Common use of Vote in Favor of the Merger and Related Matters Clause in Contracts

Vote in Favor of the Merger and Related Matters. Stockholder, solely in Stockholder’s capacity as a stockholder of the Company (and not, if applicable, in Stockholder’s capacity as an officer or director of the Company), irrevocably and unconditionally agrees that, from and after the date hereof until the Expiration Date (as defined below), at any meeting of the stockholders of the Company or any adjournment thereof, or in connection with any action by written consent of the stockholders of the Company, Stockholder shall: (a) appear at each such meeting or otherwise cause all of its Stockholder Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, all of its Stockholder Shares: (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other Transactions, (ii) in favor of any other matter reasonably relating to the consummation or facilitation of, or otherwise in furtherance of, the Merger and the other Transactions, (iii) against any Acquisition Proposal and (iv) against any other action, proposal, agreement, transaction or arrangement submitted for approval of the Company’s stockholders that is intended, or could reasonably be expected, to impede, interfere or be inconsistent with, delay, postpone, discourage or adversely affect the consummation of the Merger, including, without limitation, any extraordinary transaction, merger, consolidation, sale of assets, recapitalization or other business combination involving the Company or any other action, agreement or arrangement that could reasonably be expected to result in a material breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or that could reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled or satisfied.

Vote in Favor of the Merger and Related Matters. StockholderThe Stockholders, solely in Stockholder’s capacity the Stockholders’ capacities as a stockholder stockholders of the Company Brushy (and not, if applicable, in Stockholder’s capacity the Stockholders’ capacities as an officer officers or director directors of the CompanyBrushy), irrevocably and unconditionally agrees agree that, from and after the date hereof until the Expiration Date (as defined below), at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of the Company or any adjournment thereofBrushy (a “Stockholder Meeting”), or in connection with any action by written consent of the stockholders of Brushy, the Company, Stockholder Stockholders shall: (a) appear at each such meeting or otherwise cause all of its Stockholder the Owned Shares to be counted as present thereat for purposes of calculating a quorum; and; (b) vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, all of its Stockholder the Owned Shares: (i) in favor of of, and will otherwise support, the adoption of the Merger Agreement and approval of the Merger and the other Transactionstransactions contemplated by the Merger Agreement, including, but not limited to, any stockholder vote required by Brushy Organizational Documents, applicable exchange rules, or the applicable laws of any state, (ii) in favor of any other matter reasonably relating to the consummation or facilitation of, or otherwise in furtherance of, the transactions contemplated by the Merger Agreement and (iii) except for the Merger and the other TransactionsMerger Agreement, (iii) against against, and not otherwise support, any Acquisition Proposal and (iv) against competing transaction or any other action, proposal, agreement, agreement or transaction or arrangement submitted for approval of the Company’s Brushy stockholders that is intended, or could would reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the consummation of the MergerMerger or any of the transactions contemplated by the Merger Agreement or this Agreement, including, without limitation, including any extraordinary transaction, including any merger, consolidation, sale of assets, recapitalization or other business combination involving the Company Brushy or any of its Subsidiaries or any other action, action or agreement or arrangement that could would reasonably be expected to result in a material breach of any covenant, representation or warranty or any other obligation or agreement of the Company Brushy under the Merger Agreement or that could would reasonably be expected to result in any of the conditions to the CompanyBrushy’s obligations under the Merger Agreement not being fulfilled or satisfied. The Stockholders shall retain, at all times, the right to vote their Owned Shares in their sole discretion and without any other limitation on those matters other than those set forth in this Section 2.2 that are at any time or from time to time presented for consideration to Brushy’s stockholders, generally.

