Voting Covenant. Stockholder hereby agrees that, prior to the Expiration Date, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect to such meeting or consent to be voted:
(a) in favor of: (i) the execution and delivery by the Company of the Merger Agreement; (ii) the adoption of the Merger Agreement; and (iii) each of the other actions contemplated by the Merger Agreement; and
(b) against the following actions (other than the Merger and the Contemplated Transactions): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving any Acquired Corporation; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of any Acquired Corporation; (iii) any reorganization, recapitalization, dissolution or liquidation of any Acquired Corporation; (iv) any change in a majority of the board of directors of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws; (vi) any material change in the capitalization of the Company or the Company’s corporate structure; and (vii) any other action which is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Contemplated Transactions. Prior to the Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b)” or clause “(c)” of the preceding sentence.
Voting Covenant. Stockholder hereby agrees that, prior to the Expiration Date, at any meeting of the stockholders of the Company, however called, or at any adjournment or postponement thereof and on every action or approval by written consent of the stockholders of the Company, unless otherwise directed in writing by Azur, Stockholder shall cause any and all issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect to such meeting to be voted:
(a) in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, in favor of each of the other actions contemplated by the Merger Agreement and in favor of any action in furtherance of any of the foregoing;
(b) in favor of any proposal to adjourn or postpone the meeting of the stockholders of the Company to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which such meeting is held;
(c) against any action or agreement that would result in a material breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and
(d) against any action which is (i) intended to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Voting Agreement, or (ii) would reasonably be expected, to impede, interfere with, materially delay, materially postpone, discourage or adversely affect in any material way the Merger or any of the other transactions contemplated by the Merger Agreement or this Voting Agreement. Prior to the Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b)”, clause “(c)” or clause “(d)” of the preceding sentence.
Voting Covenant. Stockholder hereby agrees that, during the Voting Period, at any meeting of the stockholders of the Company (however called), and at every adjournment or postponement thereof, Stockholder shall cause the Subject Shares to be voted by granting and delivering a valid proxy or other instructions necessary to vote the Subject Shares at such meeting (or adjournment or postponement thereof) no later than the fifth Business Day prior to the scheduled date of such meeting (or adjournment or postponement thereof):
(a) in favor of: (i) the adoption of the Merger Agreement; and (ii) any action in furtherance of the adoption of the Merger Agreement;
(b) against any action or agreement that would reasonably be expected to result in a material breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and
(c) against any proposal involving any Acquired Company that would reasonably be expected to have a Material Adverse Effect on the Company or materially impede, interfere with, delay, postpone or adversely affect the consummation of the Merger or any of the other Contemplated Transactions. Stockholder shall not revoke or modify the proxy or other instructions granted pursuant to the immediately preceding sentence prior to the earlier of (i) the completion of the applicable meeting of the stockholders of the Company (or any adjournment or postponement thereof) or (ii) the expiration of the Voting Period, except, in each case, as may be necessary to comply with the voting obligations set forth in this Section 3.1.
Voting Covenant. (i) In the event that under Applicable Law or the terms of the Company’s or any Subsidiary of the Company’s organizational documents, any action or proposed action of the Company or any of its Subsidiaries requires the affirmative vote of the Shareholders of the Company in order for such action or proposed action to be effective (unless such action or proposed action is subject to the GHK Consent Rights), each Shareholder that is a member of the GHK Group hereby agrees that, for so long as the Investor Group Minimum Ratio Condition is maintained, such Shareholder shall cause all of its Equity Securities to be voted in the manner directed by Apollo (in Apollo’s sole discretion); provided, however, that in no event shall the obligations of this Section 6(b)(i) be applicable to those matters that are subject to the GHK Consent Rights or otherwise impact in any way the GHK Consent Rights or the agreements with respect to the composition of the Board set forth in this Article 6.
