Common use of Vote in Favor of Merger Clause in Contracts

Vote in Favor of Merger. During the period commencing on the date hereof and terminating on the Termination Date (as defined in Section 4.12), and subject to the Proxy (hereinafter defined) granted to Parent as contemplated by Section 1.3 hereof and the right of Parent to vote the Shares pursuant thereto, the Shareholder (solely in the Shareholder's capacity as a shareholder of the Company and without limiting any action that the Shareholder might take as an officer of the Company (including at the direction of the Board of Directors of the Company) or a director of the Company or as a member of any committee of the Board of Directors of the Company (including voting on any matter), other than any such limits as are imposed by the Merger Agreement) agrees to vote (or cause to be voted) all of the Shares that Shareholder has the power to vote at any meeting of the shareholders of the Company or any adjournment thereof, and in any action by written consent of the shareholders of the Company, in each case to the extent that such matter is presented for shareholder approval: (a) in favor of the adoption of the Merger Agreement by the Company and in favor of the other transactions contemplated by the Merger Agreement, and (b) against any merger, consolidation, sale of assets, recapitalization or other business combination involving the Company (other than the Merger) or any other 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 would result in any of the conditions to the Company's or Parent's obligations under the Merger Agreement not being fulfilled, and (c) in favor of any other matter relating to and necessary for the consummation of the transactions contemplated by the Merger Agreement.

Vote in Favor of Merger. During the period commencing on the date hereof and terminating on upon the Termination Date (as defined earlier of the effective time of the Merger or the termination of the Merger Agreement in Section 4.12)accordance with its terms, and subject to the Proxy (hereinafter defined) granted to Parent as contemplated by Section 1.3 hereof and the right of Parent to vote the Shares pursuant theretoStockholder, the Shareholder (solely in the Shareholder's his or her capacity as a shareholder of the Company and without limiting any action that the Shareholder might take as an officer of the Company (including at the direction of the Board of Directors of the Company) or a director stockholder of the Company or as a member representative with the authority to vote shares of any committee of the Board of Directors of the Company (including voting on any matter)Common Stock, other than any such limits as are imposed by the Merger Agreement) agrees to vote (or cause to be voted) all shares of Company Common Stock presently owned by Stockholder or for which Stockholder has voting power, and all shares of Company Common Stock with respect to which Stockholder in the Shares that Shareholder has the power to vote future acquires ownership or voting power, at any meeting of the shareholders Stockholders of the Company (or any adjournment thereof), and in any action by written consent of the shareholders Stockholders of the Company, (i) in favor of the approval, consent, and ratification of the Merger Agreement, the Merger and the transactions contemplated thereby, and (ii) against any action that could reasonably be expected to impede, interfere, delay, or discourage the Merger, facilitate an acquisition of the Company, in each case to the extent that such matter is presented for shareholder approval: (a) in favor of the adoption of the Merger Agreement any manner, by the Company and in favor of the other transactions contemplated by the Merger Agreement, and (b) against any merger, consolidation, sale of assets, recapitalization or other business combination involving the Company a party (other than the Merger) Fiserv or any other action a subsidiary of Fiserv), or agreement that would result in a any breach of any representation, warranty, covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement. To the extent inconsistent with the foregoing provisions of this Section 1, Stockholder hereby revokes any and all previous proxies with respect to any shares of Company Common Stock that Stockholder owns or has the right to vote. Nothing in this Agreement shall be deemed to restrict or which would result limit Stockholder's right to act in any his or her capacity as an officer or director of the conditions to the Company's Company consistent with his or Parent's her fiduciary obligations in such capacity as permitted under the Merger Agreement not being fulfilled, and (c) in favor of any other matter relating to and necessary for the consummation of the transactions contemplated by the Merger Agreement.

