Common use of Voting Matters Clause in Contracts

Voting Matters. (a) From and after the date of this Agreement and ending as of the first to occur of the Effective Time or the Termination Date, at any meeting of the holders of Company Common Stock, however called, or in any other circumstance upon which the vote, consent or other approval of holders of the Company Common Stock is sought, Stockholder shall vote (or cause to be voted) his issued and outstanding Shares: (i) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (ii) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (A) any Acquisition Proposal other than an Acquisition Proposal with Parent or any Affiliate thereof, and (B) to the extent that such (1) are intended to, or could reasonably be expected to, impede, interfere with, delay, postpone, or adversely affect the Offer, the Merger or the transactions contemplated by the Merger Agreement or this Agreement or (2) are intended to, or could reasonably be expected to, implement or lead to any Acquisition Proposal (other than an Acquisition Proposal with Parent or any Affiliate thereof): (x) any change in a majority of the persons who constitute the board of directors of the Company; (y) any change in the present capitalization of the Company or any amendment of the Company's certificate of incorporation or by-laws (other than as expressly contemplated by the Merger Agreement); or (z) any other material change in the Company's corporate structure or business. (b) From and after the date of this Agreement and ending as of the first to occur of the Effective Time or the Termination Date, Stockholder shall not enter into any agreement or understanding with any Person the effect of which would be inconsistent with or violate the provisions and agreements contained in this Section 2. (c) Nothing herein shall in any way restrict or limit Stockholder from taking any action in his capacity as a director or officer of the Company or otherwise fulfilling his fiduciary obligations as a director and officer of the Company.

Voting Matters. (a) From and after the date of this Agreement and ending as of the first to occur of the Effective Time or the Termination Date, at any meeting of the holders of Company Common Stock, however called, or in any other circumstance upon which the vote, consent or other approval of holders of the Company Common Stock is sought, Stockholder shall vote (or cause to be voted) his issued and outstanding Shares: (i) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other material obligation or agreement of the Company under the Merger Agreement or this Agreement; and (ii) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (A) any Acquisition Proposal other than an Acquisition Proposal with Parent or any Affiliate thereof, and (B) to the extent that such (1) are intended to, or could reasonably be expected to, impede, interfere with, delay, postpone, or materially adversely affect the Offer, the Merger or the transactions contemplated by the Merger Agreement or this Agreement or (2) are intended to, or could reasonably be expected to, implement or lead to any Acquisition Proposal (other than an Acquisition Proposal with Parent or any Affiliate thereof): (x) any change in a majority of the persons who constitute the board of directors of the Company; (y) any change in the present capitalization of the Company or any amendment of the Company's certificate of incorporation or by-laws (other than as expressly contemplated by the Merger Agreement); or (z) any other material change in the Company's corporate structure or business. (b) Stockholder hereby grants to, and appoints, Parent and any nominee thereof, its proxy and attorney-in-fact (with full power of substitution), from and after the date of this Agreement and ending as of the first to occur of the Effective Time or the Termination Date, to vote his Shares, or to grant a consent or approval in respect of his Shares. Stockholder intends such proxy to be irrevocable and coupled with an interest and will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by Stockholder with respect to his Shares. (c) From and after the date of this Agreement and ending as of the first to occur of the Effective Time or the Termination Date, Stockholder shall not enter into any agreement or understanding with any Person or entity the effect of which would be inconsistent with or violate the provisions and agreements contained in this Section 2. (cd) Nothing herein shall in any way restrict or limit Stockholder from taking any action in his capacity as a director or officer of the Company or otherwise fulfilling his fiduciary obligations as a director and officer of the Company.