Vote in Favor of the Merger and Related Matters. The Stockholder, solely in the Stockholder’s capacity as a stockholder of the Company Brushy (and not, if applicable, in the Stockholder’s capacity as an officer or director of the CompanyBrushy), irrevocably and unconditionally agrees that, from and after the date hereof until the Expiration Date (as defined below), at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of the Company or any adjournment thereofBrushy (a “Stockholder Meeting”), or in connection with any action by written consent of the stockholders of Brushy, the Company, Stockholder shall: (a) appear at each such meeting or otherwise cause all of its Stockholder the Owned Shares to be counted as present thereat for purposes of calculating a quorum; and; (b) vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, all of its Stockholder the Owned Shares: (i) in favor of of, and will otherwise support, the adoption of the Merger Agreement and approval of the Merger and the other Transactionstransactions contemplated by the Merger Agreement, including, but not limited to, any stockholder vote required by Brushy Organizational Documents, applicable exchange rules, or the applicable laws of any state, (ii) in favor of any other matter reasonably relating to the consummation or facilitation of, or otherwise in furtherance of, the transactions contemplated by the Merger Agreement and (iii) except for the Merger and the other TransactionsMerger Agreement, (iii) against against, and not otherwise support, any Acquisition Proposal and (iv) against competing transaction or any other action, proposal, agreement, agreement or transaction or arrangement submitted for approval of the Company’s Brushy stockholders that is intended, or could would reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the consummation of the MergerMerger or any of the transactions contemplated by the Merger Agreement or this Agreement, including, without limitation, including any extraordinary transaction, including any merger, consolidation, sale of assets, recapitalization or other business combination involving the Company Brushy or any of its Subsidiaries or any other action, action or agreement or arrangement that could would reasonably be expected to result in a material breach of any covenant, representation or warranty or any other obligation or agreement of the Company Brushy under the Merger Agreement or that could would reasonably be expected to result in any of the conditions to the CompanyBrushy’s obligations under the Merger Agreement not being fulfilled or satisfied. The Stockholder shall retain, at all times, the right to vote its Owned Shares in its sole discretion and without any other limitation on those matters other than those set forth in this Section 2.2 that are at any time or from time to time presented for consideration to Brushy’s stockholders, generally.

Vote in Favor of the Merger and Related Matters. The Stockholder, solely in the Stockholder’s 's capacity as a stockholder of the Company (and not, if applicable, in the Stockholder’s 's capacity as an officer or director of the Company), irrevocably and unconditionally agrees that, from and after the date hereof until the Expiration Date (as defined below), at any meeting of the stockholders of the Company or any adjournment thereof, or in connection with any action by written consent of the stockholders of the Company, the Stockholder shall: (a) appear at each such meeting or otherwise cause all of its Stockholder the Owned Shares to be counted as present thereat for purposes of calculating a quorum; and; (b) vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, all of its Stockholder the Owned Shares: (i) in favor of of, and will otherwise support, the adoption of the Merger Agreement and approval of the Merger and the other Transactionstransactions contemplated by the Merger Agreement, including, but not limited to, any stockholder vote required by the Company Organizational Documents or Section 251 of the DGCL, (ii) in favor of any other matter reasonably relating to the consummation or facilitation of, or otherwise in furtherance of, the transactions contemplated by the Merger Agreement and (iii) except for the Merger and the other TransactionsMerger Agreement, (iii) against against, and not otherwise support, any Acquisition Proposal and (iv) against Company Competing Transaction or any other action, proposal, agreement, agreement or transaction or arrangement submitted for approval of the Company’s 's stockholders that is intended, or could would reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the consummation of the MergerMerger or any of the transactions contemplated by the Merger Agreement or this Voting Agreement, including, without limitation, including any extraordinary transaction, including any merger, consolidation, sale of assets, recapitalization or other business combination involving the Company or any of its Subsidiaries or any other action, action or agreement or arrangement that could would reasonably be expected to result in a material breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or that could would reasonably be expected to result in any of the conditions to the Company’s 's obligations under the Merger Agreement not being fulfilled or satisfied. The Stockholder shall retain, at all times, the right to vote its Owned Shares in its sole discretion and without any other limitation on those matters other than those set forth in this Section 2.2 that are at any time or from time to time presented for consideration to the Company's stockholders, generally.

