Common use of Voting of Subject Shares Clause in Contracts

Voting of Subject Shares. At every meeting of the stockholders of the Company called, and at every adjournment or postponement thereof, the Securityholder shall, or shall cause the holder of record on any applicable record date to, vote his Subject Shares (to the extent that any of the Securityholder’s Subject Shares are not purchased in the Offer) (a) in favor of the adoption of the Merger Agreement and the transactions contemplated thereby, (b) against (i) any agreement or Company action regarding any Company Takeover Proposal, (ii) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of the Company or any of its subsidiaries (iii) any agreement or Company action that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or (iv) any agreement or Company action that would reasonably be expected to prevent, impede, interfere with or delay the transactions contemplated by the Merger Agreement or that would reasonably be expected to dilute the benefits to Purchaser and its affiliates of the transactions contemplated by the Merger Agreement and (c) 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 stockholders.

Voting of Subject Shares. At every meeting of the stockholders of the Company called, and at every adjournment or postponement thereof, the such Securityholder shall, or shall cause the holder of record on any applicable record date to, vote his or her Subject Shares (to the extent that any of the such Securityholder’s Subject Shares are not purchased in the Offer) (a) in favor of the adoption of the Merger Agreement and the transactions contemplated thereby, (b) against (i) any agreement or Company action regarding any Company Takeover Proposal, (ii) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of the Company or any of its subsidiaries (iii) any agreement or Company action that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or (iv) any agreement or Company action that would reasonably be expected to prevent, impede, interfere with or delay the transactions contemplated by the Merger Agreement or that would reasonably be expected to dilute the benefits to Purchaser and its affiliates of the transactions contemplated by the Merger Agreement and (c) 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 stockholders.

Voting of Subject Shares. At every meeting of the stockholders of the Company called, and at every adjournment or postponement thereof, the such Securityholder shall, or shall cause the holder of record on any applicable record date to, vote his Subject Shares (to the extent that any of the such Securityholder’s 's Subject Shares are not purchased in the Offer) (ai) in favor of the adoption of the Merger Agreement and the transactions contemplated thereby, (bii) against (iA) any agreement or Company action regarding any Company Takeover Proposal, (iiB) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of the Company or any of its subsidiaries subsidiaries, (iiiC) any agreement or Company action that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or (ivD) any agreement or Company action that would reasonably be expected to prevent, impede, interfere with or delay the transactions contemplated by the Merger Agreement or that would reasonably be expected to dilute the benefits to Purchaser and its affiliates of the transactions contemplated by the Merger Agreement and (ciii) 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 stockholders.