Common use of Voting of Shares; Proxy Clause in Contracts

Voting of Shares; Proxy. (a) During the Voting Period, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the Company's stockholders, however called, or in connection with any written consent of the Company's stockholders, each Shareholder shall vote (or cause to be voted) all of such Shareholder's Shares: (i) in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the approval and adoption of the Merger and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof, provided that to the extent that such actions require the payment of filing or registration fees on the part of any Shareholder in excess of $1,000, Parent shall reimburse the Shareholder incurring such expense for any such excess; (ii) against any action or agreement that would (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or the Shareholders under this Agreement or (B) impede, interfere with, delay, postpone, or adversely affect the Offer, the Merger or any other transaction contemplated by the Merger Agreement or this Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against the following actions (other than the Offer, the Merger and any other transaction contemplated by the Merger Agreement and this Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries (as defined in the Merger Agreement) (including any transaction contemplated by an Acquisition Proposal); (B) any sale, lease or transfer of a material amount of the assets or business of the Company or its Subsidiaries, or any reorganization, restructuring, recapitalization, special dividend, dissolution, liquidation or winding up of the Company or its Subsidiaries; (C) any material change in the present capitalization of the Company or its Subsidiaries or any amendment of the Certificate of Incorporation of the Company; (D) any other material change in the Company's corporate structure or business; and (E) any other action that is intended or could reasonably be expected to impede, interfere with, delay, postpone, discourage 4 5 or materially adversely affect the Offer, the Merger, any other transaction contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing. No Shareholder shall enter into any agreement, arrangement or understanding with any Person the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 5. (b) IRREVOCABLE PROXY. EACH SHAREHOLDER HEREBY APPOINTS PAUL X. XXXXXX XXX DAVIX XXXXXXXXX XX THEIR RESPECTIVE CAPACITIES AS OFFICERS OF PURCHASER, AND ANY INDIVIDUAL WHO SHALL HEREAFTER SUCCEED TO ANY SUCH OFFICE OF PURCHASER, AND ANY OTHER DESIGNEE OF PURCHASER, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION OF THE VOTING PERIOD) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE SHARES OF SUCH SHAREHOLDER AS INDICATED IN SECTION 5(A) ABOVE. EACH SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THE VOTING PERIOD) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER WITH RESPECT TO THE SHARES OF SUCH SHAREHOLDER.

Voting of Shares; Proxy. (a) During Subject to the Voting Periodprovisions of Section 2(b) and 10 below, and without in any way limiting any Shareholder's right to vote the Subject Shares held by such Shareholder in his, her or its sole discretion on any other matters that may be submitted to a Shareholder vote, consent or other approval (including by written consent) in a manner that is not inconsistent with such Shareholder's obligations under this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, until the earlier of (y) the Effective Time or (z) the date on which the Merger Agreement is terminated (the earlier thereof being referred to as the "EXPIRATION DATE"), at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the Company's stockholdersshareholders of the Company called to vote upon the Merger, however calledits approval or any rescission or withdrawal of such approval, or at any adjournment thereof, or in connection any other circumstances upon which a vote, consent or other approval (including written consent) with any written consent of respect to the Company's stockholdersMerger and the Merger Agreement is sought, each Shareholder shall vote (or cause to be voted) all of the Subject Shares held by such Shareholder's Shares: : (i) in favor of the Merger, the execution approval and delivery adoption by the Company of the Merger Agreement and the approval and adoption of the Merger and each of the other actions transactions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof, provided that to the extent that such actions require the payment of filing or registration fees on the part of any Shareholder in excess of $1,000, Parent shall reimburse the Shareholder incurring such expense for any such excessAgreement; and (ii) against any action or agreement that would (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or the Shareholders under this Agreement or (B) impede, interfere with, delay, postpone, or adversely affect the Offer, the Merger or any other transaction contemplated by the Merger Agreement or this Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against the following actions (other than the Offer, the Merger and any other transaction contemplated by the Merger Agreement and this Agreement): (A) any extraordinary corporate transactionAcquisition Transaction other than the Proposed Transaction (a "COMPETITIVE PROPOSAL"), such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries (as defined in the Merger Agreement) (including any transaction contemplated by an Acquisition Proposal); (B) any sale, lease or transfer of a material amount of change in the assets or business capital structure of the Company or its Subsidiaries, or any reorganization, restructuring, recapitalization, special dividend, dissolution, liquidation or winding up of the Company or its Subsidiaries; and (C) any material change in the present capitalization of the Company or its Subsidiaries or any amendment of the Certificate of Incorporation of the Company; (D) any other material change in the Company's corporate structure or business; and (E) any other action that is intended or could may reasonably be expected to impede, interfere with, delay, postpone, postpone or attempt to discourage 4 5 or materially adversely affect the Offer, consummation of the Merger, any other transaction transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits result in a breach of any of the foregoing. No Shareholder shall enter into any