Common use of Voting of Company Stock Clause in Contracts

Voting of Company Stock. Each Shareholder hereby agrees that, prior to the first to occur of the termination of the Merger Agreement in accordance with its terms and the Effective Time, 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 the Company Common Stock, he will appear at the meeting or otherwise cause 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 over which such Shareholder holds the power, directly or indirectly, to direct the vote, except as otherwise agreed to in writing in advance by the Acquiror in its sole discretion, in favor of any business combination proposed by Acquiror (including, without limitation, voting in favor of (1) the adoption of the Merger Agreement and the approval of the Merger and (2) any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement) and against the following actions: (a) any Acquisition Proposal (as defined in the Merger Agreement) or (b) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or adversely affect the transactions contemplated by this Agreement or the Merger Agreement. Each Shareholder agrees that he will not enter into any agreement or understanding with any Person the intended or anticipated effect of which would be inconsistent with or violative of any provision contained in this Section 2(d). Notwithstanding anything in this Agreement to the contrary, no Shareholder shall be required to acquire any Shares that such Shareholder has, directly or indirectly, the right to acquire, including, without limitation, by exercise of stock options or otherwise.

Voting of Company Stock. Each Shareholder The Stockholder hereby agrees that, prior to during ----------------------- the period commencing on the date hereof and continuing until the first to occur of (a) the Closing or (b) the termination of the Merger Purchase Agreement in accordance with its terms and (the Effective Time"Termination Date"), at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the ---------------- holders of Company Common Stockthe Shares, however called, or in connection with any written consent of the holders of the Company Common StockShares, he will appear at the meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum and Stockholder shall vote or consent (or cause to be voted or consentedvoted) the Shares over held of record or Beneficially Owned by him and to which such Shareholder holds he has the power, directly right to vote or indirectly, to direct the vote, except as otherwise agreed to in writing in advance by the Acquiror in its sole discretion, whether heretofore owned or hereafter acquired: in favor of any business combination proposed by Acquiror (includingapproval of the Purchase, without limitation, voting in favor of (1) the adoption of the Merger Purchase Agreement and any actions required in furtherance thereof and hereof; provided, however, that the terms of the Purchase Agreement shall not have been amended to reduce the Purchase Price to less than $35 million or to impose any specific obligation on the Stockholder that is not imposed uniformly on all stockholders of Seller, except as the Stockholder has agreed in writing. The Stockholder agrees that the obligations under this Voting Agreement are unconditional and will remain in full force and effect notwithstanding that the Company may have received an Acquisition Proposal or that the Board of Directors of the Company may have withdrawn or amended its recommendation and approval of the Merger and (2) any other matter necessary to Purchase. Furthermore, the consummation of the transactions contemplated by the Merger Agreement) and against the following actions: (a) any Acquisition Proposal (as defined in the Merger Agreement) or (b) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or adversely affect the transactions contemplated by this Agreement or the Merger Agreement. Each Shareholder agrees that he Stockholder will not enter into any agreement or understanding with any Person the intended or anticipated effect of which would be inconsistent with or violative in violation of any provision contained in this Section 2(d). Notwithstanding anything in this Agreement to the contrary, no Shareholder shall be required to acquire any Shares that such Shareholder has, directly or indirectly, the right to acquire, including, without limitation, by exercise of stock options or otherwise3.

Voting of Company Stock. Each Shareholder hereby agrees that, prior to the first to occur of the termination of the Merger Acquisition Agreement in accordance with its terms and the Effective TimeClosing, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company CNU Common Stock, however called, or in connection with any written consent of the holders of the Company CNU Common Stock, he will appear at the meeting or otherwise cause 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 over which such Shareholder holds the power, directly or indirectly, to direct the vote, except as otherwise agreed to in writing in advance by the Acquiror Principals in its their sole discretion, in favor of any business combination proposed by Acquiror (including, without limitation, voting in favor of (1) the adoption issuance of the Merger CNU Shares pursuant to the Acquisition Agreement and the approval of the Merger and (2) against any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement) and against the following actions: (a) any Acquisition Proposal (as defined in the Merger Agreement) or (b) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or adversely affect the transactions contemplated by this Agreement or the Merger Acquisition Agreement. Each Shareholder agrees that he will not enter into any agreement or understanding with any Person the intended or anticipated effect of which would be inconsistent with or violative of any provision contained in this Section 2(d2(b). Notwithstanding anything Nothing in this Agreement to the contrary, no Shareholder shall be required to acquire any Shares that such Shareholder has, directly or indirectly, the right to acquire, including, without limitation, by exercise of stock options or otherwise. Notwithstanding the foregoing or anything to the contrary in this Agreement, nothing in this Agreement shall require a Shareholder to exercise any stock option or other security convertible into or exercisable for shares of CNU Common Stock.