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

Voting of Subject Shares; Proxy. (a) At every meeting of the Company Stockholders called, and at every adjournment or postponement thereof, and upon Parent’s request at every occasion on which a written consent can be provided, each Stockholder shall, or shall cause the holder of record on any given record to date to, include all of such Stockholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of Company Stockholders and vote such Stockholder’s Subject Shares (from and after the Acceptance Time, excluding any Subject Shares purchased in the Offer, and from and after a Company Adverse Recommendation Change, excluding for purpose of voting or written consents Subject Shares that are not Restricted Voting Shares (as defined below) of any Stockholder, the “Vote Shares”): (i) in favor of (A) approval of the Merger Agreement and the transactions contemplated thereunder and (B) approval of any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the approval of the Merger Agreement or such other transaction on the date on which such meeting is held; (ii) against (A) any Acquisition Proposal or (B) any action, proposal, transaction or agreement that would reasonably be expected to result in the failure of any condition set forth in Section 8.1 of the Merger Agreement or Annex A to the Merger Agreement or result in a breach of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement (including any proposal to change in any manner the voting rights of the Subject Shares) or reasonably be expected to interfere with or delay the consummation of the Merger and the other transactions contemplated by the Merger Agreement; and/or (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement, which is considered at any such meeting of the Company Stockholders. Each Stockholder shall execute and delivery any documents which are necessary or appropriate to effectuate the foregoing.

Voting of Subject Shares; Proxy. (a) At every meeting of the Company Stockholders called, and at every adjournment or postponement thereof, and upon Parent’s request at every occasion on which a written consent can be provided, each such Stockholder shall, or shall cause the holder of record on any given applicable record to date to, include all of appear or otherwise cause such Stockholder’s Subject Shares in any computation to be counted as present for purposes of establishing a quorum at any such meeting of Company Stockholders and vote such Stockholder’s Subject Shares (from and after to the Acceptance Time, excluding extent that any of the Subject Shares are not purchased in the Offer, and from and after a Company Adverse Recommendation Change, excluding for purpose of voting or written consents Subject Shares that are not Restricted Voting Shares ) (as defined below) of any Stockholder, the “Vote Shares”): ) (i) in favor of (A) the adoption and approval of the Merger Agreement and the transactions contemplated thereunder thereby or any other transaction pursuant to which Parent proposes to acquire the Company, whether by tender offer or merger, in which Company Stockholders would (x) receive aggregate consideration per share of Common Stock equal to or greater than the consideration to be received by such Company Stockholders in the Offer and the Merger, (y) receive only cash and no other form of consideration and (z) not be required to agree to any additional obligations, liabilities, covenants or other agreements, and (B) approval of any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the adoption and approval of the Merger Agreement and the transactions contemplated thereby or such other transaction on the date on which such meeting is held; , (ii) against (A) any Acquisition action or agreement which would in any material respect impede, interfere with or prevent the Offer or the Merger, including, but not limited to, any other extraordinary corporate transaction, including, a merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend or liquidation involving the Company and any Person (other than Parent, Sub or their respective Affiliates), or any other proposal of any Person (other than Parent, Sub or their respective Affiliates) to acquire the Company or all or substantially all of the assets thereof, (B) any Takeover Proposal and any action in furtherance of any Takeover Proposal or (BC) any action, proposal, transaction or agreement that would reasonably be expected to result in the failure occurrence of any condition set forth in Section 8.1 of the Merger Agreement or Annex A I to the Merger Agreement or result in a breach of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement (including any proposal to change in any manner the voting rights of the Subject Shares) or reasonably be expected to interfere with or delay the consummation of the Merger and the other transactions contemplated by the Merger Agreement; and/or (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement, which is considered at any such meeting of the Company Stockholders. Each Stockholder shall execute and delivery any documents which are necessary or appropriate to effectuate the foregoing.

