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. (b) In furtherance of, and in accordance with and subject to, the foregoing, the Stockholder hereby appoints MergerCo, which shall act by and through Brian D. Fitzgerald, George A. Gebauer, and William R. Schlueter, and xxxx xx xxxx, xxxx fxxx xxxxx xx xxxxtitutixx xx xxx xxxxxxxx, his proxies to vote all of the Shares held by him at any meeting, general or special, of the stockholders of the Company with respect to the approval of the Merger and the Merger Agreement and any related action. THE PROXY AND POWER OF ATTORNEY GRANTED HEREIN SHALL BE IRREVOCABLE DURING THE TERM OF THIS AGREEMENT, SHALL BE DEEMED TO BE COUPLED WITH AN INTEREST AND SHALL REVOKE ALL PRIOR PROXIES GRANTED BY THE STOCKHOLDER. THE STOCKHOLDER SHALL NOT GRANT ANY PROXY TO ANY PERSON WHICH CONFLICTS WITH THE PROXY GRANTED HEREIN AND ANY ATTEMPT TO DO SO SHALL BE VOID. (c) The Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that the Stockholder may have.

Voting Agreement; Irrevocable Proxy. (a) The Stockholder Each of the Other Stockholders on or before the effective time of the Merger (ias hereinafter defined) shall (individually, a "Grantor" and collectively, the "Grantors") agrees with A1 to vote or cause to be voted for the approval Shares owned and held by each respective Grantor (including, without limitation, shares of Common Stock that may be issued in respect of such Shares, whether by way of stock split, dividend, merger, recapitalization, reclassification, exchange of shares, liquidation or otherwise) (collectively, the Merger Agreement "Proxy Shares") except to the extent that the Proxy (as hereinafter defined) votes the Proxy Shares, in the manner directed by A1. In connection therewith each Grantor hereby irrevocably appoints A1 proxy and attorney in fact with full power of substitution (the Merger"Proxy"), at any meeting of to vote the Proxy Shares in such manner as the Proxy in his sole discretion deems proper, on all the matters which may be submitted to the stockholders of the Company called for whether at an annual meeting or special meeting of stockholders (and whether or not adjourned or postponed) or by written consent, other than in connection with those matters specified in Section 6.3 above. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each of the purpose Grantors hereby revokes all other proxies and powers 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 attorney with respect to the Merger Agreement Proxy Shares which he may have heretofore appointed or granted, and, no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed shall not be effective) by the Grantors with respect thereto. (b) In the event that any Shares are issued after the effective time of the Merger is sought(the "Post-Merger Shares"), the holders of such Shares (individually, a "Post-Merger Grantor" and collectively, the "Post-Merger Grantors") agree with A1, with respect to exactly 50% of the Post-Merger Proxy Shares(as hereinafter defined), and (ii) shall G1, with respect to exactly 50% of the Post-Merger Proxy Shares, to vote or cause to be voted against the approval Post-Merger Shares owned and held by each respective Post-Merger Grantor (including, without limitation, shares of Common Stock that may hereafter be acquired by each Post-Merger Grantor, and any other agreement providing for a securities that may be issued in respect of such Shares, whether by way of stock split, dividend, merger, consolidationrecapitalization, sale reclassification, exchange 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 hindershares, 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 liquidation or otherwise) by him; PROVIDED(collectively, HOWEVER, the "Post-Merger Proxy Shares") except to the extent that the foregoing obligations shall be suspended ifPost-Merger Proxies (as hereinafter defined) votes the Post-Merger Proxy Shares, in the manner directed by A1, with respect to exactly 50% of the Post-Merger Proxy Shares, and for such time asG1, the Company Board, in full compliance with the provisions of Section 7.1(e) respect to exactly 50% of the Post-Merger AgreementProxy Shares. In connection therewith each Post-Merger Grantor hereby irrevocably appoints A1, (i) resolves not with respect to recommendexactly 50% of the Post-Merger Proxy Shares, and does not recommendG1, with respect to exactly 50% of the Post-Merger Proxy Shares, proxy and attorney in fact with full power of substitution (the "Post-Merger Proxies"), to vote the Company's stockholders that they vote Post-Merger Proxy Shares in favor of such manner as the approval of Post-Merger Proxies in their respective sole discretion deem proper, on all the Merger Agreement, or (ii) withdraws its recommendation matters which may be submitted to the Company's stockholders that they vote in favor of the Merger Agreement. (b) In furtherance of, and in accordance with and subject to, the foregoing, the Stockholder hereby appoints MergerCo, which shall act by and through Brian D. Fitzgerald, George A. Gebauer, and William R. Schlueter, and xxxx xx xxxx, xxxx fxxx xxxxx xx xxxxtitutixx xx xxx xxxxxxxx, his proxies to vote all of the Shares held by him at any meeting, general or special, of the stockholders of the Company whether at an annual meeting or special meeting of stockholders (and whether or not adjourned or postponed) or by written consent, other than in connection with respect to the approval of the Merger and the Merger Agreement and any related actionthose matters specified in Section 6.3 above. THE THIS PROXY AND POWER OF ATTORNEY GRANTED HEREIN SHALL BE IS IRREVOCABLE DURING THE TERM OF THIS AGREEMENT, SHALL BE DEEMED TO BE AND COUPLED WITH AN INTEREST AND SHALL REVOKE ALL PRIOR PROXIES GRANTED BY THE STOCKHOLDERINTEREST. THE STOCKHOLDER SHALL NOT GRANT ANY PROXY TO ANY PERSON WHICH CONFLICTS WITH THE PROXY GRANTED HEREIN AND ANY ATTEMPT TO DO SO SHALL BE VOIDEach of the Post-Merger Grantors hereby revokes all other proxies and powers of attorney with respect to the Post-Merger Proxy Shares which he may have heretofore appointed or granted, and, no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed shall not be effective) by the Post-Merger Grantors with respect thereto. (c) The Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that the Stockholder may have.

