Common use of Voting of Subject Shares Clause in Contracts

Voting of Subject Shares. At every meeting of the shareholders of the Company called, and at every adjournment or postponement thereof, such Shareholder 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 such Shareholder’s Subject Shares are not purchased in the Offer) (i) in favor of the adoption of the Merger Agreement and the transactions contemplated thereby, (ii) against (A) any agreement or arrangement related to 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 that would reasonably be expected to dilute materially the benefits to Parent of the transactions contemplated by the Merger Agreement, or (D) other matter relating to, or in connection with, any of the foregoing matters, and (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 shareholders, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing. In the event that any meeting of the shareholders of the Company is held, such Shareholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause his or her Subject Shares (to the extent that any of such Shareholder’s Subject Shares are not purchased in the Offer) to be counted as present thereat for purposes of establishing a quorum.

Voting of Subject Shares. At every meeting of the shareholders stockholders of the Company calledcalled for such purpose, and at every adjournment or postponement thereof, such Shareholder each Stockholder shall, or shall cause the holder of record on any applicable record date to, vote his or her its Subject Shares (to the extent that any of such ShareholderStockholder’s Subject Shares are not purchased in the OfferOffer and provided that neither the Offer Price nor the Merger Consideration was decreased) (i) in favor of the adoption of the Merger Agreement and the transactions contemplated thereby, (ii) against (A) any agreement or arrangement related to any Acquisition Proposal, and (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 that would reasonably be expected to dilute materially the benefits to Parent of the transactions contemplated by the Merger Agreement, or (D) other matter relating to, or in connection with, any of the foregoing matters, and (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 shareholdersstockholders, and in connection therewith to therewith, such Stockholder shall execute any documents which are necessary or appropriate in order to effectuate the foregoing. Each Stockholder shall retain at all times the right to vote its Subject Shares in its sole discretion and without any other limitation on those matters other than those set forth in this Section 1.2 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 stockholders of the Company is held, such Shareholder Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause his or her its Subject Shares (to the extent that any of such ShareholderStockholder’s Subject Shares are not purchased in the Offer) to be counted as present thereat for purposes of establishing a quorum.

Voting of Subject Shares. At every meeting of the shareholders stockholders of the Company called, and at every adjournment or postponement thereof, such Shareholder the Stockholders shall, or shall cause the holder of record on any applicable record date to, vote his or her the Subject Shares (to the extent that any of such Shareholder’s the Subject Shares are not purchased in the Offer) (i) in favor of the (A) approval and adoption of the Merger Agreement and each of the other transactions contemplated therebyby the Merger Agreement, 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 and adoption of the Merger Agreement on the date on which such meeting is held, and (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 that would reasonably be expected to dilute materially the benefits to Parent of the transactions contemplated by the Merger Agreement, 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 matter relating to, obligation or in connection with, any agreement of the foregoing mattersCompany under the Merger Agreement or of such Stockholder under this Agreement or (y) the failure of any Offer Condition to be satisfied, and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement Agreement, which is considered at any such meeting of shareholdersstockholders, and in connection therewith to execute any documents which reasonably requested by Parent that are necessary or appropriate in order to effectuate the foregoing. In the event that any meeting of the shareholders of the Company is held, such Shareholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause his or her Subject Shares (to the extent that any of such Shareholder’s Subject Shares are not purchased in the Offer) to be counted as present thereat for purposes of establishing a quorum.

Voting of Subject Shares. At every meeting of the shareholders of the Company called, and at every adjournment adjournment, postponement or postponement rescheduling thereof, such Shareholder 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 such Shareholder’s Subject Shares are not purchased in the Offer) (i) in favor of the approval and adoption of the Merger Agreement and the transactions contemplated thereby, (ii) against (A) any agreement approval or arrangement related to adoption of any Acquisition ProposalProposal or any proposal made in opposition to or in competition with the Merger or the other transaction contemplated in the Merger Agreement, (Biii) against any liquidationactions (other than those actions that relate to the Merger or the other transactions contemplated in the Merger Agreement) to the extent that such actions are intended, 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 could reasonably be expected to to, in any material respect, impede, interfere with, prevent delay, postpone, discourage or materially delay the Offer or adversely affect the Merger or that would reasonably be expected to dilute materially and the benefits to Parent of the other transactions contemplated by in the Merger Agreement, or (D) other matter relating to, or in connection with, any of the foregoing matters, and (iiiiv) in favor of any other matter necessary for consummation of the Merger and the other transactions contemplated by the Merger Agreement which is considered at any such meeting of shareholders, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing. In the event that any meeting of the shareholders of the Company is held, such Shareholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause his or her Subject Shares (to the extent that any of such Shareholder’s Subject Shares are not purchased in the Offer) to be counted as present thereat for purposes of establishing a quorum.