Voting of Subject Shares; Proxy. (a) At every meeting of the Company Stockholders Shareholders called, and at every adjournment or postponement thereof, and upon Parent’s request at every occasion on which a written consent can be provided, each Stockholder such Shareholder shall, or shall cause the holder of record on any given applicable record to date to, include all of appear or otherwise cause such StockholderShareholder’s Subject Shares in then entitled to be voted, or for which the Shareholder or any computation other Person acting on the Shareholder’s behalf is entitled to consent or act, with respect thereto (the “Vote Shares,” provided that the Shareholder undertakes no obligation to convert, exercise or exchange any security into securities entitled to be voted) to be counted as present for purposes of establishing a quorum at any such meeting of Company Stockholders Shareholders and vote such StockholderShareholder’s Subject Vote Shares (from and after the Acceptance Time, excluding any Subject Shares purchased in the Offer, and from and after a Company Adverse Recommendation Change, excluding for purpose of voting or written consents Subject Shares that are not Restricted Voting Shares (as defined below) of any Stockholder, the “Vote Shares”): (i) in favor of (A) the adoption and approval of the Merger Agreement, the Statutory Merger Agreement and the transactions contemplated thereunder thereby, including the Merger, and (B) approval of any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the adoption and approval of the Merger Agreement, the Statutory Merger Agreement and the transactions contemplated thereby, including the Merger, or such other transaction on the date on which such meeting is held; , (ii) against (A) any Acquisition Proposal action or agreement which would reasonably be expected to, interfere with or prevent the Merger, including, but not limited to, any other extraordinary corporate transaction, including, a merger, amalgamation, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend or liquidation involving the Company and any Person (other than Parent, Merger Sub or their respective Affiliates), or any other proposal of any Person (other than Parent, Merger Sub or their respective Affiliates) to acquire the Company or all or substantially all of the assets thereof, (B) any action, proposal, transaction Acquisition Proposal and any action in furtherance of any Acquisition Proposal (C) any action or agreement that would reasonably be expected to result in the failure of any condition set forth in Section 8.1 of the Merger Agreement or Annex A to the Merger Agreement or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of such Stockholder under Shareholder contained in this Agreement or (including D) any proposal to change in any manner of the voting rights of the Subject Shares) or reasonably be expected to interfere with or delay the consummation any class of shares of the Merger and Company (including any amendments to the other transactions contemplated by Memorandum of Association or Bye-laws of the Merger Agreement; Company) and/or (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement, including the Merger, which is considered at any such meeting of the Company Stockholders. Each Stockholder shall execute and delivery any documents which are necessary or appropriate to effectuate the foregoingShareholders.

Voting of Subject Shares; Proxy. (a) At every any meeting of the stockholders of the Company Stockholders held while this Agreement is in effect, however called, and at every adjournment or postponement thereof, and or in connection with any written consent of the stockholders of the Company or in any other circumstances upon Parent’s request at every occasion on which a written vote, consent can be providedor other approval of all or some of the stockholders of the Company is sought, each at any time prior to the termination of this Agreement, such Stockholder shall, or shall cause the holder of record of its Subject Shares on any given applicable record to date to, include all of appear at such meeting or otherwise cause such Stockholder’s Subject Shares in any computation to be counted as present thereat for purposes of establishing a quorum at any such meeting of Company Stockholders and vote (or cause to be voted) all of such Stockholder’s Subject Shares (from and after to the Acceptance Time, excluding extent that any of the Subject Shares purchased are entitled to vote at such meeting or in the Offer, and from and after a Company Adverse Recommendation Change, excluding for purpose of voting or such written consents Subject Shares that are not Restricted Voting Shares consent (as defined below) of any Stockholder, the “Vote Shares”): ) (i) in favor of (A) approval of the Merger Agreement and the transactions contemplated thereunder and (B) approval of any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the approval of the Merger Agreement or such other transaction on the date on which such meeting is held; (ii) against (A) any action or agreement which is intended or would reasonably be expected to impede, delay, postpone, interfere with, nullify or prevent, in each case in any material respect, the Offer or the Merger, including, but not limited to, any other extraordinary corporate transaction, including a merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend or liquidation involving the Company and any Person (other than Parent, Purchaser or their Affiliates), or any other proposal of any Person (other than Parent, Purchaser or their Affiliates) to acquire the Company or all or substantially all of the assets thereof, (B) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal or (BC) any action, proposal, transaction or agreement that would reasonably be expected to result in the failure occurrence of any condition set forth in Section 8.1 of the Merger Agreement or Annex A to the Merger Agreement Offer to not be satisfied or result in a breach of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement or agreement of such Stockholder under this Agreement (including any proposal to change in any manner the voting rights of the Subject Shares) or reasonably be expected to interfere with or delay the consummation of the Merger and the other transactions contemplated by the Merger Agreement; and/or (iiiii) in favor of any other matter necessary for consummation or in furtherance of the Merger Agreement or the transactions contemplated by the Merger Agreement, which is considered at any such meeting of the Company Stockholders. Each Stockholder shall execute and delivery any documents which are necessary or appropriate to effectuate the foregoing.

