Common use of Voting of Securities Clause in Contracts

Voting of Securities. During the period commencing on the date hereof and continuing until the earliest of (a) the Effective Time, (b) termination of the Merger Agreement in accordance with its terms and (c) termination of this Agreement (the "Support Period"), at the Parent Stockholders Meeting or at any adjournment, postponement or continuation thereof or in any other circumstances (including any other annual or special meeting of the stockholders of Parent, any action by prior written consent or any separate class vote) in which a vote, consent or other approval with respect to the issuance of shares of Parent Common Stock in the Merger or otherwise in connection with the Merger, the Merger Agreement or any of the transactions contemplated by the Merger Agreement, including any separate class vote of any Securities, each Stockholder hereby irrevocably and unconditionally agrees to vote or to cause to be voted (in person, by proxy or otherwise) all of such Stockholder's Securities entitled to vote thereon and held by such Stockholder at the time of such vote (i) in favor of (A) the issuance of shares of Parent Common Stock in the Merger and (B) if applicable, the Merger, the Merger Agreement or any of the transactions contemplated by the Merger Agreement and (ii) against (A) any other Acquisition Proposal (whether or not a Superior Proposal) with respect to Parent, (B) any proposal for any merger, consolidation, sale of assets, business combination, share exchange, reorganization or recapitalization of Parent or any of its subsidiaries that is in competition or inconsistent with the adoption of the Merger Agreement, or any proposal to effect the foregoing that is made in opposition to or in competition with the transactions contemplated by the Merger Agreement, (C) any liquidation or winding up of Parent, (D) any extraordinary dividend by Parent (other than the payment of any cash dividend that Parent is expressly permitted to make under the Merger Agreement) and (E) any change in the capital structure of Parent (other than any change in capital structure resulting from the Merger or expressly permitted under the Merger Agreement). Neither the foregoing agreements of the Stockholders to vote, nor any such actual vote by the Stockholders, shall be or be deemed to be a waiver of any rights the Stockholders have pursuant to the Purchase Agreement or the Certificate of Designations nor shall any such vote or agreement to vote constitute or be deemed to constitute any consent, waiver, acknowledgement or agreement with respect to any of the matters described in the second sentence of Section 6.1.

Voting of Securities. During the period commencing on the date hereof and continuing until the earliest of (a) Purchaser hereby agrees that, prior to the Effective Time, (b) earlier to occur of the termination of the Merger Agreement in accordance with its terms and (c) termination or the consummation of this Agreement (the "Support Period")Merger, at the Parent Stockholders Meeting or at any adjournment, postponement or continuation thereof or in any other circumstances (including any other annual or special meeting of the stockholders of Parentthe Company (and at every adjournment and postponement thereof), however called, and in any written action by prior written consent of stockholders of the Company, unless otherwise directed in writing by the Board of Directors of the Company, Purchaser shall cause the Common Shares to be voted proportionally with the balance of the votes cast at such meeting of stockholders or any separate class vote) in which a vote, consent or other approval with respect to the issuance of shares of Parent Common Stock in the Merger or otherwise in connection with such written consent of stockholders of the Company on all matters relating to the Merger, the Merger Agreement or any execution and delivery by the Company of the transactions contemplated by the Merger Agreement, including any separate class vote the adoption and approval of any Securities, each Stockholder hereby irrevocably and unconditionally agrees to vote or to cause to be voted (in person, by proxy or otherwise) all of such Stockholder's Securities entitled to vote thereon and held by such Stockholder at the time of such vote (i) in favor of (A) the issuance of shares of Parent Common Stock in the Merger and (B) if applicable, the Merger, the Merger Agreement or any and the terms thereof, and each of the transactions other actions contemplated by the Merger Agreement and at such meeting of stockholders or in connection with such written consent of stockholders of the Company. (b) Commencing with the first stockholder vote or written consent after the Merger Termination Date, Purchaser hereby further agrees that, prior to the earlier of (i) the fifth anniversary of the date hereof or (ii) against the first date after the Closing on which Purchaser holds less