Common use of Voting Agreement and Agreement Not to Transfer Clause in Contracts

Voting Agreement and Agreement Not to Transfer. (a) The Promissor hereby agrees to vote all of the Shares held by the Promissor (i) in favor of the Merger, the Merger Agreement and the transactions contemplated by the Merger Agreement; (ii) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (iii) except with the prior written consent of Parent, against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transactions, such as a merger, consolidation or other business combination involving the Company; (B) any sale, lease or transfer of a material amount of the assets of the Company; (C) any change in the majority of the Board of the Company; (D) any material change in the present capitalization of the Company; (E) any amendment of the Company’s Articles of Incorporation; (F) any other material change in the Company’s corporate structure or business; or (G) any other action which is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially adversely affect the contemplated economic benefits to Parent or Company of the transactions contemplated by the Merger Agreement. The Promissor shall not enter into any agreement or understanding with any person or entity prior to the Termination Date (as defined below) to vote or give instructions after the Termination Date in any manner inconsistent with clauses (i), (ii) or (iii) of the preceding sentence.

Voting Agreement and Agreement Not to Transfer. (a) The Promissor Shareholder hereby agrees to vote or caused to be voted all of the Shareholder’s Shares held by the Promissor (i) in favor of the Merger, the Merger Agreement and the transactions contemplated by adoption of the Merger Agreement; (ii) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (iii) except with the prior written consent of ParentAcquiror, against the following actions (other than the Merger and the transactions contemplated by the Merger AgreementMerger): (A) any extraordinary corporate transactions, such as a merger, consolidation or other business combination involving the Company; (B) any sale, lease lease, transfer or transfer disposition of a material amount of the assets of the Company; (C) any change in the majority of the Board board of directors of the Company; (D) any material change in the present capitalization of the Company; (E) any amendment of the Company’s Articles articles of Incorporationincorporation or bylaws; (F) any other material change in the corporate structure, business, assets or ownership of the Company’s corporate structure or business; or (G) any other action which is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially adversely affect the contemplated economic benefits to Parent or Company Acquiror of the Merger and the transactions contemplated by the Merger Agreement. The Promissor Shareholder shall not enter into any agreement agreement, arrangement or understanding with any person or entity Person prior to the Termination Date (as defined below) to vote or give instructions instructions, whether before or after the Termination Date Date, in any manner inconsistent with clauses (i), (ii) or (iii) of the preceding sentence.

Voting Agreement and Agreement Not to Transfer. (a) The Promissor Shareholder hereby agrees to vote all of the Shares held by the Promissor Shareholder (i) in favor of the Merger, the Merger Agreement and the transactions contemplated by the Merger Agreement; (ii) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company Diablo under the Merger Agreement; and (iii) except with the prior written consent of ParentHeritage or as otherwise contemplated in the Agreement, against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transactions, such as a merger, consolidation or other business combination involving the CompanyDiablo; (B) any sale, lease or transfer of a material amount of the assets of the CompanyDiablo; (C) any change in the majority of the Board board of the CompanyDiablo; (D) any material change in the present capitalization of the CompanyDiablo; (E) any amendment of the CompanyDiablo’s Articles of Incorporation; (F) any other material change in the CompanyDiablo’s corporate structure or business; or (G) any other action which is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially adversely affect the contemplated economic benefits to Parent or Company Heritage of the transactions contemplated by the Merger Agreement. The Promissor Shareholder shall not enter into any agreement or understanding with any person or entity prior to the Termination Date (as defined below) to vote or give instructions after the Termination Date in any manner inconsistent with clauses (i), (ii) or (iii) of the preceding sentence.

Voting Agreement and Agreement Not to Transfer. (a) The Promissor Shareholder hereby agrees to vote or caused to be voted all of the Shareholder’s Shares held by the Promissor (i) in favor of the Merger, the Merger Agreement and the transactions contemplated by adoption of the Merger Agreement; (ii) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (iii) except with the prior written consent of Parent, against the following actions (other than the Merger and the transactions as contemplated by the Merger Agreement): (A) any extraordinary corporate transactions, such as a merger, consolidation or other business combination involving the Company; (B) any sale, lease lease, transfer or transfer disposition of a material amount of the assets of the Company; (C) any change in the majority of the Board board of directors of the Company; (D) any material change in the present capitalization of the Company; (E) any amendment of the Company’s Articles articles of Incorporationincorporation or bylaws; (F) any other material change in the corporate structure, business, assets or ownership of the Company’s corporate structure or business; or (G) any other action which is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially adversely affect the contemplated economic benefits to Parent or Company of the Merger and the transactions contemplated by the Merger Agreement. The Promissor Shareholder shall not enter into any agreement agreement, arrangement or understanding with any person or entity Person prior to the Termination Date (as defined below) to vote or give instructions instructions, whether before or after the Termination Date Date, in any manner inconsistent with clauses (i), (ii) or (iii) of the preceding sentence.