Transfer and Voting of Shares and Other Covenants of the Stockholder. 1.01 Voting of Shares. From the date hereof until the termination of this Agreement pursuant to Section 5.01 hereof (the "Term"), at any meeting of the stockholders of the Company, however called, and in any action by consent of the stockholders of the Company, the Stockholder shall vote the Stockholder's Shares (i) in favor of the adoption of the Merger Agreement, (ii) against any Acquisition Proposal (as defined in the Merger Agreement) and against any proposal for action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which is reasonably likely to result in any of the conditions of the Company's obligations under the Merger Agreement not being fulfilled, any change in the directors of the Company, any change in the present capitalization of the Company or any amendment to the Company's Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws, any other material change in the Company's corporate structure or business or any other action which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by the Merger Agreement or the likelihood of such transactions being consummated and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement that is considered at any such meeting of stockholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including the ability for Merger Sub or its nominees to vote such Shares directly; provided, however, that Stockholder shall not be required to vote for any action that would decrease the consideration to be received by the stockholders of the Company in respect of their Shares in the Merger.
Transfer and Voting of Shares and Other Covenants of the Stockholder. Except as set forth in Exhibit A hereto, the Stockholder hereby agrees as follows:
Transfer and Voting of Shares and Other Covenants of the Stockholder. SECTION 1.1. Voting of Shares. From the date hereof until termination of this Agreement pursuant to Section 4.2 hereof (the "Term"), at the Meeting or at any meeting of the stockholders of the Company, however called and at any adjournment or postponement thereof, and in any action by consent of the stockholders of the Company in which there shall be a vote on the Proposals, the Stockholder shall (A) appear at such meeting or otherwise cause his Shares to be counted as present thereat for purposes of establishing a quorum and (B) vote (or cause to be voted) his Shares in favor of (i) the Proposals and (ii) such other matters as may be necessary or advisable to consummate the transactions contemplated by the Purchase Agreement.
Transfer and Voting of Shares and Other Covenants of the Stockholder. SECTION 1.1. Voting of Shares. From the date hereof until termination of this Agreement pursuant to Section 4.2 hereof (the "Term"), at any meeting of the stockholders of the Company, however called and at any adjournment or postponement thereof, and in any action by consent of the stockholders of the Company, the Stockholder shall (A) appear at such meeting or otherwise cause its Shares to be counted as present thereat for purposes of establishing a quorum and (B) vote (or cause to be voted) its Shares in favor of (i) the Amendment, (ii) the issuance of the Second Closing Shares upon exchange of the Exchangeable Notes and (iii) such other matters as may be necessary or advisable to consummate the transactions contemplated by the Purchase Agreement.
Transfer and Voting of Shares and Other Covenants of the Stockholder
