Common use of Voting Covenant Clause in Contracts

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. During the Support Period, Stockholder Securityholder hereby irrevocably and unconditionally agrees that, during the Voting Period, at any meeting of the holder of Company Capital Stock (the “Equityholder”) (whether annual or special meeting of the stockholders of the Companyand whether or not adjourned or postponed), however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders Equityholder, at or pursuant to which, as applicable, any of the Company, Stockholder shall (or shall cause) in each case to matters described below are submitted for 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) consideration and vote (or cause to be voted)of the Equityholder, 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 ParentParent and to the extent Securityholder is permitted to vote pursuant to the Company’s Governing Documents, Securityholder shall cause the Subject Securities to be voted: (ia) in favor of (xi) the Merger, the execution and delivery by the Company of the Merger Agreement Mergers and the adoption and approval of the Merger Agreement and the terms thereof, and (yii) each of the other Contemplated Transactions; and actions contemplated by the Merger Agreement and (ii) against (xiii) any action reasonably in furtherance of any of the foregoing as contemplated by the terms of the Merger Agreement; (b) against any action, proposal, agreement or agreement which is intended or transaction that, to the knowledge of Securityholder, 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 the following actions (other than pursuant to, or in furtherance of, the Transactions, or transactions disclosed in the Company Disclosure Letter): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of the Company; (iii) any reorganization, recapitalization, dissolution or liquidation of the Company; (iv) any change in a majority of the board of directors of the Company; (v) any amendment to the Company’s Governing Documents; (vi) any change in the capitalization of the Company or the Company’s corporate structure; and (vii) any other action, proposal, agreement or transaction or proposed transaction (including any possible Company Business Combination) that is intended, or would reasonably be expected, to materially impede, interfere with, delay, postpone, interfere with, nullify, prevent discourage or adversely affect the Transactions. Notwithstanding anything to the contrary in this Section 2.2, this Section 2.2 shall not apply to any material respect the Merger, the Offer or 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 Employee Benefit Plan or other Contemplated Transactions Company Contracts that might result, separately or this Agreementin the aggregate, including any Acquisition Proposal in the payment of any Person (other than Parent and Merger Sub) amount or the provision of any benefit that would not be deductible by reason of Section 280G or that would be subject to acquire the Company or all or substantially all an excise tax under Section 4999 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 4.1Code.

Voting Covenant. 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 the Company, Company (however called), including any and at every 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, Stockholder shall cause the Subject Securities with respect to which there are voting rights to be voted: (ia) in favor of of: (xi) the Merger, Merger and 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, and Agreement; (yii) each of the other Contemplated Transactionsactions contemplated by the Merger Agreement; and (iii) 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 each of the following actions (other than the Merger, the other Contemplated Transactions and actions that are permitted by the terms of Section 4.2(b) of the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange or other business combination involving any Acquired Company; (ii) against any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of any Acquired Company; (xiii) any reorganization, recapitalization, dissolution or liquidation of the Company or any of its Significant Subsidiaries; (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 or agreement which is intended or would reasonably be expected to impede, interfere with, delay, postpone, interfere with, nullify, prevent discourage 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. During Stockholder hereby agrees that, during the Support Period, Stockholder hereby irrevocably and unconditionally agrees that, at any annual or special meeting of the stockholders of the Company, Company (however called), including any and at every 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 (cause the Subject Shares to be voted, or shall cause) in each case duly execute and deliver any consent of stockholders of the Company with respect to the fullest extent that such Stockholder’s Subject Securities are entitled to be voted therein: Shares, as applicable, as follows: (a) appear at each such meeting against any action or otherwise cause all such Subject Securities to be counted