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. (b) In furtherance of, and in accordance with and subject to, the foregoing, the Stockholder Meridian hereby appoints MergerCoState Auto, which shall act by and through Brian D. FitzgeraldXxxxxx X. Xxxxxx, George A. GebauerXxxxxx X. Xxxxx, and William R. SchlueterXxxx X. Xxxxxxx, and xxxx xx xxxxeach of them, xxxx fxxx xxxxx xx xxxxtitutixx xx xxx xxxxxxxxwith full power of substitution in the premises, his proxies as Meridian's proxy to vote all of the Common Shares held by him Meridian at any meeting, general or special, of the stockholders shareholders of the Company with respect to the approval of the MIGI Merger Agreement and the Merger Agreement and any related action. THE PROXY AND POWER OF ATTORNEY GRANTED HEREIN SHALL BE IRREVOCABLE DURING THE TERM OF THIS AGREEMENTThe proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, SHALL BE DEEMED TO BE COUPLED WITH AN INTEREST AND SHALL REVOKE ALL PRIOR PROXIES GRANTED BY THE STOCKHOLDERshall be deemed to be coupled with an interest and shall revoke all prior proxies granted by Meridian with respect to the matters set forth in this Agreement. THE STOCKHOLDER SHALL NOT GRANT ANY PROXY TO ANY PERSON WHICH CONFLICTS WITH THE PROXY GRANTED HEREIN AND ANY ATTEMPT TO DO SO SHALL BE VOIDMeridian shall not grant any proxy to any person which conflicts with the proxy granted herein and any attempt to do so shall be void. (c) The Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that the Stockholder may have.

Voting Agreement; Irrevocable Proxy. During the Agreement Period (a) The Stockholder (i) shall vote or cause to be voted for the approval as defined in Section 7 below), at every meeting 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 any of the Merger Agreement or the Merger is soughtfollowing, 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 ifat every adjournment thereof, 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 on every action or approval of the Merger Agreement, by written resolution or (ii) withdraws its recommendation to the Company's stockholders that they vote in favor of the Merger Agreement. (b) In furtherance of, and in accordance with and subject to, the foregoing, the Stockholder hereby appoints MergerCo, which shall act by and through Brian D. Fitzgerald, George A. Gebauer, and William R. Schlueter, and xxxx xx xxxx, xxxx fxxx xxxxx xx xxxxtitutixx xx xxx xxxxxxxx, his proxies to vote all of the Shares held by him at any meeting, general or special, consent of the stockholders of the Company with respect to any of the approval following, each Stockholder hereby agrees that the Stockholder will vote the Stockholder’s Subject Shares in respect of which the Stockholder is entitled to vote at any such meeting or in connection with any such written consent (a) in favor of the Merger and the Merger Agreement and (b) against (i) any related Transaction Proposal; (ii) any election of new directors to the Company’s Board of Directors or any amendment of the Company’s Organizational Documents, other than as provided in the Merger Agreement; (iii) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement or of the Company under the Merger Agreement; or (iv) any corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the Merger or breach any term or condition of the Merger Agreement. THE PROXY AND POWER OF ATTORNEY GRANTED HEREIN SHALL BE IRREVOCABLE DURING THE TERM OF THIS AGREEMENT, SHALL BE DEEMED TO BE COUPLED WITH AN INTEREST AND SHALL REVOKE ALL PRIOR PROXIES GRANTED BY THE STOCKHOLDER. THE STOCKHOLDER SHALL NOT GRANT ANY PROXY TO ANY PERSON WHICH CONFLICTS WITH THE PROXY GRANTED HEREIN AND ANY ATTEMPT TO DO SO SHALL BE VOID. (c) The Each Stockholder hereby waives appoints Acquiror and any rights Affiliate of appraisal Acquiror, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or rights act by written consent during the term of this Agreement with respect to dissent from the Merger that Subject Shares solely in the manner prescribed by Sections 1(a) and 1(b) above. This proxy and power of attorney granted by each Stockholder may haveshall be irrevocable during the Agreement Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Stockholder with respect to the Subject Shares. The power of attorney granted by each Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Stockholder. The proxy and power of attorney granted hereunder shall terminate upon termination of the Agreement Period.

