Common use of Voting Agreement; Agreement to Tender Clause in Contracts

Voting Agreement; Agreement to Tender. (a) Each Stockholder and Acquiror hereby severally and not jointly agrees that from the date hereof to the earlier to occur of the termination of the Merger Agreement or the Effective Time, at any meeting of the stockholders of the Company, however called, and in any action by consent of the stockholders of the company, such Stockholder and Acquiror shall vote the Shares: (i) in favor of the Merger, the Merger Agreement (as amended from time to time) and the transactions contemplated by the Merger Agreement (collectively, the "subject transactions"), (ii) against any proposal for any recapitalization, merger (other than the Merger), sale of assets or other business combination between the Company and any person or entity (other than Acquiror or Sub) or any other action or agreement that would result in a breach of any covenant or any other obligation or agreement of the Company under the Merger Agreement or which would result in any of the conditions to the Merger Agreement not being fulfilled and (iii) against the following actions (other than pursuant to the terms of this Agreement or the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of it Subsidiaries; (B) any sale, lease or transfer by the Company of a material amount of assets (including stock) of the Company or any of its Subsidiaries; or a reorganization, restructuring, recapitalization, special dividend, dissolution or liquidation of the Company or any of its Subsidiaries; or (C)(1) any change in a majority of the persons who constitute the board of directors of the Company or any of its Subsidiaries; (2) any change in the present capitalization of the Company or any of its Subsidiaries including any proposal to sell a substantial equity interest in the Company or any of its Subsidiaries; (3) any amendment to the Company or any of its Subsidiaries' charters or By-laws; (4) any other change in the Company or any of its Subsidiaries' corporate structure or business; or (5) any other action which, in the case of each of the matters referred to in clauses (C)(1), (2), (3) or (4), is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or materially adversely affect the Merger and the transactions contemplated by this Agreement. (b) Each Stockholder and Acquiror severally and not jointly agrees that it shall not enter into any agreement or understanding the effect of which would be inconsistent with or violative of the provisions and agreements contained herein, including in this Section 1.

Voting Agreement; Agreement to Tender. (a) Each Stockholder and Acquiror hereby severally and not jointly agrees that from the date hereof to the earlier to occur of the termination of the Merger Agreement or the Effective Time, at any meeting of the stockholders of the Company, however called, and in any action by consent of the stockholders of the company, such Stockholder and Acquiror shall vote the Shares: (i) in favor of the Merger, the Merger Agreement (as amended from time to time) and the transactions contemplated by the Merger Agreement (collectively, the "subject transactions"), (ii) against any proposal for any recapitalization, merger (other than the Merger), sale of assets or other business combination between the Company and any person or entity (other than Acquiror or Sub) or any other action or agreement that would result in a breach of any covenant or any other obligation or agreement of the Company under the Merger Agreement or which would result in any of the conditions to the Merger Agreement not being fulfilled and (iii) against the following actions (other than pursuant to the terms of this Agreement or the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of it Subsidiaries; (B) any sale, lease or transfer by the Company of a material amount of assets (including stock) of the Company or any of its Subsidiaries; or a reorganization, restructuring, recapitalization, special dividend, dissolution or liquidation of the Company or any of its Subsidiaries; or (C)(1) any change in a majority of the persons who constitute the board of directors of boa the Company or any of its Subsidiaries; (2) any change in the present capitalization of the Company or any of its Subsidiaries including any proposal to sell a substantial equity interest in the Company or any of its Subsidiaries; (3) any amendment to the Company or any of its Subsidiaries' charters or By-laws; (4) any other change in the Company or any of its Subsidiaries' corporate structure or business; or (5) any other action which, in the case of each of the matters referred to in clauses (C)(1), (2), (3) or (4), is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or materially adversely affect the Merger and the transactions contemplated by this Agreement. (b) Each Stockholder and Acquiror severally and not jointly agrees that it shall not enter into any agreement or understanding the effect of which would be inconsistent with or violative of the provisions and agreements contained herein, including in this Section 1.