Common use of Voting of Shares; Irrevocable Proxy Clause in Contracts

Voting of Shares; Irrevocable Proxy. (a) During the term of this Agreement, Stockholder in its capacity as such, hereby agrees to vote all of its Shares at any annual, special or adjourned meeting of the stockholders of the Company (1) in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the approval and adoption of the terms thereof and hereof; and (2) except as otherwise agreed to in writing in advance by JRCC, against the following actions (other than the Merger and the other transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its subsidiaries with any person, other than JRCC; (ii) a sale, lease or transfer of a material amount of assets of the Company or one of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or its subsidiaries; or (iii) (A) any change in a majority of the persons who constitute the Board of Directors of the Company as of the date hereof; (B) any change in the present capitalization of the Company or any amendment of the Company's certificate of incorporation or bylaws, as amended to date; (C) any other material change in the Company's corporate structure or business; or (D) any action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or adversely affect the Merger and the other transactions contemplated by this Agreement and the Merger Agreement.

Voting of Shares; Irrevocable Proxy. (a) During the term of this Agreement, each Stockholder in its capacity as such, such hereby agrees to vote all each of its Shares at any annual, special or adjourned meeting of the stockholders of the Company (1) in favor of the MergerExchange, the execution and delivery by the Company of the Merger Reorganization Agreement and the approval and adoption of the terms thereof and hereof; and (2) except as otherwise agreed to in writing in advance by JRCCParent and Celtrix, against the following actions (other than the Merger Exchange and the other transactions contemplated by the Merger Reorganization Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its subsidiaries with any person, other than JRCCsubsidiaries; (ii) a sale, lease or transfer of a material amount of assets of the Company or one of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or its subsidiaries; or (iii) (A) any change in a majority of the persons who constitute the Board of Directors of the Company as of the date hereof; (B) any change in the present capitalization of the Company or any amendment of the Company's certificate articles of incorporation or bylaws, as amended to date; (C) any other material change in the Company's corporate structure or business; or (D) any Takeover Proposal or any action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or adversely affect the Merger Exchange and the other transactions contemplated by this Agreement and the Merger Reorganization Agreement.

Voting of Shares; Irrevocable Proxy. (a) During the term of this Agreement, each Stockholder in its capacity as such, such hereby agrees to vote all each of its Shares at any annual, special or adjourned meeting of the stockholders of the Company (1) in favor of the Merger, the execution and delivery by the Company of the Merger Reorganization Agreement and the approval and adoption of the terms thereof and hereof; and (2) except as otherwise agreed to in writing in advance by JRCCParent, against the following actions (other than the Merger and the other transactions contemplated by the Merger Reorganization Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its subsidiaries with any person, other than JRCCsubsidiaries; (ii) a sale, lease or transfer of a material amount of assets of the Company or one of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or its subsidiaries; or (iii) (A) any change in a majority of the persons who constitute the Board of Directors of the Company as of the date hereof; (B) any change in the present capitalization of the Company or any amendment of the Company's certificate of incorporation or bylaws, as amended to date; (C) any other material change in the Company's corporate structure or business; or (D) any Takeover Proposal or any action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or adversely affect the Merger and the other transactions contemplated by this Agreement and the Merger Reorganization Agreement.