Vote in Favor of Merger. During the period commencing on the date hereof and terminating on upon the Termination Date (as defined earlier of the Effective Time or the termination of the Merger Agreement in Section 4.12)accordance with its terms, and subject to the Proxy (hereinafter defined) granted to Parent as contemplated by Section 1.3 hereof and the right of Parent to vote the Shares pursuant theretoeach Shareholder, the Shareholder (solely in the Shareholder's its capacity as a shareholder of the Company and without limiting any action that the Shareholder might take as an officer of the Company (including at the direction of the Board of Directors of the Company) or a director of the Company or as a member holder of any committee proxy or other right to cause or direct the voting of the Board any shares of Directors of the Company (including voting on any matter)Common Stock, other than any such limits as are imposed by the Merger Agreement) agrees to (a) vote (all shares of Company Common Stock presently owned by Shareholder or cause to be voted) all any of the Shares that its Affiliates or for which Shareholder has voting power, and all shares of Company Common Stock with respect to which Shareholder in the power to vote future acquires ownership or is otherwise granted or obtains voting power, at any meeting of the shareholders Shareholders of the Company (or any adjournment thereof), and in any action by written consent of the shareholders of the Company, in each case to the extent that such matter is presented for shareholder approval: (ai) in favor of the approval and adoption of the Merger Agreement by and the Company and in favor of the other transactions contemplated by thereby, including without limitation the Merger Agreement, Merger; and (bii) against any mergeraction that could reasonably be expected to impede, consolidationinterfere, sale delay, or discourage the Merger, facilitate an acquisition of assets, recapitalization or other business combination involving the Company or all or substantially all of its assets or business, in any manner, by a party (other than the Merger) Fiserv or any other action a subsidiary of Fiserv), or agreement that would result in a any breach of any covenantrepresentation, representation or warranty or any other obligation warranty, covenant or agreement of the Company under the Merger Agreement Agreement, or which would result (b) in any the event written consents are sought from the shareholders of the conditions Company with respect to the Company's actions proposed in (i) or Parent's obligations under (ii) above, cause to be executed, with respect to all shares of Company Common Stock then owned by Shareholder or as to which Shareholder has the Merger Agreement power to vote or to direct the voting of, a written consent or written consents to such proposed action. To the extent inconsistent with the foregoing provisions of this Section 1, each Shareholder hereby revokes any and all previous proxies with respect to any shares of Company Common Stock that such Shareholder owns or has the right to vote. In addition, each Shareholder agrees not being fulfilledto dispose of or otherwise sell any shares of Company Common Stock owned by it, and (c) in favor of any except to other matter relating Shareholders subject to and necessary for the consummation of the transactions contemplated by the Merger this Agreement.

Vote in Favor of Merger. During the period commencing on the date hereof and terminating on upon the Termination Date (as defined in Section 4.12), and subject to earlier of the Proxy (hereinafter defined) granted to Parent as contemplated by Section 1.3 hereof effective time of the Merger and the right termination of Parent to vote the Shares pursuant theretoMerger Agreement in accordance with its terms, the Shareholder (Shareholder, solely in the Shareholder's his or her capacity as a shareholder of the Company and without limiting any action that the Shareholder might take as an officer of the Company (including at the direction of the Board of Directors of the Company) or a director of the Company or as a member of any committee of the Board of Directors of the Company (including voting on any matter), other than any such limits as are imposed by the Merger Agreement) agrees to vote (or cause caused to be voted) all shares of Company Common Stock presently beneficially owned by Shareholder, and all shares of Company Common Stock with respect to which Shareholder in the Shares that Shareholder has the power to vote future acquires beneficial ownership, at any meeting of the shareholders of the Company or any adjournment thereofCompany, and in any action by written consent of the shareholders of the Company, in each case to the extent that such matter is presented for shareholder approval: (ai) in favor of the adoption approval, consent, and ratification of the Merger Agreement by and the Company Merger, and in favor of (ii) against any action that would materially impede, interfere, or discourage the Merger, and, other than the Merger and the transactions contemplated by the Merger Agreement, and (b) against any merger, consolidation, sale of assets, recapitalization consolidation or other business combination involving the Company, against any recapitalization, reorganization, dissolution or liquidation of the Company (other than and against any extraordinary corporate transaction involving a disposition of a substantial portion of the Merger) or assets of the Company, and against any other action or agreement that would result in a any material breach of any representation, warranty, covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement. To the extent inconsistent with the foregoing provisions of this Section 1, Shareholder hereby revokes any and all previous proxies with respect to any shares of Company Common Stock that Shareholder owns or has the right to vote. Nothing in this Agreement shall be deemed to restrict or which would result limit Shareholder's right to act in any his capacity as an officer or director of the conditions to the Company's or Parent's Company consistent with his fiduciary obligations under the Merger Agreement not being fulfilled, and (c) in favor of any other matter relating to and necessary for the consummation of the transactions contemplated by the Merger Agreementsuch capacity.