Common use of Voting of Subject Securities Clause in Contracts

Voting of Subject Securities. Unless this Agreement shall have been terminated in accordance with its terms, Shareholder hereby unconditionally agrees that, at any meeting of the shareholders of the Company, however called, and in any action by shareholders of the Company other than at a meeting (including by written consent or by other written instrument, or otherwise), unless otherwise directed in writing by Parent, Shareholder shall: (a) cause all of the Subject Securities to be counted as present thereat for purposes of determining a quorum; (b) to the fullest extent that the Subject Securities are entitled to vote thereon, cause the Subject Securities to be voted: (i) in favor of each of the transactions contemplated by the MoU (including, but not limited to, the Offer, the Post-Offer Reorganization or any part thereof, the Post-Merger Reorganization or any part thereof and each of the other Transactions) following the time at which the Company Board approves or recommends any of such transactions to the shareholders of the Company and any other matter necessary for the consummation of any of such transactions; (ii) in favor of any proposal to adjourn or postpone any meeting of the shareholders of the Company to a later date, if there are not sufficient votes for the approval of the transactions contemplated by the MoU on the date on which such meeting is held; (iii) against any action or agreement that Shareholder knows is reasonably likely to result in a breach of any representation, warranty, covenant or obligation of the Company in the MoU in a manner that would cause a failure of a condition to the Offer set forth in Section 8.2 of the MoU; and (iv) against the following actions (other than the Offer, any Subsequent Offer, the Post-Offer Reorganization or any part thereof, the Post-Merger Reorganization or any part thereof and the other transactions expressly contemplated by the MoU): (A) any Alternate Proposal, (B) any amendment to the Company’s Organizational Documents that is prohibited by the MoU, (C) any change in the authorized capitalization of the Company or the Company’s corporate structure (other than as set forth in Section 4(a) of this Agreement), and (D) any other action which would reasonably be expected to, or is intended to, impede, prevent, delay or adversely affect, in any respect, the Offer or any of the other transactions contemplated by the MoU or this Agreement.

Voting of Subject Securities. Unless At every meeting of the stockholders of the Company called for such purpose, and at every adjournment or postponement thereof, and with respect to every action by written consent of the stockholders of the Company in lieu of a meeting, Stockholder shall, or shall cause the holder of record on any applicable record date to, vote Stockholder’s Subject Securities (only as directed by Purchaser and to the extent that any of Stockholder’s Subject Securities are not purchased in the Offer and provided that the Common Stock Offer Price and/or the Preferred Stock Offer Price was not decreased) (i) in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby, (ii) against (A) any agreement or arrangement related to or in furtherance of any Acquisition Proposal, (B) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of the Company or any of its Subsidiaries, (C) any other transaction the consummation of which would impede, interfere with, prevent or materially delay the Offer or the Merger, or (D) any action, proposal, transaction or agreement that would result in (x) a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or (y) the failure of any Tender Offer Condition to be satisfied and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement, and in connection therewith, Stockholder shall have been terminated execute any documents which are necessary or appropriate in accordance with its terms, Shareholder hereby unconditionally agrees that, order to effectuate the foregoing. Stockholder shall retain at all times the right to vote Stockholder’s Subject Securities in Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 1.02 that are at any time or from time to time presented for consideration to the Company’s stockholders generally. In the event that any meeting of the shareholders of the Company, however called, and in any action by shareholders stockholders of the Company other than at a meeting (including by written consent or by other written instrumentis held, Stockholder shall, or otherwise)shall cause the holder of record on any applicable record date to, unless appear at such meeting or otherwise directed in writing by Parent, Shareholder shall: (a) cause all of the Stockholder’s Subject Securities (to the extent that any of Stockholder’s Subject Securities are not purchased in the Offer and provided that the Common Stock Offer Price and/or the Preferred Stock Offer Price was not decreased) to be counted as present thereat for purposes of determining establishing a quorum; (b) to the fullest extent that the Subject Securities are entitled to vote thereon, cause the Subject Securities to be voted: (i) in favor of each of the transactions contemplated by the MoU (including, but not limited to, the Offer, the Post-Offer Reorganization or any part thereof, the Post-Merger Reorganization or any part thereof and each of the other Transactions) following the time at which the Company Board approves or recommends any of such transactions to the shareholders of the Company and any other matter necessary for the consummation of any of such transactions; (ii) in favor of any proposal to adjourn or postpone any meeting of the shareholders of the Company to a later date, if there are not sufficient votes for the approval of the transactions contemplated by the MoU on the date on which such meeting is held; (iii) against any action or agreement that Shareholder knows is reasonably likely to result in a breach of any representation, warranty, covenant or obligation of the Company in the MoU in a manner that would cause a failure of a condition to the Offer set forth in Section 8.2 of the MoU; and (iv) against the following actions (other than the Offer, any Subsequent Offer, the Post-Offer Reorganization or any part thereof, the Post-Merger Reorganization or any part thereof and the other transactions expressly contemplated by the MoU): (A) any Alternate Proposal, (B) any amendment to the Company’s Organizational Documents that is prohibited by the MoU, (C) any change in the authorized capitalization of the Company or the Company’s corporate structure (other than as set forth in Section 4(a) of this Agreement), and (D) any other action which would reasonably be expected to, or is intended to, impede, prevent, delay or adversely affect, in any respect, the Offer or any of the other transactions contemplated by the MoU or this Agreement.

