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

Voting of Shares; Further Assurances. (a) Each Stockholder, by this Agreement, with respect to its Shares, does hereby constitute and appoint Sub and Acquiror, or any nominee of Sub and Acquiror, with full power of substitution, from the date hereof to the earlier to occur of the termination of the Merger Agreement or the Effective Time, as its true and lawful attorney and proxy (its "Proxy"), for and in its name, place and stead, to vote each of such Shares as its Proxy, at every annual, special or adjourned meeting of the stockholders of the Company, including the right to sign its name (as stockholder) to any consent, certificate or other document relating to the Company that the law of the State of Delaware may permit or require: (i) in favor of the Merger, the Merger Agreement (as amended from time to time) and the transactions contemplated by the Merger Agreement; (ii) against any Acquisition Proposal for any recapitalization, merger (other than the Merger), sale of assets or other business combination between the Company and any person or entity (other than Acquiror or Sub) or any other action or agreement that would result in a breach of any covenant or any other obligation or agreement of the Company under the Merger Agreement or which could result in any of the conditions to the Merger Agreement not being fulfilled; and (iii) against (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries, (B) any sale, lease, or transfer by the Company of a material amount of assets (including stock) of the Company or any of its Subsidiaries, or a reorganization, restructuring, recapitalization, special dividend, dissolution or liquidation of the Company or any of its Subsidiaries; or (C) (1) any change in a majority of the persons who constitute the board of directors of the Company or any of its Subsidiaries; (2) any change in the present capitalization of the Company or any of its Subsidiaries including any proposal to sell a substantial equity interest in the Company or any of its Subsidiaries; any amendment of the Company or any of its Subsidiaries' charters or By-laws; (4) any other change in the Company or any of its Subsidiaries' corporate structure or business; or (5) any other action which, in the case of each of the matters referred to in clauses (C)(1), (2), (3) or (4), is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or materially adversely affect the Merger and the transactions contemplated by this Agreement. THIS POWER OF ATTORNEY IS IRREVOCABLE, IS GRANTED IN CONSIDERATION OF ACQUIROR AND SUB ENTERING INTO THE MERGER AGREEMENT AND IS COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE POWER. This appointment shall revoke all prior attorneys and proxies appointed by any Stockholder at any time with respect to the Shares and no subsequent attorneys or proxies will be appointed by such Stockholder, or be effective, with respect thereto during the term of this Agreement. (a) Each Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Sub and Acquiror the power to carry out and give effect to the provisions of this Agreement. (b) Nothing contained in this Section 1.8 shall be construed to invalidate any action taken by a Stockholder in accordance with Section 1.8.

Voting of Shares; Further Assurances. (a) Each Stockholder, by this Agreement, with respect to its Sharesthose Shares that it or he owns of record, does hereby constitute and appoint Sub and AcquirorMerger Sub, or any nominee of Sub and AcquirorMerger Sub, with full power of substitution, from the date hereof to the earlier to occur of the termination of the Merger Agreement or the Effective Time, as its his true and lawful attorney and proxy (its "Proxy")proxy, for and in its name, place and stead, to vote each of such Shares as its Proxyor his proxy, at every annual, special or adjourned meeting of the stockholders of the Company, Company (including the right to sign its or his name (as stockholder) to any consent, certificate or other document relating to the Company that the law of the State of Delaware may permit be permitted or require: required by applicable law) (i) in favor of the Merger, adoption of the Merger Agreement (as amended from time to time) and approval of the Merger and the other transactions contemplated by the Merger Agreement; , (ii) against any transaction pursuant to an Acquisition Proposal for any recapitalization, merger (other than as defined in the Merger), sale of assets or other business combination between the Company and any person or entity (other than Acquiror or SubMerger Agreement) or any other action or agreement that would