Common use of Voting Agreement Clause in Contracts

Voting Agreement. (a) Until the earliest to occur (the "Termination Date") of (w) tender and acceptance of the Shareholder Shares pursuant to the Offer, (x) the consummation of the Merger, (y) the six-month anniversary of the date hereof and (z) the termination of the Merger Agreement, Shareholder hereby irrevocably and unconditionally agrees to vote or cause to be voted all Shareholder Shares that Shareholder is entitled to vote at the time of any vote of the shareholders of Target where such matters arise (i) in favor of the approval and adoption of the Merger Agreement and in favor of the transactions contemplated thereby, (ii) against any proposal or transaction which could prevent or delay the consummation of the Transactions, and (iii) against any corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the Merger. (b) If any Shareholder vote in respect of the Merger Agreement or any of the transactions contemplated by the Merger Agreement is taken by written consent, the provisions of this Agreement imposing obligations in respect of or in connection with any vote of shareholders shall also apply.

Voting Agreement. (a) Until the earliest to occur (the "Termination Date") of (w) tender and acceptance of the Shareholder Shares pursuant to the Offer, (x) the consummation of the Merger, (y) the six-six month anniversary of the date hereof and (z) the termination of the Merger Agreement, Shareholder hereby irrevocably and unconditionally agrees to vote or cause to be voted all Shareholder Shares that Shareholder is entitled to vote at the time of any vote of the shareholders of Target ZT where such matters arise (i) in favor of the approval and adoption of the Merger Agreement and in favor of the transactions contemplated thereby, (ii) against any proposal or transaction which could prevent or delay the consummation of the Transactions, and (iii) against any corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the MergerTransactions. (b) If any Shareholder shareholder vote in respect of the Merger Agreement or any of the transactions contemplated by the Merger Agreement is taken by written consent, the provisions of this Agreement imposing obligations in respect of or in connection with any vote of shareholders shall also apply.

Voting Agreement. (a) Until the earliest to occur (the "Termination Date") of (w) tender and acceptance Expiration Time, at every meeting of the Shareholder Shares pursuant to the Offer, (x) the consummation Company’s stockholders at which any of the Merger, (y) the six-month anniversary of the date hereof and (z) the termination of the Merger Agreement, Shareholder hereby irrevocably and unconditionally agrees to vote or cause following matters are to be voted on (and at every adjournment or postponement thereof), and on any action or approval of the Company’s stockholders by written consent with respect to any of the following matters, each Stockholder shall vote (including via proxy) all Shareholder of such Stockholder’s Covered Shares that Shareholder is entitled (or cause the holder of record on any applicable record date to vote at the time (including via proxy) all of any vote of the shareholders of Target where such matters arise Stockholder’s Covered Shares) (ia) in favor of the approval and adoption of the Merger Agreement and in favor the approval of the Merger and the other transactions contemplated thereby, by the Merger Agreement; and (iib) against (1) any proposal action or agreement that would reasonably be expected to result in any of the conditions to the Company’s obligations set forth in Section 2.2(a) or Section 2.2(b) under the Merger Agreement not being satisfied and (2) any Alternative Acquisition Proposal, or any agreement, transaction which could prevent or delay other matter that is intended to, or would reasonably be expected to, impede, interfere with or materially and adversely affect the consummation of the Transactions, Merger and (iii) against any corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the Merger. (b) If any Shareholder vote in respect of the Merger Agreement or any of the other transactions contemplated by the Merger Agreement is taken by written consent(clauses (a) and (b), the provisions of this Agreement imposing obligations in respect of or in connection with any vote of shareholders shall also apply“Covered Proposals”).

Voting Agreement. (a) Until the earliest to occur (the "Termination Date") of (w) tender and acceptance of the Shareholder Stockholder Shares pursuant to the Offer, (x) the consummation of the Merger, (y) the six-month anniversary of the date hereof and hereof, or (z) the termination of the Merger AgreementAgreement (such date, Shareholder the “Termination Date”), Stockholder hereby irrevocably and unconditionally agrees to vote or cause to be voted all Shareholder Stockholder Shares that Shareholder Stockholder is entitled to vote at the time of any vote of the shareholders stockholders of Target where such matters arise (i) in favor of the approval and adoption of the Merger Agreement and in favor of the transactions contemplated therebyTransactions, (ii) against any proposal or transaction which could prevent or delay the consummation of the Transactions, and (iii) against any corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the MergerTransaction. (b) If any Shareholder stockholder vote in respect of the Merger Agreement or any of the transactions contemplated by the Merger Agreement Transactions is taken by written consent, the provisions of this Agreement imposing obligations in respect of or in connection with any vote of shareholders stockholders shall also apply.