Common use of Voting of Company Common Stock Clause in Contracts

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. (a) During the period commencing on the date hereof and continuing until this the earlier of (i) the Effective Time and (ii) termination of the Merger Agreement is terminated in accordance with Section 3.2 below its terms (the “"Support Period”"), at the Company Stockholders Meeting or at any meeting adjournment, postponement or continuation thereof or in any other circumstances (whether including any other annual or special and meeting of the stockholders of the Company or any action by prior written consent) occurring prior to the Company Stockholders Meeting in which a vote, consent or other approval with respect to the adoption of the Merger Agreement or any other Acquisition Proposal (whether or not an adjourned or postponed meetinga Superior Proposal) of with respect to 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 CompanyCompany is sought, each Stockholder hereby irrevocably and unconditionally 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 to cause to be voted or consented) the Shares all of such Stockholder's Securities (aA) in favor of the adoption of the Merger Agreement and (B) against (1) any other Acquisition Proposal (whether or not a Superior Proposal) with respect to the approval Company, (2) any proposal for any merger, consolidation, sale of assets, business combination, share exchange, reorganization or recapitalization of the MergerCompany or any of its subsidiaries that is in competition or inconsistent with the adoption of the Merger Agreement, or any proposal to effect the other Transactions and foregoing which is made in opposition to or in competition with the adoption of the Merger Agreement, (3) any actions reasonably required in furtherance thereof and liquidation or winding up of the Company, (b4) except as otherwise agreed to in writing in advance any extraordinary dividend by Buyer in its sole discretion, against the following actions Company (other than the payment of any cash dividend that the Company is expressly permitted to make under the Merger and the other Transactions): Agreement), (i5) any Company Takeover Proposal; (ii) any amendment change in the capital structure of the Company Charter (other than any change in capital structure resulting from the Merger or expressly permitted under the Company Bylaws; Merger Agreement) and (iii6) any other action which is designed that would reasonably be expected to or would (x) impede, interfere with, delay, postpone or interfere with the Merger or (y) result in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement that would reasonably be expected to 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.