Common use of Vote in Favor of Merger Clause in Contracts

Vote in Favor of Merger. Shareholder, in his or her capacity as a shareholder of the Company or as a representative with the authority to vote shares of Company Common Stock, agrees to vote (or caused to be voted) all shares of Company Common Stock with respect to which Shareholder presently owns or controls voting power, and all shares of Company Common Stock with respect to which Shareholder in the future acquires ownership or voting power, at any meeting of the shareholders of the Company, and in any action by written consent of the shareholders of the Company, (i) in favor of the approval, consent, and ratification of the Merger Agreement and the Merger, and (ii) against any action that would impede, interfere, or discourage the Merger, would facilitate an acquisition of the Company, in any manner, by a party (other than Parent), or would result in any breach of representation, warranty, covenant, 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 limit Shareholder's right to act in his or her capacity as an officer or director of the Company consistent with his or her fiduciary obligations in such capacity.

Vote in Favor of Merger. During the period commencing on the date hereof and terminating upon the earlier of the effective time of the Merger and the termination of the Merger Agreement in accordance with its terms, Shareholder, solely in his or her capacity as a shareholder of the Company or as a representative with the authority to vote shares of Company Common Stock, agrees to vote (or caused to be voted) all shares of Company Common Stock with respect to which Shareholder presently owns or controls voting powerbeneficially owned by Shareholder, and all shares of Company Common Stock with respect to which Shareholder in the future acquires ownership or voting powerbeneficial ownership, at any meeting of the shareholders of the Company, and in any action by written consent of the shareholders of the Company, (i) in favor of the approval, consent, and ratification of the Merger Agreement and the Merger, and (ii) against any action that would materially impede, interfere, or discourage the Merger, would facilitate an acquisition and, other than the Merger and the transactions contemplated by the Merger Agreement, against any merger, consolidation or other business combination involving the Company, against any recapitalization, reorganization, dissolution or liquidation of the Company and against any extraordinary corporate transaction involving a disposition of a substantial portion of the assets of the Company, in and against any manner, by a party (other than Parent), or action that would result in any material breach of representation, warranty, covenant, 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 limit Shareholder's right to act in his or her capacity as an officer or director of the Company consistent with his or her fiduciary obligations in such capacity.

Vote in Favor of Merger. Shareholder, in his or her capacity as a shareholder of the Company or as a representative with the authority to vote shares of Company Common Stock, agrees to vote (or caused to be voted) all shares of Company Common Stock with respect to which Shareholder presently owns or controls voting power, and all shares of Company Common Stock with respect to which Shareholder in the future acquires ownership or voting power, at any meeting of the shareholders of the Company, and in any action by written consent of the shareholders of the Company, (i) in favor of the approval, consent, and ratification of the Merger Agreement and the Merger, and (ii) against any action that would impede, interfere, or discourage the Merger, would facilitate an acquisition of the Company, in any manner, by a party (other than Parent), or would result in any breach of representation, warranty, covenant, 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 limit Shareholder's right to act in his or her capacity as an officer or director of the Company consistent with his or her fiduciary obligations in such capacity.

Vote in Favor of Merger. Shareholder, in his or her capacity as a shareholder During the period commencing on the date hereof and terminating upon the earlier of (i) the effective time of the Company or as a representative Merger, and (ii) the termination of the Merger Agreement in accordance with the authority to vote shares of Company Common Stockits terms, Security Holder agrees to vote (or caused cause to be voted) all shares of Company Common Stock with respect to which Shareholder presently owns or controls voting powerbeneficially owned by Security Holder, and all shares of Company Common Stock with respect to which Shareholder Security Holder in the future acquires ownership or voting powerbeneficial ownership, at any meeting of the shareholders stockholders of the Company, 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 and the Merger, and (ii) against any action that would impede, interfere, or discourage the Merger, would facilitate an acquisition of the Company, in any manner, by a party (other than Parent), or would result in any breach of representation, warranty, covenant, or agreement of the Company under the Merger Agreement. To the extent inconsistent with the foregoing provisions of this Section 1, Shareholder Security Holder hereby revokes any and all previous proxies with respect to any shares of Company Common Stock that Shareholder Security Holder owns or has the right to vote. Nothing in this Agreement shall be deemed to restrict or limit ShareholderSecurity Holder's right to act in his or her capacity as an officer or director of the Company consistent with his or her fiduciary obligations in such capacity.

Vote in Favor of Merger. Shareholder, in his or her capacity as a shareholder During the period commencing on the date hereof and terminating upon the earlier of (i) the effective time of the Company or as a representative Merger, and (ii) the termination of the Merger Agreement in accordance with the authority to vote shares of Company Common Stockits terms, Security Holder agrees to vote (or caused cause to be voted) all shares of Company Common Stock with respect to which Shareholder presently owns or controls voting powerbeneficially owned by Security Holder, and all shares of Company Common Stock with respect to which Shareholder Security Holder in the future acquires ownership or voting powerbeneficial ownership, at any meeting of the shareholders stockholders of the Company, 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 and the Merger, Merger and (ii) against any proposal or action that would could impede, interfere, frustrate, nullify or discourage the Merger, would could facilitate an acquisition of the Company, in any manner, by a party (other than Parent), or would could reasonably result in any breach of representation, warranty, covenant, or agreement of the Company conditions to the Company's obligations under the Merger AgreementAgreement not being fulfilled. To the extent inconsistent with the foregoing provisions of this Section 1, Shareholder Security 1-folder hereby revokes any and all previous proxies with respect to any shares of Company Common Stock that Shareholder Security Holder owns or has the right to vote. Nothing in this Agreement shall be deemed to restrict or limit ShareholderSecurity Holder's right to act in his or her capacity as an officer or director of the Company consistent with his or her fiduciary obligations in such capacity.