Voting of Subject Shares; Proxy. (a) At every any meeting of the stockholders of the Company Stockholders held while this Agreement is in effect, however called, and at every adjournment or postponement thereof, and or in connection with any written consent of the stockholders of the Company or in any other circumstances upon Parent’s request at every occasion on which a written vote, consent can be providedor other approval of all or some of the stockholders of the Company is sought, each such Stockholder shall, or shall cause the holder of record of its Subject Shares on any given applicable record to date to, include all of appear at such meeting or otherwise cause such Stockholder’s Subject Shares in any computation to be counted as present thereat for purposes of establishing a quorum at any such meeting of Company Stockholders and vote (or cause to be voted) all of such Stockholder’s Subject Shares (from and after to the Acceptance Time, excluding extent that any of the Subject Shares purchased are entitled to vote at such meeting or in the Offer, and from and after a Company Adverse Recommendation Change, excluding for purpose of voting or such written consents Subject Shares that are not Restricted Voting Shares consent (as defined below) of any Stockholder, the “Vote Shares”): ) (i) in favor of (A) approval and/or adoption of the Merger Agreement and the transactions contemplated thereunder or any other transaction pursuant to which Parent proposes to acquire the Company (whether by tender offer or merger) in which the stockholders of the Company would receive aggregate cash consideration per share of Company Common Stock equal to or greater than the cash consideration to be received by such stockholders in the Offer and the Merger and (B) approval of any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the approval of the Merger Agreement or such other transaction on the date on which such meeting is held; , (ii) against (A) any Acquisition action or agreement which is intended or would reasonably be expected to impede, delay, postpone, interfere with, nullify or prevent, in each case in any material respect the Offer or the Merger, including, but not limited to, any other extraordinary corporate transaction, including, a merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend or liquidation involving the Company and any Person (other than Parent, the Purchaser or their affiliates), or any other proposal of any Person (other than Parent, the Purchaser or their affiliates) to acquire the Company or all or substantially all of the assets thereof, (B) any Competing Proposal and any action in furtherance of any Competing Proposal or (BC) any action, proposal, transaction or agreement that would reasonably be expected to result in the failure occurrence of any condition set forth in Section 8.1 of the Merger Agreement or Annex A I to the Merger Agreement or result in a breach of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement (including any proposal to change in any manner the voting rights of the Subject Shares) or reasonably be expected to interfere with or delay the consummation of the Merger and the other transactions contemplated by the Merger Agreement; and/or (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement, which is considered at any such meeting of the Company Stockholders. Each Stockholder shall execute and delivery any documents which are necessary or appropriate to effectuate the foregoingstockholders.

Voting of Subject Shares; Proxy. (a) At every any meeting of the stockholders of the Company Stockholders calledheld while this Agreement is in effect, and at every adjournment or postponement thereof, and upon Parent’s request at every occasion on which a written consent can be provided, each such Stockholder shall, or shall cause the holder of record on any given record to date to, include all of such Stockholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of Company Stockholders and vote such Stockholder’s Subject Shares (from and after to the Acceptance Time, excluding extent that any of the Subject Shares are not purchased in the Offer, and from and after a Company Adverse Recommendation Change, excluding for purpose of voting or written consents Subject Shares that are not Restricted Voting Shares ) (as defined below) of any Stockholder, the “Vote Shares”): ) (i) in favor of (A) approval of the Merger Agreement and the transactions contemplated thereunder or any other transaction pursuant to which Parent proposes to acquire the Company (whether by tender offer or merger) in which the stockholders of the Company would receive aggregate consideration per share of Company Common Stock equal to or greater than the consideration to be received by such stockholders in the Offer and the Merger and (B) approval of any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the approval of the Merger Agreement or such other transaction on the date on which such meeting is held; , (ii) against (A) any Acquisition action or agreement which would in any material respect impede, interfere with or prevent the Offer or the Merger, including, but not limited to, any other extraordinary corporate transaction, including, a merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend or liquidation involving the Company and any Person (other than Parent, the Purchaser or their affiliates), or any other proposal of any Person (other than Parent, the Purchaser or their affiliates) to acquire the Company or all or substantially all of the assets thereof, (B) any Competing Proposal and any action in furtherance of any Competing Proposal or (BC) any action, proposal, transaction or agreement that would reasonably be expected to result in the failure occurrence of any condition set forth in Section 8.1 of the Merger Agreement or Annex A I to the Merger Agreement or result in a breach of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement (including any proposal to change in any manner the voting rights of the Subject Shares) or reasonably be expected to interfere with or delay the consummation of the Merger and the other transactions contemplated by the Merger Agreement; and/or (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement, which is considered at any such meeting of the Company Stockholders. Each Stockholder shall execute and delivery any documents which are necessary or appropriate to effectuate the foregoingstockholders.

