Common use of Voting and Support Agreement Clause in Contracts

Voting and Support Agreement. (a) Except as contemplated or permitted under the Merger Agreement, during the period commencing on the date hereof and ending at the Expiration Time, at any meeting of the stockholders of the Company, and in any action by written consent of the stockholders of the Company distributed by the Board of Directors of the Company or otherwise undertaken in respect of or as contemplated by the Merger Agreement or the transactions contemplated thereby in a form reasonably acceptable to Acquiror, the Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Stockholder Shares (to the extent such Stockholder Shares are entitled to vote on or provide consent with respect to such matter): (i) to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger; (ii) in any other circumstances upon which a consent, waiver or other approval is required under the Company Organizational Documents or under any agreements between the Company and its stockholders or otherwise sought with respect to the Merger Agreement or the transactions contemplated thereby, to vote, consent, waive or approve (or cause to be voted, consented, waived or approved) all of the Stockholder’s Stockholder Shares held at such time in favor thereof (to the extent such Stockholder Shares are entitled to vote on or provide consent, waiver or approval with respect to such matter); (iii) against any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (other than the Merger Agreement and the transactions contemplated thereby, including the Merger); (iv) against any change in the business, management or Board of Directors of the Company that would or would reasonably be expected to adversely affect the ability of the Company to consummate the transactions contemplated by the Merger Agreement, including the Merger; and (v) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Support Agreement, the Merger Agreement or the transactions contemplated thereby, including the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement, (C) result in any of the conditions set forth in Article IX of the Merger Agreement not being fulfilled or (D) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock or securities convertible into capital stock of, the Company; and (vi) the Stockholder hxxxxx agrees that it shall not commit or agree to take any action inconsistent with the foregoing.

Voting and Support Agreement. (a) Except as contemplated or permitted under the Merger Agreementa. Each Stockholder irrevocably and unconditionally agrees that, during the period commencing on the date hereof and ending at prior to the Expiration Time, at any meeting of the stockholders of the CompanyNXU, and however called, or at any adjournment thereof, or in any action by written other circumstance in which the vote, consent or other approval of the stockholders of the Company distributed by the Board of Directors of the Company or otherwise undertaken in respect of or as contemplated by the Merger Agreement or the transactions contemplated thereby in a form reasonably acceptable to AcquirorNXU is sought, the each Stockholder shall, if a meeting is held, shall (i) appear at the meeting, in person or by proxy, each such meeting or otherwise cause its Stockholder Shares (all of his or her Common Stock to the extent such Stockholder Shares are entitled to vote on or provide consent with respect to such matter): (i) to approve be counted as present thereat for purposes of calculating a quorum and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger; (ii) in any other circumstances upon which a consent, waiver or other approval is required under the Company Organizational Documents or under any agreements between the Company and its stockholders or otherwise sought with respect to the Merger Agreement or the transactions contemplated thereby, to vote, consent, waive or approve vote (or cause to be voted), consentedor execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, waived or approved) all of the Stockholder’s Stockholder Shares held at such time his or her Common Stock: i. in favor thereof (to of the extent such Stockholder Shares are entitled to vote on or provide consent, waiver or approval with respect to such matter)and adoption of the Proposals; (iii) ii. against any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (other than the Merger Agreement and the transactions contemplated thereby, including the Merger)Competing Proposal; (iv) iii. against any change in the business, management or Board of Directors of NXU (other than in connection with the Company Transaction Proposals) that would or would reasonably be expected to adversely affect the ability of the Company NXU to consummate the transactions contemplated by the Merger Agreement, including the Merger; and (v) iv. against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Support Agreement, the Merger Agreement or the transactions contemplated therebyTransactions, including the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company NXU or Merger Sub under the Merger Agreement, (C) result in any of the conditions set forth in Article IX of the Merger Agreement not being fulfilled or (D) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock or securities convertible into capital stock of, the Company; and (vi) the NXU. Each Stockholder hxxxxx hereby agrees that it he or she shall not commit or agree to take any action inconsistent with the foregoing. b. During the period commencing on the date hereof and ending at the Expiration Time, such Stockholder shall not modify or amend any agreement set forth on Schedule I.