Vote in Favor of the Merger and Related Matters. The Stockholder, solely in the Stockholder’s capacity as a stockholder of the Company Aegerion (and not, if applicable, in the Stockholder’s capacity as an officer or director of the CompanyAegerion), irrevocably and unconditionally agrees that, from and after the date hereof until the Expiration Date (as defined below), at any meeting of the stockholders of the Company Aegerion or any adjournment thereof, or in connection with any action by written consent of the stockholders of Aegerion, the Company, Stockholder shall: (a) appear at each such meeting or otherwise cause all of its Stockholder the Owned Shares to be counted as present thereat for purposes of calculating a quorum; and; (b) vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, all of its Stockholder the Owned Shares: (i) in favor of of, and will otherwise support, the adoption of the Merger Agreement and approval of the Merger and the other Transactionstransactions contemplated by the Merger Agreement, including, but not limited to, any stockholder vote required by the Aegerion Organizational Documents or Section 251 of the DGCL, (ii) in favor of any other matter reasonably relating to the consummation or facilitation of, or otherwise in furtherance of, the transactions contemplated by the Merger Agreement and (iii) except for the Merger and the other TransactionsMerger Agreement, (iii) against against, and not otherwise support, any Aegerion Acquisition Proposal and (iv) against or any other action, proposal, agreement, agreement or transaction or arrangement submitted for approval of the CompanyAegerion’s stockholders that is intended, or could would reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the consummation of the MergerMerger or any of the transactions contemplated by the Merger Agreement or this Voting Agreement, including, without limitation, including any extraordinary transaction, including any merger, consolidation, sale of assets, recapitalization or other business combination involving the Company Aegerion or any Aegerion Subsidiary or any other action, action or agreement or arrangement that could would reasonably be expected to result in a material breach of any covenant, representation or warranty or any other obligation or agreement of the Company Aegerion under the Merger Agreement or that could would reasonably be expected to result in any of the conditions to the CompanyAegerion’s obligations under the Merger Agreement not being fulfilled or satisfied. During the term of this Voting Agreement, the Stockholder shall retain, at all times, the right to vote its Owned Shares in its sole discretion and without any other limitation on those matters other than those set forth in this Section 2.2 that are at any time or from time to time presented for consideration to Aegerion’s stockholders, generally.

Vote in Favor of the Merger and Related Matters. Stockholder, solely and exclusively in Stockholder’s capacity as a stockholder of the Company (and not, if applicable, in Stockholder’s capacity as an officer or director of the CompanyCompany or any of its Subsidiaries), irrevocably and unconditionally agrees that, from and after the date hereof until the Expiration Termination Date (as defined below), at any meeting of the stockholders of the Company or any adjournment thereof, or in connection with any action by written consent of the stockholders of the Company, Stockholder shall: (a) appear at each such meeting or otherwise cause all of its Stockholder Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, all of its Stockholder Shares: (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other TransactionsAgreement, (ii) in favor of any other matter reasonably relating to the consummation or facilitation of, or otherwise in furtherance of, the Merger and the other Transactions, (iii) against any Acquisition Proposal and (iv) against any other action, proposal, agreement, transaction or arrangement submitted for approval of the Company’s stockholders that is intended, or could would reasonably be expected, to impede, interfere or be inconsistent with, materially delay, postpone, discourage materially postpone or adversely affect the consummation of the Merger, including, without limitation, any extraordinary transaction, merger, consolidation, sale of assets, recapitalization or other business combination involving the Company or any other action, agreement or arrangement that could reasonably be expected to result in a material breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or that could would reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled or satisfiedsatisfied prior to the Effective Time. Each Stockholder shall retain at all times the right to vote such Stockholders’ Shares in such Stockholder’s sole discretion and without any other limitation on all matters not set forth in this Section 2.2(b).

Vote in Favor of the Merger and Related Matters. Stockholder, solely and exclusively in Stockholder’s capacity as a stockholder of the Company Parent (and not, if applicable, in Stockholder’s capacity as an officer or director of the CompanyParent or any of its Subsidiaries), irrevocably and unconditionally agrees that, from and after the date hereof until the Expiration Termination Date (as defined below), at any meeting of the stockholders of the Company Parent or any adjournment thereof, or in connection with any action by written consent of the stockholders of the CompanyParent, Stockholder shall: (a) appear at each such meeting or otherwise cause all of its Stockholder Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, all of its Stockholder Shares: (i) in favor of the adoption issuance of Parent Common Stock in the Merger Agreement and approval of the Merger and the other TransactionsMerger, (ii) in favor of any other matter reasonably relating to the consummation or facilitation of, or otherwise in furtherance of, the Merger and the other Transactions, (iii) against any Parent Acquisition Proposal and (iv) against any other action, proposal, agreement, transaction or arrangement submitted for approval of the CompanyParent’s stockholders that is intended, or could would reasonably be expected, to impede, interfere or be inconsistent with, materially delay, postpone, discourage materially postpone or adversely affect the consummation of the Merger, including, without limitation, any extraordinary transaction, merger, consolidation, sale purchase of assets, recapitalization or other business combination involving the Company Parent or any other action, agreement or arrangement that could reasonably be expected to result in a material breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or that could would reasonably be expected to result in any of the conditions to the CompanyParent’s obligations under the Merger Agreement not being fulfilled or satisfiedsatisfied prior to the Effective Time. Each Stockholder shall retain at all times the right to vote such Stockholder’s Shares in such Stockholder’s sole discretion and without any other limitation on all matters not set forth in this Section 2.2(b).

