Common use of Voting of Equity Securities Clause in Contracts

Voting of Equity Securities. (a) Each Holder hereby agrees that, during the time 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, he shall (or shall cause the stockholder of record, if the Holder is the beneficial owner but not the stockholder of record of Voting Securities) at the written direction of the Parent (x) vote all Voting Securities of such Holder in favor of the Merger; (y) 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 (z) vote all Voting Securities of such Holder against any action or agreement which would impede, interfere with or attempt to discourage the Merger, including, but not limited to: (i) any takeover proposal (other than 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 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. (b) Without limiting the generality of the foregoing, each Holder hereby irrevocably appoints designees of Sub, the attorneys, agents and proxies, with full power of substitution, for the undersigned and in the name, place and stead of the undersigned to vote the Voting Securities in favor of the Merger and other transactions contemplated by the Merger Agreement, against any transaction in clause (z) of Section 1(a), and otherwise as contemplated by Section 1(a), including the execution of written consents, with respect to all Voting Securities of the Company which the undersigned is or may be entitled to vote at any meeting of the Company held after the date hereof, whether annual or special and whether or not an adjourned meeting, or in respect of which the undersigned is or may be entitled to act by written consent. This proxy is coupled with an interest and, except as provided below, shall be irrevocable and binding on any successor in interest of the undersigned. This proxy shall operate to revoke any prior proxy as to Voting Securities heretofore granted by the Holder. Such proxy shall terminate upon the termination of this Agreement at the Expiration Date.

Voting of Equity Securities. (a) Each Holder hereby agrees that, during from the time this Agreement is in effectdate --------------------------- 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, he it shall (or shall cause the stockholder of record, if the Holder is the beneficial owner but not the stockholder of record of Voting Securities) at the written direction of the Parent (xa) vote all Voting Securities of such Holder in favor of the Merger; (yb) 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 (zc) 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 takeover proposal 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. (b) Without limiting the generality of the foregoing, each . 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 undersigned Holder to vote the Voting Securities in favor of the Merger such manner as such attorneys, agents and other transactions contemplated by the Merger Agreement, against any transaction proxies or their substitutes shall in clause (z) of Section 1(a), their sole discretion deem proper and otherwise as contemplated by Section 1(a)act, including the execution of written consents, with respect to all Voting Securities of the Company which the undersigned Holder is or may be entitled to vote at any meeting of the Company held 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 undersigned Holder is or may be entitled to act by written consent. This proxy is coupled with an interest and, except as provided below, and shall be irrevocable (except as set forth below) and binding on any successor in interest of the undersignedHolder. This proxy shall operate to revoke any prior proxy as to Voting Securities heretofore granted by the HolderHolder 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 at 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 Expiration DateCompany accepts a Superior Proposal, in which case the proxy shall terminate).

Voting of Equity Securities. (a) Each Holder hereby agrees that, during from the time this Agreement is in effectdate 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, he consent or other approval is sought, it shall (or shall cause the stockholder of record, if the Holder is the beneficial owner but not the stockholder of record of Voting Securities) at the written direction of the Parent (xa) vote all Voting Securities of such 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; (yb) 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 (zc) 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 takeover proposal 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 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. (b) Without limiting . 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 generality results of the foregoing, each such vote or consent. Holder hereby irrevocably (except as set forth below) appoints designees of 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 undersigned Holder to vote the Voting Securities in favor of the Merger and other transactions contemplated or act by the Merger Agreement, against any transaction in clause (z) of Section 1(a), and otherwise as contemplated by Section 1(a), including the execution of written consents, with respect to all Voting Securities of the Company which the undersigned Holder is or may be entitled to vote at any meeting of the Company held 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 undersigned 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, except as provided below, and shall be irrevocable (except as set forth below) and binding on any successor in interest of the undersignedHolder. This proxy shall operate to revoke any prior proxy as to Voting Securities heretofore granted by the Holder. Such proxy shall terminate upon the termination expiration of the Option pursuant hereto. The obligations of this Agreement at 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 Expiration DateCompany accepts a Superior Proposal, in which case the proxy shall terminate).

Voting of Equity Securities. (a) Each Holder hereby agrees that, --------------------------- during the time period from the date of this Agreement is in effectuntil the expiration 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, he shall (or shall cause the stockholder of record, if the Holder is the beneficial owner but not the stockholder of record of Voting Securities) at the written direction of the Parent (xa) vote all Voting Securities of such Holder in favor of the Merger; (yb) 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 (zc) 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 takeover 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 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. (b) Without limiting the generality of the foregoing, each . Each Holder hereby irrevocably 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 undersigned to vote the Voting Securities in favor of the Merger such manner as such attorneys, agents and other transactions contemplated by the Merger Agreement, against any transaction proxies or their substitutes shall in clause (z) of Section 1(a), their sole discretion deem proper and otherwise as contemplated by Section 1(a)act, including the execution of written consents, with respect to all Voting Securities of the Company which the undersigned is or may be entitled to vote at any meeting of the Company held after the date hereof, whether annual or special and whether or not an adjourned meeting, or in respect of which the undersigned is or may be entitled to act by written consent. This proxy is coupled with an interest and, except as provided below, and shall be irrevocable and binding on any successor in interest of the undersigned. This proxy shall operate to revoke any prior proxy as to Voting Securities heretofore granted by the Holder. Such proxy shall terminate upon the termination expiration of this Agreement at the Expiration DateAgreement.

