Common use of Voting Agreements Clause in Contracts

Voting Agreements. The Shareholder agrees with, and covenants to, Liberty as follows: (a) At any meeting of shareholders of Summit called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought (the "Shareholders' Meeting"), the Shareholder shall vote (or cause to be voted) the Shareholder's Shares in favor of the Merger, the execution and delivery by Summit of the Merger Agreement, and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to reduce the consideration payable in the Merger to less than $33.00 per share or otherwise to impair materially and adversely the Shareholder's rights or increase the Shareholder's obligations thereunder. (b) At any meeting of shareholders of Summit or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, the Shareholder shall vote (or cause to be voted) such Shareholder's Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Summit or (ii) any amendment of Summit's Articles of Incorporation or Bylaws or other proposal or transaction involving Summit or any of its subsidiaries which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement (each of the foregoing in clause (i) or (ii) above, a "Competing Transaction").

Voting Agreements. The Shareholder agrees with, and covenants to, Liberty Buyer as follows: (a) At any meeting of shareholders of Summit Seller called to vote upon the Merger Agreement, the Merger and the Merger Agreement or Transactions, and at any adjournment thereof or postponement thereof, or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement, the Merger and the Merger Agreement Transactions is sought (collectively, the "“Shareholders' ’ Meeting"”), the Shareholder shall vote (or cause to be voted) all of the Shareholder's ’s Shares in favor of the Merger, approval of the execution and delivery by Summit terms of the Merger Agreement, and the approval of the terms thereof Merger and each of the other transactions contemplated by Transactions, and shall not grant any proxies to any third party, except where such proxies are expressly directed to vote in favor of the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended and the Transactions. The Shareholder hereby waives all notice and publication of notice of any Shareholders’ Meeting to reduce the consideration payable in be called or held with respect to the Merger to less than $33.00 per share or otherwise to impair materially Agreement, the Merger and adversely the Shareholder's rights or increase the Shareholder's obligations thereunderTransactions. (b) At any meeting of shareholders of Summit or at any adjournment thereof Shareholders’ Meeting or in any other circumstances upon which their vote, consent or other approval is sought, the Shareholder shall vote (or cause to be voted) such Shareholder's ’s Shares against (i) any acquisition proposal, including, without limitation, any merger or exchange agreement or merger or exchange (other than the Merger Agreement Agreement, the Merger and the MergerTransactions), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Summit or Seller; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Seller contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iii) any amendment of Summit's Articles Seller’s articles of Incorporation incorporation or Bylaws bylaws or other proposal or transaction involving Summit Seller or any of its subsidiaries Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the MergerMerger Agreement, the Merger Agreement or any of the Transactions, other transactions contemplated than an amendment or other proposal or transaction required by the Merger Agreement a regulatory authority or other Governmental Authority (each of the foregoing in clause clauses (i), (ii) or (iiiii) above, a "“Competing Transaction"”). Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of Seller, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Voting Agreements. The Shareholder agrees with, and covenants to, Liberty as follows: (a) At any meeting of shareholders of Summit Target called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval of shareholders of Target with respect to the Merger and the Merger Agreement is sought (the "Shareholders' Meeting"), the Shareholder shall vote (or cause to be voted) the Shareholder's Shareholders' Shares in favor of the Merger, the execution and delivery by Summit Target of the Merger Agreement, and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to reduce the consideration payable in the Merger to less than $33.00 per share a lesser amount of cash or otherwise to impair materially and adversely impair the Shareholder's rights or increase the Shareholder's obligations thereunder. (b) At any meeting of shareholders of Summit Target or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, the Shareholder shall vote (or cause to be voted) such Shareholder's Shares against (i) any merger agreement or merger Acquisition Proposal (other than the Merger Agreement and the Merger), (ii) any consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Summit or Target (iiother than the Merger), (iii) any amendment of SummitTarget's Articles of Incorporation or Bylaws or other proposal or transaction involving Summit Target or any of its subsidiaries Subsidiaries which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement (each of the foregoing in clause (iii) or (iiiii) above, a "Competing Transaction"), (iv) any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Target under the Merger Agreement or this Agreement; and (v) except as otherwise agreed to in writing in advance by Buyer, any of the following actions or agreements (other than the Merger Agreement or the transactions contemplated thereby): (A) any action or agreement that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or attempt to discourage or adversely affect the Merger, the Offer and the transactions contemplated by this Agreement and the Merger Agreement; (B) a reorganization, recapitalization, dissolution or liquidation of Target or its Subsidiaries; (C) any change in the management or Board of Directors of Target, except as contemplated by the Merger Agreement; (D) any change in the present capitalization or dividend policy of Target; or (E) any other material change in Target's corporate structure or business. Notwithstanding anything to the contrary contained in this Agreement, each Shareholder who is also a member of the Board of Directors of Target shall be free to act in such Shareholder's capacity as a member of the Board of Directors of Target and to discharge such Shareholder's fiduciary duty as such. The provisions of this Section 3.1 shall constitute a voting agreement under Section 14-2-731 of the Georgia Business Corporation Code.

Voting Agreements. The Shareholder agrees with, and covenants to, Liberty STH as follows: (a) a. At any meeting of shareholders of Summit HHTI called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought (the "Shareholders' Shareholders Meeting"), the Shareholder shall vote (or cause to be voted) the Shareholder's Shares in favor of the Merger, the execution and delivery by Summit STH of the Merger Agreement, and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that including the terms amendment and restatement of the Merger Agreement shall not have been amended Articles of Incorporation and Bylaws of HHTI, as set forth on Exhibits M and N to reduce the consideration payable in the Merger to less than $33.00 per share or otherwise to impair materially and adversely the Shareholder's rights or increase the Shareholder's obligations thereunderAgreement. (b) b. At any meeting of shareholders of Summit HHTI or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, the Shareholder shall vote (or cause to be voted) such Shareholder's Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Summit STH or (ii) any amendment of SummitHHTI's Articles of Incorporation or Bylaws or other proposal or transaction involving Summit HHTI or any of its subsidiaries which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement (each of the foregoing in clause (i) or (ii) above, a "Competing Transaction").