Voting Matters. (a) From and after the date of this Agreement and ending as of the first to occur of the Effective Time or the Termination Date, at any meeting of the holders of Company Common Stock, however called, or in any other circumstance upon which the vote, consent or other approval of holders of the Company Common Stock is sought, Stockholder shall vote (or cause to be voted) his issued and outstanding Shares: (i) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other material obligation or agreement of the Company under the Merger Agreement or this Agreement; and (ii) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (A) any Acquisition Proposal other than an Acquisition Proposal with Parent or any Affiliate thereof, and (B) to the extent that such (1) are intended to, or could reasonably be expected to, impede, interfere with, delay, postpone, or materially adversely affect the Offer, the Merger or the transactions contemplated by the Merger Agreement or this Agreement or (2) are intended to, or could reasonably be expected to, implement or lead to any Acquisition Proposal (other than an Acquisition Proposal with Parent or any Affiliate thereof): (x) any change in a majority of the persons who constitute the board of directors of the Company; (y) any change in the present capitalization of the Company or any amendment of the Company's certificate of incorporation or by-laws (other than as expressly contemplated by the Merger Agreement); or (z) any other material change in the Company's corporate structure or business. (b) Stockholder hereby grants to, and appoints, Parent and any nominee thereof, its proxy and attorney-in-fact (with full power of substitution), from and after the date of this Agreement and ending as of the first to occur of the Effective Time or the Termination Date, to vote his Shares, or to grant a consent or approval in respect of his Shares. Stockholder intends such proxy to be irrevocable and coupled with an interest and will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by Stockholder with respect to his Shares. (c) From and after the date of this Agreement and ending as of the first to occur of the Effective Time or the Termination Date, Stockholder shall not enter into any agreement or understanding with any Person the effect of which would be inconsistent with or violate the provisions and agreements contained in this Section 2.or (cd) Nothing herein shall in any way restrict or limit Stockholder from taking any action in his capacity as a director or officer of the Company or otherwise fulfilling his fiduciary obligations as a director and officer of the Company.

Voting Matters. (a) From and after the date of this Agreement and ending as of the first to occur of the Effective Time or the Termination Date, at any meeting of the holders of Company Common Stock, however called, or in any other circumstance upon which the vote, consent or other approval of holders of the Company Common Stock is sought, Stockholder shall vote (or cause to be voted) his issued and outstanding Shares: (i) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (ii) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (A) any Acquisition Proposal other than an Acquisition Proposal with Parent or any Affiliate thereof, and (B) to the extent that such (1) are intended to, or could reasonably be expected to, impede, interfere with, delay, postpone, or adversely affect the Offer, the Merger or the transactions contemplated by the Merger Agreement or this Agreement or (2) are intended to, or could reasonably be expected to, implement or lead to any Acquisition Proposal (other than an Acquisition Proposal with Parent or any Affiliate thereof): (x) any change in a majority of the persons who constitute the board of directors of the Company; (y) any change in the present capitalization of the Company or any amendment of the Company's certificate of incorporation or by-laws (other than as expressly contemplated by the Merger Agreement); or (z) any other material change in the Company's corporate structure or business. (b) From and after the date of this Agreement and ending as of the first to occur of the Effective Time or the Termination Date, Stockholder shall not enter into any agreement or understanding with any Person the effect of which would be inconsistent with or violate the provisions and agreements contained in this Section 2. (c) Nothing herein shall in any way restrict or limit Stockholder from taking any action in his capacity as a director or officer of the Company or otherwise fulfilling his fiduciary obligations as a director and officer of the Company.any