Voting of Equity Securities. (a) Each Holder hereby agrees that, during the time period from the date of this Agreement is in effectuntil the expiration 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, he shall (or shall cause the stockholder of record, if the Holder is the beneficial owner but not the stockholder of record of Voting Securities) at the written direction of the Parent (xa) vote all Voting Securities of with respect to which such Holder then has the right to vote in favor of the Merger; (yb) 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 (zc) 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 Merger, including, but not limited to: (i) any takeover proposal opposed by the Parent or the Merger Subsidiary; (ii) any Acquisition Proposal (other than 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 Subthe Merger Subsidiary; (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. (b) Without limiting . In the generality event that either Holder does not comply with the foregoing sentence, such Holder shall be deemed to have hereby irrevocably appointed designees of the foregoingParent or the Merger Subsidiary, each Holder hereby irrevocably appoints designees of Sub, the its attorneys, agents and proxies, with full power of substitution, for the undersigned and in the name, place and stead of the undersigned to vote the Voting Securities in favor of the Merger such manner as such attorneys, agents and other transactions contemplated by the Merger Agreement, against any transaction proxies or their substitutes shall in clause (z) of Section 1(a), their sole discretion deem proper and otherwise as contemplated by Section 1(a)act, including the execution of written consents, with respect to all Voting Securities of the Company which the undersigned is or may be entitled to vote at any meeting of the Company held after the date hereof, whether annual or special and whether or not an adjourned meeting, or in respect of which the undersigned is or may be entitled to act by written consent. This proxy is shall be coupled with an interest and, except as provided below, and shall be irrevocable and binding on any successor in interest of the undersignedapplicable undersigned Holder. This proxy shall operate to revoke any prior proxy as to Voting Securities heretofore granted by the Holder. Such proxy Holder and shall terminate upon the termination expiration of this Agreement at the Expiration DateAgreement.

Voting of Equity Securities. (a) Each Holder hereby agrees that, during the time 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, he shall (or shall cause the stockholder of record, if the Holder is the beneficial owner but not the stockholder of record of Voting Securities) at the written direction of the Parent (xa) vote all Voting Securities of such Holder in favor of the Merger; (yb) 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 (zc) 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 takeover proposal 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. (b) Without limiting the generality of the foregoing, each . Each Holder hereby irrevocably 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 undersigned to vote the Voting Securities in favor of the Merger such manner as such attorneys, agents and other transactions contemplated by the Merger Agreement, against any transaction proxies or their substitutes shall in clause (z) of Section 1(a), their sole discretion deem proper and otherwise as contemplated by Section 1(a)act, including the execution of written consents, with respect to all Voting Securities of the Company which the undersigned is or may be entitled to vote at any meeting of the Company held after the date hereof, whether annual or special and whether or not an adjourned meeting, or in respect of which the undersigned is or may be entitled to act by written consent. This proxy is coupled with an interest and, except as provided below, and shall be irrevocable and binding on any successor in interest of the undersigned. This proxy shall operate to revoke any prior proxy as to Voting Securities heretofore granted by the Holder. Such proxy shall terminate upon the termination of this Agreement at the Expiration DateAgreement.

Voting of Equity Securities. (a) Each The Holder hereby agrees that, during the time period (the “Term”) from the date of this Agreement is in effectuntil the Expiration Date (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 Company, he Holder shall (or shall cause the stockholder holder of recordrecord to, if the Holder is the beneficial owner but not the stockholder holder of record of Voting the Subject Securities) at the written direction of the Parent (xi) vote all Voting Securities of such Holder in favor of the Merger; (y) 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 (z) vote all Voting Securities of such Holder against any action or agreement which would could be reasonably inferred to impede, interfere with with, prevent or attempt delay LML from completing the transactions contemplated by this Agreement, the Arrangement Agreement or the Plan of Arrangement, or to discourage materially change the Mergerbusiness, operations, capital or affairs of Beanstream, including, but not limited to: (iA) any takeover proposal Opposing Proposal (other than 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 SubLML; (C) 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 change in the authorized capital of Beanstream or 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 foregoing provisions of this Section 1(a). Each Holder further agrees that, during the Term, it shall not enter into any agreement or understanding with any person the effect of which would be inconsistent or contrary to the provisions and agreements contained herein. For purposes of this Agreement, “Opposing Proposal” means (i) any proposal, other than a proposal by LML or any of its subsidiaries, for an arrangement, amalgamation, merger or other business combination involving Beanstream, (ii) any proposal or offer, other than a proposal or offer by LML or any of its subsidiaries, to acquire from Beanstream in any manner, directly or indirectly, including by way of joint venture or exclusive license, an equity interest in Beanstream, any voting securities of Beanstream or a material amount of assets of Beanstream, or (iii) any material change in proposal or offer, other than a proposal or offer by LML or any of its subsidiaries, to acquire from the present capitalization shareholders of Beanstream by tender offer, takeover bid, exchange offer, purchase agreement or dividend policy otherwise more than 10% of the Company; or (iv) outstanding shares of any other material change in the Company's corporate structure or business. (b) Without limiting the generality class of the foregoing, each Holder hereby irrevocably appoints designees of Sub, the attorneys, agents and proxies, with full power of substitution, for the undersigned and in the name, place and stead of the undersigned to vote the Voting Securities in favor of the Merger and other transactions contemplated by the Merger Agreement, against any transaction in clause (z) of Section 1(a), and otherwise as contemplated by Section 1(a), including the execution of written consents, with respect to all Voting Securities of the Company which the undersigned is or may be entitled to vote at any meeting of the Company held after the date hereof, whether annual or special and whether or not an adjourned meeting, or in respect of which the undersigned is or may be entitled to act by written consent. This proxy is coupled with an interest and, except as provided below, shall be irrevocable and binding on any successor in interest of the undersigned. This proxy shall operate to revoke any prior proxy as to Voting Securities heretofore granted by the Holder. Such proxy shall terminate upon the termination of this Agreement at the Expiration DateBeanstream.