Common use of Voting Covenant Clause in Contracts

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 irrevocably and unconditionally agrees that, prior to during, but only during, the Expiration DateSupport Period, at any annual or special meeting of the stockholders of the Company, however called, or at including any adjournment or postponement thereof thereof, and on every in connection with any action or approval proposed to be taken by written consent of the stockholders of the Company, upon at least three (3) Business Days’ prior written notice from Parent to Stockholder, 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 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 its Subject Securities, and 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 votedParent: (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 Agreement, and the terms thereof, in favor of (ii) each of the other actions contemplated by the Merger Agreement and in favor of any action in furtherance of any of the foregoingTransactions; (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 is primarily intended or would reasonably be expected to (i) result in a material breach of any representation, warranty, covenant or obligation of the Company in the Merger AgreementAgreement or the Stockholder contained in this Agreement or (ii) result in any of the conditions set forth in Article 7 or Annex I of the Merger Agreement not being satisfied on or before the End Date; and (dc) against any action which is the following actions (other than the Merger and the other Transactions): (i) intended any Acquisition Proposal; (ii) any reorganization, recapitalization or liquidation of the Company or extraordinary corporate transaction, such as a merger, consolidation, or business combination involving the Company; (iii) any change in the Company Board that is not recommended or approved by the Company Board; and (iv) any other action or proposal that would otherwise reasonably be expected to prevent, impede, interfere with, delay, postpone, discourage with or adversely affect delay the Merger or change the voting rights of any class of shares of the other transactions contemplated by Company. During 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 DateSupport Period, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any a manner inconsistent with clause clauses “(a)”, clause “(b)”, clause ” or “(c)” or clause “(d)” of the preceding sentencethis Section 4.1.

Voting Covenant. Stockholder hereby agrees that, prior to the Voting Expiration Date, at any meeting of the stockholders of the Company, however called, or and at any every adjournment or postponement thereof thereof, and on every in any action or approval by written consent of the stockholders of the Company, unless otherwise directed in writing by AzurParent, 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 Subject Securities to be voted: (a) in favor of of: (i) the Merger, the execution and delivery by the Company adoption 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 Contemplated Transactions; and in favor of (ii) 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 (dc) against any action action, agreement, proposal or transaction involving the Company or any of its subsidiaries which is (i) intended intended, or could reasonably be expected, 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 Voting 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 ” or “(c)” or clause “(d)” of the preceding sentence. Except as set forth in or contemplated by this Agreement, Stockholder may vote his Subject Securities in his discretion on all matters submitted for the vote of the Company’s stockholders or in connection with any meeting or written consent of the Company’s stockholders.

Voting Covenant. Stockholder Subject to the terms and conditions set forth in the Trust Agreement, each of the Stockholders and the Voting Agent hereby agrees that, prior to during the period commencing on the date hereof and continuing until the Voting Covenant Expiration Date, at any meeting of the stockholders of the Company, however called, or at any adjournment or postponement thereof thereof, and on every in connection with any written action or approval by written consent of the stockholders of the CompanyCompany (if then permitted), unless otherwise directed in writing by AzurParent, Stockholder it shall cause the Subject Securities (other than the Trust Shares) to be voted to the extent any and all issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect Subject Securities (other than the Trust Shares) may be lawfully voted and shall cause the HMP Trust to such meeting vote the Trust Shares to be voted:voted to the extent permitted under the Trust Agreement (provided that notwithstanding the terms of the Trust Agreement, the Voting Agent shall use reasonable efforts (it being understood that "reasonable efforts" in this parenthetical shall not include any requirement to (1) pay monies, (2) suffer a loss of economic value or (3) commence any litigation or other proceeding) to cause the Trust Shares beneficially owned by the Voting Agent to be voted as follows): (a) in favor of approval 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 Agreement, and in favor of any action in furtherance of any of the foregoing;; and (b) in favor of against 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) Competing Proposal and 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 Agreement or impair the ability of the Company to impede, interfere with, delay, postpone, discourage or adversely affect consummate the Merger or any that would otherwise be inconsistent with, prevent, impede or delay the consummation 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 sentenceTransactions.

