Common use of Voting of Owned Shares Clause in Contracts

Voting of Owned Shares. Shareholder hereby agrees that during ---------------------- the period commencing on the date hereof and continuing until the earlier of (x) the consummation of the Offer and (y) termination of the Option Period (as hereinafter defined) (such period being referred to as the "VOTING PERIOD"), at any meeting (whether annual or special, and whether or not an adjourned or postponed meeting) of the Company's shareholders, however called, or in connection with any written consent of the Company's shareholders, subject to the absence of a preliminary or permanent injunction or other final order by any United States federal, state or foreign court barring such action, Shareholder shall vote (or cause to be voted) all Owned Shares: (i) in favor of the Offer, the execution and delivery by the Company of the Acquisition Agreement and the approval and acceptance of the Offer and the terms thereof and each of the other actions contemplated by the Acquisition Agreement and this Agreement and any actions required in furtherance thereof and hereof; (ii) against any action or agreement that would (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Acquisition Agreement or of Shareholder under this Agreement or (B) impede, interfere with, delay, postpone, or adversely affect the Offer or the transactions contemplated thereby or hereby; and (iii) except as otherwise agreed to in writing in advance by Parent, against the following actions (other than the Offer and the transactions contemplated by the Acquisition Agreement and this Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries (including any Alternative Transaction); (B) any sale, lease or transfer of a substantial portion of the assets or business of the Company or its subsidiaries, or reorganization, restructuring, recapitalization, special dividend, dissolution or liquidation of the Company or its subsidiaries; or (C) any change in the present capitalization of the Company including any proposal to sell any equity interest in the Company or any of its subsidiaries. Shareholder shall not enter into any agreement, arrangement or understanding with any Person the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 3.

Voting of Owned Shares. Shareholder hereby agrees that during ---------------------- During the period commencing on the date hereof and continuing until the earlier of (x) the consummation of the Offer and (y) the termination of this Agreement in accordance with Section 10 each of the Option Period Shareholders hereby agrees as follows: (as hereinafter defineda) to appear, or cause the holder of record on any applicable record date with respect to any Owned Shares of such Shareholder (such period being referred to as the "VOTING PERIODRECORD HOLDER")) to appear, for the purpose of obtaining a quorum at any annual or special meeting of shareholders of the Company and at any adjournment thereof at which matters relating to the Merger, Merger Agreement or any transaction contemplated thereby are considered; and (b) at any meeting (whether annual or special, and whether or not an adjourned or postponed meeting) of the shareholders of the Company's shareholders, however called, or and in connection with any written action by consent of the shareholders of the Company's shareholders, subject to the absence of a preliminary or permanent injunction or other final order by any United States federalvote, state or foreign court barring such action, Shareholder shall vote (or cause to be voted) all voted by the Record Holder, the Owned SharesShares of such Shareholder: (i) in favor of the OfferMerger, the execution and delivery by the Company of the Acquisition Merger Agreement (as amended from time to time) and the approval and acceptance of the Offer and the terms thereof and each of the other actions transactions contemplated by the Acquisition Merger Agreement and this Agreement against any proposal for any extraordinary corporate transaction, such as a recapitalization, dissolution, liquidation, or sale of assets of the Company or any merger, consolidation or other business combination (other than the Merger) between the Company and any actions required in furtherance thereof and hereof; Person (iiother than Parent or a Subsidiary of Parent) against or any other action or agreement that would is intended or which reasonably could be expected to (Ax) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Acquisition Merger Agreement, (y) result in any of the conditions to the Company's obligations under the Merger Agreement or of Shareholder under this Agreement not being fulfilled or (Bz) impede, interfere with, delay, postpone, postpone or materially adversely affect the Offer or the transactions contemplated thereby or hereby; and (iii) except as otherwise agreed to in writing in advance by Parent, against the following actions (other than the Offer Merger and the transactions contemplated by the Acquisition Agreement and this Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries (including any Alternative Transaction); (B) any sale, lease or transfer of a substantial portion of the assets or business of the Company or its subsidiaries, or reorganization, restructuring, recapitalization, special dividend, dissolution or liquidation of the Company or its subsidiaries; or (C) any change in the present capitalization of the Company including any proposal to sell any equity interest in the Company or any of its subsidiaries. Shareholder shall not enter into any agreement, arrangement or understanding with any Person the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 3.

