder of Shares (or, if applicable, any Purchaser Controlled Corporation), shall be present, in person or by proxy, at all meetings of shareholders of the Company so that all shares of Voting Stock held by the Purchaser (or such Purchaser Controlled Corporation) may be counted for purposes of determining the presence of a quorum at such meetings.