Voting Covenant. Stockholder hereby agrees that, prior Prior to the Voting Covenant Expiration Date, at any meeting of the stockholders of the CompanySeller, however called, or at and in any adjournment or postponement thereof and on every action or approval by written consent of the stockholders of the CompanySeller, unless otherwise directed in writing by Azurthe Purchaser, Stockholder shall cause any and all issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect Subject Securities that are entitled under applicable corporate laws to vote at such meeting or by such written consent to be voted:voted (and to which Stockholder is entitled to vote): (a) in favor of the Merger, Acquisition and the execution and delivery by the Company Seller of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereofPurchase Agreement, in favor of each of the other actions contemplated by the Merger Purchase Agreement and in favor of any action in furtherance of any of the foregoing;; and (b) against the following actions (other than the Acquisition and the transactions contemplated by the Purchase Agreement, including, without limitation, the change in favor of any proposal to adjourn Seller's corporate name or postpone the meeting dissolution and liquidation of the stockholders Seller): (i) any Acquisition Transaction; (ii) any Acquisition Proposal; (iii) any change in a majority of the Company to a later date if there are not sufficient votes for adoption board of directors of the Merger Agreement on Seller; (iv) any amendment to the date on which such meeting is held; Seller's certificate of incorporation or bylaws; (cv) against any action or agreement that would result material change in a material breach of any representation, warranty, covenant or obligation the capitalization of the Company in Seller or the Merger AgreementSeller's corporate structure; and and (dvi) against any other action which is (i) intended intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger Acquisition or any of the other transactions contemplated by the Merger Purchase 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 Voting Covenant 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 “" or "(b)”, clause “(c)” or clause “(d)” " of the preceding sentence.

Voting Covenant. Stockholder Shareholder hereby agrees that, prior to during the Expiration DateSpecified Period, at any every meeting of the stockholders shareholders of the Company, however called, or and at any every adjournment or postponement thereof thereof, and on every in any written action or approval by written consent of the stockholders shareholders of the Company, unless otherwise directed in writing by AzurParent and to the extent not voted by the Person(s) appointed pursuant to Section 3.2 hereof, Stockholder Shareholder shall cause any and vote all issued and outstanding shares of Company Common Stock Owned owned of record by Stockholder as Shareholder and, subject to Section 3.3, all other Subject Securities (to the fullest extent of the record date with respect Shareholder’s right to such meeting to be voted:do so): (a) in favor of the approval and adoption of the Merger Agreement, the Merger, the execution and delivery by the Company Agreement of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereofTransactions, 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;and (b) in favor of any proposal to adjourn or postpone against the meeting of the stockholders of the Company to a later date if there are not sufficient votes for adoption of following actions (other than the Merger Agreement on and the date on which such meeting is heldTransactions): (i) any Acquisition Proposal; (cii) against any action action, proposal, transaction or agreement that would reasonably be expected to result in a material breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company in under the Merger Agreement; andor (diii) against any action which is (i) intended action, proposal, transaction or agreement that would reasonably be expected to materially impede, interfere with, delay, postpone, discourage, adversely affect, inhibit or attempt to discourage or adversely affect the timely consummation of the Merger or any the fulfillment of Parent’s or the other transactions contemplated by Company’s or Merger Sub’s conditions under 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 During the Expiration DateSpecified Period, Stockholder Shareholder shall not enter into any agreement Contract or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, ) or clause “(b)”, clause “(c)” or clause “(d)” ) of the preceding sentence. Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall limit or restrict Shareholder from (i) acting in Shareholder’s capacity as a director, officer or employee of the Company or in Shareholder’s capacity as a trustee or fiduciary of any employee benefit plan or trust, to the extent applicable, it being understood that this Agreement shall apply to Shareholder solely in Shareholder’s capacity as a shareholder of the Company; or (ii) voting (including by proxy or written consent) in Shareholder’s sole discretion on any matter other than the matters referred to in this Section 3.1.

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 AzurVidara, 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 with respect to such shares of Company Common Stock Owned by Stockholder in any manner inconsistent with clause “(a)”, clause “(b)”, clause “(c)” or clause “(d)” of the preceding sentence.

