Common use of Voting Covenant Clause in Contracts

Voting Covenant. Stockholder agrees that, prior to the Proxy Expiration Date, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause the Subject Shares to be voted: (a) in favor of the adoption of the Merger Agreement and the approval of the Merger, in favor of each of the other actions contemplated by the Merger Agreement and in favor of any action in furtherance of any of the foregoing; (b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against the following actions (other than the adoption of the Merger Agreement and the approval of the Merger): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of the Company or any subsidiary of the Company; (iii) any reorganization, recapitalization, dissolution or liquidation of the Company or any subsidiary of the Company; (iv) any amendment to the Company’s certificate of incorporation or bylaws; and (v) any material change in the capitalization of the Company or the Company’s corporate structure. Prior to the Proxy Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote in any manner inconsistent with clause “(a)”, clause “(b)” or clause “(c)” of the preceding sentence.

Voting Covenant. Stockholder Subject to the Waivers being fully and validly effective and enforceable under applicable law and otherwise, Shareholder hereby agrees that, prior to during the Proxy Expiration DateEffective Period, at any meeting of the stockholders shareholders of the Company, however called, and in any written action by written consent of stockholders shareholders of the Company, unless otherwise directed in writing by ParentAcquisition Sub, Stockholder Shareholder shall cause the Subject Shares Securities to be voted: (a) in favor of (i) the adoption election of the Merger Agreement and Parent Designees to the approval Company Board in accordance with the terms of the Merger, in favor of each of Master Agreement; and (ii) the other actions contemplated by the Merger Agreement and in favor of any action in furtherance of any of the foregoing; (b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger AgreementVoting Proposals; and (cb) against the following actions (other than the adoption of transactions contemplated by the Merger Agreement and Master Agreement, including the approval of the MergerVoting Proposals): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of the Company or any subsidiary of the CompanyAcquisition Proposal; (iii) any reorganization, recapitalization, dissolution or liquidation of the Company or any subsidiary of the Company; (iv) any change in the board of directors of the Company; (v) any amendment to the Company’s certificate articles of incorporation incorporation, bylaws or bylawsother similar charter document; and (vvi) any material change in the capitalization of the Company or the Company’s corporate structure; and (vii) any other action which is intended, or would reasonably be expected, to impede, delay or postpone any of the transactions contemplated by the Master Agreement or cause the Minimum Condition or any of the other Offer Conditions to not be satisfied. Prior to During the Proxy Expiration DateEffective Period, Stockholder Shareholder shall not enter into any agreement or understanding legally binding commitment with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b)” or clause “(cb)” of the preceding sentence.

Voting Covenant. Each Stockholder hereby agrees that, prior to during the Proxy period from the date of this Agreement through the Expiration Date, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, each Stockholder shall cause the Subject Shares of such Stockholder to be voted: (a) in favor of the adoption of the Merger Agreement and the approval of the Merger, in favor of each of the other actions contemplated by the Merger Agreement and in favor of any action in furtherance of any of the foregoing; (b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (cb) against the following actions (other than the adoption Merger, the Contemplated Transactions or transactions consented to by Parent pursuant to Section 4.2 of the Merger Agreement and the approval of the MergerAgreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any subsidiary of the CompanyAcquisition Transaction; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of the Company or any subsidiary of the Company; (iii) any reorganization, recapitalization, dissolution or liquidation of the Company or any subsidiary of the Company that is not directly or indirectly wholly-owned by the Company; (iii) any change in a majority of the board of directors of the Company; (iv) any amendment to the Company’s certificate of incorporation or bylaws; and (v) any material change in the capitalization of the Company or the Company’s corporate structure; and (vi) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Contemplated Transactions. Prior to During the Proxy period from the date of this Agreement through the 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)” or clause “(cb)” of the preceding sentence.