(ii) By way of execution and delivery of this Agreement, each Shareholder that is a member of the GHK Group appoints and constitutes Apollo as its attorney and proxy with full power of substitution and resubstitution, with respect to the Equity Securities Owned by him, her or it, to vote all of the Equity Securities of such Shareholder that is a member of the GHK Group on any action or proposed action of the Company or any of its Subsidiaries on the matters of the type described in Section 6(b)(i). Upon the execution of this Agreement, all prior proxies and similar rights and agreements given by each such Shareholder that is a member of the GHK Group with respect to any of the Equity Securities Owned by him, her or it shall be deemed revoked. This proxy is irrevocable and is coupled with an interest.
(iii) In furtherance of the foregoing terms of Section 6(b)(i), for so long as the Investor Group Minimum Ratio Condition is maintained, each Shareholder that is a member of the GHK Group hereby waives to the fullest extent permitted by Applicable Law all rights of such Shareholder to vote on the matters of the type described in Section 6(b)(i) and further agrees to waive any dissenters, appraisal or similar rights in connection with such matters to the extent voted on by Apollo and the Shareholders comprising the GHK Group.
(iv) The terms of Section 6(b)(i), Section 6(b)(ii) and Section 6(b)(iii) shall be binding upon the Permitted Transferees of each Shareholder that is a member of the GH...
Voting Covenant. During the Support Period, Stockholder hereby irrevocably and unconditionally agrees that, at any annual or special meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, Stockholder shall (or shall cause) in each case to the fullest extent that such Stockholder’s Subject Securities are entitled to be voted therein: (a) appear at each such meeting or otherwise cause all such Subject Securities to be counted as present thereat for purposes of determining a quorum; and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of such Subject Securities, and unless otherwise directed in writing by Parent:
(i) in favor of (x) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, and (y) each of the other Contemplated Transactions; and
(ii) against (x) any action or agreement which is intended or would reasonably be expected to impede, delay, postpone, interfere with, nullify, prevent or adversely affect in any material respect the Merger, the Offer or any of the other Contemplated Transactions or this Agreement, including any Acquisition Proposal of any Person (other than Parent and Merger Sub) to acquire the Company or all or substantially all of the assets thereof and action in furtherance of any Acquisition Proposal or to engage in any other similar extraordinary corporate transaction (other than the Merger and Contemplated Transactions), and (y) any amendment of the Company’s Constituent Documents (except in connection with the Merger or Contemplated Transactions). During the Support Period, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in a manner inconsistent with clauses (a) or (b) of this Section 4.1.
Voting Covenant. Stockholder agrees that, prior to the Proxy Expiration Date, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause the Subject Shares to be voted:
(a) in favor of the adoption of the Merger Agreement and the approval of the Merger, in favor of each of the other actions contemplated by the Merger Agreement and in favor of any action in furtherance of any of the foregoing;
(b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and
(c) against the following actions (other than the adoption of the Merger Agreement and the approval of the Merger): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of the Company or any subsidiary of the Company; (iii) any reorganization, recapitalization, dissolution or liquidation of the Company or any subsidiary of the Company; (iv) any amendment to the Company’s certificate of incorporation or bylaws; and (v) any material change in the capitalization of the Company or the Company’s corporate structure. Prior to the Proxy Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote in any manner inconsistent with clause “(a)”, clause “(b)” or clause “(c)” of the preceding sentence.
Voting Covenant. Stockholder hereby agrees that, during the Specified Period, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent and to the extent not voted by the Person(s) appointed pursuant to Section 3.2 hereof, Stockholder shall vote all shares of Company Common Stock owned of record by Stockholder and all other Subject Securities (to the fullest extent of the Stockholder’s right to do so):
(a) in favor of the adoption of the Merger Agreement, in favor of the Merger and in favor of any other action reasonably necessary to facilitate the Merger; and
(b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (A) any reorganization, recapitalization, dissolution or liquidation of the Company or any subsidiary of the Company; and (B) any Acquisition Proposal (including any Superior Offer) and any other action that is intended, or that would reasonably be expected, to impede, interfere with, discourage, frustrate, delay, postpone, prevent or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement. During the Specified Period, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)” or clause “(b)” of the preceding sentence. Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall limit or restrict Stockholder from (i) acting in Stockholder’s capacity as a director or officer of the Company; or (ii) voting in Stockholder’s sole discretion on any matter other than the matters referred to in this Section 3.1.