Voting Covenant. Stockholder Shareholder hereby agrees that, prior to the Voting Covenant Expiration Date, at any meeting of the stockholders shareholders of the Company, however called, or at and in any adjournment or postponement thereof and on every written action or approval by written consent of the stockholders shareholders of the Company, unless otherwise directed in writing by AzurParent, Stockholder Shareholder 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 Subject Securities to be voted: (a) in favor of the Merger, the execution and delivery by the Company approval of the Merger Arrangement Agreement and the adoption and Plan of Arrangement (as the same may be amended in accordance with their terms), the approval of the Merger Agreement Arrangement and any matter that could reasonably be expected to facilitate 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 foregoingArrangement; (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 under the Merger AgreementArrangement Agreement or the Plan of Arrangement; and (dc) against any action which is (i) intended to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the following actions (other than in furtherance of the Arrangement and the transactions contemplated by the Merger Arrangement Agreement and except as otherwise agreed to or this Voting Agreementdirected by Parent in writing): (A) any extraordinary corporate transaction or fundamental change, such as a merger, consolidation or other arrangement or business combination involving the Company or any subsidiary of the Company; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any subsidiary of the Company; (C) any reorganization, recapitalization, dissolution or liquidation of the Company or any subsidiary of the Company; (D) any change in a majority of the board of directors of the Company; (E) any change in the authorized capital of the Company or any amendment to the Company’s articles of incorporation or bylaws; (F) any material change in the capitalization of the Company or the Company’s corporate structure and (G) any other action which is intended, or (ii) would could reasonably be expected, to impede, interfere with, materially delay, materially prevent, postpone, discourage or adversely affect in any material way the Merger Arrangement or any of the other transactions contemplated by the Merger Arrangement Agreement or this Voting Agreement. Prior to the Voting Covenant Expiration Date, Stockholder Shareholder 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 or “(c)” or clause “(d)” of the preceding sentence. If requested by Parent, Shareholder will execute such documents as may be reasonably required to give effect to the provisions of this Section upon Shareholder having received reasonable opportunity to consult with legal counsel. Shareholder further agrees that, during the Term, it shall not enter into any agreement or understanding with any person, whether or not in writing, directly or indirectly the effect of which would be inconsistent or contrary to the provisions and agreements contained herein.

Voting Covenant. Each Stockholder hereby agrees that, prior to the Voting Covenant 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 AzurParent, such 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 Subject Securities to be voted: (a) in favor of the MergerMerger I, the execution and delivery by the Company of the Merger Reorganization Agreement and the adoption and approval of the Merger Reorganization Agreement and the terms thereof, in favor of each of the other actions contemplated by the Merger Reorganization Agreement and in favor of any action in furtherance of any of the foregoing;; and (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 Reorganization Agreement; and (dc) against the following actions (other than the Transaction and the transactions contemplated by the Reorganization Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company; (B) any sale, lease, license, sublicense or transfer of a material amount of assets of the Company; (C) any reorganization, recapitalization, dissolution or liquidation of the Company; (D) any change in a majority of the board of directors of the Company; (E) any amendment to the Company’s certificate of incorporation or bylaws; (F) any material change in the capitalization of the Company or the Company’s corporate structure; and (G) any other action which is (i) intended intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger Transaction or any of the other transactions contemplated by the Merger Reorganization 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 Voting Covenant Expiration Date, no 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 or “(c)” or clause “(d)” of the preceding sentence.

Voting Covenant. Stockholder Subject to Section 3.4, Shareholder hereby agrees that, prior to during the Expiration DateVoting Period, at any meeting of the stockholders shareholders of the Company, however called, or at and in any adjournment or postponement thereof and on every written action or approval by written consent of the stockholders shareholders of the Company, unless otherwise directed in writing by AzurParent, Stockholder Shareholder shall cause any and all issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date Subject Securities with respect to which such meeting Shareholder has 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 thereofAgreement, in favor of (ii) each of the other actions contemplated by the Merger Agreement and in favor of (iii) 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 material representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (dc) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any of its Subsidiaries; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties or other assets of the Company or any of its Subsidiaries; (iii) any change in a majority of the board of directors of the Company; (iv) any action or proposal to amend, or waive any provision of the articles of incorporation or bylaws of the Company, which amendment may have the effect of (1) frustrating the purpose of, or breaching or nullifying any provision of, the Merger Agreement, (2) impeding, interfering with, preventing, delaying or adversely affecting the Merger or (3) changing the voting rights of any shares of capital stock of the Company, and (v) any other action which is intended, or would reasonably be expected, to materially (i1) intended to impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) adversely affect the Merger, including the Financing, or any of the transactions contemplated by the Merger Agreement and, in the case of clauses (iii) and (iv), only to the extent such action is intended, or would reasonably be expected, to materially (1) impede, (2) interfere with, (3) delay, (4) postpone, (5) discourage or (6) 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 including 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 sentenceFinancing.

