Common use of Voting Agreement; Irrevocable Proxy Clause in Contracts

Voting Agreement; Irrevocable Proxy. (a) The Stockholder (i) shall vote or cause to be voted for the approval of the Merger Agreement and the Merger, at any meeting of stockholders of the Company called for the purpose of voting on the Merger Agreement or the Merger or any adjournment thereof or in any other circumstance upon which a vote, consent or other approval with respect to the Merger Agreement or the Merger is sought, and (ii) shall vote or cause to be voted against the approval of any other agreement providing for a merger, consolidation, sale of assets or other business combination of the Company or any of its subsidiaries with any person or entity other than Parent and its subsidiaries or any other proposal involving the Company or any of its subsidiaries which would in any manner hinder, impede, delay or prevent the consummation of the Merger, all of the Shares that the Stockholder shall be entitled to so vote, whether such Shares are held by the Stockholder on the date of this Agreement or are subsequently acquired (whether pursuant to the exercise of stock options or otherwise) by him; PROVIDED, HOWEVER, that the foregoing obligations shall be suspended if, and for such time as, the Company Board, in full compliance with the provisions of Section 7.1(e) of the Merger Agreement, (i) resolves not to recommend, and does not recommend, to the Company's stockholders that they vote in favor of the approval of the Merger Agreement, or (ii) withdraws its recommendation to the Company's stockholders that they vote in favor of the Merger Agreement.

Voting Agreement; Irrevocable Proxy. (a) The Stockholder Meridian (i) shall vote or cause to be voted for the approval of the MIGI Merger Agreement and the Merger, at any meeting of stockholders shareholders of the Company called for the purpose of voting on the MIGI Merger Agreement or the Merger or any adjournment thereof or in any other circumstance upon which a vote, consent or other approval with respect to the MIGI Merger Agreement or the Merger is sought, and (ii) shall vote or cause to be voted against the approval of any other agreement providing for a merger, consolidation, sale of assets or other business combination of the Company or any of its subsidiaries with any person or entity other than Parent State Auto and its subsidiaries or any other proposal involving the Company or any of its subsidiaries which would in any manner hinder, impede, delay or prevent the consummation of the Merger, all of the Common Shares that the Stockholder Meridian shall be entitled to so vote, whether such Common Shares are held by the Stockholder Meridian on the date of this Agreement or are subsequently acquired (whether pursuant to the exercise of stock options or otherwise) by himMeridian; PROVIDEDprovided, HOWEVERhowever, that the foregoing obligations shall be suspended if, and for such time as, the Company BoardBoard (as defined in the MIGI Merger Agreement), in full compliance with the provisions of Section 7.1(e7.5(b) of the MIGI Merger Agreement, (i) resolves not to recommend, and does not recommend, to the Company's stockholders shareholders that they vote in favor of the approval of the MIGI Merger AgreementAgreement and the Merger, or (ii) withdraws its recommendation to the Company's stockholders shareholders that they vote in favor of the MIGI Merger AgreementAgreement and the Merger.