Common use of Voting and Tender Rights Clause in Contracts

Voting and Tender Rights. From and after the Closing, Purchaser shall have all voting rights attributable to the Purchased Shares and, at the Closing (and as may be necessary following the Closing), Seller shall grant to Purchaser a proxy in the form attached hereto granting Purchaser an irrevocable proxy to vote the Purchased Shares. From and after the Closing, each party who comes into possession of any proxy or tender offer materials received by them with respect to the Issuer and all other communications received by them as stockholders of the Issuer shall promptly forward same or a copy of same so as to permit Purchaser to vote or tender the Purchased Shares and Seller to vote or tender the Excess Shares, as the case may be, and shall take such other actions as may be reasonably necessary to permit Purchaser to vote or tender, or direct the vote or tender of, the Purchased Shares and Seller to vote or tender, or direct the vote or tender of, the Excess Shares. In the event the number of Purchased Shares is adjusted pursuant to Section 1.5, the Seller shall execute and deliver to Purchaser, upon Purchaser’s request, a proxy in the form attached hereto granting Purchaser an irrevocable proxy to vote the adjusted number of Purchased Shares.

Voting and Tender Rights. From and after the Closing, Purchaser shall have all voting rights attributable to the Purchased Shares and, at the Closing (and as may be necessary following the Closing), Seller shall grant to Purchaser a proxy in the form attached hereto granting Purchaser an irrevocable proxy to vote the Purchased Shares. From and after the Closing, each party who comes into possession of any proxy or tender offer materials received by them with respect to the Issuer and all other communications received by them as stockholders of the Issuer shall promptly forward same or a copy of same so as to permit Purchaser to vote or tender the Purchased Shares and Seller to vote or tender the Excess Shares, as the case may be, and shall take such other actions as may be reasonably necessary to permit Purchaser to vote or tender, or direct the vote or tender of, the Purchased Shares and Seller to vote or tender, or direct the vote or tender of, the Excess Shares. In the event the number of Purchased Shares is adjusted pursuant to Section 1.5, the Seller shall execute and deliver to Purchaser, upon Purchaser’s 's request, a proxy in the form attached hereto granting Purchaser an irrevocable proxy to vote the adjusted number of Purchased Shares.