Voting Covenant. Stockholder Subject to the terms and conditions set forth in the Trust Agreement, each of the Stockholders and the Voting Agent hereby agrees that, prior to during the period commencing on the date hereof and continuing until the Voting Covenant Expiration Date, at any meeting of the stockholders of the Company, however called, or at any adjournment or postponement thereof thereof, and on every in connection with any written action or approval by written consent of the stockholders of the CompanyCompany (if then permitted), unless otherwise directed in writing by AzurParent, Stockholder it shall cause the Subject Securities (other than the Trust Shares) to be voted to the extent any and all issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect Subject Securities (other than the Trust Shares) may be lawfully voted and shall cause the HMP Trust to such meeting vote the Trust Shares to be voted:voted to the extent permitted under the Trust Agreement (provided that notwithstanding the terms of the Trust Agreement, the Voting Agent shall use reasonable efforts (it being understood that “reasonable efforts” in this parenthetical shall not include any requirement to (1) pay monies, (2) suffer a loss of economic value or (3) commence any litigation or other proceeding) to cause the Trust Shares beneficially owned by the Voting Agent to be voted as follows): (a) in favor of approval 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 Agreement, and in favor of any action in furtherance of any of the foregoing;; and (b) in favor of against 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) Competing Proposal and 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 Agreement or impair the ability of the Company to impede, interfere with, delay, postpone, discourage or adversely affect consummate the Merger or any that would otherwise be inconsistent with, prevent, impede or delay the consummation 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 sentenceTransactions.

Voting Covenant. Stockholder hereby agrees that, prior to that during the period from the date of this Agreement through the Voting Covenant Expiration Date, at any meeting of the stockholders of the Company, however called, or at and in any adjournment or postponement thereof and on every written action or approval by written consent of the stockholders of the Company, unless otherwise directed in writing by AzurParent, 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 Subject Securities to be voted: (a) in favor of the Merger, the execution and delivery by the Company of the Merger Reorganization Agreement and the adoption and approval of the Merger Reorganization Agreement and the terms thereof, in favor of each of the other actions contemplated by the Merger Reorganization 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 or could reasonably result in a material breach of any representation, warranty, covenant or obligation of the Company in the Merger Reorganization Agreement; and (dc) against the following actions (other than the Merger and the transactions contemplated by the Reorganization Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (B) any sale, lease or transfer of a material amount of assets of the Company or any subsidiary of the Company; (C) any reorganization, recapitalization, dissolution or liquidation of the Company or any subsidiary of the Company; (D) any change in a majority of the board of directors of the Company; (E) any amendment to the Company's certificate of incorporation or bylaws; (F) any material change in the capitalization of the Company or the Company's corporate structure; and (G) any other action which is (i) intended intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Reorganization 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 prior to the earlier of the date upon which the Reorganization Agreement is validly terminated or the date upon which the Merger is consummated to vote or give instructions in any manner inconsistent with clause “"(a)”", clause “"(b)”", clause “or "(c)” or clause “(d)” " of the preceding sentence.

