Common use of Voting Agreement and Irrevocable Proxy Clause in Contracts

Voting Agreement and Irrevocable Proxy. Section 2.1 Agreement to Vote the Subject Shares. Subject to Section 2.3, Section 2.4 and Section 2.5, Shareholder hereby unconditionally and irrevocably agrees that, during the Voting Period, at any duly called meeting of the stockholders of the Company (or any adjournment or postponement thereof), and in any action by written consent of the stockholders of the Company, Shareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and it shall vote or consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares (a) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (b) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of Shareholder contained in this Agreement, and (c) against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any Company Takeover Proposal or any proposal in opposition to approval of the Merger Agreement or in competition with or materially inconsistent with the Merger Agreement; and (ii) (A) any change in the persons who constitute the Board); (B) any material change in the present capitalization of the Company or any amendment of the Certificate of Incorporation or Bylaws; (C) any change in the Company's corporate structure or business; or (D) any other action or proposal involving the Company or any Company Subsidiary that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement or could reasonably be expected to result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled. Subject to Section 2.5, Shareholder agrees not to, and shall cause its Representatives not to, enter into any agreement, commitment or arrangement with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article II.

Voting Agreement and Irrevocable Proxy. Section SECTION 2.1 Agreement to Vote the Subject Shares. Subject to Section 2.3, Section 2.4 and Section 2.5, Shareholder hereby unconditionally and irrevocably agrees that, during the Voting Period, at any duly called meeting of the stockholders shareholders of the Company (or in connection with any written consent) at which such matters are considered and at every adjournment or postponement thereof), and in any action by written consent of the stockholders of the Company, Shareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and it shall vote or consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares (a) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (by) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in or any of its subsidiaries under the Merger Agreement or of Shareholder contained in the Shareholders under this Agreement, and (cz) except as otherwise agreed to in writing in advance by Parent, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company Takeover Proposal or any proposal in opposition to approval of its subsidiaries and any Company Acquisition Proposal; (ii) a sale, lease or transfer of a significant part of the Merger Agreement assets of the Company or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries (each of the actions in competition with clauses (i) or materially inconsistent with the Merger Agreement(ii), a "Business Combination"); and (iiiii) (A) any change in the persons who constitute the Boardboard of directors of the Company that is not approved in advance by at least a majority of the persons who were directors of the Company as of the date of this Agreement (or their successors who were so approved); (B) any material change in the present capitalization of the Company or any amendment of the Certificate Company's articles of Incorporation incorporation or Bylawsbylaws; (C) any other material change in the Company's corporate structure or business; or (D) any other action or proposal involving the Company or any Company Subsidiary of its subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone postpone, or adversely affect the transactions contemplated by the Merger Agreement Agreement. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Each of the Shareholders agrees not to enter into any agreement, letter of intent, agreement in principle or understanding with any person that violates or conflicts with or could reasonably be expected to result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled. Subject to Section 2.5, Shareholder agrees not to, and shall cause its Representatives not to, enter into any agreement, commitment violate or arrangement conflict with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Agreement or the Merger Agreement. For the avoidance of doubt, this Agreement is intended to constitute a voting agreement entered into under Section B, Article II2.30 of the TBCA for the duration of the Voting Period.

Voting Agreement and Irrevocable Proxy. Section SECTION 2.1 Agreement to Vote the Subject Shares. Subject to Section 2.3Each Shareholder, Section 2.4 and Section 2.5in its capacity as such, Shareholder hereby unconditionally and irrevocably agrees that, that during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the "Voting Period"), at any duly called meeting of the stockholders of the Company (or any adjournment or postponement thereof)) of the holders of any class or classes of the capital stock of the Company, and however called, or in connection with any action by written consent of the stockholders holders of any class or classes of the capital stock of the Company, Shareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and it Shareholders shall vote or consent (or cause to be voted or consented), in person or by proxy, all of its voted) their Subject Shares (ax) in favor of the adoption approval of the terms of the Merger Agreement and approval each of the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof)) at every meeting of the shareholders of the Company (or in connection with any written consent) at which such matters are considered and at every adjournment thereof, (by) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in or any of its subsidiaries under the Merger Agreement or of Shareholder contained in the Shareholders under this Agreement, and (cz) except as otherwise agreed to in writing in advance by Parent, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company Takeover Proposal or any proposal in opposition to approval of its subsidiaries and any Company Acquisition Proposal; (ii) a sale, lease or transfer of a significant part of the Merger Agreement assets of the Company or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries (each of the actions in competition with clauses (i) or materially inconsistent with the Merger Agreement(ii), a "Business Combination"); and (ii) (Aiii)(A) any change in the persons who constitute the Boardboard of directors of the Company that is not approved in advance by at least a majority of the persons who were directors of the Company as of the date of this Agreement (or their successors who were so approved); (B) any material change in the present capitalization of the Company or any amendment of the Certificate Company's articles of Incorporation incorporation or Bylawsbylaws; (C) any other material change in the Company's corporate structure or business; or (D) any other action or proposal involving the Company or any Company Subsidiary of its subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone postpone, or adversely affect the transactions contemplated by the Merger Agreement Agreement. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Each of the Shareholders agrees not to enter into any agreement, letter of intent, agreement in principle or understanding with any person that violates or conflicts with or could reasonably be expected to result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled. Subject to Section 2.5, Shareholder agrees not to, and shall cause its Representatives not to, enter into any agreement, commitment violate or arrangement conflict with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Agreement or the Merger Agreement. For the avoidance of doubt, this Agreement is intended to constitute a voting agreement entered into under Section B, Article II2.30 of the TBCA for the duration of the Voting Period.