Voting of Subject Shares; Proxy. (a) At every any meeting of the stockholders of the Company Stockholders held while this Agreement is in effect, however called, and at every adjournment or postponement thereof, and or in connection with any written consent of the stockholders of the Company or in any other circumstances upon Parent’s request at every occasion on which a written vote, consent can be providedor other approval of all or some of the stockholders of the Company is sought, each such Stockholder shall, or shall cause the holder of record of its Subject Shares on any given applicable record to date to, include all of appear at such meeting or otherwise cause such Stockholder’s Subject Shares in any computation to be counted as present thereat for purposes of establishing a quorum at any such meeting of Company Stockholders and vote (or cause to be voted) all of such Stockholder’s Subject Shares (from and after to the Acceptance Time, excluding extent that any of the Subject Shares purchased are entitled to vote at such meeting or in the Offer, and from and after a Company Adverse Recommendation Change, excluding for purpose of voting or such written consents Subject Shares that are not Restricted Voting Shares consent (as defined below) of any Stockholder, the “Vote Shares”): ) (i) in favor of (A) approval and adoption of the Merger Agreement and the transactions contemplated thereunder or any other transaction pursuant to which Parent proposes to acquire the Company (whether by tender offer or merger) in which the stockholders of the Company would receive aggregate cash consideration per share of Company Common Stock equal to or greater than the cash consideration to be received by such stockholders in the Offer and the Merger and (B) approval of any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the approval of the Merger Agreement or such other transaction on the date on which such meeting is held; , (ii) against (A) any Acquisition action or agreement which is intended or would reasonably be expected to impede, delay, postpone, interfere with, nullify or prevent, in each case in any material respect the Offer or the Merger, including, but not limited to, any other extraordinary corporate transaction, including, a merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend or liquidation involving the Company and any Person (other than Parent, the Purchaser or their Affiliates), or any other proposal of any Person (other than Parent, the Purchaser or their Affiliates) to acquire the Company or all or substantially all of the assets thereof, (B) any Competing Proposal and any action in furtherance of any Competing Proposal, (C) any amendment to the Company Charter or Company Bylaws, (D) any material change to the capitalization of the Company, (E) any change in a majority of the directors of the Company Board or (BF) any action, proposal, transaction or agreement that would reasonably be expected to result in the failure occurrence of any condition set forth in Section 8.1 of the Merger Agreement or Annex A I to the Merger Agreement or result in a breach of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement (including any proposal to change in any manner the voting rights of the Subject Shares) or reasonably be expected to interfere with or delay the consummation of the Merger and the other transactions contemplated by the Merger Agreement; and/or (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement, which is considered at any such meeting of the Company Stockholders. Each Stockholder shall execute and delivery any documents which are necessary or appropriate to effectuate the foregoingstockholders.

Voting of Subject Shares; Proxy. (a) At every any meeting of the stockholders of the Company Stockholders held while this Agreement is in effect, duly called, and at every adjournment or postponement thereof, and or in connection with any written consent of the stockholders of the Company or in any other circumstances upon Parent’s request at every occasion on which a written vote, consent can be providedor other approval of all or some of the stockholders of the Company is duly sought, each such Stockholder shall, or shall cause the holder of record of its Subject Shares on any given applicable record to date to, include all of appear at such meeting or otherwise cause such Stockholder’s Subject Shares in any computation to be counted as present thereat for purposes of establishing a quorum at any such meeting of Company Stockholders and vote (or cause to be voted) all of such Stockholder’s Subject Shares (from and after to the Acceptance Time, excluding extent that any of the Subject Shares purchased are entitled to vote at such meeting or in the Offer, and from and after a Company Adverse Recommendation Change, excluding for purpose of voting or such written consents Subject Shares that are not Restricted Voting Shares consent (as defined below) of any Stockholder, the “Vote Shares”): ) (i) in favor of (A) approval and adoption of the Merger Agreement and the transactions contemplated thereunder and (B) approval of any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the approval of the Merger Agreement or such other transaction on the date on which such meeting is held; , (ii) against any action or agreement which would reasonably be expected to impede, delay, postpone, interfere with, nullify or prevent, in each case in any material respect the Offer or the Merger, including, but not limited to, (A) any Acquisition other extraordinary corporate transaction, including, a merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend or liquidation involving the Company and any Person (other than Parent, the Purchaser or their Affiliates), or any other proposal of any Person (other than Parent, the Purchaser or their Affiliates) to acquire the Company or all or substantially all of the assets thereof, (B) any Competing Proposal and any action in furtherance of any Competing Proposal, (C) any amendment to the Company Charter or Company Bylaws, (D) any material change to the capitalization of the Company, (E) any change in a majority of the directors of the Company Board or (BF) any action, proposal, transaction or agreement that would reasonably be expected to result in the failure occurrence of any condition set forth in Section 8.1 of the Merger Agreement or Annex A I to the Merger Agreement or result in a breach of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement (including any proposal to change in any manner the voting rights of the Subject Shares) or reasonably be expected to interfere with or delay the consummation of the Merger and the other transactions contemplated by the Merger Agreement; and/or (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement, which is considered at any such meeting of the Company Stockholders. Each Stockholder shall execute and delivery any documents which are necessary or appropriate to effectuate the foregoingstockholders.

