Common use of Voting of Equity Securities Clause in Contracts

Voting of Equity Securities. Holder hereby agrees that, from the date --------------------------- hereof until the Expiration Date, at any meeting of the stockholders of the Company, however called, and in any action by written consent of the stockholders of the Company, it shall (a) vote all Voting Securities of Holder in favor of the Merger; (b) not vote any Voting Securities in favor of any action or agreement which would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement; and (c) vote all Voting Securities of Holder against any action or agreement which would impede, interfere with or attempt to discourage the Offer or the Merger, including, but not limited to: (i) any Acquisition Proposal (other than the Offer and the Merger) involving the Company or any of its subsidiaries; (ii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Merger Sub; (iii) any material change in the present capitalization or dividend policy of the Company; or (iv) any other material change in the Company's corporate structure or business. Holder hereby irrevocably (except as set forth below) appoints designees of Merger Sub, the attorneys, agents and proxies, with full power of substitution, for the undersigned and in the name, place and stead of the Holder to vote in such manner as such attorneys, agents and proxies or their substitutes shall in their sole discretion deem proper and otherwise act, including the execution of written consents, with respect to all Voting Securities of the Company which the Holder is or may be entitled to vote at any meeting of the Company with a record date after the date hereof, whether annual or special and whether or not an adjourned meeting, or in respect of which the Holder is or may be entitled to act by written consent. This proxy is coupled with an interest and shall be irrevocable (except as set forth below) and binding on any successor in interest of the Holder. This proxy shall operate to revoke any prior proxy as to Voting Securities heretofore granted by the Holder other than any proxy provided with respect to the Company's currently scheduled annual meeting with respect to the agenda items disclosed on the Company's April 19, 2000 Proxy Statement. Such proxy shall terminate upon the termination of this Agreement. The obligations of this Section 7 shall not apply to Holder during any Review Period and Holder may revoke this Proxy during any such Review Period as long as Holder reinstates such proxy promptly upon expiration of such Review Period (unless the Company accepts a Superior Proposal, in which case the proxy shall terminate).

Voting of Equity Securities. Holder hereby agrees that, from the date --------------------------- hereof until the Expiration Date, at any meeting of the stockholders of the Company, however called, including any adjourned or postponed meeting, and in any action by written consent of the stockholders of the CompanyCompany or in any other circumstances upon which a vote, consent or other approval is sought, it shall (a) vote all Voting Securities of Holder in favor of the MergerMerger and in favor of any other action or agreement which would, in the reasonable opinion of Parent and Merger Sub, facilitate the transactions contemplated in the Merger Agreement; (b) not vote any Voting Securities in favor of any action or agreement which would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement; and (c) vote all Voting Securities of Holder against any action or agreement which would impede, interfere with or attempt to discourage the Offer or the Merger, including, but not limited to: (i) any Acquisition Proposal (other than the Offer and the Merger) involving the Company or any of its subsidiaries; (ii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Merger Sub; (iii) any material change in the present capitalization or dividend policy of the Company; or (iv) any other material change in the Company's corporate structure or business. Any such vote shall be cast or consent shall be given for purposes of this Section 7 in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording in accordance herewith the results of such vote or consent. Holder hereby irrevocably (except as set forth below) appoints designees of Merger SubXxxxx X. Xxxxxx, Xxxxx Xxxxxxxx and Xxxxxxx X. Xxxxxxx, the attorneys, agents and proxies, with full power of substitution, for the undersigned and in the name, place and stead of the Holder to vote in such manner as such attorneys, agents and proxies or their substitutes shall in their sole discretion deem proper and otherwise act, including the act by execution of written consents, with respect to all Voting Securities of the Company which the Holder is or may be entitled to vote at any meeting of the Company with a record date after the date hereof, whether annual or special and whether or not an adjourned meeting, or in respect of which the Holder is or may be entitled to act by written consent, in accordance with the first sentence of this Section 7. This proxy is coupled with an interest and shall be irrevocable (except as set forth below) and binding on any successor in interest of the Holder. This proxy shall operate to revoke any prior proxy as to Voting Securities heretofore granted by the Holder other than any proxy provided with respect to the Company's currently scheduled annual meeting with respect to the agenda items disclosed on the Company's April 19, 2000 Proxy StatementHolder. Such proxy shall terminate upon the termination expiration of this Agreementthe Option pursuant hereto. The obligations of this Section 7 shall not apply to Holder during any Review Period and Holder may revoke this Proxy during any such Review Period as long as Holder reinstates such proxy promptly upon expiration of such Review Period (unless the Company accepts a Superior Proposal, in which case the proxy shall terminate).

