Voting of Company Common Stock. (a) From the date of this Agreement and until the date that Parent and its Subsidiaries (other than the Company and its Subsidiaries) cease to own any Retained Shares, Parent shall, and shall cause its Subsidiaries to (in each case, to the extent that they own any Retained Shares), be present, in person or by proxy, at each and every Company shareholder meeting, and otherwise to cause all Retained Shares owned by them to be counted as present for purposes of establishing a quorum at any such meeting, and to vote or consent on any matter (including waivers of contractual or statutory rights), or cause to be voted or consented on any such matter, all such Retained Shares in proportion to the votes cast by the other holders of Common Stock on such matter.
(b) From the date of this Agreement and until the date that Parent and its Subsidiaries (other than the Company and its Subsidiaries) cease to own any Retained Shares, Parent hereby grants, and shall cause its Subsidiaries (in each case, to the extent that they own any Retained Shares) to grant, an irrevocable proxy, which shall be deemed coupled with an interest sufficient in law to support an irrevocable proxy to the Company or its designees, to vote, with respect to any matter (including waivers of contractual or statutory rights), all Retained Shares owned by them, in proportion to the votes cast by the other holders of Common Stock on such matter; provided, that (i) such proxy shall automatically be revoked as to a particular Retained Share upon any sale, transfer or other disposition of such Retained Share from Parent or any of its Subsidiaries to a Person other than Parent or any of its Subsidiaries; and (B) nothing in this Section 3.1(b) shall limit or prohibit any such sale, transfer or disposition.
(c) Parent acknowledges and agrees that the Company will be irreparably damaged in the event any of the provisions of this Article III are not performed by Parent and its Subsidiaries in accordance with the specific terms of such section or are otherwise breached. Accordingly, it is agreed that the Company shall be entitled to an injunction to prevent breaches of this Article III and to specific enforcement of the provisions of this Article III in any action instituted in any court of the United States or any state having subject matter jurisdiction.
Voting of Company Common Stock. Stockholder, in his, her or its capacity as such, hereby agrees that, during the period commencing on the date thirty (30) days prior to the Effective Time (as defined in the Merger Agreement) and continuing until the first to occur of (a) the Effective Time (as defined in the Merger Agreement) or (b) termination of this Voting Agreement in accordance with its terms, Stockholder will not sell or transfer any Securities or any interest therein to any person unless each person to which any Securities, or any interest in any of such Securities, is or may be transferred shall have (x) executed a counterpart of this Voting Agreement (with such modifications as Phone may reasonably request) and (y) agreed in writing to hold such Securities (or interest in such Securities) subject to all of the terms and provisions of this Voting Agreement. Stockholder, in his, her or its capacity as such, hereby agrees that, during the period commencing on the date hereof and continuing until the first to occur of (a) the Effective Time (as defined in the Merger Agreement) or (b) termination of this Voting Agreement in accordance with its terms, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, however called, or in connection with any written consent of the holders of Company Common Stock, Stockholder will appear at the meeting or otherwise cause the Securities to be counted as present at the meeting for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Securities in favor of the adoption of the Merger Agreement and the approval of other actions contemplated by the Merger Agreement.
Voting of Company Common Stock. During the period commencing on the date hereof and continuing until this Agreement is terminated in accordance with Section 3.2 below (the “Support Period”), at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of capital stock of the Company, however called, or in connection with any written consent of the holders of capital stock of the Company, each Stockholder agrees that it will appear at the meeting or otherwise cause all outstanding shares of Company Common Stock, beneficially owned by such Stockholder as of the date of this Agreement, which shares are set forth opposite such Stockholder’s name on Schedule I to this Agreement, together with any other shares of Company Common Stock acquired by such Stockholder during the Support Period (such shares of Company Common Stock, collectively, the “Shares”), to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Shares (a) in favor of the adoption of the Merger Agreement and the approval of the Merger, the other Transactions and any actions reasonably required in furtherance thereof and (b) except as otherwise agreed to in writing in advance by Buyer in its sole discretion, against the following actions (other than the Merger and the other Transactions): (i) any Company Takeover Proposal; (ii) any amendment of the Company Charter or the Company Bylaws; (iii) any other action which is designed to or would impede, interfere with, delay, postpone or materially adversely affect the Merger and the transactions contemplated by this Agreement or the Merger Agreement; or (iv) any change in any form or manner of the voting rights of any class of capital stock of the Company. During the Support Period, each Stockholder agrees that it will not enter into any agreement or understanding with any person the effect of which would be inconsistent with or violative of any provision contained in this Section 1.1.