Voting of Subject Shares; Proxy. (a) At every any meeting of the stockholders of the Company Stockholders held while this Agreement is in effect, however called, and at every adjournment or postponement thereof, and or in connection with any written consent of the stockholders of the Company or in any other circumstances upon Parent’s request at every occasion on which a written vote, consent can be providedor other approval of all or some of the stockholders of the Company is sought, each such Stockholder shall, or shall cause the holder of record of its Subject Shares on any given applicable record to date to, include all of appear at such meeting or otherwise cause such Stockholder’s Subject Shares in any computation to be counted as present thereat for purposes of establishing a quorum at any such meeting of Company Stockholders and vote (or cause to be voted) all of such Stockholder’s Subject Shares (from and after to the Acceptance Time, excluding extent that any of the Subject Shares purchased are entitled to vote at such meeting or in the Offer, and from and after a Company Adverse Recommendation Change, excluding for purpose of voting or such written consents Subject Shares that are not Restricted Voting Shares consent (as defined below) of any Stockholder, the “Vote Shares”): ) (i) in favor of (A) approval and/or adoption of the Merger Agreement and the transactions contemplated thereunder or any other transaction pursuant to which Parent proposes to acquire the Company (whether by tender offer or merger) in which the stockholders of the Company would receive aggregate cash consideration per share of Company Common Stock equal to or greater than the cash consideration to be received by such stockholders in the Offer and the Merger and (B) approval of any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the approval of the Merger Agreement or such other transaction on the date on which such meeting is held; , (ii) against (A) any Acquisition action or agreement which is intended or would reasonably be expected to impede, delay, postpone, interfere with, nullify or prevent, in each case in any material respect the Offer or the Merger, including, but not limited to, any other extraordinary corporate transaction, including, a merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend or liquidation involving the Company and any Person (other than Parent, the Purchaser or their Affiliates), or any other proposal of any Person (other than Parent, the Purchaser or their Affiliates) to acquire the Company or all or substantially all of the assets thereof, (B) any Competing Proposal and any action in furtherance of any Competing Proposal or (BC) any action, proposal, transaction or agreement that would reasonably be expected to result in the failure occurrence of any condition set forth in Section 8.1 of the Merger Agreement or Annex A I to the Merger Agreement or result in a breach of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement (including any proposal to change in any manner the voting rights of the Subject Shares) or reasonably be expected to interfere with or delay the consummation of the Merger and the other transactions contemplated by the Merger Agreement; and/or (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement, which is considered at any such meeting of the Company Stockholders. Each Stockholder shall execute and delivery any documents which are necessary or appropriate to effectuate the foregoingstockholders.