as present thereat for purposes agreement that would result in a breach of determining a quorumany representation, warranty, covenant or obligation of the Company in the Merger Agreement; and 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 against each of the Merger Agreement and the adoption and approval of following actions (other than the Merger Agreement and the terms thereof, and (y) each of the other Contemplated Transactions): (i) any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, other business combination, division, conversion, re-domestication, reorganization, recapitalization or similar transaction involving any Acquired Company; and (ii) against any change in a majority of the board of directors of the Company (xother than to fill a vacancy as a result of (A) a resignation of a director unrelated to any of the other matters addressed in this paragraph (c) or (B) the Merger); (iii) any amendment to the Company’s certificate of incorporation or bylaws; (iv) any material change in the capitalization of the Company or the Company’s corporate structure; (v) the adoption or approval of any Acquisition Proposal, Acquisition Transaction or Alternative Acquisition Agreement; and (vi) any other action or agreement which is intended intended, or would reasonably be expected expected, to impede, delay, postpone, impede or interfere with, nullify, prevent with or adversely affect in any material respect materially delay the Merger, the Offer Merger or any of the other Contemplated Transactions Transactions. For the avoidance of doubt, nothing in this Agreement shall require any Stockholder to vote in any manner with respect to any amendment to the Merger Agreement that (i) decreases the Per Share Price or this Agreement, including any Acquisition Proposal of any Person (other than Parent and Merger Sub) to acquire changes the Company or all or substantially all form of the assets thereof and action in furtherance of any Acquisition Proposal or Merger Consideration payable to engage in any other similar extraordinary corporate transaction (other than the Merger and Contemplated Transactions), and (y) any amendment stockholders of the Company’s Constituent Documents ; (except in connection with ii) imposes any material restrictions or any additional conditions on the consummation of the Merger or Contemplated Transactions). During the Support Period, Stockholder shall not enter into any agreement or understanding with any Person payment of the Per Share Price to vote or give instructions in a manner inconsistent with clauses (a) stockholders of the Company; or (biii) of this Section 4.1extends the End Date.

Voting Covenant. During For so long as Stockholder is obligated to tender the Subject Securities in accordance with Section 3.1 and such Subject Securities have not been returned to Stockholder in accordance with Section 3.2, Stockholder hereby agrees that, 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, Stockholder shall cause the Subject Securities to be voted: (ia) in favor of (xi) 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 (yii) each of the other Contemplated Transactions; (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 Merger and the Transactions): (i) any Acquisition Proposal; (ii) against any amendment to the Company’s certificate of incorporation or bylaws; (xiii) any material change in the capitalization of the Company or the Company’s corporate structure; (iv) any change in a majority of the board of directors of the Company and (v) any other action or agreement which is intended or would reasonably be expected to impede, interfere with, delay, postpone, interfere with, nullify, prevent discourage or adversely affect in any material respect the Merger, the Offer Merger 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 Xxxxx to vote or give instructions in a manner inconsistent with clauses “(a) or )”, “(b)” or “(c)” of the preceding sentence. Notwithstanding anything to the contrary in this Section 4.1, in the event of a Company Adverse Change Recommendation pursuant to and in compliance with the terms and conditions of Section 6.1(b)(ii) of the Merger Agreement that does not result in a termination of the Merger Agreement under Section 8.1(d) thereof, the obligation of each Stockholder to vote Shares in the manner set forth in clauses (a), (b) and (c) of this Section 4.14.1 shall only apply to an aggregate number of Shares that is equal to thirty percent (30%) of the total number of shares of Common Stock entitled to vote in respect of such matter and the Stockholder shall cause all remaining Shares to be voted in a manner that is proportionate to the manner in which all holders of shares of Common Stock (other than the Stockholders) vote in respect of such matter. Stockholder shall retain at all times the right to vote all Subject Securities in Company Stockholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 4.1 that are at any time or from time to time presented for consideration to the Company’s stockholders generally; provided that such vote would not reasonably be expected to adversely affect, or prevent or delay the consummation of, the Offer or the Merger.