Voting of Subject Securities. Unless At every meeting of the stockholders of the Company called for such purpose, and at every adjournment or postponement thereof, and with respect to every action by written consent of the stockholders of the Company in lieu of a meeting, each Stockholder shall, or shall cause the holder of record on any applicable record date to, vote such Stockholder’s Subject Securities (to the extent that any of such Stockholder’s Subject Securities are not purchased in the Offer and provided that in the case of Seller Common Stock, the Common Stock Offer Price was not decreased and, in the case of Seller Series A Convertible Preferred Stock, the Preferred Stock Offer Price was not decreased) (i) in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby, (ii) against (A) any agreement or arrangement related to or in furtherance of any Acquisition Proposal, (B) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of the Company or any of its Subsidiaries, (C) any other transaction the consummation of which would reasonably be expected to impede, interfere with, prevent or materially delay the Offer or the Merger, or (D) any action, proposal, transaction or agreement that would reasonably be expected to result in (x) a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or of such Stockholder under this Agreement or (y) the failure of any Tender Offer Condition to be satisfied and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement, and in connection therewith, such Stockholder shall have been terminated execute any documents which are necessary or appropriate in accordance with its terms, Shareholder hereby unconditionally agrees that, order to effectuate the foregoing. Each Stockholder shall retain at all times the right to vote such Stockholder’s Subject Securities in Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 1.02 that are at any time or from time to time presented for consideration to the Company’s stockholders generally. In the event that any meeting of the shareholders of the Company, however called, and in any action by shareholders stockholders of the Company other than at a meeting (including by written consent or by other written instrumentis held, such Stockholder shall, or otherwise)shall cause the holder of record on any applicable record date to, unless appear at such meeting or otherwise directed in writing by Parent, Shareholder shall: (a) cause all of the such Stockholder’s Subject Securities (to the extent that any of such Stockholder’s Subject Securities are not purchased in the Offer and provided that in the case of Seller Common Stock, the Common Stock Offer Price was not decreased and, in the case of Seller Series A Convertible Preferred Stock, the Preferred Stock Offer Price was not decreased) to be counted as present thereat for purposes of determining establishing a quorum; (b) to the fullest extent that the Subject Securities are entitled to vote thereon, cause the Subject Securities to be voted: (i) in favor of each of the transactions contemplated by the MoU (including, but not limited to, the Offer, the Post-Offer Reorganization or any part thereof, the Post-Merger Reorganization or any part thereof and each of the other Transactions) following the time at which the Company Board approves or recommends any of such transactions to the shareholders of the Company and any other matter necessary for the consummation of any of such transactions; (ii) in favor of any proposal to adjourn or postpone any meeting of the shareholders of the Company to a later date, if there are not sufficient votes for the approval of the transactions contemplated by the MoU on the date on which such meeting is held; (iii) against any action or agreement that Shareholder knows is reasonably likely to result in a breach of any representation, warranty, covenant or obligation of the Company in the MoU in a manner that would cause a failure of a condition to the Offer set forth in Section 8.2 of the MoU; and (iv) against the following actions (other than the Offer, any Subsequent Offer, the Post-Offer Reorganization or any part thereof, the Post-Merger Reorganization or any part thereof and the other transactions expressly contemplated by the MoU): (A) any Alternate Proposal, (B) any amendment to the Company’s Organizational Documents that is prohibited by the MoU, (C) any change in the authorized capitalization of the Company or the Company’s corporate structure (other than as set forth in Section 4(a) of this Agreement), and (D) any other action which would reasonably be expected to, or is intended to, impede, prevent, delay or adversely affect, in any respect, the Offer or any of the other transactions contemplated by the MoU or this Agreement.

Voting of Subject Securities. Unless this Agreement shall have been terminated in accordance with its terms, Shareholder hereby unconditionally agrees that, at any meeting of the shareholders of the Company, however called, and in any action by shareholders of the Company other than at a meeting (including by written consent or by other written instrument, or otherwise), unless otherwise directed in writing by Parent, Shareholder shall: (a) cause all of the Subject Securities to be counted as present thereat for purposes of determining a quorum; (b) to the fullest extent that the Subject Securities are entitled to vote thereon, shall cause the Subject Securities to be voted: (ia) in favor of each of the transactions contemplated by the MoU (including, but not limited to, the Offer, the Post-Offer Reorganization or any part thereof, the Post-Merger Reorganization or any part thereof and each of the other Transactions) following the time at which the Company Board approves or recommends any of such transactions to the shareholders of the Company and any other matter necessary for the consummation of any of such transactionsCompany; (ii) in favor of any proposal to adjourn or postpone any meeting of the shareholders of the Company to a later date, if there are not sufficient votes for the approval of the transactions contemplated by the MoU on the date on which such meeting is held; (iiib) against any action or agreement that Shareholder knows is reasonably likely to would result in a breach of any representation, warranty, covenant or obligation of the Company in the MoU in a manner that would cause a failure of a condition to the Offer set forth in Section 8.2 of the MoU; and (ivc) against the following actions (other than the Offer, any Subsequent Offer, the Post-Offer Reorganization or any part thereof, the Post-Merger Reorganization or any part thereof and the other transactions expressly contemplated by the MoU): (Ai) any Alternate Proposal, (Bii) any amendment to the Company’s Organizational Documents that is prohibited by the MoU, (Ciii) any change in the authorized capitalization of the Company or the Company’s corporate structure (other than as set forth in Section 4(a) of this Agreement), and (Div) any other action which would reasonably be expected to, or is intended to, impede, prevent, delay or adversely affect, in any material respect, the Offer or any of the other transactions contemplated by the MoU or this Agreement.