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 Company. (b) From and after the date hereof until the earlier of the (i) Effective Time and (ii) date on which the Merger and Agreement is terminated in accordance with its terms for any reason (the transactions contemplated "Restricted Period"), except as otherwise permitted by this Agreement or the Merger Agreement; Agreement or (iv) any change in any form or manner as required by order of the voting rights a court of any class of capital stock of the Company. During the Support Periodcompetent jurisdiction, each Stockholder agrees that it will not enter commit any act that could restrict or otherwise affect such Stockholder's legal power, authority and right to vote all of its Securities as required by this Agreement, including entering into any voting agreement with any Person or entity with respect to any of its Securities, granting any Person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of its Securities, depositing any of its Securities in a voting trust or otherwise entering into any agreement or understanding arrangement with any person Person or entity limiting or affecting the effect Stockholder's legal power, authority or right to vote its Securities in favor of which would be inconsistent with or violative the adoption of any provision contained in this Section 1.1the Merger Agreement.

Voting of Company Common Stock. During The Stockholder hereby agrees that during the period commencing on the date hereof and continuing until the first to occur of (i) the Effective Time or (ii) termination of this Agreement is terminated in accordance with Section 3.2 below (the “Support Period”)its terms, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of capital stock of the CompanyCompany Common Stock, 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 the 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 shall vote or consent (or cause to be voted or consentedvoted) the Shares held of record or Beneficially Owned by the Stockholder (ai) in favor of the adoption Merger, the execution and delivery by the Company of the Merger Agreement and the approval and adoption of the Merger, terms thereof and each of the other Transactions actions contemplated by the Merger Agreement and this Agreement and any actions reasonably required in furtherance thereof and hereof; (bii) 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 or this Agreement; and (iii) except as otherwise agreed to in writing in advance by Buyer in its sole discretionParent, against the following actions (other than the Merger and the other Transactions): the (i1) any Company Takeover Proposalchange in a majority of the persons who constitute the board of directors of the Company; (ii2) any change in the present capitalization of the Company including any proposal to sell a substantial equity interest in the Company and its Subsidiaries; (3) any amendment of the Company Charter Company's Certificate of Incorporation or the Company BylawsBy-laws; (iii4) any other change in the Company's corporate structure or business; or (5) any other action which which, in the case of each of the matters referred to in clauses (C)(1), (2), (3) or (4), is designed intended, or could reasonably be expected, to or would impede, interfere with, delay, postpone postpone, or materially adversely affect the Offer, the Merger and the transactions contemplated by this Agreement or and 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 The Stockholder agrees that it will shall not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent with or violative of any provision the provisions and agreements contained in this Section 1.13.

Voting of Company Common Stock. During The Stockholders hereby agree that, during the period commencing on the date hereof and continuing until this the first to occur of (a) the Effective Time, (b) 30 days after termination of the Merger Agreement (i) by Holdings other than pursuant to Sections 8.1(d)(ii) or 8.1(d)(iii) of the Merger Agreement provided that such termination is terminated not as a result of the Company's intentionally acting, or failing to act, in accordance bad faith with respect to its obligations under the Merger Agreement or (ii) rightfully by the Company in good faith pursuant to Section 3.2 below 8.1(f) of the Merger Agreement, or (c) June 30, 1998 (the “Support Period”first to occur of clauses (a), (b) and (c), the Termination Date ), at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of capital stock of the CompanyCompany Common Stock, however called, or in connection with any written consent of the holders of capital stock of Company Common Stock, the Company, each Stockholder agrees that it Stockholders 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”), 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 Shares Securities (aA) in favor of the adoption of the Merger Agreement and the approval of other actions contemplated by the Merger, the other Transactions Merger Agreement and this Agreement and any actions reasonably required in furtherance thereof and hereof; (bB) against any action or agreement that would result in a breach in any respect of any material covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (C) except as otherwise agreed to in writing in advance by Buyer Holdings in its sole discretion, against the following actions (other than the Merger and the other Transactionstransactions contemplated by this Agreement and the Merger Agreement): (i1) any Company Takeover Acquisition Transaction or Superior Proposal, (2) (u) any change in a majority of the persons who constitute the Company's Board of Directors (other than with the approval of a majority of the Company's directors then in office); (iiv) any material change in the present capitalization of the Company, including without limitation any proposal to sell a substantial equity interest in the Company or its Subsidiaries; (w) any amendment of the Company Charter Company's Certificate of Incorporation or the Company BylawsBy-laws; (iiix) any other material change in the Company's corporate structure or business; or (y) any other action which which, in the case of each of the matters referred to in clauses (2) (u), (v), (w) or (x), is designed intended, or could reasonably be expected, to or would impede, interfere with, delay, postpone or materially adversely affect the Merger and the transactions contemplated by this Agreement or and 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 The Stockholders may not enter into any agreement or understanding with any person the intended or reasonably anticipated effect of which would be inconsistent with or violative of any provision contained in this Section 1.13.