Common use of Vote for Merger Clause in Contracts

Vote for Merger. (a) 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 to vote upon the Merger, or at any adjournment or postponement thereof, or in any other circumstances upon which a vote, consent or other approval with respect to the Merger is sought, and shall cause such Stockholder FEI Shares to be voted or consented in favor of approving the Merger; PROVIDED that nothing set forth in this Section 3.01(a) or in the 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. (b) In order to effectuate the voting arrangements contemplated by Sections 3.01(a) and 3.02, contemporaneously with the execution and delivery by the FEI Stockholders and the Company of this Agreement, and as a condition to such execution and delivery by the Company, such FEI Stockholder is delivering to the Company the Proxy, duly executed by or on behalf of such FEI Stockholder; PROVIDED that nothing set forth in this Section 3.01(b) or in the 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 for Merger. (a) 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 to vote upon the MergerMerger and the Merger Agreement, or at any adjournment or postponement thereof, or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, and shall cause such the Stockholder FEI Xxxxxxxx Shares to be voted or consented in favor of approving the Merger; PROVIDED that nothing set forth in this Section 3.01(a) or in the 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. (b) In order to effectuate the voting arrangements contemplated by Sections 3.01(a) and 3.02, contemporaneously with the execution and delivery by the FEI Stockholders and the Company Parties of this Agreement, and as a condition to such execution and delivery by the Company, such FEI the Stockholder is delivering to the Company the Proxy, duly executed by or on behalf of such FEI the Stockholder; PROVIDED that nothing set forth in this Section 3.01(b) or in the 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 for Merger. (a) Such FEI Veeco Stockholder shall cause its Stockholder FEI Veeco Shares to be counted as present for purposes of establishing a quorum at any meeting of stockholders of FEI Veeco called to vote upon the Mergerissuance of Veeco Stock in the Merger or approval of the Veeco Certificate of Incorporation Amendment, or at any adjournment or postponement thereof, or in any other circumstances upon which a vote, consent or other approval with respect to the issuance of Veeco Stock in the Merger or the Veeco Certificate of Incorporation Amendment is sought, and shall cause such Stockholder FEI Veeco Shares to be voted or consented in favor of approving the Mergerissuance of Veeco Stock in the Merger and the Veeco Certificate of Incorporation Amendment; PROVIDED that nothing set forth in this Section 3.01(a) or in the Proxy is intended or shall be construed to restrict or impair the right of such FEI Veeco Stockholder to vote or consent (or cause to be voted or consented) any of its Stockholder FEI Veeco Shares in favor of any Superior FEI Veeco Proposal or related FEI Veeco Acquisition Transaction. (b) In order to effectuate the voting arrangements contemplated by Sections 3.01(a) and 3.02, contemporaneously with the execution and delivery by the FEI Veeco Stockholders and the Company of this Agreement, and as a condition to such execution and delivery by the Company, such FEI Veeco Stockholder is delivering to the Company the Proxy, duly executed by or on behalf of such FEI Veeco Stockholder; PROVIDED that nothing set forth in this Section 3.01(b) or in the Proxy is intended or shall be construed to restrict or impair the right of such FEI Veeco Stockholder to vote or consent (or cause to be voted or consented) any of its Stockholder FEI Veeco Shares in favor of any Superior FEI Veeco Proposal or related FEI Veeco Acquisition Transaction.

Vote for Merger. (a) Such FEI Stockholder The Stocxxxxxxx shall cause its the Stockholder FEI Florence Shares to be counted as present for purposes of establishing a quorum x xxxxxx at any meeting of stockholders of FEI Florence called to vote upon the MergerMerger and the Merger Agreement, or at any adjournment ax xxx xxjournment or postponement thereof, or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, and shall cause such the Stockholder FEI Florence Shares to be voted or consented in favor of approving the Merger; PROVIDED that provixxx xxxx nothing set forth in this Section 3.01(a) or in the 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 Florence Shares in favor of any Superior FEI Proposal or related FEI Acquisition Axxxxxxxxon Transaction. (b) In order to effectuate the voting arrangements contemplated by Sections 3.01(a) and 3.02, contemporaneously with the execution and delivery by the FEI Stockholders and the Company Parties of this Agreement, and as a condition to such execution and delivery by the Company, such FEI the Stockholder is delivering to the Company the Proxy, duly executed by or on behalf of such FEI the Stockholder; PROVIDED provided that nothing set forth in this Section 3.01(b) or in the 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 Florence Shares in favor of any Superior FEI Proposal or related FEI Acquisition Axxxxxxxxon Transaction.