Common use of Voting of Shares; Further Assurances Clause in Contracts

Voting of Shares; Further Assurances. Stockholder agrees to cause the Owned Shares to be voted as follows: (i) against any proposal for any recapitalization, merger, sale of assets or other business combination between the Company and any person or entity (other than the Transactions) or any other action or agreement that (x) would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Transaction Agreement, (y) could result in any of the conditions to the Company's obligations under the Transaction Agreement not being fulfilled or (z) could otherwise impair the ability of Parent or Purchaser to exercise any of the Options and (ii) in favor of any other matter relating to consummation of the Transactions. Stockholder further agrees to cause such Owned Shares to be voted in accordance with the foregoing. Stockholder acknowledges receipt and review of a copy of the Transaction Agreement.