Voting Matters. (a) From and after the date of this Agreement and ending as In addition to any vote or consent of the first Board or its stockholders required by law or the Certificate of Incorporation, so long as Buyer has the right to designate Investor Directors in accordance with the terms of Section 6.01, neither the Company nor the Board shall cause or permit to occur any of the Effective Time or following events without the Termination Date, at any meeting affirmative vote of all of the holders of Company Common Stock, however called, or in any other circumstance upon which the vote, consent or other approval of holders of the Company Common Stock is sought, Stockholder shall vote (or cause to be voted) his issued and outstanding SharesInvestor Directors: (i) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty capital expenditure by the Company or any other obligation or agreement Subsidiary of the Company under which is not contemplated in any current annual budget and which, individually or in the Merger Agreement or this Agreement; andaggregate, exceeds $200,000; (ii) against the following actions (other than the Merger and the transactions contemplated hiring or termination by the Merger Agreement):Company or any Subsidiary of the Company of any officer or senior executive reporting to the chief executive officer with an annual salary of $130,000 or more or the entering into of any new or amendment of any existing employment or severance agreement or any change of control agreement with any such officer or senior executive reporting directly to the chief executive officer; (iii) the direct or indirect redemption, purchase or making of any payments with respect to any stock appreciation rights, phantom stock plans or similar rights or plans; (A) the sale, lease, transfer or other conveyance, or permitting of any Acquisition Proposal other than an Acquisition Proposal with Parent Subsidiary to sell, lease, transfer or otherwise convey, any Affiliate thereofassets representing five percent (5%) or more of the consolidated assets of the Company or its Subsidiaries, and (B) to the extent that such (1) are intended toconsolidation or merger with, or could reasonably be expected to, impede, interfere permitting any Subsidiary to consolidate or merge with, delayany Person, postpone(C) the recapitalization, reclassification or other change, or adversely affect the Offerpermitting any Subsidiary to recapitalize, the Merger reclassify or the transactions contemplated by the Merger Agreement or this Agreement or (2) are intended tootherwise change, or could reasonably be expected to, implement or lead to any Acquisition Proposal (other than an Acquisition Proposal with Parent or any Affiliate thereof): (x) any change in a majority of the persons who constitute the board of directors of the Company; (y) any change in the present capitalization capital stock of the Company or any amendment Subsidiary, including the splitting, combination or subdivision of any shares of capital stock, or (D) except as would not violate the duties of the Company's certificate directors or as otherwise required by law, the taking or instituting of incorporation any proceedings relating to bankruptcy, or bythe dissolution, liquidation or winding-laws (other than up of the Company or permitting any Subsidiary to take or institute any proceedings relating to bankruptcy, or dissolving, liquidating or winding-up such Subsidiary. `except as expressly contemplated by this Agreement, the Merger Agreement); authorization, issuance or (z) entering into of any other material change in agreement providing for the Company's corporate structure issuance, or business. (b) From and after the date permitting of this Agreement and ending as of the first any Subsidiary to occur of the Effective Time authorize, issue or the Termination Date, Stockholder shall not enter into any agreement providing for the issuance, purchase, acquisition, or understanding redemption (contingent or otherwise) of (A) any notes or debt securities containing equity features (including, without limitation, any note or debt securities convertible into or exchangeable for capital stock or other equity securities, issued in connection with the issuance of capital stock or other equity securities, or containing profit participation features) or (B) any Person capital stock or other equity securities, or any securities convertible into or exchangeable for any capital stock or other equity securities, other than issuances pursuant to the effect Company Option Plan; (v) the acquisition, or permitting of any Subsidiary to acquire, in one transaction or a series of related transactions, and by means of merger, consolidation, or otherwise, any capital stock, other equity interest or assets of, or any direct or indirect ownership of, any Person; (vi) the entering into, or permitting of any Subsidiary to enter into, any agreement, contract, lease or commitment on the part of the Company or such Subsidiary the fair market value of which exceeds $200,000; (vii) except as expressly contemplated by this Agreement, the amendment of the Certificate of Incorporation, or the Company's Bylaws or the filing of any resolution of the board of directors with the Secretary of State of the State of Delaware containing any provisions which would adversely affect or otherwise impair the rights of the holders of the Common Stock or would be inconsistent with or violate the provisions of this Agreement or the rights of Buyer hereunder; (viii) the