Voting Covenant. During Stockholder hereby agrees that, during the Support Period, Stockholder hereby irrevocably and unconditionally agrees that, at any annual or special meeting of the stockholders of the Company, Company (however called), including any and at every adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, unless otherwise directed in writing by Xxxxx, Stockholder shall (or shall cause) in each case to the fullest extent that such Stockholder’s Subject Securities are entitled to be voted therein: (ai) appear (in person or by proxy) at each such meeting or otherwise cause all such of the Subject Securities that Stockholder is entitled to vote to be counted as present thereat for purposes of determining calculating a quorum; quorum and (bii) be present (in person or by proxy) and vote (or cause the Subject Securities with respect to which Stockholder has voting rights to be voted), or and shall duly execute and deliver (or cause any written consent of stockholders of the Company with respect to the Subject Securities with respect to which Stockholder has voting rights to be delivered) a written consent with respect tovoted, all of such Subject Securities, and unless otherwise directed in writing by Parentas follows: (ia) in favor of of: (x) the Merger, the execution and delivery by the Company adoption of the Merger Agreement and the adoption and approval of the Merger and any other matter reasonably necessary to the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon at any meeting of the terms thereof, holders of Common Stock related thereto; (y) any proposal to adjourn or postpone any meeting of the holders of Common Stock at which the matters described in the preceding clause (x) are submitted for the consideration and vote of the holders to a later date if there are not sufficient votes for approval of such matters on the date on which such meeting is held; and (yz) each of the other Contemplated Transactionsactions contemplated by the Merger Agreement; (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 (iic) 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 each 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 following actions (other than the Merger and Contemplated the other Transactions)): (i) any extraordinary corporate transaction, and such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, other business combination, division, conversion, transfer, domestication, reorganization, recapitalization or similar transaction involving the Company or any of its Subsidiaries; (yii) any sale, lease, sublease, license, sublicense, transfer or disposition of a material portion of the rights or other assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries; (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, which amendment may have the effect of (A) frustrating the purpose of, or breaching or nullifying any provision of, the Merger Agreement, (B) impeding, interfering with, preventing, delaying or adversely affecting the Merger or (C) changing the voting rights of any shares of capital stock of the Company; (vi) any material change in the capitalization of the Company or the Company’s Constituent Documents corporate structure; and (except in connection with 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 Contemplated any of the other Transactions). During Notwithstanding anything herein to the Support Periodcontrary, nothing in this Agreement shall require Stockholder to exercise any Company Warrants or other rights to acquire Common Stock; provided, however, that if Stockholder does elect to exercise any such Company Warrants or other rights to acquire Common Stock, the Common Stock received upon such exercise shall not enter into any agreement or understanding with any Person be subject to vote or give instructions in a manner inconsistent with clauses (a) or (b) of this Section 4.1Agreement.

Voting Covenant. During Stockholder hereby agrees that, during the Support Period, Stockholder hereby irrevocably and unconditionally agrees that, at any annual or special meeting of the stockholders of the Company, Company (however called), including any and at every 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 cause 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 Shares to be voted), or shall duly execute and deliver (or cause to be delivered) a written any consent of stockholders of the Company with respect toto the Subject Shares, all of such Subject Securitiesas applicable, and unless otherwise directed in writing by Parentas follows: (ia) in favor of (x) the Merger, the execution and delivery by the Company adoption of the Merger Agreement pursuant to the duly executed and delivered Stockholder Written Consent in the adoption and approval form attached as Exhibit D to the Merger Agreement; (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 the terms thereof, and Agreement; and (yc) against each of the following actions (other than the Merger and the other Contemplated Transactions): (i) any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, other business combination, division, conversion, re-domestication, reorganization, recapitalization or similar transaction involving any Acquired Company; and (ii) against any change in a majority of the board of directors of the Company (xother than to fill a vacancy as a result of (A) a resignation of a director unrelated to any of the other matters addressed in this paragraph (c) or (B) the Merger); (iii) any amendment to the Company’s certificate of incorporation or bylaws; (iv) any material change in the capitalization of the Company or the Company’s corporate structure; (v) the adoption or approval of any Acquisition Proposal, Acquisition Transaction or Alternative Acquisition Agreement; and (vi) any other action or agreement which is intended intended, or would reasonably be expected expected, to impede, delay, postpone, impede or interfere with, nullify, prevent with or adversely affect in any material respect materially delay the Merger, the Offer Merger or any of the other Contemplated Transactions Transactions. For the avoidance of doubt, nothing in this Agreement shall require any Stockholder to vote in any manner with respect to any amendment to the Merger Agreement that (i) decreases the Per Share Price or this Agreement, including any Acquisition Proposal of any Person (other than Parent and Merger Sub) to acquire changes the Company or all or substantially all form of the assets thereof and action in furtherance of any Acquisition Proposal or Merger Consideration payable to engage in any other similar extraordinary corporate transaction (other than the Merger and Contemplated Transactions), and (y) any amendment stockholders of the Company’s Constituent Documents ; (except in connection with ii) imposes any material restrictions or any additional conditions on the consummation of the Merger or Contemplated Transactions). During the Support Period, Stockholder shall not enter into any agreement or understanding with any Person payment of the Per Share Price to vote or give instructions in a manner inconsistent with clauses (a) stockholders of the Company; or (biii) of this Section 4.1extends the End Date.