Vote in Favor of the Merger and Related Matters. The Stockholder, solely in the Stockholder’s capacity as a stockholder of the Company (and not, if applicable, in the Stockholder’s capacity as an officer or director of the Company), irrevocably and unconditionally agrees that, from and after the date hereof until the Expiration Date (as defined below), at any meeting of the stockholders of the Company or any adjournment thereof, or in connection with any action by written consent of the stockholders of the Company, the Stockholder shall: (a) appear at each such meeting or otherwise cause all of its the Stockholder’s Shares Beneficially Owned by the Stockholder Shares to be counted as present thereat for purposes of calculating a quorum; and; (b) vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, all of its Stockholder the Stockholder’s Shares: (i) in favor of of, and will otherwise support, the adoption and approval of the Merger Agreement and approval of the Merger and the other Transactionstransactions contemplated by the Merger Agreement, including, but not limited to, any stockholder vote required by the Second Amended and Restated Articles of Incorporation of the Company (the “Articles”) and/or Chapter 92A of the NRS, (ii) in favor of any other matter reasonably relating to the consummation or facilitation of, or otherwise in furtherance of, the transactions contemplated by the Merger Agreement and the other Transactions, (iii) against against, and not otherwise support, any Acquisition Proposal and (iv) against or any other action, proposal, agreement, agreement or transaction or arrangement submitted for approval of the Company’s stockholders that is intended, or could would reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger, including, without limitation, any extraordinary transaction, merger, consolidation, sale of assets, recapitalization or other business combination involving the Company or any other action, agreement or arrangement that could reasonably be expected to result in a material breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or that could reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled or satisfied.;

Vote in Favor of the Merger and Related Matters. StockholderShareholder, solely in StockholderShareholder’s capacity as a stockholder shareholder of the Company (and not, if applicable, in StockholderShareholder’s capacity as an officer or director of the Company), irrevocably and unconditionally agrees that, from and after the date hereof and until the Expiration Date (as defined below)Time, at any meeting of the stockholders of the Company Shareholders or any adjournment or postponement thereof, or or, if becomes permissible under Israeli law, in connection with any action by written consent of the stockholders of the CompanyCompany Shareholders, Stockholder Shareholder shall: (a) appear at each such meeting or otherwise cause all of its Stockholder Shareholder Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all of its Shareholder Shares or deliver a written consent (or cause a consent to be delivered) covering, an executed written consent with respect to all of its Stockholder Shareholder Shares: (i) in favor of the adoption of the Merger Agreement and approval of the Merger Agreement, the Merger, the other Transactions and the other consummation of the Transactions, ; (ii) in favor of any other matter proposal reasonably relating necessary to the consummation or facilitation of, or otherwise in furtherance of, of the transactions contemplated by the Merger Agreement and recommended by the other Transactions, Company Board; (iii) against in favor of any Acquisition Proposal proposal recommended to adjourn or postpone any meeting of the Company Shareholders at which any of the foregoing matters are submitted for the consideration and vote of the Company Shareholders to a later date if there are not sufficient votes to approve any such matters on the date on which the meeting is initially held; and (iv) against any other action, proposal, agreement, transaction or arrangement submitted for approval of the Company’s stockholders agreement that is intendedwould prevent, impede or could reasonably be expected, to impede, interfere or be inconsistent with, delay, postpone, discourage or adversely affect delay the consummation of the Merger, including, without limitation, any extraordinary transaction, merger, consolidation, sale of assets, recapitalization or other business combination involving the Company or any other action, agreement or arrangement that could reasonably be expected to result in a material breach of any covenant, representation or warranty or any other obligation or agreement of the Company under transactions contemplated by the Merger Agreement or that could reasonably be expected to result in any of Agreement, including the conditions to the Company’s obligations under the Merger Agreement not being fulfilled or satisfiedMerger.

