Common use of VOTE AGAINST CERTAIN MATTERS Clause in Contracts

VOTE AGAINST CERTAIN MATTERS. Prior to the Effective Time, such FEI Stockholder shall cause its Stockholder FEI Shares to be counted as present for purposes of establishing a quorum at any meeting of stockholders of FEI called, or at any adjournment or postponement thereof, or in any other circumstances upon which a vote, consent or other approval is sought, and shall cause its Stockholder FEI Shares to be voted or consented against any proposal or transaction involving FEI or any of its subsidiaries that would prevent or nullify the Merger or the Merger Agreement (any such proposal or transaction, a "PARTICULAR MATTER"); PROVIDED that nothing set forth in this Section 3.02 or such Proxy is intended or shall be construed to restrict or impair the right of such FEI Stockholder to vote or consent (or cause to be voted or consented) any of its Stockholder FEI Shares in favor of any Superior FEI Proposal or related FEI Acquisition Transaction.

VOTE AGAINST CERTAIN MATTERS. Prior to the Effective Time, such FEI the Stockholder shall cause its the Stockholder FEI Xxxxxxxx Shares to be counted as present for purposes of establishing a quorum at any meeting of stockholders of FEI Xxxxxxxx called, or at any adjournment or postponement thereof, or in any other circumstances upon which a vote, consent or other approval is sought, and shall cause its the Stockholder FEI Xxxxxxxx Shares to be voted or consented against any proposal or transaction involving FEI Xxxxxxxx or any of its subsidiaries that would prevent or nullify the Merger or the Merger Agreement (any such proposal or transaction, a "PARTICULAR MATTER"); PROVIDED that nothing set forth -4- in this Section 3.02 or such Proxy is intended or shall be construed to restrict or impair the right of such FEI the Stockholder to vote or consent (or cause to be voted or consented) any of its Stockholder FEI Xxxxxxxx Shares in favor of any Superior FEI Proposal or related FEI Acquisition Transaction.

VOTE AGAINST CERTAIN MATTERS. Prior to the Effective Time, such FEI the Stockholder shall cause its the Stockholder FEI Xxxxxxxx Shares to be counted as present for purposes of establishing a quorum at any meeting of stockholders of FEI Xxxxxxxx called, or at any adjournment or postponement thereof, or in any other circumstances upon which a vote, consent or other approval is sought, and shall cause its the Stockholder FEI Xxxxxxxx Shares to be voted or consented against any proposal or transaction involving FEI Xxxxxxxx or any of its subsidiaries that would prevent or nullify the Merger or the Merger Agreement (any such proposal or transaction, a "PARTICULAR MATTER"); PROVIDED that nothing set forth in this Section 3.02 or such Proxy is intended or shall be construed to restrict or impair the right of such FEI the Stockholder to vote or consent (or cause to be voted or consented) any of its Stockholder FEI Xxxxxxxx Shares in favor of any Superior FEI Proposal or related FEI Acquisition Transaction.