Voting of Subject Shares; Proxy. (a) At every meeting of the Company Stockholders called, and at every adjournment or postponement thereof, and upon Parent’s request at every occasion on which a written consent can be provided, each such Stockholder shall, or shall cause the holder of record of the Subject Shares on any given applicable record to date to, include all of appear or otherwise cause such Stockholder’s Subject Shares in any computation to be counted as present for purposes of establishing a quorum at any such meeting of Company Stockholders and vote such Stockholder’s Subject Shares (from and after to the Acceptance Time, excluding extent that any of the Subject Shares are not purchased in the Offer, and from and after a Company Adverse Recommendation Change, excluding for purpose of voting or written consents Subject Shares that are not Restricted Voting Shares ) (as defined below) of any Stockholder, the “Vote Shares”): ) (i) in favor of (A) the adoption and approval of the Merger Agreement and the transactions contemplated thereunder thereby or any other transaction pursuant to which Parent proposes to acquire the Company, whether by tender offer or merger, in which the Company Stockholders would (x) receive aggregate consideration per share of Common Stock equal to or greater than the consideration to be received by such Company Stockholders in the Offer and the Merger, (y) receive only cash and no other form of consideration and (z) not be required to agree to any additional obligations, liabilities, covenants or other agreements, and (B) approval of any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the approval of the Merger Agreement requested by Parent or such other transaction on the date on which such meeting is held; Acquisition Sub, (ii) against (A) any action or agreement which would in any material respect impede, interfere with or prevent the Offer or the Merger, including, but not limited to, any other extraordinary corporate transaction, including, a merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend or liquidation involving the Company and any Person (other than Parent, Acquisition Sub or their respective Affiliates), or any other proposal of any Person (other than Parent, Acquisition Sub or their respective Affiliates) to acquire the Company or all or substantially all of the assets thereof, (B) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal or (BC) any action, proposal, transaction or agreement that would reasonably be expected to result in the failure of the Minimum Tender Condition, the occurrence of any condition set forth in Section 8.1 clauses (i) through (viii) of the Merger Agreement or Annex A to the Merger Agreement or result in a breach of any covenant, representation or warranty or any other obligation or agreement of such Stockholder any of the Stockholders under this Agreement (including any proposal to change in any manner the voting rights of the Subject Shares) or reasonably be expected to interfere with or delay the consummation of the Merger and the other transactions contemplated by the Merger Agreement; and/or (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement, which is considered at any such meeting of the Company Stockholders. Each Stockholder shall execute and delivery any documents which are necessary or appropriate to effectuate the foregoing.

Voting of Subject Shares; Proxy. (a) At every any meeting of the stockholders of the Company Stockholders held while this Agreement is in effect, however called, and at every adjournment or postponement thereof, and or in connection with any written consent of the stockholders of the Company or in any other circumstances upon Parent’s request at every occasion on which a written vote, consent can be providedor other approval of all or some of the stockholders of the Company is sought, each at any time prior to the termination of this Agreement, such Stockholder shall, or shall cause the holder of record of its Subject Shares on any given applicable record to date to, include all of appear at such meeting or otherwise cause such Stockholder’s Subject Shares in any computation to be counted as present thereat for purposes of establishing a quorum at any such meeting of Company Stockholders and vote (or cause to be voted) all of such Stockholder’s Subject Shares (from and after to the Acceptance Time, excluding extent that any of the Subject Shares purchased are entitled to vote at such meeting or in the Offer, and from and after a Company Adverse Recommendation Change, excluding for purpose of voting or such written consents Subject Shares that are not Restricted Voting Shares consent (as defined below) of any Stockholder, the “Vote Shares”): ) (i) in favor of (A) approval and/or adoption of the Merger Agreement and the transactions contemplated thereunder and (B) approval of any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the approval of the Merger Agreement or such other transaction on the date on which such meeting is held; , (ii) against (A) any action or agreement which is intended or would reasonably be expected to impede, delay, postpone, interfere with, nullify or prevent, in each case in any material respect the Offer or the Merger, including, but not limited to, any other extraordinary corporate transaction, including a merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend or liquidation involving the Company and any Person (other than Parent, Purchaser or their Affiliates), or any other proposal of any Person (other than Parent, Purchaser or their Affiliates) to acquire the Company or all or substantially all of the assets thereof, (B) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal or (BC) any action, proposal, transaction or agreement that would reasonably be expected to result in the failure occurrence of any condition set forth in Section 8.1 of the Merger Agreement or Annex A I to the Merger Agreement or result in a breach of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement (including any proposal to change in any manner the voting rights of the Subject Shares) or reasonably be expected to interfere with or delay the consummation of the Merger and the other transactions contemplated by the Merger Agreement; and/or (iii) in favor of any other matter necessary for the consummation of the transactions contemplated by the Merger Agreement, which is considered at any such meeting of the Company Stockholders. Each Stockholder shall execute and delivery any documents which are necessary or appropriate to effectuate the foregoingstockholders.