Voting Covenant. During the Support Period, Stockholder hereby irrevocably and unconditionally agrees that, prior to the Proxy Expiration Date, 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 written 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 ParentInvestor, Stockholder shall cause the Subject Securities to be voted: (ia) 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 Charter Amendment and the terms thereof, and (y) in favor of each of the other Contemplated Transactionsactions contemplated by the Recapitalization 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 Recapitalization Agreement; and (iic) against the following actions (xother than the Charter Amendment and the transactions contemplated by the Recapitalization 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, sublease, license, sublicense or transfer of a material portion of the rights or other 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 or agreement which is intended intended, or would could reasonably be expected expected, to impede, interfere with, delay, postpone, interfere with, nullify, prevent discourage or adversely affect in any material respect the Merger, the Offer Charter Amendment or any of the other Contemplated Transactions transactions contemplated by the Recapitalization Agreement or this Agreement, including any Acquisition Proposal of any Person (other than Parent and Merger Sub) . Prior 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 PeriodProxy Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in a any manner inconsistent with clauses clause “(a) or )”, clause “(b) )” or clause “(c)” of this Section 4.1the preceding sentence.

Voting Covenant. During Stockholder hereby agrees that, 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 written 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, Stockholder shall cause the Subject Securities to be voted: (ia) in favor of of: (xi) the Merger, the execution and delivery by the Company of the Merger Agreement and ; (ii) the adoption and approval of the Merger Agreement and the terms thereof, and ; (yiii) each of the other Contemplated Transactionsactions contemplated by the Merger Agreement; and (iv) 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 Merger and the Contemplated Transactions): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any other Acquired Corporation; (ii) against any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of the Company or any other Acquired Corporation; (xiii) any reorganization, recapitalization, dissolution or liquidation of the Company or any Subsidiary of the Company; (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 or agreement which is intended intended, or would could reasonably be expected expected, to impede, interfere with, delay, postpone, interfere with, nullify, prevent discourage or adversely affect in any material respect the Merger, the Offer Merger or any of the other Contemplated Transactions or this AgreementTransactions, 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 this 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 4.1Agreement.

