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

Voting of Subject Shares; Proxy. (a) Subject to the terms of this Agreement, during the time this Agreement is in effect, at every annual or special meeting of the Company’s shareholders called, and at every adjournment or postponement thereof, the Shareholder shall, or shall cause the holder of record on any applicable record date to, include the Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of Company’s shareholders and vote the Shareholder’s Subject Shares (to the extent that any of the Subject Shares are not purchased in the Offer and to the extent such matters are submitted for a vote at such meeting) (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 and (ii), to the extent it is submitted for a vote at such meeting, against (A) any Competing Proposal or (B) any action, proposal, transaction or agreement that would reasonably be expected to result in the occurrence of any condition set forth in Annex II to the Merger Agreement or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Shareholder under this Agreement (including any proposal to change in any manner the voting rights of the Subject Shares). Subject to the foregoing, the Shareholder shall retain at all times the right to vote the Subject Shares in the Shareholder’s sole discretion, and without any other limitation, on any matters other than those set forth herein that are at any time or from time to time presented for consideration to the Company’s shareholders generally.

Voting of Subject Shares; Proxy. (a) Subject to the terms of this Agreement, during the time this Agreement is in effect, at At every annual or special meeting of the Company’s shareholders Company Shareholders called, and at every adjournment or postponement thereof, the such Shareholder shall, or shall cause the holder of record on any applicable record date to, include the such Shareholder’s Subject Shares in any computation for purposes of establishing a quorum at any such meeting of Company’s shareholders Company Shareholders and vote the such Shareholder’s Subject Shares (to the extent that any of the Subject Shares are not purchased in the Offer and to the extent such matters are submitted for a vote at such meetingOffer) (the “Vote Shares”) ): (i) in favor of (A) approval of the Merger Agreement Agreement, the Plan of Merger 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 and the Plan of Merger or such other transaction on the date on which such meeting is held and held; (ii), to the extent it is submitted for a vote at such meeting, ) against (A) any Competing Acquisition Proposal or (B) any action, proposal, transaction or agreement that would reasonably be expected to result in the occurrence of any condition set forth in Annex II A to the Merger Agreement or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the such Shareholder under this Agreement (including any proposal to change in any manner the voting rights of the Subject Shares). Subject to the foregoing, the Shareholder shall retain at all times the right to vote the Subject Shares ; and/or (iii) in the Shareholder’s sole discretion, and without favor of any other limitationmatter necessary for consummation of the transactions contemplated by the Merger Agreement, on any matters other than those set forth herein that are which is considered at any time or from time to time presented for consideration to such meeting of the Company’s shareholders generallyCompany Shareholders.