Voting of Company Common Stock. In the event that the Board of Directors of the Company has approved the Merger Agreement and the transactions contemplated thereby and has recommended (and has not made an Adverse Change in Recommendation) that the shareholders of the Company approve the Merger Agreement, the Shareholder hereby agrees that at any meeting (whether
Voting of Company Common Stock. The Stockholder hereby agrees that at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, however called, or in connection with any written consent of the holders of Company Common Stock, the Stockholder will appear at the meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum and the Stockholder shall vote or consent (or cause to be voted or consented) the Shares held of record or Beneficially Owned by the Stockholder in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the approval and adoption of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof.
Voting of Company Common Stock. The Company Stockholder hereby agrees that, during the Term, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, however called, or in connection with any written consent of the holders of Company Common Stock, the Company Stockholder will appear at the meeting or otherwise cause the shares of Company Common Stock now owned or hereafter acquired by the Company Stockholder (the "COMPANY SHARES") to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Company Shares (a) in favor of the adoption of the Merger Agreement and the approval of all other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof, (b) 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 the Company under the Merger Agreement, and (c) against any action involving the Company or its subsidiaries which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or materially adversely affect the transactions contemplated by the Merger Agreement.
Voting of Company Common Stock. Shareholder hereby irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing until the first to occur of the Effective Time or termination of this Agreement, (a) Shareholder will appear (in person or by proxy) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, however called, or otherwise cause the Existing Shares to be counted as present thereat for purposes of establishing a quorum, and (b) Shareholder will vote the Existing Shares (or will cause the Existing Shares to be voted) in favor of the Sale of Assets.
Voting of Company Common Stock. Stockholder hereby agrees that, during the period commencing on the date hereof and continuing until the first to occur of (a) the Effective Time or (b) termination of this Agreement in accordance with its terms, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, however called, or in connection with any written consent of the holders of Company Common Stock, Stockholder will appear at the meeting or otherwise cause the Securities to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Securities in favor of the adoption of the Merger Agreement and the approval of other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof.
Voting of Company Common Stock. Stockholder hereby agrees that, during the period commencing on the date hereof and continuing until the first to occur of (a) the Effective Time or (b) August 31, 1997; or (c) termination of this Agreement in accordance with its terms, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, however called, or in connection with any written consent of the holders of Company Common Stock, Stockholder will appear at the meeting or otherwise cause the Securities to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Securities in favor of the adoption of the Merger Agreement and the approval of other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof.
Voting of Company Common Stock. In the event that the Board of Directors of the Company has approved the Merger Agreement and the transactions contemplated thereby and has recommended (and has not made an Adverse Change in Recommendation) that the shareholders of the Company approve the Merger Agreement, each Shareholder hereby agrees that at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, however called, or in connection with any written consent of the holders of Company Common Stock, the Shareholder will appear at the meeting or otherwise cause the Shares then held of record or Beneficially Owned by the Shareholder to be counted as present thereat for purposes of establishing a quorum and the Shareholder shall vote or consent (or cause to be voted or consented) the Shares then held of record or Beneficially Owned by the Shareholder in favor of the Merger, the Share Issuance, the execution and delivery by the Company of the Merger Agreement and the approval and adoption of the terms thereof, and each of the other actions contemplated by the Merger Agreement (including but not limited to an amendment to the Company's Articles of Incorporation and the Company's Stock Option Plan) and any actions required in furtherance thereof, unless, following the date hereof (any of the following constituting a "Specified Transaction Exception"): (i) the Shareholder has voted for the approval of another transaction that will result or has resulted in a "Specified Transaction" (as defined below), (ii) any person (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act) shall have made a bona fide unsolicited proposal to the Company or the Shareholder by public announcement or written communication, that is or becomes the subject of public disclosure, of a transaction that would result in a Specified Transaction (the "Proposal"), and such Proposal has not been publicly withdrawn prior to the vote of shareholders of the Company relating to the Merger, (iii) the Conversion Number is increased in any respect, or (iv) the Merger Agreement is otherwise amended in a manner which, in Shareholder's reasonable judgment exercised in good faith, is materially adverse to Shareholder's interests; provided, however, that in the case of either clause "(i)" or "