Voting Covenant. During the Support Period, Stockholder hereby irrevocably and unconditionally agrees that, subject to Section 2.1(c), during the Voting Period, at any meeting of the Company’s stockholders (whether annual or special meeting of the stockholders of the Companyand whether or not adjourned or postponed), however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders Company’s stockholders, 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 Company’s stockholders, unless otherwise directed in writing by Parent, Stockholder shall (or shall cause) in each case to the fullest extent that such Stockholder’s Subject Securities are entitled to be voted therein: shall: (a) when a meeting of the Company’s stockholders is held, appear at each such meeting or otherwise cause all such Subject the Covered Securities to be counted as present thereat for purposes the purpose of determining establishing a quorum; , and respond as promptly as practicable to each request by the Company for written consent, if any, and (b) be present (in person or by proxy) and vote (or consent) or cause to be voted), or deliver voted at such meeting (or validly execute and return and cause such consent to be delivered) a written consent granted with respect to), all of such Subject Covered Securities, and unless otherwise directed in writing by Parent: (i) in favor of (xA) the Merger, the execution and delivery by the Company approval of the Merger Agreement Mergers and the other Transactions 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 following actions (other than Parent pursuant to, or in furtherance of, the Mergers and Merger Subthe Transactions): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving any Acquired Company, (B) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of any Acquired Company, (C) any reorganization, recapitalization, dissolution or liquidation of any Acquired Company, (D) any change in the Company Board of Directors, (E) any amendment to acquire the Company Charter or Company Bylaws, (F) any material change in the capitalization of 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 corporate structure (except in connection with the Transactions) and (G) any other action, proposal, agreement or transaction or proposed transaction (including any possible transaction related to an Acquisition Proposal) which is intended, or would reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Mergers or any of the other Transactions, in each case of (A) through (G), other than as expressly contemplated by the Merger Agreement or Contemplated Transactionsthe Company Disclosure Schedule (the items in clauses (i) and (ii) being referred to collectively as the “Covered Proposals”). During . (c) In the Support Periodevent of a Company Board Recommendation Change made in compliance with the Merger Agreement, solely in connection with a vote (or consent) that is subject to Section 2.1(b): (i) (A) the aggregate number of shares of Company Common Stock that shall be considered “Covered Securities” for purposes of Section 2.1(b) shall be modified without any further notice or any action by the Company or Stockholder to be [●] and (B) the aggregate number of shares of Company Preferred Stock that shall be considered “Covered Securities” for purposes of Section 2.1(b) shall be modified without any further notice or any action by the Company or Stockholder to be [●] (such shares of Company Common Stock and Company Preferred Stock, collectively, the “Lock-Up Subject Shares”), such that Stockholder shall not enter into any agreement or understanding with any Person only be obligated to vote (or give instructions consent) the Lock-Up Subject Shares in a the manner inconsistent with clauses set forth in Section 2.1(b); and (aii) Stockholder, in its sole discretion, shall be free to vote (or consent) or cause to be voted (bor consent), in person or by proxy, all of the remaining Covered Securities in excess of the Lock-Up Subject Shares in any manner Stockholder may choose. (d) Notwithstanding the foregoing, this Section 2.1 shall not (x) apply to any proposal submitted to any of the Company’s stockholders 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 the Employee Plans or other Contracts of any Acquired Company 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 or (y) restrict Stockholder from voting in favor of, against or abstaining with respect to any other matter that are at any time or from time to time presented for consideration to the Company’s stockholders except as expressly set forth in this Section 4.12.1.

Voting Covenant. During the Support Period, Stockholder Shareholder hereby irrevocably and unconditionally agrees that, prior to the Proxy Expiration Date, at any annual or special meeting of the stockholders shareholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written action proposed to be taken by written consent of the stockholders shareholders 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, Shareholder shall cause the Subject Securities to be voted: (ia) 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) in favor of 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 actions contemplated by the Merger Agreement and in any material respect the Merger, the Offer or any of the other Contemplated Transactions or this Agreement, including any Acquisition Proposal favor 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 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 any Acquisition Proposal or to engage in any other similar extraordinary corporate transaction the following actions (other than the Merger and Contemplated Transactions)the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, and such as a merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (yB) 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; (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 of to the Company’s Constituent Documents articles of incorporation or bylaws; (except F) any material change in connection with the capitalization of the Company or the Company’s corporate structure; and (G) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or Contemplated Transactions)any of the other transactions contemplated by the Merger Agreement or this Agreement. During Prior to the Support PeriodProxy Expiration Date, Stockholder Shareholder shall not enter into any agreement or understanding with any Person to vote or give instructions in a any manner inconsistent with clauses clause “(a) or )”, clause “(b) )” or clause “(c)” of this Section 4.1the preceding sentence.