Voting Covenant. During the Support Period, Stockholder hereby irrevocably and unconditionally agrees that, at any annual or special meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, Stockholder shall, (or shall cause)in each case to the fullest extent that such Subject Securities are entitled to be voted therein: (a) appear at each such meeting or otherwise cause all such Subject Securities to be counted as present thereat for purposes of determining a quorum; and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of the Subject Securities, and unless otherwise directed in writing by Parent:
(a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof, and (ii) each of the other Transactions;
(b) against any action or agreement which is intended or would reasonably be expected to impede, delay, postpone, interfere with, nullify, prevent or adversely affect in any material respect the Merger, the Offer or any of the other Transactions or this Agreement, including any Acquisition Proposal of any Person (other than Parent and Purchaser) to acquire the Company or all or substantially all of the assets thereof and action in furtherance of any Acquisition Proposal or to engage in any other similar extraordinary corporate transaction; and During the Support Period, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in a manner inconsistent with clauses “(a)” or “(b)” of this Section 4.1.
Voting Covenant. Stockholder hereby agrees that, during the Support Period, at any meeting of the stockholders of the Company, however called, and in any action by written consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause the Subject Securities (to the extent the Subject Securities have voting rights) to be voted:
(a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof and (ii) each of the other Transactions;
(b) against any action or agreement that would reasonably be expected to result in a breach of any representation, warranty, covenant or obligation of (i) the Company in the Merger Agreement or (ii) Stockholder under this Agreement; and
(c) against the following actions (other than (x) the Merger and the other Transactions, or (y) an Excepted Superior Proposal): (i) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal; (ii) any amendment to the Company’s certificate of incorporation or bylaws; (iii) any change in the capitalization of the Company or the Company’s corporate structure; and (iv) any other action which would reasonably be expected to, or is intended to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Transactions, the Merger Agreement or this Agreement.
Voting Covenant. Each Supporting Party hereby agrees that, during the Voting Period, at any meeting of the stockholders of Purchaser (whether annual or special and whether or not adjourned or postponed), however called, and in any action by written consent of the stockholders of Purchaser, at which the Merger Agreement and other related agreements (or any amended versions thereof) or such other related actions, are submitted for the consideration and vote of the stockholders of Purchaser, such Supporting Party shall appear at each such meeting or otherwise cause all Subject Securities beneficially owned which such Supporting Party has a right to vote or owned of record by such Supporting Party to be counted as present thereat for purposes of calculating a quorum and shall cause the Subject Securities to be voted:
(a) in favor of (i) the Merger and the approval of the Merger Agreement and the terms thereof, (ii) the proposals set forth in the Proxy Statement, (iii) each of the Purchaser Stockholder Matters; (iv) each of the other actions, including the Transactions contemplated by the Merger Agreement and (v) any action in furtherance of any of the foregoing;
(b) against any action, proposal, agreement or transaction that, to the knowledge of each Supporting Party, would reasonably be expected to result in a material breach of any representation, warranty, covenant or obligation of the Purchaser in the Merger Agreement; and
(c) against the following actions (other than pursuant to, or in furtherance of, the Merger and the other Transactions: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Purchaser; (ii) any Acquisition Proposal, including any reorganization, recapitalization, dissolution or liquidation of Purchaser; (iii) any change in a majority of the board of directors of Purchaser; (iv) any amendment to the Purchaser’s governing documents; (v) any change in the capitalization of Purchaser or Purchaser’s corporate structure; and (vi) any other action, proposal, agreement or transaction or proposed transaction (including any possible Acquisition Proposal) which is intended, or would reasonably be expected, to (1) impede, interfere with, delay, postpone, discourage or (2) adversely affect the Merger or any of the other Transactions.
