Common use of Voting of Common Stock Clause in Contracts

Voting of Common Stock. Stockholder hereby irrevocably agrees that, during the time this Agreement is in effect, at any meeting of the stockholders of the Company, however called, or at any adjournment or postponement thereof, or in any other circumstance in which the vote, consent (written or otherwise) or approval of stockholders of the Company is sought, Stockholder shall appear in person or by proxy (including for purposes of establishing a quorum) and (a) vote or cause to be voted Stockholder’s Shares to adopt, approve and vote in favor of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and any other actions or agreements required in furtherance thereof; (b) vote or cause to be voted Stockholder’s Shares against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) vote or cause to be voted Stockholder’s Shares against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation, tender or exchange offer or other business combination involving the Company or any of its subsidiaries; (ii) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by Purchaser; (iv) any change in the present capitalization or dividend policy of the Company; (v) any amendment of the Company’s certificate of incorporation or by-laws; or (vi) any other material change in the Company’s corporate structure or business. Stockholder further agrees that Stockholder shall not commit or agree to or enter into any contract, agreement, arrangement or understanding with any Person, the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 2. Stockholder acknowledges that the agreement set forth in this Section 2 applies even if the Company breaches any of its representations, warranties, covenants or agreements set forth in the Merger Agreement.

Voting of Common Stock. Stockholder hereby irrevocably agrees The Company and the Parent agree that, during the time period from the date hereof until the Effective Time or the termination of this Agreement is in effectaccordance with its terms (the "Restricted Period"), (i) the Company and the Parent will not, and will cause each of their respective Subsidiaries not to, sell, transfer, or pledge any Securities of the other party or any interest therein directly or indirectly therein beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) (such ownership, "Beneficially Owned") by it or any of its Subsidiaries to any person, other than a wholly owned Subsidiary of the Company (with respect to sales of Parent Securities by the Company) or the Parent (with respect to sales of Company Securities by Parent), and (ii) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders holders of the Companyother party's Securities, however called, or at any adjournment or postponement thereofincluding without limitation Parent's 1997 Annual Meeting, or in connection with any written consent of the holders of the other circumstance in which party's Securities (collectively, a "Meeting"), the vote, consent Company (written or otherwisewith respect to any Parent Meeting) or approval of stockholders Parent (with respect to any Company Meeting) will appear at the meeting or otherwise cause the Securities of the other party Beneficially Owned by the Company is soughtor Parent, Stockholder shall appear in person or by proxy (including as the case may be, to be counted as present thereat for purposes of establishing a quorum) quorum and vote or consent (a) vote or cause to be voted Stockholder’s Shares to adopt, approve and vote or consented) the Securities (A) in favor of the Merger adoption of this Agreement, the Merger Proposed Parent Charter Amendments (with respect to any Parent Meeting) and the approval of other transactions actions contemplated by the Merger this Agreement and any other actions or agreements required in furtherance thereof; hereof, (bB) vote or cause to be voted Stockholder’s Shares against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Parent or the Company under the Merger this Agreement; , and (cC) vote except as otherwise agreed to in writing in advance by the other party (in its sole discretion) or cause to be voted Stockholder’s Shares expressly contemplated herein, against any action or agreement the following actions (other than the Merger Agreement or and the transactions contemplated therebyby this Agreement): (1) that would except as provided in Section 1.04, any change in the composition of the board of directors of the issuer of such Securities not approved by (x) a majority of the Company Board, in the case of changes in the Company Board, or (y) the Unaffiliated Directors, in the case of changes in the Parent Board, (2) except with respect to any changes contemplated by this Agreement, any material change in the present capitalization of the other party, including without limitation any proposal to sell a substantial equity interest of the other party or any of their respective Subsidiaries; (3) except with respect to any amendment included in the Joint Proxy Statement or contemplated by this Agreement, any amendments of the other party's articles of incorporation or bylaws; (4) except with respect to any changes contemplated by this Agreement, any other change in the other party's corporate structure or business; or (5) any other action which, in the case of each of the matters referred to in clauses (1), (2), (3) or (4), is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or attempt materially adversely affect the Merger and the transactions contemplated by this Agreement. Without limiting the generality or effect of the foregoing, (x) during the period from the date hereof to discourage the MergerOffer Completion Date plus two calendar days (unless the second calendar day is not a business day, includingin which case the period will include the business day following the second calendar day) (the "Open Period"), but not limited to: (i) any extraordinary corporate transactionat the request of Parent, such as a merger, consolidation, tender or exchange offer or other business combination involving the Company will take all actions necessary, including without limitation voting of Securities of Parent in furtherance of, the adjournment or any of its subsidiaries; (ii) a sale, lease or transfer of a material amount of assets postponement of the Parent's 1997 Annual Meeting to such date within the Open Period as may be so requested by Parent and (y) the parties will in all events take all such actions as may be required to adjourn Parent's 1997 Annual Meeting to June 24, 1997. The Company or any of its subsidiaries or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by Purchaser; (iv) any change in the present capitalization or dividend policy of the Company; (v) any amendment of the Company’s certificate of incorporation or by-laws; or (vi) any other material change in the Company’s corporate structure or business. Stockholder further agrees that Stockholder shall and Parent may not commit or agree to or enter into any contract, agreement, arrangement agreement or understanding with any Person, person the effect of which would be inconsistent with or violative of the provisions and agreements any provision contained in this Section 26.13. Stockholder acknowledges that the agreement set forth in For purposes of this Section 2 applies even if 6.13, "Securities" mean (I) the shares of Parent Common Stock or the Company breaches Common Stock Beneficially Owned by the other party as of the relevant date, including, without duplicative counting of the same shares of Parent Common Stock or the Company Common Stock, shares of Parent Common Stock or the Company Common Stock Beneficially Owned by all other persons with whom Parent or the Company would constitute a "group" within the meaning of Section 13(d) of the Exchange Act, and (II) any shares of its representationsParent Common Stock, warrantiesCompany Common Stock or other securities of the Parent or the Company acquired by the other party in any capacity after the date hereof and prior to the Effective Time, covenants whether upon the exercise of options, warrants or agreements set forth rights, the conversion or exchange of convertible or exchangeable securities or by means of purchase, dividend, distribution, split-up, recapitalization, combination, exchange of shares or the like, transfer or as a successor in the Merger Agreementinterest in any capacity or otherwise.