Vote in Favor of the Merger and Related Matters. Stockholder, solely in Stockholder’s capacity as a stockholder of the Company (and not, if applicable, in Stockholder’s capacity as an officer or director of the Company), irrevocably and unconditionally agrees that, from and after the date hereof and until the Expiration Date Time (as defined below), at any meeting of the stockholders of the Company or any adjournment thereof, or in connection with any action by written consent of the stockholders of the Company, Stockholder shall: (a) appear at each such meeting or otherwise cause all of his or its Stockholder Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, all of his or its Stockholder Shares: (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other Transactionstransactions contemplated by the Merger Agreement, (ii) in favor of any proposal to adjourn or postpone any meeting of the Company’s stockholders to a later date if there are not sufficient votes to adopt the Merger Agreement, (ii) in favor of any other matter reasonably relating to the consummation or facilitation of, or otherwise in furtherance of, the Merger and the other Transactionstransactions contemplated by the Merger Agreement, (iii) against any Acquisition Proposal or Acquisition Transaction and (iv) against any other action, proposal, agreement, transaction or arrangement submitted for approval of the Company’s stockholders that is intended, or could reasonably be expected, to impede, interfere or be inconsistent with, delay, postpone, discourage or adversely affect the consummation of the Merger, including, without limitation, any extraordinary transaction, merger, consolidation, sale of assets, recapitalization or other business combination involving the Company or any other action, agreement or arrangement that could reasonably be expected to result in a material breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or that could reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled or satisfied.

Vote in Favor of the Merger and Related Matters. The Stockholder, solely in the Stockholder’s 's capacity as a stockholder of the Company (and not, if applicable, in the Stockholder’s 's capacity as an officer or director of the Company), irrevocably and unconditionally agrees that, from and after the date hereof until the Expiration Date (as defined below), at any meeting of the stockholders of the Company or any adjournment thereof, or in connection with any action by written consent of the stockholders of the Company, the Stockholder shall: (a) appear at each such meeting or otherwise cause all the Stockholder's Shares Beneficially Owned or owned of its record by the Stockholder Shares to be counted as present thereat for purposes of calculating a quorum; and; (b) vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, all of its Stockholder the Stockholder's Shares: (i) in favor of of, and will otherwise support, the adoption and approval of the Merger Agreement and approval of the Merger and the other Transactionstransactions contemplated by the Merger Agreement, including, but not limited to, any stockholder vote required by the Second Amended and Restated Articles of Incorporation of the Company (the "Articles") and/or Chapter 92A of the NRS, (ii) in favor of any other matter reasonably relating to the consummation or facilitation of, or otherwise in furtherance of, the transactions contemplated by the Merger Agreement and (iii) except for the Merger and the other TransactionsMerger Agreement, (iii) against against, and not otherwise support, any Acquisition Proposal and (iv) against or any other action, proposal, agreement, agreement or transaction or arrangement submitted for approval of the Company’s 's stockholders that is intended, or could reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger, including, without limitation, any extraordinary transaction, merger, consolidation, sale of assets, recapitalization or other business combination involving the Company or any other action, action or agreement or arrangement that could reasonably be expected to result in a material breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or that could reasonably be expected to result in any of the conditions to the Company’s 's obligations under the Merger Agreement not being fulfilled or satisfied.;

Vote in Favor of the Merger and Related Matters. The Stockholder, solely in the Stockholder’s capacity as a stockholder of the Company (and not, if applicable, in the Stockholder’s capacity as an officer or director of the Company), irrevocably and unconditionally agrees that, from and after the date hereof until the Expiration Date (as defined below)Date, at any meeting of the stockholders of the Company or any adjournment thereof, or in connection with any action by written consent of the stockholders of the Company, the Stockholder shall: (a) appear at each such meeting or otherwise cause all the Stockholder’s Shares Beneficially Owned or owned of its record by the Stockholder Shares to be counted as present thereat for purposes of calculating a quorum; and; (b) vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, all of its Stockholder the Stockholder’s Shares: (i) in favor of of, and will otherwise support, the adoption of the Merger Agreement and approval of the Merger Merger, the Subsequent Mergers and the other Transactionstransactions contemplated by the Merger Agreement, including, but not limited to, any stockholder vote required by the Amended and Restated Certificate of Incorporation of the Company (the “Certificate”) and Section 251 of the DGCL, (ii) in favor of any other matter reasonably relating to the consummation or facilitation of, or otherwise in furtherance of, the transactions contemplated by the Merger Agreement and the other Transactions, (iii) against except for the Merger, the Subsequent Mergers and the Merger Agreement, against, and not otherwise support, any Company Acquisition Proposal and (iv) against or any other action, proposal, agreement, agreement or transaction or arrangement submitted for approval of the Company’s stockholders that is intended, or could would reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger, includingthe Subsequent Mergers or this Agreement, without limitation, including any extraordinary transaction, including any merger, consolidation, sale of assets, recapitalization or other business combination involving the Company or any of its Subsidiaries or any other action, action or agreement or arrangement that could would reasonably be expected to result in a material breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or that could would reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled or satisfied. Except as set forth in this Section 2.2, nothing in this Voting Agreement shall limit the right of the Stockholder to vote in favor of, against or abstain with respect to any matter presented to the Company’s stockholders, including in connection with the election of directors proposed by the Company or Purchaser or by a third party not in connection with a Company Acquisition Proposal proposed by such third party.