Voting of Subject Shares. (a) At every meeting of the shareholders of the Company calledcalled for such purpose, and at every adjournment or postponement thereof, such Shareholder shall, or shall cause the holder of record on any applicable record date to, vote his or her its Subject Shares (to the extent that any of such Shareholder’s Subject Shares are not purchased in the Offer) (i) in favor of the adoption of the Merger Agreement and the transactions contemplated thereby, (ii) against (A) any agreement or arrangement related to any Acquisition Proposal, other than the Merger, (B) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of the Company or any of its Subsidiaries, the Company subsidiaries and (C) any other transaction the consummation of which action that would reasonably be expected to materially impede, interfere with, prevent delay, postpone or materially delay the Offer or adversely affect in any material respect the Merger or that would reasonably be expected to dilute materially the benefits to Parent of and the transactions contemplated by the Merger Agreement, or (D) other matter relating to, or in connection with, any of the foregoing matters, Agreement and (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 shareholders, and in connection therewith to therewith, Shareholder shall execute any documents which are necessary or appropriate in order to effectuate the foregoing. Shareholder shall retain at all times the right to vote its Subject Shares in its 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 shareholders generally. In the event that any meeting of the shareholders of the Company is held, such Shareholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause his or her its Subject Shares (to the extent that any of such Shareholder’s Subject Shares are not purchased in the Offer) to be counted as present thereat for purposes of establishing a quorum.

Voting of Subject Shares. At every meeting of the shareholders stockholders of the Company calledcalled for such purpose, and at every adjournment or postponement thereof, such Shareholder each Stockholder shall, or shall cause the holder of record on any applicable record date to, vote his or her its Subject Shares (to the extent that any of such Shareholder’s Stockholder's Subject Shares are not purchased in the OfferOffer and provided that neither the Offer Price nor the Merger Consideration was decreased) (i) in favor of the adoption of the Merger Agreement and the transactions contemplated thereby, (ii) against (A) any agreement or arrangement related to any Acquisition Proposal, and (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 that would reasonably be expected to dilute materially the benefits to Parent of the transactions contemplated by the Merger Agreement, or (D) other matter relating to, or in connection with, any of the foregoing matters, and (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 shareholdersstockholders, and in connection therewith to therewith, such Stockholder shall execute any documents which are necessary or appropriate in order to effectuate the foregoing. Each Stockholder shall retain at all times the right to vote its Subject Shares in its sole discretion and without any other limitation on those matters other than those set forth in this Section 1.2 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 stockholders of the Company is held, such Shareholder Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause his or her its Subject Shares (to the extent that any of such Shareholder’s Stockholder's Subject Shares are not purchased in the Offer) to be counted as present thereat for purposes of establishing a quorum.

Voting of Subject Shares. At During the Support Period, at every meeting of the shareholders stockholders of the Company calledcalled for such purpose, and at every adjournment or postponement thereof, such Shareholder each Stockholder shall, or shall cause the holder of record on any applicable record date to, vote his or her such Stockholder’s Subject Shares (to the extent that any of such ShareholderStockholder’s Subject Shares are not purchased in the OfferOffer and provided that the Offer price was not decreased) (i) in favor of the adoption of the Merger Agreement and the transactions contemplated thereby, (ii) against (A) any agreement or arrangement related to any Acquisition Proposal, Proposal and (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 that would reasonably be expected to dilute materially the benefits to Parent of the transactions contemplated by the Merger Agreement, or (D) other matter relating to, or in connection with, any of the foregoing matters, and (iii) in favor of any other matter that Stockholder knows is necessary for consummation of the transactions contemplated by the Merger Agreement which is considered Agreement. Each Stockholder shall retain at all times the right to vote such Stockholder’s Subject Shares 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 such meeting of shareholders, and in connection therewith time or from time to execute any documents which are necessary or appropriate in order time presented for consideration to effectuate the foregoingCompany’s stockholders generally. In the event that any meeting of the shareholders stockholders of the Company is held, such Shareholder Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause his or her such Stockholder’s Subject Shares (to the extent that any of such ShareholderStockholder’s Subject Shares are not purchased in the OfferOffer and provided that the Offer price was not decreased) to be counted as present thereat for purposes of establishing a quorum.