than five percent (A5.0%) of the outstanding Common stock of the Company, at any other Acquisition Proposal meeting of the stockholders of the Company (whether or not a Superior Proposal) with respect to Parentand at every adjournment and postponement thereof), (B) however called, and in any proposal for any mergerwritten action by consent of stockholders of the Company, consolidation, sale of assets, business combination, share exchange, reorganization or recapitalization of Parent Purchaser shall cause the Common Shares or any portion thereof it holds of its subsidiaries that is record on the applicable record date to be voted either, at Purchaser’s sole discretion, in competition or inconsistent accordance with the adoption recommendation(s) of the Merger Agreement, Board of Directors of the Company set forth in the applicable definitive proxy materials or any proposal to effect information statement on all matters not identified in Section 8.4(a) above or proportionally with the foregoing that is made in opposition to balance of the votes cast at such meeting of stockholders or in competition connection with the transactions contemplated by the Merger Agreement, (C) any liquidation or winding up such written consent of Parent, (D) any extraordinary dividend by Parent (other than the payment of any cash dividend that Parent is expressly permitted to make under the Merger Agreement) and (E) any change in the capital structure of Parent (other than any change in capital structure resulting from the Merger or expressly permitted under the Merger Agreement). Neither the foregoing agreements stockholders of the Stockholders to vote, nor any such actual vote by the Stockholders, shall be or be deemed to be a waiver of any rights the Stockholders have pursuant to the Purchase Agreement or the Certificate of Designations nor shall any such vote or agreement to vote constitute or be deemed to constitute any consent, waiver, acknowledgement or agreement with respect to Company. (c) Each certificate representing any of the matters described in Common Shares bear the second sentence of following legend until Purchaser’s obligations under this Section 6.18.4 have expired: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF AN AGREEMENT WHICH PLACES CERTAIN RESTRICTIONS ON THE VOTING OF THE SHARES REPRESENTED HEREBY. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE UPON WRITTEN REQUEST TO SOLEXA, INC. AT ITS PRINCIPAL PLACE OF BUSINESS.”

Voting of Securities. During From and after the period commencing on the date hereof and continuing Closing Date until the earliest later of (ai) the Effective Time, fifth (b5th) termination anniversary of the Merger Agreement Closing Date and (ii) the expiration of the Standstill Period, in any vote or action by written consent of the shareholders of the Company, except as provided by Section 5.4, the Investor shall, and shall cause its Affiliates to, vote or execute a written consent with respect to all voting securities of the Company as to which it is entitled to vote or execute a written consent (A) in accordance with its terms the recommendation of a majority of the Company’s board of directors, including the Designated Director, solely with respect to (i) the election of directors, provided that such directors are unanimously recommended by the Company’s board of directors, excluding the Designated Director; (ii) the approval of the Company’s auditor; (iii) the approval of, on a non-binding, advisory basis, the compensation of the Company’s named executive officers; (iv) the approval of an increase to the number of shares reserved for issuance or the issuance of shares under the Plans; (v) within the parameters of Rule 13.36 of the HK Listing Rules, the approval of the granting of a share issue mandate to the Company’s board of directors to issue, allot or deal with unissued Ordinary Shares and/or American Depositary Shares up to the next annual general meeting of shareholders of the Company, subject to the conditions described in the Company’s definitive proxy statement; and (cvi) termination subject to the Company’s compliance with Section 5.16, the authorization of the Company and its underwriters, in their sole discretion, to allocate to each of Xxxxx Bros. Advisors LP and Xxxxxxxxx Capital Management, Ltd. and parties affiliated with each of them (the “Existing Shareholders”), up to a maximum amount of shares in order to maintain the same shareholding percentage of each of the Existing Shareholders (based on the then-outstanding share capital of the Company) before and after the allocation of the corresponding securities issued pursuant to an offering for a period of five years, which period will be subject to an extension on a rolling basis each year, conditional on the approval of the shareholders who are not Existing Shareholders, subject to the conditions described in the Company’s definitive proxy statement, provided that, to the extent permissible