Vote in Favor of the Merger and Related Matters. Stockholder, solely in Stockholder’s capacity as a stockholder of the Company (and not, if applicable, in Stockholder’s capacity as an officer or director of the Company), irrevocably and unconditionally agrees that, from and after the date hereof and until the Expiration Date Time (as defined below), at any meeting of the stockholders of the Company or any adjournment thereof, or in connection with any action by written consent of the stockholders of the Company, Stockholder shall: (a) appear at each such meeting or otherwise cause all of its Stockholder Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, all of its Stockholder Shares: (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other Transactionstransactions contemplated by the Merger Agreement, (ii) in favor of any proposal to adjourn or postpone any meeting of the Company’s stockholders to a later date if there are not sufficient votes to adopt the Merger Agreement, (ii) in favor of any other matter reasonably relating to the consummation or facilitation of, or otherwise in furtherance of, the Merger and the other Transactionstransactions contemplated by the Merger Agreement, (iii) against any Acquisition Proposal and (iv) against any other action, proposal, agreement, transaction or arrangement submitted for approval of the Company’s stockholders that is intended, or could reasonably be expected, to impede, interfere or be inconsistent with, delay, postpone, discourage or adversely affect the consummation of the Merger, including, without limitation, any extraordinary transaction, merger, consolidation, sale of assets, recapitalization or other business combination involving the Company or any other action, agreement or arrangement that could reasonably be expected to result in a material breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or that could reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled or satisfied.

Vote in Favor of the Merger and Related Matters. StockholderShareholder, solely in StockholderShareholder’s capacity as a stockholder of the Company Shareholder (and not, if applicable, in StockholderShareholder’s capacity as an officer or director of the Company), irrevocably and unconditionally agrees that, from and after the date hereof and until the Expiration Date Time (as defined belowthe “Voting Period”), at any meeting of the stockholders of the Company Shareholders or any adjournment or postponement thereof, or in connection with any action by written consent consent, if such action is permissible under Israeli law, of the stockholders of the CompanyCompany Shareholders, Stockholder shallShareholder will: (a) appear at each such meeting or otherwise cause all of its Stockholder Shareholder Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all of its Shareholder Shares or deliver a written consent (or cause a consent to be delivered) covering, an executed written consent with respect to all of its Stockholder such Shareholder Shares: (i) in favor of the approval and adoption of the Merger Agreement Agreement, the Merger, the other Transactions and approval the consummation of the Merger and the other Transactions, ; (ii) in favor of any other matter proposal reasonably relating necessary to the consummation or facilitation of, or otherwise in furtherance of, of the Merger and the other Transactions, ; (iii) against in favor of any Acquisition Proposal proposal recommended to adjourn or postpone any meeting of the Company Shareholders at which any of the foregoing matters are submitted for the consideration and vote of the Company Shareholders to a later date if there are not sufficient votes to approve any such matters on the date on which the meeting is initially held; and (iv) against (A) any Acquisition Proposal or any other action, proposal, agreementtransaction or agreement made in opposition to or in competition with, or that would prevent, materially impede or materially delay the consummation of, the Transactions, including the Merger, (B) any action, proposal, transaction or arrangement submitted for approval of the Company’s stockholders that is intended, or could reasonably be expected, to impede, interfere or be inconsistent with, delay, postpone, discourage or adversely affect the consummation of the Merger, including, without limitation, any extraordinary transaction, merger, consolidation, sale of assets, recapitalization or other business combination agreement involving the Company or any other action, agreement or arrangement Company Subsidiary that could would reasonably be expected to result in a material breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or that could reasonably be expected to result would cause the failure of any condition set forth in any Section 7.1 and Section 7.2 of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled and (C) any amendment of the Company Charter Documents or satisfiedany other action, proposal, transaction or agreement involving the Company or any Company Subsidiary that would, in each case, in any material manner, impede, frustrate, prevent or nullify any provision of the Merger Agreement or the consummation of the Transactions, including the Merger, or change the voting rights of any Company Shares.