Voting of Subject Shares. (a) . At every meeting of the shareholders stockholders of the Company calledcalled for such purpose, and at every adjournment or postponement thereof, such Shareholder each Stockholder shall, or shall cause the holder of record on any applicable record date to, vote his or her its Subject Shares (to the extent that any of such ShareholderStockholder’s Subject Shares are not purchased in the OfferOffer and provided that the Offer price was not decreased) (i) in favor of the adoption of the Merger Agreement and the transactions contemplated thereby, (ii) against (A) any agreement or arrangement related to any Acquisition Proposal, and (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 that would reasonably be expected to dilute materially the benefits to Parent of the transactions contemplated by the Merger Agreement, or (D) other matter relating to, or in connection with, any of the foregoing matters, and (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 shareholdersstockholders, and in connection therewith to therewith, such Stockholder shall execute any documents which are necessary or appropriate in order to effectuate the foregoing. Each Stockholder shall retain at all times the right to vote his or its Subject Shares in his or its 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 stockholders of the Company is held, such Shareholder Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause his or her its Subject Shares (to the extent that any of such ShareholderStockholder’s Subject Shares are not purchased in the Offer) to be counted as present thereat for purposes of establishing a quorum.

Voting of Subject Shares. At every meeting of the shareholders of the Company calledcalled for such purpose, and at every adjournment or postponement thereof, such each Shareholder shall, or shall cause the holder of record on any applicable record date to, vote his or her such Shareholder’s Subject Shares (to the extent that any of such Shareholder’s Subject Shares are have not been purchased in the OfferOffer and provided that the Offer price has not been decreased) (i) in favor of the adoption of the Merger Agreement and the transactions contemplated thereby, (ii) against (A) any agreement or arrangement related to 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 change in the business, management or Board of Directors of the Company (other transaction the consummation of which than as directed by Parent, HoldCo or Merger Sub) and (D) any other action, proposal or agreement that would reasonably be expected to impede, interfere with, prevent or materially delay the Offer or postpone the Merger or that would reasonably be expected to dilute materially and the benefits to Parent of the other transactions contemplated by the Merger Agreement, or (D) other matter relating to, or in connection with, any of the foregoing matters, and (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 shareholdersAgreement, and in connection therewith to such Shareholder shall execute any documents which are necessary or appropriate in order to effectuate the foregoing. Each Shareholder shall retain at all times the right to vote such Shareholder’s Subject Shares in such Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 1.02. In the event that any meeting of the shareholders of the Company is held, such Shareholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause his or her such Shareholder’s Subject Shares (to the extent that any of such Shareholder’s Subject Shares are not purchased in the OfferOffer and provided that the Offer price was not decreased) to be counted as present thereat for purposes of establishing a quorum.

Voting of Subject Shares. At every meeting of the shareholders stockholders of the Company calledcalled for such purpose, and at every adjournment or postponement thereof, such Shareholder each Stockholder shall, or shall cause the holder of record on any applicable record date to, vote his or her its Subject Shares (to the extent that any of such ShareholderStockholder’s Subject Shares are not purchased in the OfferOffer and provided that the Offer price was not decreased) (i) in favor of the adoption of the Merger Agreement and the transactions contemplated thereby, (ii) against (A) any agreement or arrangement related to any Acquisition Proposal, and (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 that would reasonably be expected to dilute materially the benefits to Parent of the transactions contemplated by the Merger Agreement, or (D) other matter relating to, or in connection with, any of the foregoing matters, and (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 shareholdersstockholders, and in connection therewith to therewith, such Stockholder shall execute any documents which are necessary or appropriate in order to effectuate the foregoing. Each Stockholder shall retain at all times the right to vote his or its Subject Shares in his or its 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 stockholders of the Company is held, such Shareholder Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause his or her its Subject Shares (to the extent that any of such ShareholderStockholder’s Subject Shares are not purchased in the Offer) to be counted as present thereat for purposes of establishing a quorum.