Voting Covenant. Stockholder The Holder hereby agrees that, prior to the Voting Expiration Date, at any meeting of the stockholders of the Company, however called, or and at any every adjournment or postponement thereof thereof, and on every in any action or approval by written consent of the stockholders of the Company, unless otherwise directed in writing by AzurParent, Stockholder the Holder 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 Shares to be voted: (a) in favor of the Merger, the execution and delivery by the Company adoption of the Merger Agreement and the adoption and approval of the terms of the Merger Agreement and the terms thereofother Transactions, in favor and of each of the any other actions contemplated reasonably agreed by Parent and the Merger Agreement and Company as necessary or appropriate in favor of any action in furtherance of any of connection with the foregoingTransactions; (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 (dc) against any action action, agreement, proposal or transaction involving the Company or any of its Subsidiaries which is (i) intended intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions 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 Voting Expiration Date, Stockholder the Holder 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 ” or “(c)” or clause “(d)” of the preceding sentence. Except as set forth in or contemplated by this Agreement, the Holder may vote the Shares in his, her or its discretion on all matters submitted for the vote of the Company’s stockholders or in connection with any meeting or written consent of the Company’s stockholders. Further, the Holder shall appear at any stockholder meeting and each such meeting at which any of the matters described this Section 5.1 is to be voted on or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum.

Voting Covenant. Stockholder hereby agrees that, prior to during the period between the date of this Agreement and the Expiration Date, at any meeting of the stockholders of the CompanySeller, however called, or at and in any adjournment or postponement thereof and on every written action or approval by written consent of the stockholders of the CompanySeller, Stockholder shall (unless otherwise directed in writing by Azur, Stockholder shall Parent or the Purchaser) cause any and all issued and outstanding shares of Company the Seller Common Stock Owned by Stockholder as of the record date with respect to fixed for 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 Purchase Agreement, in favor of the terms thereofAsset Sale contemplated thereby, in favor of each of the other actions Transactions contemplated by the Merger Purchase 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 Seller Corporations in the Merger Purchase Agreement; and (dc) against the following actions (other than the Asset Sale and each of the other actions contemplated by the Purchase Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Seller Corporations or the Designated Assets; (B) any sale, lease or transfer of a material amount of assets of the Seller Corporations; (C) any reorganization, recapitalization, dissolution or liquidation of any of the Seller Corporations; and (D) any other action which is (i) intended intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger Asset Sale 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 Purchase 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)” any of the provisions of the preceding sentence.

Voting Covenant. Stockholder hereby agrees that, prior to the Expiration Date, at any meeting of the stockholders of the CompanyIgDraSol, however called, or at any adjournment or postponement thereof and on every action or approval by written consent of the stockholders of the CompanyIgDraSol, unless otherwise directed in writing by AzurSorrento, Stockholder shall cause any and all issued and outstanding shares of Company IgDraSol 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 IgDraSol 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 IgDraSol 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 IgDraSol 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, prior to that during the period from the date of this Agreement through the Voting Covenant Expiration Date, at any meeting of the stockholders of the Company, however called, or at and in any adjournment or postponement thereof and on every written action or approval by written consent of the stockholders of the Company, unless otherwise directed in writing by AzurParent, 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 Subject Securities to be voted: (a) in favor of the Merger, the execution and delivery by the Company of the Merger Reorganization Agreement and the adoption and approval of the Merger Reorganization Agreement and the terms thereof, in favor of each of the other actions contemplated by the Merger Reorganization 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 my action or agreement that would or could reasonably result in a material breach of any representation, warranty, covenant or obligation of the Company in the Merger Reorganization Agreement; and (dc) against the following actions (other than the Merger and the transactions contemplated by the Reorganization Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (B) any sale, lease or transfer of a material amount of assets of the Company or any subsidiary of the Company; (C) any reorganization, recapitalization, dissolution or liquidation of the Company or any subsidiary of the Company; (D) any change in a majority of the board of directors of the Company; (E) any amendment to the Company's certificate of incorporation or bylaws; (F) any material change in the capitalization of the Company or the Company's corporate structure; and (G) any other action which is (i) intended intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Reorganization 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 prior to the earlier of the date upon which the Reorganization Agreement is validly terminated or the date upon which the Merger is consummated to vote or give instructions in any manner inconsistent with clause “"(a)”", clause “"(b)”", clause “or "(c)” or clause “(d)” " 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 with respect to such shares of Company Common Stock Owned by Stockholder in any manner inconsistent with clause “(a)”, clause “(b)”, clause “(c)” or clause “(d)” of the preceding sentence.