agreementcovenants, arrangement representations, warranties or understanding with any Person other obligations or agreements of the effect of Company under the Merger Agreement, which would be inconsistent materially and adversely affect the Company or violative of Parent or their respective abilities to consummate the provisions and agreements contained in this Section 5transactions contemplated by the Merger Agreement. (b) IRREVOCABLE PROXYBy executing this Agreement, each Shareholder, in furtherance of the transactions contemplated hereby and by the Merger Agreement, and in order to secure the performance by such Shareholder of his, her or its duties under this Agreement, hereby irrevocably appoints Xxxx XxXxxxxxxx, the attorney, agent and proxy for the undersigned and in the name, place and stead of the undersigned, in respect of any of the matters set forth in clauses (i) and (ii) of Section 2 of this Agreement, to vote or, if applicable, to give written consent, in accordance with the provisions of said Section 2 and otherwise act (consistent with the terms of this Agreement) with respect to all the Subject Shares owned by each Shareholder, as set forth on the signature page to this Agreement, which each Shareholder is or may be entitled to vote at any meeting of the Company held after the date hereof, whether annual or special and whether or not an adjourned meeting, or, if applicable, to give written consent with respect thereto. EACH SHAREHOLDER HEREBY APPOINTS PAUL X. XXXXXX XXX DAVIX XXXXXXXXX XX THEIR RESPECTIVE CAPACITIES AS OFFICERS OF PURCHASERThis proxy is coupled with an interest, AND ANY INDIVIDUAL WHO SHALL HEREAFTER SUCCEED TO ANY SUCH OFFICE OF PURCHASERshall be irrevocable and binding on any successor in interest of each Shareholder and shall not be terminated by operation of law upon the occurrence of any event, AND ANY OTHER DESIGNEE OF PURCHASERincluding without limitation, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION OF THE VOTING PERIODthe death or incapacity of any Shareholder. The proxy set forth in this Section 2(b) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTIONshall operate to revoke any prior proxy as to the Subject Shares heretofore granted by the undersigned. This proxy shall terminate on the Expiration Date. This proxy has been executed in accordance with Section 2.29(c) TO VOTE THE SHARES OF SUCH SHAREHOLDER AS INDICATED IN SECTION 5(A) ABOVE. EACH SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THE VOTING PERIOD) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER WITH RESPECT TO THE SHARES OF SUCH SHAREHOLDERof the TBCA.

Voting of Shares; Proxy. (a) During Prior to the Voting Periodtermination of the Merger Agreement, at any meeting (whether annual or special and whether special) or not an adjourned adjournment or postponed meetingpostponement thereof) of the Company's ’s stockholders, however called, or in connection with any written consent of the Company's ’s stockholders, each Shareholder Stockholder, solely in his or her capacity as a Stockholder of the Company, shall vote (or cause to be voted) all of such Shareholder's SharesStockholder’s Individual Shares that are outstanding: (i) in favor of the Merger, the execution approval and delivery by the Company adoption of the Merger Agreement and the approval this Agreement and adoption in favor of the Merger and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof, provided that to the extent that such actions require the payment of filing or registration fees on the part of any Shareholder in excess of $1,000, Parent shall reimburse the Shareholder incurring such expense for any such excess; (ii) against any action or agreement that would (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or the Shareholders Stockholders under this Agreement or (B) impede, interfere with, delay, postpone, or adversely affect the Offer, the Merger or any other transaction contemplated by the Merger Agreement or this Agreement; Agreement and (iii) except as otherwise agreed to in writing in advance by Parent, against the following actions (other than the Offer, the Merger and any other transaction contemplated by the Merger Agreement and this Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries (as defined in the Merger Agreement) (), including any transaction contemplated by an Acquisition Alternative Proposal); , (B) any sale, lease or transfer of a material amount of the assets or business of the Company or its Subsidiaries, or any reorganization, restructuring, recapitalization, special dividend, dissolution, liquidation or winding up of the Company or its Subsidiaries; , (C) any material change in the present capitalization of the Company or any of its Subsidiaries or any amendment of the Certificate of Incorporation or the By-Laws of the Company; , (D) any other material change in the Company's ’s corporate structure or business; business and (E) any other action that is intended or could reasonably be expected likely to impede, interfere with, delay, postpone, discourage 4 5 or materially adversely affect the Offer, the Merger, any other transaction contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing. No Shareholder shall Each Stockholder agrees that such Stockholder will not enter into any agreement, arrangement or understanding with any Person the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 5. (b) IRREVOCABLE PROXY. EACH SHAREHOLDER STOCKHOLDER HEREBY APPOINTS PAUL X. XXXXXX XXX DAVIX XXXXXXXXX XX PXXXX XXXXX, SXXXX XXXXX AND RXXXXX XXXXXXX IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF PURCHASERSUB, AND ANY INDIVIDUAL WHO SHALL HEREAFTER SUCCEED TO ANY SUCH OFFICE OF PURCHASERSUB, AND ANY OTHER DESIGNEE OF PURCHASERSUB, AND EACH OF THEM INDIVIDUALLY, THE SHAREHOLDER'S SUCH STOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THE VOTING PERIODTHIS AGREEMENT) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE INDIVIDUAL SHARES OF SUCH SHAREHOLDER STOCKHOLDER AS INDICATED IN SECTION 5(A5(a) ABOVE. EACH SHAREHOLDER STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THE VOTING PERIODTHIS AGREEMENT) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER STOCKHOLDER WITH RESPECT TO THE SHARES OF SUCH SHAREHOLDERSTOCKHOLDER. IF FOR ANY REASON THE PROXY GRANTED HEREIN IS NOT IRREVOCABLE, THEN EACH STOCKHOLDER AGREES TO VOTE SUCH STOCKHOLDER’S INDIVIDUAL SHARES IN ACCORDANCE WITH SECTION 5(a) ABOVE AS INSTRUCTED BY SUB IN WRITING.