by the HK Listing Rules and subject to the Company’s ability to obtain any necessary waiver thereunder to seek shareholder approval therefor, any such authorization or a similar authorization provides for an allocation to the Investor in the same manner as the Existing Shareholders, and (B) in accordance with and proportional to the votes cast by shareholders entitled to vote other than the Investor, in any matter that arises as a result of a conflict due to the Collaboration Agreement. In furtherance of this Agreement Section 5.3, the Investor shall, and shall cause its Affiliates to, if and when requested by the Company from time to time, promptly execute and deliver to the Company an irrevocable proxy, substantially in the form of Exhibit B attached hereto, and irrevocably appoint the Company or its designees, with full power of substitution, its attorney, agent and proxy to vote (or cause to be voted) or to give consent with respect to, all of the "Support Period")voting securities of the Company as to which the Investor or Affiliate of the Investor is entitled to vote, in the manner and with respect to the matters set forth in this Section 5.3. The Investor acknowledges, and shall cause its Affiliates to acknowledge, that any such proxy executed and delivered shall be coupled with an interest, shall constitute, among other things, an inducement for the Company to enter into this Agreement, shall be irrevocable and binding on any successor in interest of the Investor or Affiliate of the Investor, as applicable, and shall not be terminated by operation of Law upon the occurrence of any event. Such proxy shall operate to revoke and render void any prior proxy as to any voting securities of the Company heretofore granted by the Investor or its Affiliate, as applicable, to the extent it is inconsistent herewith. Notwithstanding the foregoing, the irrevocable proxy shall be effective if, at the Parent Stockholders Meeting or at any adjournment, postponement or continuation thereof or in any other circumstances (including any other annual or special meeting of the stockholders shareholders of Parentthe Company (or any consent in lieu thereof) and at any adjournments or postponements of any such meetings, any the Investor (A) fails to appear or otherwise fails to cause its voting securities of the Company to be counted as present for purposes of calculating a quorum, or (B) fails to vote such voting securities in accordance with this Section 5.3, in each case at least five (5) Business Days prior to the proxy voting deadline for such shareholders’ meeting (or within five (5) Business Days prior to the proxy voting deadline for an action to be taken by prior written consent or any separate class vote) in which a vote, consent or other approval with respect to the issuance of shares of Parent Common Stock in the Merger or otherwise in connection with the Merger, the Merger Agreement or any of the transactions contemplated by the Merger Agreement, including any separate class vote of any Securities, each Stockholder hereby irrevocably and unconditionally agrees to vote or to cause to be voted (in person, by proxy or otherwise) all lieu of such Stockholder's Securities entitled to vote thereon and held by such Stockholder at shareholders’ meeting). Such proxy shall terminate upon the time later of such vote (i) in favor of the fifth (A5th) the issuance of shares of Parent Common Stock in the Merger and (B) if applicable, the Merger, the Merger Agreement or any anniversary of the transactions contemplated by the Merger Agreement Closing Date and (ii) against (A) any other Acquisition Proposal (whether or not a Superior Proposal) with respect to Parent, (B) any proposal for any merger, consolidation, sale of assets, business combination, share exchange, reorganization or recapitalization of Parent or any of its subsidiaries that is in competition or inconsistent with the adoption expiration of the Merger Agreement, or any proposal to effect the foregoing that is made in opposition to or in competition with the transactions contemplated by the Merger Agreement, (C) any liquidation or winding up of Parent, (D) any extraordinary dividend by Parent (other than the payment of any cash dividend that Parent is expressly permitted to make under the Merger Agreement) and (E) any change in the capital structure of Parent (other than any change in capital structure resulting from the Merger or expressly permitted under the Merger Agreement). Neither the foregoing agreements of the Stockholders to vote, nor any such actual vote by the Stockholders, shall be or be deemed to be a waiver of any rights the Stockholders have pursuant to the Purchase Agreement or the Certificate of Designations nor shall any such vote or agreement to vote constitute or be deemed to constitute any consent, waiver, acknowledgement or agreement with respect to any of the matters described in the second sentence of Section 6.1Standstill Period.