Voting of Owned Shares. Shareholder hereby agrees that during ---------------------- During the period commencing on the date hereof and continuing until the earlier of (x) the consummation of the Offer and (y) the termination of this Agreement in accordance with Section 13, each of the Option Period Shareholders hereby agrees as follows: (as hereinafter defineda) unless Parent consents or requests otherwise, each Shareholder shall, and shall cause the registered holder on any applicable record date with respect to any Owned Shares of such Shareholder (such period being referred to as the "VOTING PERIODREGISTERED HOLDER")) to, from time to time, at any meeting of shareholders of the Company (whether annual or special, special and whether or not an adjourned or postponed meeting) of the Company's shareholders), however called, or in connection with any written consent of the Company's shareholdersholders of Common Shares, subject or in any other circumstances upon which a vote, consent or approval with respect to the absence Amalgamation, the Amalgamation Agreement or any of the transactions contemplated hereby or thereby are sought: (i) if a preliminary meeting is held, appear at such meeting or permanent injunction or other final order by any United States federalotherwise cause the Owned Shares to be counted as present thereat for purposes of establishing a quorum, state or foreign court barring such action, Shareholder shall and (ii) vote (or cause to be voted), in person or by proxy, or consent (or cause to be consented) all the Owned Shares: Shares and any other voting securities of the Company (iwhether acquired heretofore or hereafter) as to which such Shareholder has, directly or indirectly, the right to vote or direct the voting in favor of the OfferAmalgamation, the execution and delivery by the Company of the Acquisition Agreement and the approval and acceptance of the Offer and the terms thereof and each of the other actions contemplated by the Acquisition Agreement and this Amalgamation Agreement and any actions required other transactions contemplated hereby and thereby; and (b) unless Parent consents or requests otherwise, at any meeting of the shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in furtherance thereof and hereof; connection with any written consent of the holders of Common Shares, or in any other circumstances upon which a vote, consent or approval of any of the shareholders of the Company is sought, to vote (iior cause to be voted), in person or by proxy, or consent (or cause to be consented) the Owned Shares against any proposal for any extraordinary corporate transaction, including a recapitalization, dissolution, liquidation, or sale of assets of the Company or any amalgamation, consolidation or other business combination (other than the Amalgamation), between the Company and any Person (other than Purchaser, Parent, or a subsidiary of Parent) or any other action or agreement that would is intended or which reasonably could be expected to: (Ai) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any Group Entity under the Acquisition Amalgamation Agreement, (ii) result in any of the conditions to the Company's obligations under the Amalgamation Agreement or of Shareholder under this Agreement not being fulfilled or (Biii) impede, interfere with, delay, postpone, postpone or adversely affect the Offer or Offer, the transactions contemplated thereby or hereby; and (iii) except as otherwise agreed to in writing in advance by Parent, against the following actions (other than the Offer Amalgamation and the transactions contemplated by the Acquisition Amalgamation Agreement and this Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries (including any Alternative Transaction); (B) any sale, lease or transfer of a substantial portion of the assets or business of the Company or its subsidiaries, or reorganization, restructuring, recapitalization, special dividend, dissolution or liquidation of the Company or its subsidiaries; or (C) any change in the present capitalization of the Company including any proposal to sell any equity interest in the Company or any of its subsidiaries. Shareholder shall not enter into any agreement, arrangement or understanding with any Person the effect of which would be inconsistent or violative of the provisions and agreements contained items in this Section 3.clause (b), collectively, the "NEGATIVE VOTING MATTERS");