Voting of Shares; Proxy. (a) During Prior to the Voting Periodtermination of the Merger Agreement, at any meeting (whether annual or special and whether special) or not an adjourned adjournment or postponed meetingpostponement thereof) of the Company's ’s stockholders, however called, or in connection with any written consent of the Company's ’s stockholders, each Shareholder Stockholder, solely in his or her capacity as a Stockholder of the Company, shall vote (or cause to be voted) all of such Shareholder's SharesStockholder’s Individual Shares that are outstanding: (i) in favor of the Merger, the execution approval and delivery by the Company adoption of the Merger Agreement and the approval this Agreement and adoption in favor of the Merger and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof, provided that to the extent that such actions require the payment of filing or registration fees on the part of any Shareholder in excess of $1,000, Parent shall reimburse the Shareholder incurring such expense for any such excess; (ii) against any action or agreement that would (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or the Shareholders Stockholders under this Agreement or (B) impede, interfere with, delay, postpone, or adversely affect the Offer, the Merger or any other transaction contemplated by the Merger Agreement or this Agreement; Agreement and (iii) except as otherwise agreed to in writing in advance by Parent, against the following actions (other than the Offer, the Merger and any other transaction contemplated by the Merger Agreement and this Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries (as defined in the Merger Agreement) (), including any transaction contemplated by an Acquisition Alternative Proposal); , (B) any sale, lease or transfer of a material amount of the assets or business of the Company or its Subsidiaries, or any reorganization, restructuring, recapitalization, special dividend, dissolution, liquidation or winding up of the Company or its Subsidiaries; , (C) any material change in the present capitalization of the Company or any of its Subsidiaries or any amendment of the Certificate of Incorporation or the By-Laws of the Company; , (D) any other material change in the Company's ’s corporate structure or business; business and (E) any other action that is intended or could reasonably be expected likely to impede, interfere with, delay, postpone, discourage 4 5 or materially adversely affect the Offer, the Merger, any other transaction contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing. No Shareholder shall Each Stockholder agrees that such Stockholder will not enter into any agreement, arrangement or understanding with any Person the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 5. (b) IRREVOCABLE PROXY. EACH SHAREHOLDER STOCKHOLDER HEREBY APPOINTS PAUL X. XXXXX XXXXX, XXXXX XXXXX AND XXXXXX XXX DAVIX XXXXXXXXX XX XXXXXXX IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF PURCHASERSUB, AND ANY INDIVIDUAL WHO SHALL HEREAFTER SUCCEED TO ANY SUCH OFFICE OF PURCHASERSUB, AND ANY OTHER DESIGNEE OF PURCHASERSUB, AND EACH OF THEM INDIVIDUALLY, THE SHAREHOLDER'S SUCH STOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THE VOTING PERIODTHIS AGREEMENT) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE INDIVIDUAL SHARES OF SUCH SHAREHOLDER STOCKHOLDER AS INDICATED IN SECTION 5(A5(a) ABOVE. EACH SHAREHOLDER STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THE VOTING PERIODTHIS AGREEMENT) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER STOCKHOLDER WITH RESPECT TO THE SHARES OF SUCH SHAREHOLDERSTOCKHOLDER. IF FOR ANY REASON THE PROXY GRANTED HEREIN IS NOT IRREVOCABLE, THEN EACH STOCKHOLDER AGREES TO VOTE SUCH STOCKHOLDER’S INDIVIDUAL SHARES IN ACCORDANCE WITH SECTION 5(a) ABOVE AS INSTRUCTED BY SUB IN WRITING.