Voting of Securities. During From and after the period commencing on the date hereof and continuing Closing Date until the earliest later of (ai) the Effective Time, fifth (b5th) termination anniversary of the Merger Agreement Closing Date and (ii) the expiration of the Standstill Period, in any vote or action by written consent of the shareholders of the Company, except as provided by Section 5.4, the Investor shall, and shall cause its Affiliates to, vote or execute a written consent with respect to all voting securities of the Company as to which it is entitled to vote or execute a written consent (A) in accordance with its terms and (c) termination the recommendation of this Agreement (the "Support Period"), at the Parent Stockholders Meeting or at any adjournment, postponement or continuation thereof or in any other circumstances (including any other annual or special meeting a majority of the stockholders Company's board of Parentdirectors, any action by prior written consent or any separate class vote) in which a vote, consent or other approval solely with respect to (i) the election of directors, provided that such directors are unanimously recommended by the Company's board of directors; (ii) the approval of the Company's auditor; (iii) the approval of, on a non-binding, advisory basis, the compensation of the Company's named executive officers; (iv) the approval of an increase to the number of shares reserved for issuance or the issuance of shares under the Plans; (v) within the parameters of Parent Common Stock Rule 13.36 of the HK Listing Rules, the approval of the granting of a share issue mandate to the Company's board of directors to issue, allot or deal with unissued Ordinary Shares and/or American Depositary Shares up to the next annual general meeting of shareholders of the Company, subject to the conditions described in the Merger or otherwise in connection Company's definitive proxy statement; and (vi) subject to the Company's compliance with the MergerSection 5.16, the Merger Agreement or any authorization of the transactions contemplated Company and its underwriters, in their sole discretion, to allocate to each of Xxxxx Bros. Advisors LP and Xxxxxxxxx Capital Management, Ltd. and parties affiliated with each of them (the “Existing Shareholders”), up to a maximum amount of shares in order to maintain the same shareholding percentage of each of the Existing Shareholders (based on the then-outstanding share capital of the Company) before and after the allocation of the corresponding securities issued pursuant to an offering for a period of five years, which period will be subject to an extension on a rolling basis each year, conditional on the approval of the shareholders who are not Existing Shareholders, subject to the conditions described in the Company’s definitive proxy statement, provided that, to the extent permissible by the Merger AgreementHK Listing Rules and subject to the Company's ability to obtain any necessary waiver thereunder to seek shareholder approval therefor, including any separate class vote of any Securities, each Stockholder hereby irrevocably and unconditionally agrees such authorization or a similar authorization provides for an allocation to vote or to cause to be voted (in person, by proxy or otherwise) all of such Stockholder's Securities entitled to vote thereon and held by such Stockholder at the time of such vote (i) in favor of (A) the issuance of shares of Parent Common Stock Investor in the Merger same manner as the Existing Shareholders, and (B) if applicable, in accordance with and proportional to the Merger, the Merger Agreement or any of the transactions contemplated votes cast by the Merger Agreement and (ii) against (A) any other Acquisition Proposal (whether or not a Superior Proposal) with respect shareholders entitled to Parent, (B) any proposal for any merger, consolidation, sale of assets, business combination, share exchange, reorganization or recapitalization of Parent or any of its subsidiaries that is in competition or inconsistent with the adoption of the Merger Agreement, or any proposal to effect the foregoing that is made in opposition to or in competition with the transactions contemplated by the Merger Agreement, (C) any liquidation or winding up of Parent, (D) any extraordinary dividend by Parent (vote other than the payment Investor, in any matter that arises as a result of any cash dividend that Parent is expressly permitted to make under the Merger Agreement) and (E) any change in the capital structure of Parent (other than any change in capital structure resulting from the Merger or expressly permitted under the Merger Agreement). Neither the foregoing agreements of the Stockholders to vote, nor any such actual vote by the Stockholders, shall be or be deemed to be a waiver of any rights the Stockholders have pursuant conflict due to the Purchase Agreement or the Certificate of Designations nor shall any such vote or agreement to vote constitute or be deemed to constitute any consent, waiver, acknowledgement or agreement with respect to any of the matters described in the second sentence of Section 6.1Collaboration Agreement.