Voting Agreements. The Shareholder agrees with, and covenants to, Liberty CytRx as follows: (a) At any meeting of shareholders of Summit Zynaxis called to vote upon any of the matters contemplated by the Merger and Contribution Agreement (including, without limitation, the Merger Agreement Charter Amendment and the sale of substantially all of the assets of Zynaxis as contemplated by the Liquidation Agreement) or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to any of the matters contemplated by the Merger and the Merger Contribution Agreement is sought (the each a "Shareholders' Meeting"), the Shareholder shall vote (or cause to be voted) the Shareholder's Shares in favor of the Merger, the execution and delivery by Summit of the Merger Agreement, and the approval of the terms thereof and each of the other transactions matters contemplated by the Merger and Contribution Agreement, provided that the terms of the Merger Agreement shall not have been amended to reduce the consideration payable in the Merger to less than $33.00 per share or otherwise to impair materially and adversely the Shareholder's rights or increase the Shareholder's obligations thereunder. (b) At any meeting of shareholders of Summit Zynaxis or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, the Shareholder shall vote (or cause to be voted) such Shareholder's Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger)merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Summit Zynaxis (other than the transactions contemplated by the Merger and Contribution Agreement), or (ii) any amendment of SummitZynaxis's Articles of Incorporation Incorporation, as amended, or Bylaws or other proposal or transaction involving Summit Zynaxis or any of its subsidiaries subsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger and Contribution Agreement (each of the foregoing in clause (i) or (ii) above, a "Competing Transaction").

Voting Agreements. The Shareholder agrees with, and covenants to, Liberty CytRx as follows: (a) At any meeting of shareholders of Summit Zynaxis called to vote upon any of the matters contemplated by the Merger and Contribution Agreement (including, without limitation, the Merger Agreement Charter Amendment and the sale of substantially all of the assets of Zynaxis as contemplated by the Liquidation Agreement) or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to any of the matters contemplated by the Merger and the Merger Contribution Agreement is sought (the each a "Shareholders' Meeting"), the Shareholder shall vote (or cause to be voted) any of the Shareholder's Shares held by the Shareholder at the time of such vote in favor of the Merger, the execution and delivery by Summit of the Merger Agreement, and the approval of the terms thereof and each of the other transactions matters contemplated by the Merger and Contribution Agreement, provided that the terms of the Merger Agreement shall not have been amended to reduce the consideration payable in the Merger to less than $33.00 per share or otherwise to impair materially and adversely the Shareholder's rights or increase the Shareholder's obligations thereunder. (b) At any meeting of shareholders of Summit Zynaxis or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, the Shareholder shall vote (or cause to be voted) such any of the Shareholder's Shares held by the Shareholder at the time of such vote against (i) any merger agreement or merger (other than the Merger Agreement and the Merger)merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Summit Zynaxis (other than the transactions contemplated by the Merger and Contribution Agreement), or (ii) any amendment of SummitZynaxis's Articles of Incorporation Incorporation, as amended, or Bylaws or other proposal or transaction involving Summit Zynaxis or any of its subsidiaries subsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger and Contribution Agreement (each of the foregoing in clause (i) or (ii) above, a "Competing Transaction").

Voting Agreements. The Shareholder agrees with, and covenants to, Liberty as follows: (a) At any meeting of shareholders of Summit Target called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval of shareholders of Target with respect to the Merger and the Merger Agreement is sought (the "Shareholders' Meeting"), the Shareholder shall vote (or cause to be voted) the Shareholder's Shares in favor of the Merger, the execution and delivery by Summit Target of the Merger Agreement, and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to reduce the consideration payable in the Merger to less than $33.00 per share a lesser amount of cash or otherwise to impair materially and adversely impair the Shareholder's rights or increase the Shareholder's obligations thereunder. (b) At any meeting of shareholders of Summit Target or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, the Shareholder shall vote (or cause to be voted) such Shareholder's Shares against (i) any merger agreement or merger Acquisition Proposal (other than the Merger Agreement and the Merger), (ii) any consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Summit or Target (iiother than the Merger), (iii) any amendment of SummitTarget's Articles of Incorporation or Bylaws or other proposal or transaction involving Summit Target or any of its subsidiaries Subsidiaries which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement (each of the foregoing in clause (iii) or (iiiii) above, a "Competing Transaction"), (iv) any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Target under the Merger Agreement or this Agreement; and (v) except as otherwise agreed to in writing in advance by Buyer, any of the following actions or agreements (other than the Merger Agreement or the transactions contemplated thereby): (A) any action or agreement that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or attempt to discourage or adversely affect the Merger, the Offer and the transactions contemplated by this Agreement and the Merger Agreement; (B) a reorganization, recapitalization, dissolution or liquidation of Target or its Subsidiaries; (C) any change in the management or Board of Directors of Target, except as contemplated by the Merger Agreement; (D) any change in the present capitalization or dividend policy of Target; or (E) any other material change in Target's corporate structure or business. Notwithstanding anything to the contrary contained in this Agreement, each Shareholder who is also a member of the Board of Directors of Target shall be free to act in such Shareholder's capacity as a member of the Board of Directors of Target and to discharge such Shareholder's fiduciary duty as such. The provisions of this Section 3.1 shall constitute a voting agreement under Section 14-2-731 of the Georgia Business Corporation Code.