Voting Agreement; Irrevocable Proxy. From the date of this Agreement and ending on the Termination Date (as defined below), Stockholder agrees with Parent as follows: (a) The Stockholder Agreement to Vote the Subject Shares. Without in any way limiting Stockholder's right to vote the Subject Shares in its sole discretion with respect to any other matters that may be submitted to a stockholder vote, consent or other approval (i) shall vote or cause to be voted for the approval of the Merger Agreement and the Mergerincluding by written consent), at any meeting of the stockholders of Seller called upon to approve and adopt the Company called for Purchase Agreement and the purpose of voting on the Merger Agreement Asset Sale or the Merger or at any adjournment thereof or in any other circumstance circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger Purchase Agreement or and the Merger Asset Sale is sought, and (ii) Stockholder shall vote (or cause to be voted against voted) the Subject Shares as follows: (i) in favor of the Asset Sale, the adoption by the stockholders of Seller of the Purchase Agreement and approval of the other transactions contemplated by the Purchase Agreement; (ii) against any action or agreement that is reasonably likely to result in a breach in any material respect of any covenant, representation or warranty or any other obligation of Seller under the Purchase Agreement; and (iii) against (x) any Takeover Proposal or any merger agreement providing for a or merger, consolidation, combination, sale of substantially all of Seller's assets (other than the Purchase Agreement and the Asset Sale), sale or issuance of securities of Seller, reorganization, joint venture, recapitalization, dissolution, liquidation or winding up of or by Seller and (y) any amendment of the Seller's articles of incorporation or bylaws or equivalent organizational documents or other business combination proposal or transaction involving Seller which amendment or other proposal or transaction would or could reasonably be expected to impede, frustrate, prevent, nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Seller under or with respect to the Company Asset Sale, the Purchase Agreement 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 transactions contemplated by the Stockholder on the date of this Purchase 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 this Agreement. (b) In furtherance ofIrrevocable Proxy. Stockholder hereby irrevocably grants to, and appoints, Parent and any individual who shall be designated by Parent, Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in accordance with the name, place and subject tostead of Stockholder, the foregoing, the Stockholder hereby appoints MergerCo, which shall act by and through Brian D. Fitzgerald, George A. Gebauer, and William R. Schlueter, and xxxx xx xxxx, xxxx fxxx xxxxx xx xxxxtitutixx xx xxx xxxxxxxx, his proxies to vote all the Subject Shares, or grant a consent or approval in respect of the Shares held by him Subject Shares, at any meeting, general or special, meeting of the stockholders of Seller or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, in the Company with respect to manner contemplated by Section 2(a) hereof. Stockholder understands and acknowledges that Purchaser is entering into the approval Purchase Agreement in reliance upon Stockholder's execution and delivery of the Merger and the Merger Agreement and any related actionthis Agreement. STOCKHOLDER HEREBY AFFIRMS THAT THE PROXY AND POWER OF ATTORNEY GRANTED HEREIN SHALL BE IRREVOCABLE DURING THE TERM OF SET FORTH IN THIS AGREEMENT, SHALL BE DEEMED TO BE SECTION 2(b) IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE UNTIL SUCH TIME AS THIS AGREEMENT TERMINATES IN ACCORDANCE WITH ITS TERMS AND THAT NO SUBSEQUENT PROXIES WITH RESPECT TO THE SUBJECT SHARES SHALL REVOKE ALL PRIOR PROXIES GRANTED BY THE STOCKHOLDER. THE STOCKHOLDER BE GIVEN (AND IF GIVEN SHALL NOT GRANT ANY PROXY TO ANY PERSON WHICH CONFLICTS WITH THE PROXY GRANTED HEREIN AND ANY ATTEMPT TO DO SO SHALL BE VOID. (c) The EFFECTIVE). Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger further affirms that the irrevocable proxy is given in connection with the execution of the Purchase Agreement and that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder hereby ratifies and confirms all that such irrevocable proxy may havelawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 2-507 of the Maryland General Corporation Law (the "MGCL"), subject to the terms of this Section 2(b). Subject to the foregoing, the power of attorney granted by Stockholder is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of Stockholder.