result in a breach of any covenant covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which could result in any of the conditions to Company's obligations under the Merger Agreement not being fulfilled; and , and (iii) except as specifically requested in writing by Merger Sub in advance, against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries, subsidiaries; (B) any a sale, lease, lease or transfer by the Company of a material amount of assets (including stock) of the Company or its subsidiaries or a reorganization, recapitalization, dissolution, liquidation or winding up of Company or any of its Subsidiaries, or a reorganization, restructuring, recapitalization, special dividend, dissolution or liquidation of the Company or any of its Subsidiariessubsidiaries; or (C) (1) any change in a majority of the persons who constitute the board of directors of the Company or any of its SubsidiariesCompany; (2D) any change in the present capitalization of the Company or any of its Subsidiaries including any proposal to sell a substantial equity interest in the Company or any of its Subsidiaries; any amendment of the Company or any Company's Certificate of its Subsidiaries' charters or By-lawsIncorporation; (4E) any other material change in the Company or any of its Subsidiaries' Company's corporate structure or business; or and (5F) any other action which, in the case of each of the matters referred to in clauses (C)(1), (2), (3) or (4), which is intended, intended or could reasonably be expected, expected to impede, interfere with, delay, postpone, discourage or materially adversely affect the Merger, the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing. No Stockholder shall enter into any agreement or understanding with any Person prior to the Termination Date (as defined below) to vote in any manner inconsistent with clause (i), (ii) or (iii) of the preceding sentence. Each Stockholder, severally itself or himself but not jointly, further agrees to cause all Shares owned by it or him beneficially to be voted in accordance with the foregoing. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. (b) If Merger Sub shall exercise its Options (as defined in Section 4.01) in accordance with the terms of this Agreement, and without additional consideration, each Stockholder shall execute and deliver further transfers, assignments, endorsements, consents and other instruments as Merger Sub may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement and the Merger Agreement. THIS POWER OF ATTORNEY IS IRREVOCABLE, IS GRANTED IN CONSIDERATION OF ACQUIROR AND SUB ENTERING INTO THE MERGER AGREEMENT AND IS COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE POWER. This appointment shall revoke including the transfer of any and all prior attorneys and proxies appointed by any Stockholder at any time with respect to the Shares and no subsequent attorneys or proxies will be appointed by of such Stockholder's Shares to Merger Sub and the release of any and all liens, or be effective, with respect thereto during the term of this Agreementclaims and encumbrances covering such Shares. (ac) Each Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Merger Sub and Acquiror the power to carry out and give effect to the provisions of this Agreement. (bd) Nothing contained in this Section 1.8 Each Stockholder shall take all such other actions as shall be construed reasonably requested by Merger Sub in order to invalidate any action taken assist in, and shall cooperate with Merger Sub in connection with, the consummation of the transactions contemplated by the Merger Agreement, including (i) participating in meetings with shareholders of Company and financing sources, (ii) soliciting proxies and (iii) providing information concerning Company to third parties. (e) Notwithstanding anything to the contrary herein, each Stockholder is only executing this Agreement in his, her or its capacity as the beneficial owner of the Shares. To the extent a Stockholder is also a Company director, such Stockholder is not making any agreement hereunder in accordance with his capacity as a Company director, and the agreements herein shall in no way restrict such Stockholder in the exercise of his fiduciary duties as a Company director. (f) The obligations of each of the Stockholders pursuant to this ARTICLE III shall terminate upon the earlier of (i) the date of termination of the Merger Agreement and (ii) the consummation of the Merger (the "TERMINATION DATE"); provided that the obligations of the Stockholders pursuant to Section 1.83.01 shall survive until the expiration of the Option Period (as defined in Section 4.01(b).

