Common use of Voting of Subject Shares Clause in Contracts

Voting of Subject Shares. (a) Shareholder agrees to vote or provide a written consent in respect of (or cause the holder of record on any applicable record date to vote or provide a written consent in respect of) all of the Subject Shares in connection with any meeting of the shareholders of the Company, including any class of shareholders (and at every adjournment or postponement thereof), or any action by written consent in lieu of a meeting of shareholders of the Company, including any class of shareholders (i) in favor of the approval of the Merger Agreement, the approval of the Merger and the other transactions contemplated by the Merger Agreement and the approval of any other matter that is required to be approved by the shareholders of the Company in order to effect the transactions contemplated by the Merger Agreement and (ii) against (A) any agreement or arrangement constituting or 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 and (C) any other action, proposal or agreement that would reasonably be expected, to interfere with or delay the consummation of the Merger and the other transactions contemplated by the Merger Agreement, and in connection therewith, Shareholder shall execute any documents which are necessary or appropriate in order to effectuate the foregoing. Shareholder shall (or shall cause the holder of record on any applicable record date to) appear at any meeting of shareholders called to approve the Merger Agreement or otherwise cause the Subject Shares (to the extent that any of 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 called, and at every adjournment or postponement thereof, such Shareholder agrees to vote shall, or provide a written consent in respect of (or shall cause the holder of record on any applicable record date to to, vote his or provide a written consent in respect of) all of the her Subject Shares (to the extent that any of such Shareholder’s Subject Shares are not purchased in connection with any meeting of the shareholders of the Company, including any class of shareholders (and at every adjournment or postponement thereof), or any action by written consent in lieu of a meeting of shareholders of the Company, including any class of shareholders Offer) (i) in favor of the approval adoption of the Merger Agreement, the approval of the Merger and the other transactions contemplated by the Merger Agreement and the approval of any other matter that is required to be approved by the shareholders of the Company in order to effect the transactions contemplated by the Merger Agreement and thereby, (ii) against (A) any agreement or arrangement constituting or 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 and Subsidiaries, (C) any other actiontransaction the consummation of which would reasonably be expected to impede, proposal interfere with, prevent or agreement materially delay the Offer or the Merger or that would reasonably be expected, expected to interfere with or delay dilute materially the consummation benefits to Parent of the Merger and 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 shareholders, and in connection therewith, Shareholder shall 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 (shall, or shall cause the holder of record on any applicable record date to) , appear at any such meeting of shareholders called to approve the Merger Agreement or otherwise cause the 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.