Common use of Voting of Securities Clause in Contracts

Voting of Securities. Stockholder hereby agrees to appear, or cause the holder of record on any applicable record date to appear, for the purpose of obtaining a quorum at any annual or special meeting of stockholders of the Company and at any postponement or adjournment thereof. At every meeting of the stockholders of the Company, and at every postponement or adjournment thereof, and on every action or approval by written consent of the stockholders of the Company, Stockholder hereby irrevocably agrees to vote the Securities, or cause the Securities to be voted, (a) in favor of approval and adoption of the Merger Agreement and the approval of the Merger and all other actions contemplated by the Merger Agreement and this Agreement and any action required in furtherance thereof or hereof and (b) against: (i) any Acquisition Proposal; (ii) any dissolution, liquidation or winding up of or by the Company or any of its subsidiaries or the amendment of the Company's or any of its subsidiaries' certificate of incorporation or by-laws; or (iii) any proposal or transaction which would (x) in any manner impede, frustrate, delay, prevent, nullify or adversely affect any transaction contemplated by the Merger Agreement (including the Merger) or the likelihood of consummation thereof, (y) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or (z) would result in any of the conditions to the Company's or Parent's obligations under the Merger Agreement not being fulfilled. Stockholder shall not commit or agree to take any action, or enter into any agreement or understanding with any person, the effect of which would be inconsistent with or violative of any provision contained in this Section 2.

Voting of Securities. Stockholder hereby agrees to appear(a) Until the Expiration Time, at every annual, special or other meeting of the stockholders of the Company called, and at every adjournment or postponement thereof, each Equityholder shall, or shall cause the holder of record on any applicable record date to appear(i) if applicable, appear at each such meeting or otherwise cause all of such Equityholder’s Covered Securities entitled to vote to be counted as present thereat for the purpose purposes of obtaining calculating a quorum at any annual or special meeting of stockholders of the Company and at any postponement or adjournment thereof. At every meeting of the stockholders of the Companyquorum, and at every postponement (ii) vote all Covered Securities beneficially owned or adjournment thereof, controlled by Equityholder and on every action or approval by written consent of the stockholders of the Company, Stockholder hereby irrevocably agrees entitled to vote the Securities, or cause the Securities to be voted, (aA) in favor of approval and adoption of the Merger Agreement and the approval of the Merger and all other actions contemplated by Agreement, the Merger Agreement and this Agreement Separation Agreement, the approval of the Transactions and any action actions required in furtherance thereof and hereof, , (B) in favor of the approval of any proposal to adjourn or hereof postpone the meeting of the Stockholders to a later date, if there are not sufficient votes for the adoption and approval of the Merger Agreement, the Separation Agreement and the Transactions or such other transaction on the date on which such meeting is held, and (bC) against: against (ix) any Acquisition Proposal; action or agreement which would reasonably be expected to in any material respect impede, interfere with or prevent the Transactions, including, but not limited to, any other extraordinary corporate transaction, including any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend or liquidation involving the Company and any Person (iiother than Parent, Merger Sub or their Affiliates), or any other proposal of any Person (other than Parent, Merger Sub or their Affiliates) any dissolution, liquidation or winding up of or by to acquire the Company or any of its subsidiaries all or the amendment substantially all of the Company's or any of its subsidiaries' certificate of incorporation or by-laws; or (iii) any proposal or transaction which would (x) in any manner impede, frustrate, delay, prevent, nullify or adversely affect any transaction contemplated by the Merger Agreement (including the Merger) or the likelihood of consummation assets thereof, and (y) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of such Equityholder under this Agreement. (b) Notwithstanding the Company under foregoing, each Equityholder shall retain at all times the Merger right to vote the Covered Securities held by such Equityholder in its sole discretion and without any other limitation on those matters other than those set forth in this Agreement that are at any time or from time to time presented for consideration to the Stockholders generally. (zc) would result Each Equityholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy shall automatically be revoked), as its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Covered Securities in any accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the conditions duties of such Equityholder under this Agreement. Such Equityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by such Equityholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by such Equityholder with respect to the Company's or Parent's obligations under Covered Securities. The power of attorney granted by such Equityholder herein is a durable power of attorney and shall survive the Merger Agreement not being fulfilled. Stockholder shall not commit or agree to take any actionbankruptcy, death, or enter into any agreement or understanding with any person, incapacity of such Equityholder. The proxy and power of attorney granted hereunder shall terminate upon the effect termination of which would be inconsistent with or violative of any provision contained in this Section 2Agreement.