Voting of Equity Securities. Each Holder hereby agrees that, during the period from the date --------------------------- hereof of this Agreement until the Expiration Dateexpiration of this Agreement, at any meeting of the stockholders shareholders of the Company, however called, and in any action by written consent of the stockholders shareholders of the Company, it he shall (a) vote all Voting Securities of with respect to which such Holder then has the right to vote in favor of the Merger; (b) not vote any Voting Securities with respect to which such Holder then has the right to vote in favor of any action or agreement which would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement; and (c) vote all Voting Securities of with respect to which such Holder then has the right to vote against any action or agreement which would impede, interfere with or attempt to discourage the Offer or the Merger, including, but not limited to: (i) any proposal opposed by the Parent or the Merger Subsidiary; (ii) any Acquisition Proposal (other than the Offer and the Merger) involving the Company or any of its subsidiaries; (iiiii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Merger SubSubsidiary; (iiiiv) any material change in the present capitalization or dividend policy of the Company; or (ivv) any other material change in the Company's corporate structure or business. In the event that either Holder does not comply with the foregoing sentence, such Holder shall be deemed to have hereby irrevocably (except as set forth below) appoints appointed designees of the Parent or the Merger SubSubsidiary, the its attorneys, agents and proxies, with full power of substitution, for the undersigned and in the name, place and stead of the Holder undersigned to vote in such manner as such attorneys, agents and proxies or their substitutes shall in their sole discretion deem proper and otherwise act, including the execution of written consents, with respect to all Voting Securities of the Company which the Holder undersigned is or may be entitled to vote at any meeting of the Company with a record date held after the date hereof, whether annual or special and whether or not an adjourned meeting, or in respect of which the Holder undersigned is or may be entitled to act by written consent. This proxy is shall be coupled with an interest and shall be irrevocable (except as set forth below) and binding on any successor in interest of the applicable undersigned Holder. This proxy shall operate to revoke any prior proxy as to Voting Securities heretofore granted by the Holder other than any proxy provided with respect to the Company's currently scheduled annual meeting with respect to the agenda items disclosed on the Company's April 19, 2000 Proxy Statement. Such proxy and shall terminate upon the termination expiration of this Agreement. The obligations of this Section 7 shall not apply to Holder during any Review Period and Holder may revoke this Proxy during any such Review Period as long as Holder reinstates such proxy promptly upon expiration of such Review Period (unless the Company accepts a Superior Proposal, in which case the proxy shall terminate).

Voting of Equity Securities. Each Holder hereby agrees that, from during the date --------------------------- hereof until the Expiration Datetime this Agreement is in effect, at any meeting of the stockholders of the Company, however called, and in any action by written consent of the stockholders of the Company, it he shall (a) vote all Voting Securities of such Holder in favor of the Merger; (b) not vote any Voting Securities in favor of any action or agreement which would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement; and (c) vote all Voting Securities of such Holder against any action or agreement which would impede, interfere with or attempt to discourage the Offer or the Merger, including, but not limited to: (i) any Acquisition Proposal (other than the Offer and the Merger) involving the Company or any of its subsidiaries; (ii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Merger Sub; (iii) any material change in the present capitalization or dividend policy of the Company; or (iv) any other material change in the Company's corporate structure or business. Each Holder hereby irrevocably (except as set forth below) appoints designees of MC Merger Sub, the attorneys, agents and proxies, with full power of substitution, for the undersigned and in the name, place and stead of the Holder undersigned to vote in such manner as such attorneys, agents and proxies or their substitutes shall in their sole discretion deem proper and otherwise act, including the execution of written consents, with respect to all Voting Securities of the Company which the Holder undersigned is or may be entitled to vote at any meeting of the Company with a record date held after the date hereof, whether annual or special and whether or not an adjourned meeting, or in respect of which the Holder undersigned is or may be entitled to act by written consent. This proxy is coupled with an interest and shall be irrevocable (except as set forth below) and binding on any successor in interest of the Holderundersigned. This proxy shall operate to revoke any prior proxy as to Voting Securities heretofore granted by the Holder other than any proxy provided with respect to the Company's currently scheduled annual meeting with respect to the agenda items disclosed on the Company's April 19, 2000 Proxy StatementHolder. Such proxy shall terminate upon the termination of this Agreement. The obligations of this Section 7 shall not apply to Holder during any Review Period and Holder may revoke this Proxy during any such Review Period as long as Holder reinstates such proxy promptly upon expiration of such Review Period (unless the Company accepts a Superior Proposal, in which case the proxy shall terminate).