Voting of Securities. During the period commencing on the date hereof and continuing until the earliest of (a) The Safeguard Entities shall vote the Effective TimeSecurities they own of record, or beneficially own, in favor of the NASDAQ Stockholder Approval (which affirmative vote may be in the form of a written consent, as may be requested by the Company). (b) termination Unless (i) mutually agreed to by Oak and the Safeguard Entities, (ii) the net proceeds (to the extent consisting of cash or securities listed on a national securities exchange) per share of Common Stock of the Merger Agreement Company received at the closing of any transaction described in accordance this Section 4(b) will be equal to or greater than $3.80 (as adjusted for any stock split, consolidation, reorganization, merger, dissolution and the like with its terms and (c) termination of this Agreement (the "Support Period"respect to such shares), or (iii) the transaction is approved by at least two-thirds (2/3) of the Parent Stockholders Meeting members of the Board of Directors of the Company (each, an “Approved Change in Control”), neither Oak nor any of the Safeguard Entities shall vote any Securities it owns of record, or at beneficially owns, in favor of a sale of all of substantially all of the consolidated assets of the Company or any adjournmentmerger, postponement consolidation or continuation thereof or in any other circumstances (including any other annual or special meeting similar transaction requiring a vote of the stockholders of Parent, any action by the Company where the holders of capital stock of the Company immediately prior written consent to such transaction will hold 50% or any separate class vote) in which a vote, consent less of the voting power of the Company surviving such transaction (or other approval Person which is the issuer of the capital stock into which the capital stock of the Company is converted or exchanged in such transaction). Notwithstanding anything to the contrary contained herein, this provision shall be of no further force or effect beyond December 31, 2010. (c) Neither Oak nor any Safeguard Entity will: (i) grant any proxy, power of attorney or other authorization or consent in or with respect to the issuance of shares of Parent Common Stock Securities; (ii) deposit Securities into a voting trust or enter into a voting agreement or arrangement with respect to Securities; or (iii) take any other action with respect to Securities that would in the Merger any way restrict, limit or otherwise in connection interfere with the Merger, the Merger Agreement performance of its obligations hereunder or any of the transactions contemplated by the Merger Agreement, including any separate class vote of any Securities, each Stockholder hereby irrevocably and unconditionally agrees to vote or to cause to be voted (in person, by proxy or otherwise) all of such Stockholder's Securities entitled to vote thereon and held by such Stockholder at the time of such vote (i) in favor of (A) the issuance of shares of Parent Common Stock in the Merger and (B) if applicable, the Merger, the Merger Agreement or any of the transactions contemplated by the Merger Agreement and (ii) against (A) any other Acquisition Proposal (whether or not a Superior Proposal) with respect to Parent, (B) any proposal for any merger, consolidation, sale of assets, business combination, share exchange, reorganization or recapitalization of Parent or any of its subsidiaries that is in competition or inconsistent with the adoption of the Merger Agreement, or any proposal to effect the foregoing that is made in opposition to or in competition with the transactions contemplated by the Merger Agreement, (C) any liquidation or winding up of Parent, (D) any extraordinary dividend by Parent (other than the payment of any cash dividend that Parent is expressly permitted to make under the Merger Agreement) and (E) any change in the capital structure of Parent (other than any change in capital structure resulting from the Merger or expressly permitted under the Merger Agreement). Neither the foregoing agreements of the Stockholders to vote, nor any such actual vote by the Stockholders, shall be or be deemed to be a waiver of any rights the Stockholders have pursuant to the Purchase Agreement or the Certificate of Designations nor shall any such vote or agreement to vote constitute or be deemed to constitute any consent, waiver, acknowledgement or agreement with respect to any of the matters described in the second sentence of Section 6.1hereby.