Voting of Subject Shares; Proxy. (a) At Without in any way limiting Stockholder’s right to vote Stockholder’s Subject Shares in Stockholder’s sole discretion on any other matters that may be submitted to a vote of the Company’s stockholders consent or other approval, at every meeting of the Company Stockholders called, and at every adjournment or postponement thereof, and upon Parent’s request at every occasion on which a written consent can be provided, each such Stockholder shall, or shall cause the holder of record on any given applicable record to date to, include all of appear or otherwise cause such Stockholder’s Subject Shares in any computation to be counted as present for purposes of establishing a quorum at any such meeting of Company Stockholders and vote such Stockholder’s Subject Shares (from and after to the Acceptance Time, excluding extent that any of the Subject Shares are not purchased in the Offer, and from and after a Company Adverse Recommendation Change, excluding for purpose of voting or written consents Subject Shares that are not Restricted Voting Shares ) (as defined below) of any Stockholder, the “Vote Shares”): ) (i) in favor of (A) the adoption and approval of the Merger Agreement and the transactions contemplated thereunder thereunder, and (B) approval of any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the adoption and approval of the Merger Agreement or such other transaction and the transactions contemplated thereby on the date on which such meeting is held; , (ii) against (A) any action or agreement which would in any material respect impede, interfere with or prevent the Offer or the Merger, including, but not limited to, any other extraordinary corporate transaction, including, a merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend or liquidation involving the Company, or any other proposal of any Person (other than Parent, Merger Sub or their respective Affiliates) to acquire the Company or all or substantially all of the assets thereof, (B) any Acquisition Proposal or (BC) any action, proposal, transaction or agreement that would reasonably be expected to result in the failure occurrence of any condition set forth in Section 8.1 of the Merger Agreement or Annex A to the Merger Agreement or result in a breach of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement (including any proposal to change in any manner the voting rights of the Subject Shares) or reasonably be expected to interfere with or delay the consummation of the Merger and the other transactions contemplated by the Merger Agreement; and/or (iii) in favor of any other matter reasonably necessary for consummation of the transactions contemplated by the Merger Agreement, which is considered at any such meeting of the Company Stockholders. Each Stockholder shall execute and delivery any documents which are necessary or appropriate to effectuate the foregoing.

Voting of Subject Shares; Proxy. (a) At every meeting of the Company Stockholders called, and at every adjournment or postponement thereof, and upon Parent’s request at every occasion on which a written consent can be provided, each such Stockholder shall, or shall cause the holder of record on any given applicable record to date to, include all of appear or otherwise cause such Stockholder’s Subject Shares in any computation to be counted as present for purposes of establishing a quorum at any such meeting of Company Stockholders and vote such Stockholder’s Subject Shares (from and after to the Acceptance Time, excluding extent that any of the Subject Shares are not purchased in the Offer, and from and after a Company Adverse Recommendation Change, excluding for purpose of voting or written consents Subject Shares that are not Restricted Voting Shares ) (as defined below) of any Stockholder, the “Vote Shares”): ) (i) in favor of (A) the adoption and approval of the Merger Agreement and the transactions contemplated thereunder thereunder, and (B) approval of any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the adoption and approval of the Merger Agreement or such other transaction and the transactions contemplated thereby on the date on which such meeting is held; , (ii) against (A) any action or agreement which would in any material respect impede, interfere with or prevent the Offer or the Merger, including, but not limited to, any other extraordinary corporate transaction, including, a merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend or liquidation involving the Company and any Person (other than Parent, Merger Sub or their respective Affiliates), or any other proposal of any Person (other than Parent, Merger Sub or their respective Affiliates) to acquire the Company or all or substantially all of the assets thereof, (B) any Acquisition Proposal or (BC) any action, proposal, transaction or agreement that would reasonably be expected to result in the failure occurrence of any condition set forth in Section 8.1 of the Merger Agreement or Annex A to the Merger Agreement or result in a breach of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement (including any proposal to change in any manner the voting rights of the Subject Shares) or reasonably be expected to interfere with or delay the consummation of the Merger and the other transactions contemplated by the Merger Agreement; and/or (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement, which is considered at any such meeting of the Company Stockholders. Each Stockholder shall execute and delivery any documents which are necessary or appropriate to effectuate the foregoing.

