Common use of Voting for the Matters to be Considered Clause in Contracts

Voting for the Matters to be Considered. The Shareholder --------------------------------------- hereby agrees that, until the Required Approval (as defined in the Purchase Agreement) is obtained or the Company's shareholders vote to reject the matters contemplated to be voted on pursuant to Section 7.6 of the Purchase Agreement (the "Matters to be Considered"), whichever shall occur first (the "Termination Date"), at any meeting of the shareholders, however called, it shall: (a) vote all Securities which are entitled by the GBCC, the Articles of Incorporation or the By-laws to be voted ("Voting Securities") and which are beneficially owned (as defined in the Securities Exchange Act of 1934) by it, in favor of the Matters to be Considered; (b) vote all Voting Securities beneficially owned by it against any action or agreement that, to its knowledge, would result in a breach of any covenant, obligation or agreement or any representation or warranty of the Company or Quilvest under or pursuant to the Purchase Agreement; (c) vote all Voting Securities beneficially owned by it against any action or agreement that would impede, interfere with, delay, postpone or attempt to discourage obtaining the Required Approval, including (i) any corporate transaction not entered into in the ordinary course of business, including a merger, other business combination, reorganization, consolidation, recapitalization, dissolution or liquidation involving the Company, (ii) a sale or transfer of a material amount of assets of Company, (iii) any change in the board of directors of Company, except in accordance with the Purchase Agreement, (iv) any change in the capitalization of the Company (except in accordance with the Purchase Agreement), (v) any change in the Articles of Incorporation, By- laws or other organizational or constitutive documents of the Company, except in accordance with the Purchase Agreement, or (vi) any other material change in the corporate structure or business of the Company; the Shareholder acknowledges receipt and review of a copy of the Purchase Agreement; and (d) vote all Voting Securities beneficially owned by it for those nominees to serve as directors of the Company as set forth in Section 6 of Shareholders Agreement, and otherwise comply with the provision of Section 6 of the Shareholders Agreeement; the Shareholder acknowledges receipt and review of a copy of the Shareholders Agreement.

Voting for the Matters to be Considered. The Shareholder --------------------------------------- hereby agrees that, until the Required Approval (as defined in the Purchase Agreement) is obtained or the Company's shareholders vote to reject the matters contemplated to be voted on pursuant to Section 7.6 of the Purchase Agreement (the "Matters to be Considered"), whichever shall occur first (the "Termination Date"), at any meeting of the shareholders, however called, it shall: (a) vote all Securities which are entitled by the GBCC, the Articles of Incorporation or the By-laws to be voted ("Voting Securities") and which are beneficially owned (as defined in the Securities Exchange Act of 1934) by it, in favor of the Matters to be Considered; (b) vote all Voting Securities beneficially owned by it against any action or agreement that, to its knowledge, would result in a breach of any covenant, obligation or agreement or any representation or warranty of the Company or Quilvest under or pursuant to the Purchase Agreement; (c) vote all Voting Securities beneficially owned by it against any action or agreement that would impede, interfere with, delay, postpone or attempt to discourage obtaining the Required Approval, including (i) any corporate transaction not entered into in the ordinary course of business, including a merger, other business combination, reorganization, consolidation, recapitalization, dissolution or liquidation involving the Company, (ii) a sale or transfer of a material amount of assets of Company, (iii) any change in the board of directors of Company, except in accordance with the Purchase Agreement, (iv) any change in the capitalization of the Company (except in accordance with the Purchase Agreement), (v) any change in the Articles of Incorporation, By- laws or other organizational or constitutive documents of the Company, except in accordance with the Purchase Agreement, or (vi) any other material change in the corporate structure or business of the Company; the Shareholder acknowledges receipt and review of a copy of the Purchase Agreement; and (d) vote all Voting Securities beneficially owned by it for those nominees to serve as directors of the Company as set forth in Section 6 of Shareholders Agreement, and otherwise comply with the provision of Section 6 of the Shareholders AgreeementAgreement; the Shareholder acknowledges receipt and review of a copy of the Shareholders Agreement.

Voting for the Matters to be Considered. The Shareholder --------------------------------------- Stockholder hereby agrees that, until the Required Approval earliest to occur of (i) the termination of the Purchase Agreement in accordance with its terms; (ii) approval of the issuance of the Series D Preferred Stock, par value $0.10 per share, by the requisite stockholders of the Company under the Delaware General Corporation Law ("DGCL") at the Special Meeting (as defined in the Purchase Agreement) is obtained or ("REQUIRED APPROVAL"); (iii) the Company's shareholders requisite stockholders of the Company vote to reject the matters contemplated to be voted on pursuant to Section 7.6 6.05 of the Purchase Agreement under the DGCL (the "Matters to be ConsideredMATTERS TO BE CONSIDERED"), whichever shall occur first (the "Termination Date"), ) at any meeting of the shareholdersstockholders; or (iv) December 31, however called2003 (the earliest to occur of (i), it (ii), (iii) or (iv), the "TERMINATION DATE"), Stockholder shall: (a) vote all Securities which are entitled by to be voted under the GBCCDGCL, the Articles Certificate of Incorporation or the By-laws to be voted ("Voting Securities") at a meeting of stockholders of the Company and which are beneficially owned (as defined in determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, "beneficially owned") by itit ("VOTING SECURITIES"), in favor of the Matters to be Considered; (b) vote all Voting Securities beneficially owned by it against any action or agreement that, to its knowledge, would result in a breach of any covenant, obligation or agreement or any representation or warranty of the Company or Quilvest under or pursuant to in the Purchase Agreement;; and (c) vote all Voting Securities beneficially owned by it against any action or agreement that would reasonably be expected to impede, interfere with, delay, delay or postpone or attempt to discourage obtaining the Required Approval, including (i) any corporate transaction not entered into in the ordinary course of business, including a merger, other business combination, reorganization, consolidation, recapitalization, dissolution or liquidation involving the Company, (ii) a sale or transfer of a material amount of assets of the Company, (iii) any change in the board of directors of the Company, except in accordance with the Purchase Agreement, (iv) any change in the capitalization of the Company (except in accordance with as may be permitted under the Purchase Agreement), (v) any change in the Articles Certificate of Incorporation, By- laws Incorporation or other organizational or constitutive documents of the CompanyBy-laws, except in accordance with the Purchase Agreement, or (vi) any other material change Alternative Transaction (as defined in the corporate structure or business of the Company; the Shareholder Purchase Agreement). Stockholder hereby acknowledges receipt and review of a copy of the Purchase Agreement; and (d) vote all Voting Securities beneficially owned by it for those nominees to serve as directors of the Company as set forth in Section 6 of Shareholders Agreement, and otherwise comply with the provision of Section 6 of the Shareholders Agreeement; the Shareholder acknowledges receipt and review of a copy of the Shareholders Agreement.