Common use of Voting Agreement Proxy Clause in Contracts

Voting Agreement Proxy. From the date hereof until the earlier of (a) the final adjournment of the Parent Shareholders Meeting, (b) the termination of this Agreement in accordance with its terms or (c) the approval of the Parent Shareholder Matters at the Parent Shareholders Meeting (such period of time, the “Support Period”), the Stockholder irrevocably and unconditionally hereby agrees, that at the Parent Shareholders Meeting (whether annual or special and each adjourned or postponed meeting), or in connection with any written consent of the Parent’s stockholders to vote upon the Parent Shareholder Matters, the Stockholder shall (i) appear at the Parent Shareholder Meeting or otherwise cause all of his or her Existing Shares and all other shares of Parent Common Stock or voting securities of the Parent over which such Stockholder has acquired beneficial or record ownership after the date hereof and has the power to vote or direct the voting of (including any shares of Parent Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Parent Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities or otherwise) (together with the Existing Shares, the “Shares”), to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (A) in favor of the approval of the Parent Shareholder Matters, (B) in favor of any proposal to adjourn or postpone the Parent Shareholder Meeting to a later date if there are not sufficient votes to approve the Parent Shareholder Matters, and (C) against any action, proposal, transaction or agreement that would reasonably be likely to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent contained in the Merger Agreement, or of the Stockholder contained in this Agreement, or (2) prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger; provided, that the foregoing applies solely to the Stockholder in his or her capacity as a stockholder and the Stockholder makes no agreement or understanding in this Agreement in the Stockholder’s capacity as a director or officer of Parent or any of its Subsidiaries, and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in the Stockholder’s capacity as a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement; and (b) will be construed to prohibit, limit or restrict the Stockholder from exercising (i) the Stockholder’s fiduciary duties as an officer or director to Parent or its stockholders, or (ii) if the Stockholder is serving as a trustee or fiduciary of any ERISA plan or trust, from exercising his or her duties and obligations as a trustee or fiduciary of such ERISA plan or trust. The Stockholder covenants and agrees that, except for this Agreement, such Stockholder (x) has not entered into, and shall not enter into during the Support Period, any voting agreement or voting trust with respect to the Shares and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any proxy to carry out the intent of this Agreement and any proxy granted for ordinary course proposals at an annual meeting. The Stockholder agrees not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth herein. The Stockholder hereby constitutes and appoints the Chief Executive Officer of the Company, with full power of substitution, as the Stockholder’s proxy with respect to the matters set forth herein, and hereby authorizes such proxy to represent and to vote, if and only if the Stockholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) any or all of the Shares in a manner that is inconsistent with the terms of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce the Company to execute the Merger Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereof. The Stockholder hereby revokes any and all previous proxies with respect to the Shares.

Voting Agreement Proxy. From the date hereof until the earlier of (a) the final adjournment of the Parent Company Shareholders Meeting, (b) the termination of this Agreement in accordance with its terms or (c) the approval of the Parent Company Shareholder Matters at the Parent Company Shareholders Meeting (such period of time, the “Support Period”), the Stockholder irrevocably and unconditionally hereby agrees, that at the Parent Company Shareholders Meeting (whether annual or special and each adjourned or postponed meeting), or in connection with any written consent of the ParentCompany’s stockholders to vote upon the Parent Company Shareholder Matters, the Stockholder shall (i) appear at the Parent Company Shareholder Meeting or otherwise cause all of his or her Existing Shares and all other shares of Parent Company Common Stock or voting securities of the Parent Company over which such Stockholder has acquired beneficial or record ownership after the date hereof and has the power to vote or direct the voting of (including any shares of Parent Company Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Parent Company Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities or otherwise) (together with the Existing Shares, the “Shares”), to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (A) in favor of the approval of the Parent Company Shareholder Matters, (B) in favor of any proposal to adjourn or postpone the Parent Company Shareholder Meeting to a later date if there are not sufficient votes to approve the Parent Company Shareholder Matters, (C) against any action or proposal in favor of an Acquisition Proposal, and (CD) against any action, proposal, transaction or agreement that would reasonably be likely to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent Company contained in the Merger Agreement, or of the Stockholder contained in this Agreement, or (2) prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger; provided, that the foregoing applies solely to the Stockholder in his or her capacity as a stockholder and the Stockholder makes no agreement or understanding in this Agreement in the Stockholder’s capacity as a director or officer of Parent the Company or any of its Subsidiaries, and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in the Stockholder’s capacity as a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement; and (b) will be construed to prohibit, limit or restrict the Stockholder from exercising (i) the Stockholder’s fiduciary duties as an officer or director to Parent the Company or its stockholders, or (ii) if the Stockholder is serving as a trustee or fiduciary of any ERISA plan or trust, from exercising his or her duties and obligations as a trustee or fiduciary of such ERISA plan or trust. The Stockholder covenants and agrees that, except for this Agreement, such Stockholder (x) has not entered into, and shall not enter into during the Support Period, any voting agreement or voting trust with respect to the Shares and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any proxy to carry out the intent of this Agreement and any proxy granted for ordinary course proposals at an annual meeting. The Stockholder agrees not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth herein. The Stockholder hereby constitutes and appoints the Chief Executive Officer of the CompanyParent, with full power of substitution, as the Stockholder’s proxy with respect to the matters set forth herein, and hereby authorizes such proxy to represent and to vote, if and only if the Stockholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) any or all of the Shares in a manner that is inconsistent with the terms of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce the Company Parent to execute the Merger Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereof. The Stockholder hereby revokes any and all previous proxies with respect to the Shares.