Voting of Securities. During From and after the period commencing on Closing and until the date hereof on which the Investor and continuing until the earliest of any Permitted Transferees together beneficially own less than ten percent (a10%) the Effective Time, (b) termination of the Merger Shares of Then Outstanding Common Stock (the “Voting Agreement Term”), the Investor shall, and shall cause any Permitted Transferees to, vote or execute a written consent with respect to the Purchased Shares, in the sole discretion of the Investor, in accordance with its terms the recommendation of the Company’s Board of Directors solely with respect to (i) the election of directors, provided that such directors are unanimously recommended by the Company’s Board of Directors; (ii) the approval of the Company’s auditor; (iii) the approval of, on a non-binding, advisory basis, the compensation of the Company’s named executive officers; and (civ) termination the approval of an increase to the number of shares reserved for issuance or the issuance of shares under the Company’s equity compensation or share plans for employees, consultants and directors. In furtherance of this Agreement Section 5.1, the Investor hereby irrevocably appoints the Company and any individuals designated by the Company (such designated individuals to be limited to the President and Chief Executive Officer, Chief Financial Officer or Secretary of the Company), and each of them individually, as the attorneys, agents and proxies, with full power of substitution and re-substitution in each of them, for the Investor, and in the name, place and stead of the Investor, to vote (or cause to be voted) in such manner as set forth in this Section 5.1 with respect to the Purchased Shares to which the Investor 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 (the "Support Period"“Irrevocable Proxy”); provided that, this Irrevocable Proxy shall only be effective and exercisable if, at the Parent Stockholders Meeting or at any adjournment, postponement or continuation thereof or in any other circumstances (including any other annual or special meeting of the stockholders of Parentthe Company and at any adjournments or postponements of any such meetings, the Investor (i) fails to appear or otherwise fails to cause its voting securities of the Company to be counted as present for purposes of calculating a quorum, or (ii) fails to vote such voting securities in accordance with this Section 5.1, in each case at least five (5) Business Days prior to the date of such stockholders’ meeting. This Irrevocable Proxy is coupled with an interest, shall be irrevocable and binding on any action successor-in-interest of the Investor and shall not be terminated by operation of law upon the occurrence of any event. This Irrevocable Proxy shall operate to revoke and render void any prior written consent proxy as to voting securities heretofore granted by the Investor which is inconsistent herewith. The Irrevocable Proxy shall terminate upon the expiration or termination of the Voting Agreement Term. The Investor shall cause any separate class votePermitted Transferee to promptly execute and deliver to the Company an irrevocable proxy, substantially in the form of Exhibit B attached hereto, and irrevocably appoint the Company and any individuals designated by the Company, and each of them individually, with full power of substitution and resubstitution, as its attorney, agent and proxy to vote (or cause to be voted) in such Purchased Shares of the Company as to which a such Permitted Transferee is entitled to vote, consent in such manner as each such attorney, agent and proxy or other approval his substitute shall in its, his or her sole discretion deem appropriate or desirable with respect to the issuance of shares of Parent Common Stock matters set forth in this Section 5.1 (the Merger or otherwise in connection with the Merger, the Merger Agreement or any of the transactions contemplated by the Merger Agreement, including any separate class vote of any Securities, each Stockholder hereby irrevocably and unconditionally agrees to vote or to cause to be voted (in person, by proxy or otherwise) all of such Stockholder's Securities entitled to vote thereon and held by such Stockholder at the time of such vote (i) in favor of (A) the issuance of shares of Parent Common Stock in the Merger and (B) if applicable, the Merger, the Merger Agreement or any of the transactions contemplated by the Merger Agreement and (ii) against (A) any other Acquisition Proposal (whether or not a Superior Proposal) with respect to Parent, (B) any proposal for any merger, consolidation, sale of assets, business combination, share exchange, reorganization or recapitalization of Parent or any of its subsidiaries that is in competition or inconsistent with the adoption of the Merger Agreement, or any proposal to effect the foregoing that is made in opposition to or in competition with the transactions contemplated by the Merger Agreement, (C) any liquidation or winding up of Parent, (D) any extraordinary dividend by Parent (other than the payment of any cash dividend that Parent is expressly permitted to make under the Merger Agreement) and (E) any change in the capital structure of Parent (other than any change in capital structure resulting from the Merger or expressly permitted under the Merger Agreement“Permitted Transferee Irrevocable Proxy”). Neither the foregoing