Common use of Voting Covenant Clause in Contracts

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.

Voting Covenant. Each Supporting Party Securityholder hereby agrees that, during the Voting Period, at any meeting of the stockholders holders of Purchaser Company Capital Stock (the “Equityholders”) (whether annual or special and whether or not adjourned or postponed), however called, and in any action by written consent of the stockholders of PurchaserEquityholders, 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 Company Capital Stock, unless otherwise directed in writing by 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 Securityholder shall cause the Subject Securities to be voted: (a) in favor of (i) the Merger and the adoption and 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 actions contemplated by the Merger Agreement and (viii) any action in furtherance of any of the foregoing; (b) against any action, proposal, agreement or transaction that, to the knowledge of each Supporting PartySecurityholder, would reasonably be expected to result in a material breach of any representation, warranty, covenant or obligation of the Purchaser Company in the Merger Agreement; and (c) against the following actions (other than pursuant to, or in furtherance of, the Merger and the other Transactions: Transactions (as defined in the Merger Agreement), including the Pre-Closing Recapitalization): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the PurchaserCompany; (ii) any Acquisition ProposalProposal (as defined in the Merger Agreement), including any reorganization, recapitalization, dissolution or liquidation of Purchaserthe Company; (iii) any change in a majority of the board of directors of Purchaserthe Company; (iv) any amendment to the PurchaserCompany’s governing documentsGoverning Documents; (viv) any change in the capitalization of Purchaser the Company or Purchaserthe Company’s corporate structurestructure (other than as contemplated in or permitted by the Merger Agreement); and (viv) 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; provided, however, such Securityholder shall not vote or provide consent with respect to any of its Subject Securities that are not held by the Company’s directors, officers, affiliates or greater than 5% shareholders of the Company, or take any other action, in each case to the extent any such vote, consent or other action would preclude Purchaser from filing with the SEC a registration statement on Form S-4 as contemplated by the Merger Agreement; provided, further, that as of the effective date of the Merger, no amendment, modification or waiver of the Merger Agreement shall have occurred that would reasonably be expected to adversely affect the economic benefits that Securityholder would reasonably expect to receive pursuant to the Merger. Notwithstanding anything to the contrary in this Section 2.2, (i) this Section 2.2 shall not apply to any proposal submitted to any of the Equityholders holding the number of shares of Company Capital Stock required by the terms of Section 280G(b)(5)(B) of the Code, whether at a meeting or in an action by written consent, to render the parachute payment provisions of Section 280G inapplicable to any and all payments or benefits provided pursuant to Plan or other Company Contracts that might result, separately or in the aggregate, in the payment of any amount or the provision of any benefit that would not be deductible by reason of Section 280G or that would be subject to an excise tax under Section 4999 of the Code.

Voting Covenant. Each Supporting Party During the Support Period, Stockholder hereby irrevocably and unconditionally agrees that, during the Voting Period, at any annual or special meeting of the stockholders of Purchaser (whether annual or special and whether or not adjourned or postponed)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 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 PurchaserCompany, such Supporting Party shall Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Securities are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such 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 determining a quorum quorum; and shall (b) be present (in person or by proxy) and vote (or cause the Subject Securities to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its 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) 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 foregoingTransactions; (b) against any action, proposal, action or agreement or transaction that, to the knowledge of each Supporting Partysuch Stockholder, would reasonably be expected to result in a material breach of any representation, warranty, covenant or obligation of the Purchaser conditions set forth in Section 7 or Annex I of the Merger AgreementAgreement not being satisfied on or before the End Date; and (c) against the following actions (other than pursuant to, or in furtherance of, the Merger and the other Transactions: ): (i) any extraordinary corporate transactionAcquisition Proposal (provided, such as a merger, consolidation or other business combination involving that for the Purchaserpurposes of this clause all references to “20%” in the definition of Acquisition Transaction shall be deemed to be references to “50% plus one”); (ii) any Acquisition Proposalamendment to the Company’s certificate of incorporation or bylaws; (iii) any material change in the capitalization of the Company or the Company’s corporate structure; (iv) any sale, including lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of the Company or any reorganization, recapitalization, dissolution recapitalization or liquidation of Purchaser; the Company, (iiiv) 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 structureCompany; and (vi) any other actionaction which is, proposalto the knowledge of such Stockholder, agreement or transaction or proposed transaction (including any possible Acquisition Proposal) which is intended, intended or would reasonably be expected, expected to (1) impede, interfere with, delay, postpone, discourage prevent or (2) adversely affect the Merger or any of the other TransactionsTransactions or this Agreement. 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)”, “(b)” or “(c)” of this Section 4.1.