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 those Shares that it or he owns of record, does hereby constitute and appoint Merger Sub, or any nominee of Merger Sub, with full power of substitution, as his true and lawful attorney and proxy, for and in its name, place and stead, to vote each of such Shares as its or his proxy, at every annual, special or adjourned meeting of the stockholders of Company (including the right to sign its or his name (as stockholder) to any consent, certificate or other document relating to Company that may be permitted or required by applicable law) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against any transaction pursuant to an Acquisition Proposal (as defined in the Merger Agreement) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of 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 (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 Company or its subsidiaries; (B) a sale, lease or transfer of a material amount of assets of Company or its subsidiaries or a reorganization, recapitalization, dissolution, liquidation or winding up of Company or any of its subsidiaries; (C) any change in the board of directors of Company; (D) any change in the present capitalization of Company or any amendment of Company's Certificate of Incorporation; (E) any other material change in Company's corporate structure or business; and (F) any other action which is intended or could reasonably be 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.

Voting of Shares; Further Assurances. (a) Each Stockholder, by this Agreement, with respect to those Shares that it or he owns of record, does hereby constitute and appoint Merger Sub, or any nominee of Merger Sub, with full power of substitution, as his true and lawful attorney and proxy, for and in its name, place and stead, to vote each of such Shares as its or his proxy, at every annual, special or adjourned meeting of the stockholders of Company (including the right to sign its or his name (as stockholder) to any consent, certificate or other document relating to Company that may be permitted or required by applicable law) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against any transaction pursuant to an Acquisition Proposal (as defined in the Merger Agreement) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Company under the Merger Agreement or which could result in any of the conditions to Company's ’s obligations under the Merger Agreement not being fulfilled, 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 Company or its subsidiaries; (B) a sale, lease or transfer of a material amount of assets of Company or its subsidiaries or a reorganization, recapitalization, dissolution, liquidation or winding up of Company or any of its subsidiaries; (C) any change in the board of directors of Company; (D) any change in the present capitalization of Company or any amendment of Company's ’s Certificate of Incorporation; (E) any other material change in Company's ’s corporate structure or business; and (F) any other action which is intended or could reasonably be 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.

Voting of Shares; Further Assurances. (a) Each ------------------------------------ Stockholder, by this Agreement, with respect to those the Shares that it or he owns of recordset out in Exhibit A --------- hereto and any Shares hereinafter acquired by such Stockholder, does hereby constitute and appoint Merger SubSubsidiary, or any nominee of Merger SubSubsidiary, with full power of substitution, as his his, her or its true and lawful attorney and proxy, for and in his, her or its name, place and stead, to vote each of such Shares as his, her or its or his proxy, at every annual, special or adjourned meeting of the stockholders of the Company (including the right to sign his, her or its or his name (as stockholder) to any consent, certificate or other document relating to the Company that may be permitted or required by applicable law) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against any transaction pursuant to an Acquisition Proposal (as defined in the Merger Agreementbelow) or any other action or agreement that would result in a breach of any 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 the Company's obligations under the Merger Agreement not being fulfilled, and (iii) except as specifically requested in writing by Merger Sub in advance, against the following actions (favor of any other than the Merger and matter relating to consummation of the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Company or its subsidiaries; (B) a sale, lease or transfer of a material amount of assets of Company or its subsidiaries or a reorganization, recapitalization, dissolution, liquidation or winding up of Company or any of its subsidiaries; (C) any change in the board of directors of Company; (D) any change in the present capitalization of Company or any amendment of Company's Certificate of Incorporation; (E) any other material change in Company's corporate structure or business; and (F) any other action which is intended or could reasonably be 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, Stockholder further agrees to cause the number of Shares as set forth opposite such Stockholder's name in Exhibit A hereto and all --------- Shares owned by it or him beneficially over which he has voting power to be voted in accordance with the foregoing. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement.

Voting of Shares; Further Assurances. (a) Each Stockholder, by this Agreement, with respect to those Shares that it or he owns of recordsuch Stockholder's Shares, does hereby constitute and appoint Merger Subthe Investor, or any nominee of Merger Subthe Investor, with full power of substitution, from the date hereof to the Second Closing Date, as his its true and lawful attorney and proxyproxy (its "Proxy"), for and in its name, place and stead, to vote each of such Shares as its or his proxyProxy, at every annual, special or adjourned meeting of the stockholders of Company (the 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 be permitted permit or required by applicable law) require (iA) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Purchase Agreement, including, without limitation, the issuance, purchase and sale of the Second Closing Shares to the Investor and the election to the Board of Directors of the Company, the following designees of the Investor: Xxxx X Xxxxxxx, Xxxxxxxxx X. Xxxxxxxxxx, Xxxxxxx X. Xxxxxx and Xxxx Xxxxxxx, and (iiB) against any transaction pursuant to an Acquisition Competing Transaction Proposal (as defined in the Merger Agreement) that is not a Superior Offer or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Purchase Agreement or which could would result in any of condition to the conditions to Company's obligations under the Merger Agreement Second Closing not being fulfilled. THIS POWER OF ATTORNEY IS IRREVOCABLE, IS GRANTED IN CONSIDERATION OF THE INVESTOR ENTERING INTO THE PURCHASE AGREEMENT AND IS COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE POWER. This appointment shall revoke all prior powers of attorney and (iii) except as specifically requested in writing proxies appointed 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 Company or its subsidiaries; (B) a sale, lease or transfer of a material amount of assets of Company or its subsidiaries or a reorganization, recapitalization, dissolution, liquidation or winding up of Company or Stockholder at any of its subsidiaries; (C) any change in the board of directors of Company; (D) any change in the present capitalization of Company or any amendment of Company's Certificate of Incorporation; (E) any other material change in Company's corporate structure or business; and (F) any other action which is intended or could reasonably be 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 time with any Person prior respect to the Termination Date (as defined below) to vote in any manner inconsistent with clause (i), (ii) Shares and no subsequent powers of attorney or (iii) of the preceding sentence. Each proxies will be appointed by such Stockholder, severally itself or himself but not jointlybe effective, further agrees to cause all Shares owned by it or him beneficially to be voted in accordance with respect thereto during the foregoing. Each Stockholder acknowledges receipt and review term of a copy of the Merger this Agreement.