Voting of Securities. Stockholder hereby agrees to appear, or cause the holder of record on any applicable record date to appear, for the purpose of obtaining a quorum at any annual or special meeting of stockholders of the Company and at any postponement or adjournment thereof. At every meeting of the stockholders of the Company, and at every postponement or adjournment thereof, and on every action or approval by written consent of the stockholders of the Company, Stockholder hereby irrevocably agrees to vote the Securities, or cause the Securities to be voted, (a) in favor of approval and adoption of the Merger Agreement and the approval of the Merger and all other actions contemplated by the Merger Agreement and this Agreement and any action required in furtherance thereof or hereof and (b) against: against (i) any Acquisition Proposal; , (ii) any dissolution, liquidation or winding up of or by the Company or and (iii) any of its subsidiaries or the amendment of the Company's or any of its subsidiaries' certificate of incorporation or by-laws; laws or (iii) any other proposal or transaction involving the Company, which amendment or other proposal or transaction would (x) in any manner impede, frustrate, delay, prevent, nullify or adversely affect any transaction contemplated by the Merger Agreement (including the Merger) or the likelihood of consummation thereof, (y) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or (z) would result in any of the conditions to the Company's or Parent's obligations under the Merger Agreement not being fulfilled. Stockholder shall not commit or agree to take any action, or enter into any agreement or understanding with any person, the effect of which would be inconsistent with or violative of any provision contained in this Section 2.

Voting of Securities. Stockholder Shareholder hereby agrees that, during the period commencing on the date hereof and continuing until the first to appearoccur of (a) the Effective Time, or (b) termination of this Agreement in accordance with its terms, in connection with the Consent Solicitation, Shareholder will vote or consent (or cause the holder of record on any applicable record date to appear, for the purpose of obtaining a quorum at any annual be voted or special meeting of stockholders of the Company and at any postponement or adjournment thereof. At every meeting of the stockholders of the Company, and at every postponement or adjournment thereof, and on every action or approval by written consent of the stockholders of the Company, Stockholder hereby irrevocably agrees to vote consented) the Securities, or cause the Securities to be voted, : (aA) in favor of approval and the adoption of the Merger Agreement and the approval of the Millennium Merger and all the other actions transactions contemplated by the Merger Agreement and this Agreement and any action actions required in furtherance thereof or hereof and (b) against: (i) any Acquisition Proposalhereof; (iiB) against any dissolution, liquidation action or winding up of or by the Company or any of its subsidiaries or the amendment of the Company's or any of its subsidiaries' certificate of incorporation or by-laws; or (iii) any proposal or transaction which agreement that would (x) in any manner impede, frustrate, delay, prevent, nullify or adversely affect any transaction contemplated by the Merger Agreement (including the Merger) or the likelihood of consummation thereof, (y) result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (zC) would result except as otherwise agreed to in writing in advance by Parent in its sole discretion, against the following actions (other than the Millennium Merger and the transactions contemplated by this Agreement and the Merger Agreement): (1) any change in a majority of the conditions persons who constitute the board of directors of the Company; (2) any material change in the present capitalization of the Company, including without limitation any proposal to sell a substantial equity interest in the Company; (3) any amendment of the Company's Articles of Incorporation or ParentBy-laws; (4) any other change in the Company's obligations under corporate structure or business; or (5) any other action which, in the case of each of the matters referred to in clauses (1), (2), (3) or (4), is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or materially adversely affect the Millennium Merger and the transactions contemplated by this Agreement and the Merger Agreement Agreement. Shareholder may not being fulfilled. Stockholder shall not commit or agree to take any action, or enter into any agreement or understanding with any person, person the effect of which would be inconsistent with or violative of any provision contained in this Section 27. Section 8.

Voting of Securities. Stockholder hereby agrees to appear, or cause the holder of record on any applicable record date to appear, for the purpose of obtaining a quorum at any annual or special meeting of stockholders of the Company and at any postponement or adjournment thereof. At every meeting of the stockholders of the Company, and at every postponement or adjournment thereof, and on every action or approval by written consent of the stockholders of the Company, Stockholder hereby irrevocably agrees to vote the Securities, or cause the Securities to be voted, (a) in favor of approval and adoption of the Merger Agreement and the approval of the Merger and all other actions contemplated by the Merger Agreement and this Agreement and any action required in furtherance thereof or hereof and (b) against: (i) any Acquisition Proposal; (ii) any dissolution, liquidation or winding up of or by the Company or any of its subsidiaries or the amendment of the Company's ’s or any of its subsidiaries' ’ certificate of incorporation or by-laws; or (iii) any proposal or transaction which would (x) in any manner impede, frustrate, delay, prevent, nullify or adversely affect any transaction contemplated by the Merger Agreement (including the Merger) or the likelihood of consummation thereof, (y) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or (z) would result in any of the conditions to the Company's ’s or Parent's ’s obligations under the Merger Agreement not being fulfilled. Stockholder shall not commit or agree to take any action, or enter into any agreement or understanding with any person, the effect of which would be inconsistent with or violative of any provision contained in this Section 2.