agreements of the Stockholders The Investor acknowledges, and shall cause any Permitted Transferees to voteacknowledge, nor that any such actual vote by proxy executed and delivered shall be coupled with an interest, shall constitute, among other things, an inducement for the StockholdersCompany to enter into this Agreement, shall be irrevocable and binding on any successor-in-interest of such Permitted Transferee and shall not be terminated by operation of Law upon the occurrence of any event. Such proxy shall operate to revoke and render void any prior proxy as to any voting securities of the Company heretofore granted by such Permitted Transferee, to the extent it is inconsistent herewith. The Investor acknowledges and agrees that it shall be a condition to any proposed transfer of voting securities of the Company by the Investor to such Permitted Transferee that such Permitted Transferee execute and deliver to the Company a Permitted Transferee Irrevocable Proxy, and that any purported transfer shall be void and of no force or effect if such Permitted Transferee Irrevocable Proxy is not so executed and delivered at the closing of such transfer. Such proxy shall terminate upon the earlier of the expiration or termination of the Voting Agreement Term. The Investor acknowledges and agrees that it shall be deemed a condition to any proposed transfer of voting securities of the Company by the Investor to any Permitted Transferee during the Voting Agreement Term that such Permitted Transferee shall agree in writing to be a waiver subject to and bound by all restrictions and obligations set forth in this Section 5.1. In the event the Company’s stockholders are permitted to act by written consent, the Company and the Investor shall each negotiate in good faith with the other provisions as consistent as possible with the foregoing to govern the voting of any rights the Stockholders have pursuant Investor’s and its Permitted Transferees’ Purchased Shares as closely as practicable to the Purchase Agreement or the Certificate of Designations nor shall any such vote or agreement to vote constitute or be deemed to constitute any consent, waiver, acknowledgement or agreement with respect to any of the matters described in the second sentence of Section 6.1foregoing.

Voting of Securities. During the period commencing on Voting Agreement Term, other than as permitted by Section 5.2 with respect to Extraordinary Matters, in any vote or action by written consent of the date hereof stockholders of the Company (including, without limitation, with respect to the election of directors), the Investor shall, and continuing until shall cause any Permitted Transferees to, vote or execute a written consent with respect to the earliest Purchased Shares, in the sole discretion of the Investor, either (a) in accordance with the Effective Time, recommendation of the Company’s Board of Directors or (b) termination in the case of a meeting of stockholders, if the Investor or a Permitted Transferee has delivered written notice to the Company at any time prior to the vote on any given matter (but in any event not less than five (5) Business Days prior to such vote), setting forth its intent to vote pursuant to this clause (b), in the same proportion as the votes cast by all other holders of all classes of voting securities of the Merger Agreement Company (as estimated by the inspector of election immediately prior to the closing of the polls with respect to the vote on any given matter, subject to adjustment for the inspector of election’s final tabulation of votes cast). In the event that the Investor or a Permitted Transferee does not deliver timely written notice to the Company as provided in Section 5.1(b), such Person shall be deemed to have elected to vote the Purchased Shares of the Company as to which it is entitled to vote as provided in clause (a) above. In furtherance of this Section 5.1, the Investor hereby irrevocably appoints the Company and any individuals designated by the Company (such designated individuals to be limited to the Chairman, Chief Executive Officer, Chief Financial Officer or Secretary of the Company), and each of them individually, as the attorneys, agents and proxies, with full power of substitution and re-substitution in each of them, for the Investor, and in the name, place and stead of the Investor, to vote (or cause to be voted) in such manner as set forth in this Section 5.1 (but in any case, (i) in accordance with its terms any written instruction from the Investor, properly delivered under this Section 5.1, to vote as contemplated by clause (b) above, and (cii) termination excluding any matter that is an Extraordinary Matter described in Section 5.2) with respect to the Purchased Shares to which the Investor is or may be entitled to vote at any meeting of this Agreement the Company held after the date hereof, whether annual or special and whether or not an adjourned meeting (the "Support Period"“Irrevocable Proxy”). This Irrevocable Proxy is coupled with an interest, shall be irrevocable and binding on any successor in interest of the Investor and shall not be terminated by operation of law upon the occurrence of any event. This Irrevocable Proxy shall operate to revoke and render void any prior proxy as to voting securities heretofore granted by the Investor which is inconsistent herewith. Notwithstanding the foregoing, the Irrevocable Proxy shall be effective