Voting of Equity Securities. Each Holder hereby agrees that, --------------------------- during the period from the date --------------------------- hereof of this Agreement until the Expiration Dateexpiration of this Agreement, at any meeting of the stockholders of the Company, however called, and in any action by written consent of the stockholders of the Company, it he shall (a) vote all Voting Securities of such Holder in favor of the Merger; (b) not vote any Voting Securities in favor of any action or agreement which would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement; and (c) vote all Voting Securities of such Holder against any action or agreement which would impede, interfere with or attempt to discourage the Offer or the Merger, including, but not limited to: (i) any proposal opposed by Parent or Merger Sub; (ii) any Acquisition Proposal (other than the Offer and the Merger) involving the Company or any of its subsidiaries; (iiiii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Merger Sub; (iiiiv) any material change in the present capitalization or dividend policy of the Company; or (ivv) any other material change in the Company's corporate structure or business. Each Holder hereby irrevocably (except as set forth below) appoints designees of Merger Sub, the its attorneys, agents and proxies, with full power of substitution, for the undersigned and in the name, place and stead of the Holder undersigned to vote in such manner as such attorneys, agents and proxies or their substitutes shall in their sole discretion deem proper and otherwise act, including the execution of written consents, with respect to all Voting Securities of the Company which the Holder undersigned is or may be entitled to vote at any meeting of the Company with a record date held after the date hereof, whether annual or special and whether or not an adjourned meeting, or in respect of which the Holder undersigned is or may be entitled to act by written consent. This proxy is coupled with an interest and shall be irrevocable (except as set forth below) and binding on any successor in interest of the Holderundersigned. This proxy shall operate to revoke any prior proxy as to Voting Securities heretofore granted by the Holder other than any proxy provided with respect to the Company's currently scheduled annual meeting with respect to the agenda items disclosed on the Company's April 19, 2000 Proxy StatementHolder. Such proxy shall terminate upon the termination expiration of this Agreement. The obligations of this Section 7 shall not apply to Holder during any Review Period and Holder may revoke this Proxy during any such Review Period as long as Holder reinstates such proxy promptly upon expiration of such Review Period (unless the Company accepts a Superior Proposal, in which case the proxy shall terminate).

Voting of Equity Securities. (a) The Holder hereby agrees that, during the period (the “Term”) from the date --------------------------- hereof of this Agreement until the Expiration DateDate (as defined below), at any meeting of the stockholders shareholders of the CompanyBeanstream, or of any class of shareholders of Beanstream, however called, and in any action by written consent of the stockholders shareholders of Beanstream or of any class of shareholders of Beanstream, the Holder shall (or shall cause the holder of record to, if the Holder is the beneficial owner but not the holder of record of the Company, it shall Subject Securities) (ai) vote all Voting Securities of Holder in favor of the Merger; (b) not vote any Voting Subject Securities in favor favour of the transactions contemplated by the Arrangement Agreement and Plan of Arrangement and any actions required in furtherance of the transactions contemplated thereby, (ii) vote all of the Subject Securities to oppose any action or agreement which that would result in a breach in any material respect of any covenantrepresentation, representation warranty, agreement, covenant or warranty other obligation of Beanstream under the Arrangement Agreement or the Plan of Arrangement, and (iii) vote all of the Subject Securities to oppose any proposed action by Beanstream or any other obligation party the result of the Company under the Merger Agreement; and (c) vote all Voting Securities of Holder against any action or agreement which would could be reasonably inferred to impede, interfere with with, prevent or attempt to discourage delay LML from completing the Offer transactions contemplated by this Agreement, the Arrangement Agreement or the MergerPlan of Arrangement, or to materially change the business, operations, capital or affairs of Beanstream, including, but not limited to: (iA) any Acquisition Opposing Proposal (other than the Offer and the Merger) involving the Company or any of its subsidiariesas defined below); (iiB) any change in the management or board of directors of the CompanyBeanstream, except as otherwise agreed to in writing by the Merger SubLML; (iiiC) a sale, lease, transfer, exclusive licence, disposition or joint venture of or relating to any of the assets of Beanstream outside the ordinary course of business, or of any of the assets which are material to its business, whether or not in the ordinary course of business; (D) a reorganization, recapitalization, dissolution or liquidation of Beanstream; or (E) any material change in the present capitalization authorized capital of Beanstream or dividend policy any amendment of Beanstream’s articles, by-laws or other constating documents. If requested by LML, each Holder will immediately upon presentation execute a written consent resolution to give effect to the Company; foregoing provisions of this Section 1(a). Each Holder further agrees that, during the Term, it shall not enter into any agreement or (iv) understanding with any other material change in person the Company's corporate structure or business. Holder hereby irrevocably (except as set forth below) appoints designees of Merger Sub, the attorneys, agents and proxies, with full power of substitution, for the undersigned and in the name, place and stead of the Holder to vote in such manner as such attorneys, agents and proxies or their substitutes shall in their sole discretion deem proper and otherwise act, including the execution of written consents, with respect to all Voting Securities of the Company which the Holder is or may be entitled to vote at any meeting of the Company with a record date after the date hereof, whether annual or special and whether or not an adjourned meeting, or in respect effect of which the Holder is would be inconsistent or may be entitled to act by written consent. This proxy is coupled with an interest and shall be irrevocable (except as set forth below) and binding on any successor in interest of the Holder. This proxy shall operate to revoke any prior proxy as to Voting Securities heretofore granted by the Holder other than any proxy provided with respect contrary to the Company's currently scheduled annual meeting with respect to the agenda items disclosed on the Company's April 19, 2000 Proxy Statementprovisions and agreements contained herein. Such proxy shall terminate upon the termination For purposes of this Agreement. The obligations of this Section 7 shall not apply to Holder during any Review Period and Holder may revoke this Proxy during any such Review Period as long as Holder reinstates such proxy promptly upon expiration of such Review Period (unless the Company accepts a Superior Proposal, in which case the proxy shall terminate).“