entering into, or permitting any Subsidiary to enter into, any agreement to do or effect any of the foregoing or the creation of any subsidiary in which the Company has an economic interest; (ix) directly or indirectly incur any indebtedness or liability for borrowed money or guarantee such indebtedness or enter into any agreement to become contingently liable, by guaranty or otherwise, for the obligations or indebtedness of any Person or make or commit to make any loans, advances or capital contributions to, or investments in, any Person or to any other Person, or refinance or restructure any existing loan; provided, however; that this clause (x) shall exclude (i) the incurrence of trade indebtedness or contingent liabilities in the ordinary course of business; (ii) the making of guarantees in the ordinary course of business for a bona fide business purpose; (iii) the making of advances in the ordinary course of the business for a bona fide business purpose; and agreements contained (iv) the making of bank deposits and other investments in this Section 2marketable securities and cash equivalents made in the ordinary course of business and consistent with past practice. (cx) Nothing herein shall the placing, permitting, allowing or offering to exist of any Lien on any of its assets or properties other than Permitted Liens and Liens entered into in the ordinary course; (xi) the Company's entering into any way restrict lines of business which is not its Existing Line of Business or limit Stockholder from taking contemplated by the MPL License or any action joint ventures, partnerships or similar arrangements; (xii) the Company's exiting its Existing Line of Business; (xiii) the adoption, implementation or acceptance (including the failure to opt out) of any Anti-Takeover Provision not in his capacity effect as a director or officer of the Company date hereof or otherwise fulfilling his fiduciary obligations as a director and officer the provisions of Section 203 et seq. of the CompanyDGCL or any other state anti-takeover statute that would be applicable to, and, in the reasonable determination of Buyer, adversely affect, Buyer and its Affiliates, or any transferees of Buyer's Purchase Shares or Technology Shares; or (xiv) the entering into, or permitting of any Subsidiary to enter into, any agreement to do or effect any of the foregoing.

Voting Matters. (a) From and after EFC hereby agrees that in connection with the date solicitation of this Agreement and ending as any written consent of any holders of shares of capital stock of the first to occur Company or at any special meeting of stockholders of the Effective Time Company (the "Special Meeting") called to consider and vote upon the Merger Agreement, any adjournment thereof or the Termination Date, at any other meeting of the holders of Company Common Stockshares of capital stock of the Company, however called, or in any other circumstance upon which the EFC shall vote, consent or other approval of holders of the Company Common Stock is sought, Stockholder shall vote (or and cause to be voted) his issued , all shares of Common Stock and outstanding Shares: Preferred Stock (i) against any action or agreement that would result in a breach in any material respect favor of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement and the transactions contemplated thereby (the "Merger"), and any actions required in furtherance thereof or this Agreement; and (ii) against the following actions (any other than the Merger and the transactions contemplated by the Merger Agreement): (A) any Acquisition Proposal other than an Acquisition Proposal with Parent or any Affiliate thereof, and (B) to the extent that such (1) are intended toaction which is intended, or could reasonably be expected toexpected, to impede, interfere with, delay, postpone, or materially adversely affect the Offer, Merger Agreement and/or the Merger contemplated thereby. In furtherance thereof, EFC hereby irrevocably appoints Domain Sub, its officers, agents and nominees, with full power of substitution, as proxy, being an appointment coupled with an interest, to vote the Common Stock and the Preferred Stock for and in the name, place and stead of EFC at the Special Meeting or at any adjournment thereof or any other meeting of the transactions contemplated by holders of shares of capital stock of the Company, however called, or pursuant to any consent in lieu of a meeting, or otherwise, in favor of the Merger Agreement or and the Merger. This proxy shall be irrevocable, it being coupled with an interest sufficient in law to support an irrevocable proxy. Except as expressly provided in this Agreement or (2) are intended toAgreement, or could reasonably the Common Stock and the Preferred Stock shall be expected to, implement or lead to any Acquisition Proposal (other than an Acquisition Proposal with Parent or any Affiliate thereof): (x) any change in a majority of the persons who constitute the board of directors of the Company; (y) any change voted by and in the present capitalization of the