Voting of Subject Shares; Proxy. (a) At every meeting of the Company Common Stockholders called, and at every adjournment or postponement thereof, and upon Parent’s request at every occasion on which a written consent can be provided, each such Stockholder shall, or shall cause the holder of record of the Subject Shares on any given applicable record to date to, include all of appear or otherwise cause such Stockholder’s Subject Shares in any computation to be counted as present for purposes of establishing a quorum at any such meeting of Company Common Stockholders and vote such Stockholder’s Subject Shares (from and after to the Acceptance Time, excluding extent that any of the Subject Shares are not purchased in the Offer, and from and after a Company Adverse Recommendation Change, excluding for purpose of voting or written consents Subject Shares that are not Restricted Voting Shares ) (as defined below) of any Stockholder, the “Vote Shares”): ) (i) in favor of (A) the adoption and approval of the Merger Agreement and the transactions contemplated thereunder thereby, and (B) approval of any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the approval of the requested by Parent or Merger Agreement or such other transaction on the date on which such meeting is held; Sub, (ii) against (A) any action or agreement which would in any material respect impede, interfere with or prevent the Offer or the Merger, including, but not limited to, any other extraordinary corporate transaction, including, a merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend or liquidation involving the Company and any Person (other than Parent, Merger Sub or their respective Affiliates), or any other proposal of any Person (other than Parent, Merger Sub or their respective Affiliates) to acquire the Company or all or substantially all of the assets thereof, (B) any Acquisition Proposal or and any action in furtherance of any Acquisition Proposal, in each case other than the transactions contemplated by the Merger Agreement, and (BC) any action, proposal, transaction or agreement that would reasonably be expected to result in the failure of the Minimum Condition, the occurrence of any condition set forth in Section 8.1 clauses (a) through (f) of the Merger Agreement or Annex A Schedule I to the Merger Agreement or result in a breach of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement (including any proposal to change in any manner the voting rights of the Subject Shares) or reasonably be expected to interfere with or delay the consummation of the Merger and the other transactions contemplated by the Merger Agreement; and/or (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement, which is considered at any such meeting of the Company Common Stockholders. Each Stockholder shall execute and delivery any documents which are necessary or appropriate to effectuate the foregoing.

Voting of Subject Shares; Proxy. (a) At every any meeting of the stockholders of the Company Stockholders held while this Agreement is in effect, however called, and at every adjournment or postponement thereof, and or in connection with any written consent of the stockholders of the Company or in any other circumstances upon Parent’s request at every occasion on which a written vote, consent can be providedor other approval of all or some of the stockholders of the Company is sought, each at any time prior to the termination of this Agreement, the Stockholder shall, or shall cause the holder of record of its Subject Shares on any given applicable record to date to, include all of appear at such meeting or otherwise cause the Stockholder’s Subject Shares in any computation to be counted as present thereat for purposes of establishing a quorum at any such meeting of Company Stockholders and vote such (or cause to be voted) all of the Stockholder’s Subject Shares (from and after to the Acceptance Time, excluding extent that any of the Subject Shares purchased are entitled to vote at such meeting or in the Offer, and from and after a Company Adverse Recommendation Change, excluding for purpose of voting or such written consents Subject Shares that are not Restricted Voting Shares consent (as defined below) of any Stockholder, the “Vote Shares”): ) (i) in favor of (A) approval of the Merger Agreement and the transactions contemplated thereunder and (B) approval of any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the approval of the Merger Agreement or such other transaction on the date on which such meeting is held; (ii) against (A) any action or agreement which is intended or would reasonably be expected to impede, delay, postpone, interfere with, nullify or prevent, in each case in any material respect, the Offer or the Merger, including, but not limited to, any other extraordinary corporate transaction, including a merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend or liquidation involving the Company and any Person (other than Parent, Purchaser or their Affiliates), or any other proposal of any Person (other than Parent, Purchaser or their Affiliates) to acquire the Company or all or substantially all of the assets thereof, (B) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal or (BC) any action, proposal, transaction or agreement that would reasonably be expected to result in the failure occurrence of any condition set forth in Section 8.1 of the Merger Agreement or Annex A to the Merger Agreement Offer to not be satisfied or result in a breach of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement or agreement of such the Stockholder under this Agreement (including any proposal to change in any manner the voting rights of the Subject Shares) or reasonably be expected to interfere with or delay the consummation of the Merger and the other transactions contemplated by the Merger Agreement; and/or (iiiii) in favor of any other matter necessary for consummation or in furtherance of the Merger Agreement or the transactions contemplated by the Merger Agreement, which is considered at any such meeting of the Company Stockholders. Each Stockholder shall execute and delivery any documents which are necessary or appropriate to effectuate the foregoing.