Voting of Shares; Further Assurances. (a) Each Stockholder, by this Agreement, with respect to its Shares, does hereby constitute and appoint Sub and Acquiror, or any nominee of Sub and Acquiror, with full power of substitution, from the date hereof to the earlier to occur of the termination of the Merger Agreement or the Effective Time, as its true and lawful attorney and proxy (its "Proxy"), for and in its name, place and stead, to vote each of such Shares as its Proxy, at every annual, special or adjourned meeting of the stockholders of the Company, including the right to sign its name (as stockholder) to any consent, certificate or other document relating to the Company that the law of the State of Delaware may permit or oth require: (i) in favor of the Merger, the Merger Agreement (as amended from time to time) and the transactions contemplated by the Merger Agreement; (ii) against any Acquisition Proposal for any recapitalization, merger (other than the Merger), sale of assets or other business combination between the Company and any person or entity (other than Acquiror or Sub) or any other action or agreement that would result in a breach of any covenant or any other obligation or agreement of the Company under the Merger Agreement or which could result in any of the conditions to the Merger Agreement not being fulfilled; and (iii) against (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries, (B) any sale, lease, or transfer by the Company of a material amount of assets (including stock) of the Company or any of its Subsidiaries, or a reorganization, restructuring, recapitalization, special dividend, dissolution or liquidation of the Company or any of its Subsidiaries; or (C) ) (1) any change in a majority of the persons who constitute the board of directors of the Company or any of its Subsidiaries; (2) any change in the present capitalization of the Company or any of its Subsidiaries including any proposal to sell a substantial equity interest in the Company or any of its Subsidiaries; any amendment of the Company or any of its Subsidiaries' charters or By-laws; (4) any other change in the Company or any of its Subsidiaries' corporate structure or business; or (5) any other action which, in the case of each of the matters referred to in clauses (C)(1), (2), (3) or (4), is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or materially adversely affect the Merger and the transactions contemplated by this Agreement. THIS POWER OF ATTORNEY IS IRREVOCABLE, IS GRANTED IN CONSIDERATION OF ACQUIROR AND SUB ENTERING INTO THE MERGER AGREEMENT AND IS COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE POWER. This appointment shall revoke all prior attorneys and proxies appointed by any Stockholder at any time with respect to the Shares and no subsequent attorneys or proxies will be appointed by such Stockholder, or be effective, with respect thereto during the term of this Agreement. (ab) Each Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Sub and Acquiror the power to carry out and give effect to the provisions of this Agreement. (bc) Nothing contained in this Section 1.8 shall be construed to invalidate any action taken by a Stockholder in accordance with Section 1.8.

Voting of Shares; Further Assurances. (a) Each Stockholder, by this Agreement, with respect to its Sharesthose Shares that it or he owns of record, does hereby constitute and appoint Sub and AcquirorMerger Sub, or any nominee of Sub and AcquirorMerger Sub, with full power of substitution, from the date hereof to the earlier to occur of the termination of the Merger Agreement or the Effective Time, as its his true and lawful attorney and proxy (its "Proxy")proxy, for and in its name, place and stead, to vote each of such Shares as its Proxyor his proxy, at every annual, special or adjourned meeting of the stockholders of the Company, Company (including the right to sign its or his name (as stockholder) to any consent, certificate or other document relating to the Company that the law of the State of Delaware may permit be permitted or require: required by applicable law) (i) in favor of the Merger, adoption of the Merger Agreement (as amended from time to time) and approval of the Merger and the other transactions contemplated by the Merger Agreement; , (ii) against any transaction pursuant to an Acquisition Proposal for any recapitalization, merger (other than as defined in the Merger), sale of assets or other business combination between the Company and any person or entity (other than Acquiror or SubMerger Agreement) or any other action or agreement that would result in a breach of any covenant covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which could result in any of the conditions to Company’s obligations under the Merger Agreement not being fulfilled; and , and (iii) except as specifically requested in writing by Merger Sub in advance, against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries, subsidiaries; (B) any a sale, lease, lease or transfer by the Company of a material amount of assets (including stock) of the Company or its subsidiaries or a reorganization, recapitalization, dissolution, liquidation or winding up of Company or any of its Subsidiaries, or a reorganization, restructuring, recapitalization, special dividend, dissolution or liquidation of the Company or any of its Subsidiariessubsidiaries; or (C) (1) any change in a majority of the persons who constitute the board of directors of the Company or any of its SubsidiariesCompany; (2D) any change in the present capitalization of the Company or any of its Subsidiaries including any proposal to sell a substantial equity interest in the Company or any of its Subsidiaries; any amendment of the Company or any Company’s Certificate of its Subsidiaries' charters or By-lawsIncorporation; (4E) any other material change in the Company or any of its Subsidiaries' Company’s corporate structure or business; or and (5F) any other action which, in the case of each of the matters referred to in clauses (C)(1), (2), (3) or (4), which is intended, intended or could reasonably be expected, expected to impede, interfere with, delay, postpone, discourage or materially adversely affect the Merger, the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing. No Stockholder shall enter into any agreement or understanding with any Person prior to the Termination Date (as defined below) to vote in any manner inconsistent with clause (i), (ii) or (iii) of the preceding sentence. Each Stockholder, severally itself or himself but not jointly, further agrees to cause all Shares owned by it or him beneficially to be voted in accordance with the foregoing. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. (b) If Merger Sub shall exercise its Options (as defined in Section 4.01) in accordance with the terms of this Agreement, and without additional consideration, each Stockholder shall execute and deliver further transfers, assignments, endorsements, consents and other instruments as Merger Sub may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement and the Merger Agreement. THIS POWER OF ATTORNEY IS IRREVOCABLE, IS GRANTED IN CONSIDERATION OF ACQUIROR AND SUB ENTERING INTO THE MERGER AGREEMENT AND IS COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE POWER. This appointment shall revoke including the transfer of any and all prior attorneys and proxies appointed by any Stockholder at any time with respect to the Shares and no subsequent attorneys or proxies will be appointed by of such Stockholder’s Shares to Merger Sub and the release of any and all liens, or be effective, with respect thereto during the term of this Agreementclaims and encumbrances covering such Shares. (ac) Each Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Merger Sub and Acquiror the power to carry out and give effect to the provisions of this Agreement. (bd) Nothing contained in this Section 1.8 Each Stockholder shall take all such other actions as shall be construed reasonably requested by Merger Sub in order to invalidate any action taken assist in, and shall cooperate with Merger Sub in connection with, the consummation of the transactions contemplated by the Merger Agreement, including (i) participating in meetings with shareholders of Company and financing sources, (ii) soliciting proxies and (iii) providing information concerning Company to third parties. (e) Notwithstanding anything to the contrary herein, each Stockholder is only executing this Agreement in his, her or its capacity as the beneficial owner of the Shares. To the extent a Stockholder is also a Company director, such Stockholder is not making any agreement hereunder in accordance with his capacity as a Company director, and the agreements herein shall in no way restrict such Stockholder in the exercise of his fiduciary duties as a Company director. (f) The obligations of each of the Stockholders pursuant to this ARTICLE III shall terminate upon the earlier of (i) the date of termination of the Merger Agreement and (ii) the consummation of the Merger (the “Termination Date”); provided that the obligations of the Stockholders pursuant to Section 1.83.01 shall survive until the expiration of the Option Period (as defined in Section 4.01(b).

Voting of Shares; Further Assurances. (a) Each Stockholder, by this Agreement, with respect to its Shares, does hereby constitute and appoint Sub and Acquiror, or any nominee of Sub and Acquiror, with full power of substitution, from the date hereof to the earlier to occur of the termination of the Merger Agreement or the Effective Time, as its true and lawful attorney and proxy (its "Proxy"), for and in its name, place and stead, to vote each of such Shares as its Proxy, at every annual, special or adjourned meeting of the stockholders of the Company, including the right to sign its name (as stockholder) to any consent, certificate or other document relating to the Company that the law of the State of Delaware may permit or require: (i) in favor of the Merger, the Merger Agreement (as amended from time to time) and the transactions contemplated by the Merger Agreement; (ii) against any Acquisition Proposal for any recapitalization, merger (other than the Merger), sale of assets or other business combination between the Company and any person or entity (other than Acquiror or Sub) or any other action or agreement that would result in a breach of any covenant or any other obligation or agreement of the Company under the Merger Agreement or which could result in any of the conditions to the Merger Agreement not being fulfilled; and (iii) against (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries, (B) any sale, lease, or transfer by the Company of a material amount of assets (including stock) of the Company or any of its Subsidiaries, or a reorganization, restructuring, recapitalization, special dividend, dissolution or liquidation of the Company or any of its Subsidiaries; or (C) ) (1) any change in a majority of the persons who constitute the board of directors of the Company or any of its Subsidiaries; (2) any change in the present capitalization of the Company or any of its Subsidiaries including any proposal to sell a substantial equity interest in the Company or any of its Subsidiaries; any amendment of the Company or any of its Subsidiaries' charters or By-laws; (4) any other change in the Company or any of its Subsidiaries' corporate structure or business; or (5) any other action which, in the case of each of the matters referred to in clauses (C)(1), (2), (3) or (4), is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or materially adversely affect the Merger and the transactions contemplated by this Agreement. THIS POWER OF ATTORNEY IS IRREVOCABLE, IS GRANTED IN CONSIDERATION OF ACQUIROR AND SUB ENTERING INTO THE MERGER AGREEMENT AND IS COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE POWER. This appointment shall revoke all prior attorneys and proxies appointed by any Stockholder at any time with respect to the Shares and no subsequent attorneys or proxies will be appointed by such Stockholder, or be effective, with respect thereto during the term of this Agreement. (a) Each Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Sub and Acquiror the power to carry out and give effect to the provisions of this Agreement. (b) Nothing contained in this Section 1.8 shall be construed to invalidate any action taken by a Stockholder in accordance with Section 1.8.