Company or any amendment of the Company's certificate of incorporation or by-laws (other than as expressly contemplated manner determined by the Merger Agreement); or (z) any other material change EFC in the Company's corporate structure or business. (b) From its sole and after the date of this Agreement and ending as of the first to occur of the Effective Time or the Termination Date, Stockholder absolute discretion. EFC shall not enter into any agreement or understanding with any Person person the effect of which would be inconsistent with or violate violative of the provisions and agreements contained in this Section 24.7. (b) The proxy granted pursuant to Section 4.7 above shall expire upon the earliest to occur of (i) the Closing and (ii) the termination of the Merger Agreement. (c) Nothing herein shall EFC hereby revokes any and all previous proxies given by it with respect to the Common Stock. (d) EFC hereby agrees to permit Domain (i) to publish and disclose in any way restrict or limit Stockholder from taking any action in his capacity as a director or officer the Information Memorandum/Consent Solicitation to be furnished to holders of shares of capital stock of the Company or otherwise fulfilling his fiduciary obligations as a director (ii) with the consent of EFC, which such consent shall not be unreasonably withheld, to disclose in any press release or other public announcement related to the Merger, the identity of, and officer ownership of Common Stock and Preferred Stock by, EFC and the nature of the Companycommitments, arrangements and understandings of EFC under this Agreement, unless such disclosure is (A) necessary to comply with applicable laws or New York Stock Exchange requirements, in which case Domain shall provide the text of such disclosure to EFC before the disclosure and permit EFC to comment on such disclosure or (B) proposed to be made in response to comments by the Commission regarding any filing by Domain with the Commission.

Voting Matters. (a) From and after the date of this Agreement and ending as of the first to occur of the Effective Time or the Termination Date, at any meeting of the holders of Company Common Stock, however called, at every adjournment or postponement thereof, or in any other circumstance upon which the vote, consent or other approval of holders of the Company Common Stock is sought, Stockholder shall vote (or cause to be voted) his issued and outstanding Shares: (i) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and; (ii) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (A) any Company Acquisition Proposal other than an a Company Acquisition Proposal with Parent or any Affiliate thereof, and (B) to the extent that such (1) are intended to, or could reasonably be expected to, in any manner impede, frustrate, prevent, nullify, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or the transactions contemplated by the Merger Agreement or this Agreement or (2) are intended to, or could reasonably be expected to, implement or lead to any Company Acquisition Proposal (other than an a Company Acquisition Proposal with Parent or any Affiliate thereof): (x) any change in a majority of the persons who constitute the board of directors of the Company; (y) any change in the present capitalization of the Company or any amendment of the Company's ’s certificate of incorporation or by-laws (other than as expressly contemplated by the Merger Agreement); or (z) any other material change in the Company's Company corporate structure or business; and (iii) to the extent that the Shares are not purchased in the Offer, in favor of the following actions: (A) the adoption of the Merger Agreement and the transactions contemplated thereby, and (B) any other matter necessary for consummation of the transactions contemplated by the Merger Agreement. (b) In the event that any meeting of the holders of Common Stock is held, Stockholder shall (or shall cause the holder of record on any applicable record date to) appear at such meeting or otherwise cause his issued and outstanding Shares to be counted as present thereat for purposes of establishing a quorum. (c) Stockholder agrees not to exercise any dissenter’s rights that may arise, if at all, with respect to the Merger. (d) From and after the date of this Agreement and ending as of the first to occur of the Effective Time or the Termination Date, Stockholder shall not enter into any agreement or understanding with with, or give instructions in any manner to, any Person the effect of which would be inconsistent with or violate the provisions and agreements contained in this Section 2. (ce) Nothing herein shall in any way restrict or limit Stockholder from taking any action in his capacity as a director or officer of the Company or otherwise fulfilling his fiduciary obligations as a director and officer of the Company, including, solely in his capacity as a director or officer of the Company, effecting a Recommendation Withdrawal or acting to effect a transaction involving a Superior Proposal in accordance with the Merger Agreement.