Common use of Voting Covenant Clause in Contracts

Voting Covenant. Stockholder hereby agrees that, during the Support Period, at any meeting of the stockholders of the Company, however called, and in any action by written consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause the Subject Securities (to the extent the Subject Securities have voting rights) to be voted: (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof and (ii) each of the other Transactions; (b) against any action or agreement that would reasonably be expected to result in a breach of any representation, warranty, covenant or obligation of (i) the Company in the Merger Agreement or (ii) Stockholder under this Agreement; and (c) against the following actions (other than (x) the Merger and the other Transactions, or (y) an Excepted Superior Proposal): (i) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal; (ii) any amendment to the Company’s certificate of incorporation or bylaws; (iii) any change in the capitalization of the Company or the Company’s corporate structure; and (iv) any other action which would reasonably be expected to, or is intended to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Transactions, the Merger Agreement or this Agreement.

Voting Covenant. Stockholder hereby agrees that, during the Support Voting Period, at any meeting of the stockholders of the CompanyCompany (and at every adjournment or postponement thereof), however calledcalled (including the Company Stockholders Meeting), and in any written action by written consent of the stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause the Subject Covered Securities (to the extent the Subject Securities have voting rights) to be voted:voted (including via proxy): (a) in favor of (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof and (ii) each of the other Transactionsactions contemplated by the Merger Agreement and (iii) any action in furtherance of any of the foregoing; (b) against approval of any other Acquisition Proposal or other proposal made in opposition to or in competition with the Merger or the Merger Agreement and against any action or agreement that would reasonably be expected to result in a breach of any representation, warranty, covenant or obligation of (i) the Company in the Merger Agreement or (ii) Stockholder under this Agreement; and (c) against any of the following actions (other than (x) the Merger and the other Transactions, or (y) an Excepted Superior ProposalMerger): (i) any Acquisition Proposal and extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any action in furtherance of any Acquisition Proposalits Subsidiaries; (ii) any amendment to sale, lease, sublease, license, sublicense or transfer of a material portion of the Company’s certificate properties, rights or other assets of incorporation the Company or bylawsany of its Subsidiaries; (iii) any change in the capitalization reorganization, restructuring, recapitalization, dissolution or liquidation of the Company or the Company’s corporate structureany of its Subsidiaries; and (iv) any other action which is intended or would reasonably be expected to, or is intended to, to impede, interfere with, delay, postpone, discourage postpone or adversely affect the Merger or any (the matters set forth in clauses (a) through (c) of the other Transactionsthis Section 3.1, the Merger Agreement or this Agreement“Covered Proposals”).