Common use of Voting Agreements Clause in Contracts

Voting Agreements. For so long as this Agreement is in effect, at ----------------- any meeting (whether annual, special or adjourned) of the stockholders of the Company, and in any action by consent of the stockholders of the Company, the Stockholder shall vote, or, if applicable, give consents with respect to, all of the Subject Shares that are held by the Stockholder on the record date applicable to the meeting or consent (i) in favor of adoption of the Merger Agreement and approval of the Merger; (ii) against any competing Acquisition Transaction (as defined in the Merger Agreement) or other proposal inconsistent with the Merger Agreement or that may delay or adversely affect the likelihood of the completion of the transactions contemplated by the Merger Agreement; (iii) against any change in a majority of the persons who constitute the board of directors of the Company inconsistent with the Merger Agreement or the transactions contemplated by the Merger Agreement; (iv) against any change in the capitalization of the Company or any amendment of the Company's certificate of incorporation or by-laws inconsistent with the Merger Agreement or the transactions contemplated by the Merger Agreement; and (v) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement that is considered at any such meeting or in any such consent. The Stockholder shall not enter into any agreement or understanding with any person the effect of which would be inconsistent with or violate the provisions of agreements contained in this Section 1. The Stockholder shall cast the Stockholder's vote or give the Stockholder's consent in accordance with the procedures communicated to the Stockholder by the Company relating thereto so that the vote or consent shall be duly counted for purposes of determining that a quorum is present and for purposes of recording the results of that vote or consent. The Stockholder acknowledges receipt of a copy of the Merger Agreement.

Voting Agreements. For so long as this Agreement is in effect, at ----------------- any meeting (whether annual, special or adjourned) of the stockholders Stockholders of the Company, and in any action by consent of the stockholders Stockholders of the Company, the Stockholder shall vote, or, if applicable, give consents with respect to, all of the Subject Shares that are held by the Stockholder on the record date applicable to the meeting or consent (i) in favor of adoption of the Merger Agreement and approval of the MergerMerger contemplated by the Merger Agreement; (ii) against any competing Acquisition Transaction Proposal (as defined in the Merger Agreement) or other proposal inconsistent with the Merger Agreement or that which may delay or adversely affect the likelihood of the completion of the transactions contemplated by the Merger AgreementMerger; (iii) against any change in a majority of the persons who constitute the board of directors of the Company inconsistent with the Merger Agreement or the transactions contemplated by the Merger AgreementMerger; (iv) against any change in the capitalization of the Company or any amendment of the Company's certificate Certificate of incorporation Incorporation or by-laws Bylaws inconsistent with the Merger Agreement or the transactions contemplated by the Merger AgreementMerger; and (v) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement that which is considered at any such meeting or in any such consent. The Such Stockholder shall not enter into any agreement or understanding with any person the effect of which would be inconsistent with or violate the provisions of agreements contained in this Section 1. The Stockholder shall use best efforts to cast the Stockholder's vote or give the Stockholder's consent in accordance with the procedures communicated to the Stockholder by the Company relating thereto so that the vote or consent shall be duly counted for purposes of determining that a quorum is present and for purposes of recording the results of that vote or consent. The Stockholder acknowledges receipt of a copy of the Merger Agreement.

Voting Agreements. For so long as this Agreement is in effect, at any ----------------- any meeting (whether annual, special or adjourned) of the stockholders of the Company, and in any action by consent of the stockholders of the Company, the Stockholder shall vote, or, if applicable, give consents with respect to, all of the Subject Shares that are held by the Stockholder on the record date applicable to the meeting or consent (i) in favor of adoption of the Merger Agreement and approval of the Merger; (ii) against any competing Acquisition Transaction (as defined in the Merger Agreement) or other proposal inconsistent with the Merger Agreement or that may delay or adversely affect the likelihood of the completion of the transactions contemplated by the Merger Agreement; (iii) against any change in a majority of the persons who constitute the board of directors of the Company inconsistent with the Merger Agreement or the transactions contemplated by the Merger Agreement; (iv) against any change in the capitalization of the Company or any amendment of the Company's certificate of incorporation or by-laws inconsistent with the Merger Agreement or the transactions contemplated by the Merger Agreement; and (v) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement that is considered at any such meeting or in any such consent. The Stockholder shall not enter into any agreement or understanding with any person the effect of which would be inconsistent with or violate the provisions of agreements contained in this Section 1. The Stockholder shall cast the Stockholder's vote or give the Stockholder's consent in accordance with the procedures communicated to the Stockholder by the Company relating thereto so that the vote or consent shall be duly counted for purposes of determining that a quorum is present and for purposes of recording the results of that vote or consent. The Stockholder acknowledges receipt of a copy of the Merger Agreement.