if, at the Parent Stockholders Meeting or at any adjournment, postponement or continuation thereof or in any other circumstances (including any other annual or special meeting of the stockholders of Parentthe Company and at any adjournments or postponements of any such meetings, the Investor (A) fails to appear or otherwise fails to cause its voting securities of the Company to be counted as present for purposes of calculating a quorum, or (B) fails to vote such voting securities in accordance with this Section 5.1, in each case at least two (2) Business Days prior to the date of such stockholders’ meeting. The Irrevocable Proxy shall terminate upon the earlier of the expiration or termination of the Voting Agreement Term. The Investor shall cause any action Permitted Transferee to promptly execute and deliver to the Company an irrevocable proxy, substantially in the form of Exhibit A attached hereto, and irrevocably appoint the Company and any individuals designated by prior written consent the Company, and each of them individually, with full power of substitution and resubstitution, as its attorney, agent and proxy to vote (or any separate class votecause to be voted) in such Purchased Shares of the Company as to which a such Permitted Transferee is entitled to vote, consent in such manner as each such attorney, agent and proxy or other approval his substitute shall in its, his or her sole discretion deem appropriate or desirable with respect to the issuance of shares of Parent Common Stock matters set forth in this Section 5.1 (the Merger or otherwise in connection with the Merger, the Merger Agreement or any of the transactions contemplated by the Merger Agreement, including any separate class vote of any Securities, each Stockholder hereby irrevocably and unconditionally agrees to vote or to cause to be voted (in person, by proxy or otherwise) all of such Stockholder's Securities entitled to vote thereon and held by such Stockholder at the time of such vote (i) in favor of (A) the issuance of shares of Parent Common Stock in the Merger and (B) if applicable, the Merger, the Merger Agreement or any of the transactions contemplated by the Merger Agreement and (ii) against (A) any other Acquisition Proposal (whether or not a Superior Proposal) with respect to Parent, (B) any proposal for any merger, consolidation, sale of assets, business combination, share exchange, reorganization or recapitalization of Parent or any of its subsidiaries that is in competition or inconsistent with the adoption of the Merger Agreement, or any proposal to effect the foregoing that is made in opposition to or in competition with the transactions contemplated by the Merger Agreement, (C) any liquidation or winding up of Parent, (D) any extraordinary dividend by Parent (other than the payment of any cash dividend that Parent is expressly permitted to make under the Merger Agreement) and (E) any change in the capital structure of Parent (other than any change in capital structure resulting from the Merger or expressly permitted under the Merger Agreement“Permitted Transferee Irrevocable Proxy”). Neither the foregoing agreements of the Stockholders The Investor acknowledges, and shall cause any Permitted Transferees to voteacknowledge, nor that any such actual vote by proxy executed and delivered shall be coupled with an interest, shall constitute, among other things, an inducement for the StockholdersCompany to enter into this Agreement, shall be irrevocable and binding on any successor in interest of such Permitted Transferee and shall not be terminated by operation of Law upon the occurrence of any event. Such proxy shall operate to revoke and render void any prior proxy as to any voting securities of the Company heretofore granted by such Permitted Transferee, to the extent it is inconsistent herewith. The Investor acknowledges and agrees that it shall be a condition to any proposed transfer of voting securities of the Company by the Investor to such Permitted Transferee that such Permitted Transferee execute and deliver to the Company a Permitted Transferee Irrevocable Proxy, and that any purported transfer shall be void and of no force or effect if such Permitted Transferee Irrevocable Proxy is not so executed and delivered at the closing of such transfer. Such proxy shall terminate upon the earlier of the expiration or termination of the Voting Agreement Term. The Investor acknowledges and agrees that it shall be deemed a condition to any proposed transfer of voting securities of the Company by the Investor to any Permitted Transferee during the Voting Agreement Term that such Permitted Transferee shall agree in writing to be a waiver subject to and bound by all restrictions and obligations set forth in this Section 5.1. In the event the Company’s stockholders are permitted to act by written consent, the Company and the Investor shall each negotiate in good faith with the other provisions as consistent as possible with the foregoing to govern the voting of any rights the Stockholders have pursuant Investor’s and its Permitted Transferees’ Shares of Then Outstanding Common Stock as closely as practicable to the Purchase Agreement or the Certificate of Designations nor shall any such vote or agreement to vote constitute or be deemed to constitute any consent, waiver, acknowledgement or agreement with respect to any of the matters described in the second sentence of Section 6.1foregoing.