Voting Covenant. During Stockholder hereby agrees that, during the Support Period, Stockholder hereby irrevocably and unconditionally agrees that, at any annual or special meeting of the stockholders of the Company, Company (however called), including any and at every adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, unless otherwise directed in writing by Xxxxx, Stockholder shall (or shall cause) in each case to the fullest extent that such Stockholder’s Subject Securities are entitled to be voted therein: (ai) appear (in person or by proxy) at each such meeting or otherwise cause all such of the Subject Securities that Stockholder is entitled to vote to be counted as present thereat for purposes of determining calculating a quorum; quorum and (bii) be present (in person or by proxy) and vote (or cause the Subject Securities with respect to which Stockholder has voting rights to be voted), or and shall duly execute and deliver (or cause any written consent of stockholders of the Company with respect to the Subject Securities with respect to which Stockholder has voting rights to be delivered) a written consent with respect tovoted, all of such Subject Securities, and unless otherwise directed in writing by Parentas follows: (ia) in favor of of: (x) the Merger, the execution and delivery by the Company adoption of the Merger Agreement and the adoption and approval of the Merger and any other matter reasonably necessary to the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon at any meeting of the terms thereof, holders of Common Stock related thereto; (y) any proposal to adjourn or postpone any meeting of the holders of Common Stock at which the matters described in the preceding clause (x) are submitted for the consideration and vote of the holders to a later date if there are not sufficient votes for approval of such matters on the date on which such meeting is held; and (yz) each of the other Contemplated Transactionsactions contemplated by the Merger Agreement; (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 (iic) 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 each 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 following actions (other than the Merger and Contemplated the other Transactions)): (i) any extraordinary corporate transaction, and such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, other business combination, division, conversion, transfer, domestication, reorganization, recapitalization or similar transaction involving the Company or any of its Subsidiaries; (yii) any sale, lease, sublease, license, sublicense, transfer or disposition of a material portion of the rights or other assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries; (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, which amendment may have the effect of (A) frustrating the purpose of, or breaching or nullifying any provision of, the Merger Agreement, (B) impeding, interfering with, preventing, delaying or adversely affecting the Merger or (C) changing the voting rights of any shares of capital stock of the Company; (vi) any material change in the capitalization of the Company or the Company’s Constituent Documents corporate structure; and (except in connection with 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 Contemplated any of the other 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. During the Support Period, Stockholder hereby irrevocably and unconditionally agrees that, prior to the Proxy Termination Date, 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 written 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 ParentPurchaser, Stockholder shall cause the Subject Shares to be voted: (ia) in favor of (x) the Offer and Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Offer and Merger Agreement and the terms thereof, and (y) in favor of each of the other Contemplated Transactionsactions contemplated by the Offer and 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 or covenant of the Company in the Merger Agreement; and (c) against the following actions (other than the Offer and Merger and the transactions contemplated by the Offer and Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) against 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; (xiii) any reorganization, recapitalization, dissolution or liquidation of the Company or any subsidiary of the Company; (iv) any change in a majority of the board of directors of the Company or any subsidiary of the Company; (v) any amendment to the Company’s or any subsidiary of the Company’s certificate of incorporation or bylaws; (vi) any material change in the capitalization of the Company or any subsidiary of the Company or the Company’s or any subsidiary of the Company’s corporate structure; and (vii) any other action or agreement which is intended intended, or would could reasonably be expected expected, to impede, interfere with, delay, postpone, interfere with, nullify, prevent discourage or adversely affect in any material respect the Merger, the Offer or Merger or any of the other Contemplated Transactions transactions contemplated by the Offer or Merger Agreement or this Voting Agreement, including any Acquisition Proposal of any Person (other than Parent and Merger Sub) . Prior 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 PeriodProxy Termination Date, Stockholder shall not enter into any agreement or understanding with any Person person to vote or give instructions in a any manner inconsistent with clauses clause “(a) or )”, clause “(b) )” or clause “(c)” of this Section 4.1the preceding sentence.