Voting of Common Stock. Stockholder hereby irrevocably agrees The Company and the Parent agree that, during the time period from the date hereof until the Effective Time or the termination of this Agreement is in effectaccordance with its terms (the "Restricted Period"), (i) the Company and the Parent will not, and will cause each of their respective Subsidiaries not to, sell, transfer, or pledge any Securities of the other party or any interest therein directly or indirectly therein beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) (such ownership, "Beneficially Owned") by it or any of its Subsidiaries to any person, other than a wholly owned Subsidiary of the Company (with respect to sales of Parent Securities by the Company) or the Parent (with respect to sales of Company Securities by Parent), and (ii) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders holders of the Companyother party's Securities, however called, or at any adjournment or postponement thereofincluding without limitation Parent's 1997 Annual Meeting, or in connection with any written consent of the holders of the other circumstance in which party's Securities (collectively, a "Meeting"), the vote, consent Company (written or otherwisewith respect to any Parent Meeting) or approval of stockholders Parent (with respect to any Company Meeting) will appear at the meeting or otherwise cause the Securities of the other party Beneficially Owned by the Company is soughtor Parent, Stockholder shall appear in person or by proxy (including as the case may be, to be counted as present thereat for purposes of establishing a quorum) quorum and vote or consent (a) vote or cause to be voted Stockholder’s Shares to adopt, approve and vote or consented) the Securities (A) in favor of the Merger adoption of this Agreement, the Merger Proposed Parent Charter Amendments (with respect to any Parent Meeting) and the approval of other transactions actions contemplated by the Merger this Agreement and any other actions or agreements required in furtherance thereof; hereof, (bB) vote or cause to be voted Stockholder’s Shares against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Parent or the Company under the Merger this Agreement; , and (cC) vote except as otherwise agreed to in writing in advance by the other party (in its sole discretion) or cause to be voted Stockholder’s Shares expressly contemplated herein, against any action or agreement the following actions (other than the Merger Agreement or and the transactions contemplated therebyby this Agreement): (1) that would except as provided in Section 1.04, any change in the composition of the board of directors of the issuer of such Securities not approved by (x) a majority of the Company Board, in the case of changes in the Company Board, or (y) the Unaffiliated Directors, in the case of changes in the Parent Board, (2) except with respect to any changes contemplated by this Agreement, any material change in the present capitalization of the other party, including without limitation any proposal to sell a substantial equity interest of the other party or any of their respective Subsidiaries; (3) except with respect to any amendment included in the Joint Proxy Statement or contemplated by this Agreement, any amendments of the other party's articles of incorporation or bylaws; (4) except with respect to any changes contemplated by this Agreement, any other change in the other party's corporate structure or business; or (5) any other action which, in the case of each of the matters referred to in clauses (1), (2), (3) or (4), is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or attempt materially adversely affect 42 the Merger and the transactions contemplated by this Agreement. Without limiting the generality or effect of the foregoing, (x) during the period from the date hereof to discourage the MergerOffer Completion Date plus two calendar days (unless the second calendar day is not a business day, includingin which case the period will include the business day following the second calendar day) (the "Open Period"), but not limited to: (i) any extraordinary corporate transactionat the request of Parent, such as a merger, consolidation, tender or exchange offer or other business combination involving the Company will take all actions necessary, including without limitation voting of Securities of Parent in furtherance of, the adjournment or any of its subsidiaries; (ii) a sale, lease or transfer of a material amount of assets postponement of the Parent's 1997 Annual Meeting to such date within the Open Period as may be so requested by Parent and (y) the parties will in all events take all such actions as may be required to adjourn Parent's 1997 Annual Meeting to June 24, 1997. The Company or any of its subsidiaries or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by Purchaser; (iv) any change in the present capitalization or dividend policy of the Company; (v) any amendment of the Company’s certificate of incorporation or by-laws; or (vi) any other material change in the Company’s corporate structure or business. Stockholder further agrees that Stockholder shall and Parent may not commit or agree to or enter into any contract, agreement, arrangement agreement or understanding with any Person, person the effect of which would be inconsistent with or violative of the provisions and agreements any provision contained in this Section 26.13. Stockholder acknowledges that the agreement set forth in For purposes of this Section 2 applies even if 6.13, "Securities" mean (I) the shares of Parent Common Stock or the Company breaches Common Stock Beneficially Owned by the other party as of the relevant date, including, without duplicative counting of the same shares of Parent Common Stock or the Company Common Stock, shares of Parent Common Stock or the Company Common Stock Beneficially Owned by all other persons with whom Parent or the Company would constitute a "group" within the meaning of Section 13(d) of the Exchange Act, and (II) any shares of its representationsParent Common Stock, warrantiesCompany Common Stock or other securities of the Parent or the Company acquired by the other party in any capacity after the date hereof and prior to the Effective Time, covenants whether upon the exercise of options, warrants or agreements set forth rights, the conversion or exchange of convertible or exchangeable securities or by means of purchase, dividend, distribution, split-up, recapitalization, combination, exchange of shares or the like, transfer or as a successor in the Merger Agreementinterest in any capacity or otherwise.