Voting Agreements. For so long as this Agreement is and the Exchange Agreement are in effect, at ----------------- any meeting (whether annual, special or adjourned) of the stockholders of the Company, and in any action by consent of the stockholders of the Company, the Stockholder shall vote, or, if applicable, give consents with respect to, all of the Subject Shares that are held by the Stockholder on the record date applicable to the meeting or consent (i) in favor of adoption of the Merger Agreement and approval of the MergerMerger as contemplated by the Merger Agreement; (ii) against any competing Acquisition Transaction Proposal (as defined in the Merger Agreement) or other similar proposal inconsistent with the Merger Agreement or that which may delay or adversely affect the likelihood of the completion of the transactions contemplated by the Merger AgreementMerger; (iii) against any change in a majority of the persons who constitute the board of directors of the Company inconsistent with the Merger Agreement or the transactions contemplated by the Merger AgreementMerger; (iv) against any change in the capitalization of the Company or any amendment of the Company's certificate Certificate of incorporation Incorporation or by-laws Bylaws inconsistent with the Merger Agreement or the transactions contemplated by the Merger AgreementMerger; and (v) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement that which is considered at any such meeting or in any such consent. The Such Stockholder shall not enter into any agreement or understanding with any person the effect of which would be inconsistent with or violate the provisions of agreements contained in this Section 1. The Stockholder shall use best efforts to cast the Stockholder's vote or give the Stockholder's consent in accordance with the procedures communicated to the Stockholder by the Company relating thereto so that the vote or consent shall be duly counted for purposes of determining that a quorum is present and for purposes of recording the results of that vote or consent. The Stockholder acknowledges receipt of a copy of the Merger Agreement.

Voting Agreements. For so long as this Agreement is in effect, at any ----------------- any meeting (whether annual, special or adjourned) of the stockholders of the Company, and in any action by consent of the stockholders of the Company, the Stockholder shall vote, or, if applicable, give consents with respect to, all of the Subject Shares that are held by the Stockholder on the record date applicable to the meeting or consent (i) in favor of adoption of the Merger Agreement and approval of the Mergerissuance of Common Stock (as defined below) contemplated by the Merger Agreement; (ii) against any competing Acquisition Transaction (as defined in the Merger Agreement) or other proposal inconsistent with the Merger Agreement or that may delay or adversely affect the likelihood of the completion of the transactions contemplated by the Merger Agreement; (iii) against any change in a majority of the persons who constitute the board of directors of the Company inconsistent with the Merger Agreement or the transactions contemplated by the Merger Agreement; (iv) against any change in the capitalization of the Company or any amendment of the Company's certificate of incorporation or by-laws inconsistent with the Merger Agreement or the transactions contemplated by the Merger Agreement; and (v) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement that is considered at any such meeting or in any such consent. The Stockholder also agrees to vote in favor of the election of each of the Designated Directors (as defined in the Merger Agreement) or any replacement nominee that is chosen in accordance with Section 7.24 of the Merger Agreement to the Company's board of Directors at the Company's 2001 annual meeting of stockholders and at the Company's 2002 annual meeting of stockholders, in each case as contemplated by such Section 7.24. The Stockholder shall not enter into any agreement or understanding with any person the effect of which would be inconsistent with or violate the provisions of agreements contained in this Section 1. The Stockholder shall cast the Stockholder's vote or give the Stockholder's consent in accordance with the procedures communicated to the Stockholder by the Company relating thereto so that the vote or consent shall be duly counted for purposes of determining that a quorum is present and for purposes of recording the results of that vote or consent. The Stockholder acknowledges receipt of a copy of the Merger Agreement.

Voting Agreements. For so long as this Agreement is in effect, at ----------------- any meeting (whether annual, special or adjourned) of the stockholders of the Company, and in any action by consent of the stockholders of the Company, the Stockholder shall vote, or, if applicable, give consents with respect to, all of the Subject Shares that are held by the Stockholder on the record date applicable to the meeting or consent (i) in favor of adoption of the Merger Agreement and approval of the MergerMerger and the Asset Drop Down contemplated by the Merger Agreement; (ii) against any competing Acquisition Transaction Proposal (as defined in the Merger Agreement) or other proposal inconsistent with the Merger Agreement or that which may delay or adversely affect the likelihood of the completion of the transactions contemplated by Merger or the Merger AgreementAsset Drop Down; (iii) against any change in a majority of the persons who constitute the board of directors of the Company inconsistent with the Merger Agreement Agreement, the Merger or the transactions contemplated by the Merger AgreementAsset Drop Down; (iv) against any change in the capitalization of the Company or any amendment of the Company's certificate Certificate of incorporation Incorporation or by-laws Bylaws inconsistent with the Merger Agreement Agreement, the Merger or the transactions contemplated by the Merger AgreementAsset Drop Down; and (v) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement that which is considered at any such meeting or in any such consent. The Such Stockholder shall not enter into any agreement or understanding with any person the effect of which would be inconsistent with or violate the provisions of agreements contained in this Section 1. The Stockholder shall use his reasonable best efforts to cast the Stockholder's vote or give the Stockholder's consent in accordance with the procedures communicated to the Stockholder by the Company relating thereto so that the vote or consent shall be duly counted for purposes of determining that a quorum is present and for purposes of recording the results of that vote or consent. The Stockholder acknowledges receipt of a copy of the Merger Agreement.