Common use of Voting of the Company Common Stock Clause in Contracts

Voting of the Company Common Stock. Stockholder hereby agrees that, during the period commencing on the date hereof and continuing until the first to occur of (a) the Effective Time or (b) termination of this Agreement in accordance with its terms, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of the Company Common Stock, however called, or in connection with any written consent of the holders of the Company Common Stock, Stockholder (in his or her capacity as such) will, provided that Stockholder has received written notice from Parent within a reasonable period of time prior to any such meeting that Parent is unable to vote the Securities subject to the irrevocable proxy in the form attached hereto as ANNEX I (the "PROXY") at the meeting, appear at the meeting or otherwise cause the Securities which are eligible to vote and which are held of record or over which Stockholder has sole voting power to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Securities which are eligible to vote and which are held of record or over which Stockholder has sole voting power: (A) in favor of the adoption of the Merger Agreement and the approval of other actions contemplated by the Merger Agreement and any actions required in furtherance thereof; (B) against approval of any proposal made in opposition to, or in competition with, the Merger Agreement or the consummation of the Merger; and (C) against any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement. Except as otherwise permitted under Section 5(a) hereof, Stockholder may not enter into any agreement or understanding with any person the effect of which would be inconsistent with or violative of any provision contained in this Section 6. Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall limit or restrict Stockholder from acting in Stockholder's capacity as a director of the Company (it being understood that this Agreement shall apply to Stockholder solely in Stockholder's capacity as a stockholder of the Company) or voting in Stockholder's sole discretion on any matter other than those matters referred to in subsections (A), (B) and (C) above.

Voting of the Company Common Stock. Stockholder hereby agrees that, during the period commencing on the date hereof and continuing until the first to occur of (a) the Effective Time or (b) termination of this Agreement in accordance with its terms, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of the Company Common Stock, however called, or in connection with any written consent of the holders of the Company Common Stock, Stockholder (in his or her capacity as such) will, provided that Stockholder has received written notice from Parent within a reasonable period of time prior to any such meeting that Parent is unable to vote the Securities subject to the irrevocable proxy in the form attached hereto as ANNEX Annex I (the "PROXY"“Proxy”) at the meeting, appear at the meeting or otherwise cause the Securities which are eligible to vote and which are held of record or over which Stockholder has sole voting power to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Securities which are eligible to vote and which are held of record or over which Stockholder has sole voting power: (A) in favor of the adoption of the Merger Agreement and the approval of other actions contemplated by the Merger Agreement and any actions required in furtherance thereof; (B) against approval of any proposal made in opposition to, or in competition with, the Merger Agreement or the consummation of the Merger; and (C) against any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement. Except as otherwise permitted under Section 5(a) hereof, Stockholder may not enter into any agreement or understanding with any person the effect of which would be inconsistent with or violative of any provision contained in this Section 6. Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall limit or restrict Stockholder from acting in Stockholder's ’s capacity as a director of the Company (it being understood that this Agreement shall apply to Stockholder solely in Stockholder's ’s capacity as a stockholder of the Company) or voting in Stockholder's ’s sole discretion on any matter other than those matters referred to in subsections (A), (B) and (C) above.

Voting of the Company Common Stock. Stockholder hereby agrees that, during the period commencing on the date hereof and continuing until the first to occur of (a) the Effective Time or (b) termination of this Agreement in accordance with its terms, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of the Company Common Stock, however called, or in connection with any written consent of the holders of the Company Common Stock, however solicited, Stockholder (in his or her capacity as such) will, provided that Stockholder has received written notice from Parent within a reasonable period of time prior to any such meeting that Parent is unable to vote the Securities subject to the irrevocable proxy in the form attached hereto as ANNEX I (the "PROXY") at the meeting, will appear at the meeting or otherwise cause the Securities which are eligible to vote and which are held of record or over which Stockholder has sole voting power to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) all of the Securities which are eligible to vote and which are held of record or over which Stockholder has sole having voting power:power thereon (A) in favor of the adoption of the Merger Agreement and the approval of the Asset Purchase and other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereofthereof and hereof; (B) against approval any action or agreement that would result in a breach in any respect of any proposal made in opposition tocovenant, representation or in competition withwarranty or any other obligation or agreement of the Company under the Merger Agreement, the Merger Agreement Asset Purchase Documents or the consummation of the Mergerthis Agreement; and (C) except as otherwise agreed to in writing in advance by Parent in its sole discretion, against the following actions (other than the Merger and the transactions contemplated by this Agreement and the Merger Agreement): (1) any Acquisition Proposal and (2)(a) any change in a majority of the persons who constitute the Board of Directors of the Company; (b) any material change in the present capitalization of the Company, including without limitation any proposal to sell a substantial equity interest in the Company or its Subsidiaries; (c) any amendment of the Certificate of Incorporation or Bylaws of the Company; whether such amendment is to be effected by merger or otherwise; (d) any other change in the Company's corporate structure or business; or (e) any other action that which, in the Parent's reasonable judgment, is intended, or could reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage postpone or materially adversely affect the Merger or any of and the other transactions contemplated by this agreement, the Merger AgreementAgreement and the Asset Purchase Documents. Except as otherwise permitted under Section 5(a) hereof, Stockholder may shall not enter into any agreement or understanding with any person the effect of which would be inconsistent with or violative of any provision contained in this Section 6. Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall limit or restrict Stockholder from acting in Stockholder's capacity as a director of the Company (it being understood that this Agreement shall apply to Stockholder solely in Stockholder's capacity as a stockholder of the Company) or voting in Stockholder's sole discretion on any matter other than those matters referred to in subsections (A), (B) and (C) above5.

Voting of the Company Common Stock. Stockholder hereby agrees that, during the period commencing on the date hereof and continuing until the first to occur of (a) the Effective Time or (b) termination of this Agreement in accordance with its terms, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of the Company Common Stock, however called, or in connection with any written consent of the holders of the Company Common Stock, Stockholder (in his or her capacity as such) will, provided that Stockholder has received written notice from Parent within a reasonable period of time prior to any such meeting that Parent is unable to vote the Securities subject to the irrevocable proxy in the form attached hereto as ANNEX Annex I (the "PROXY"“Proxy”) at the meeting, appear at the meeting or otherwise cause the Securities which are eligible to vote and which are held of record or over which Stockholder has sole voting power to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Securities which are eligible to vote and which are held of record or over which Stockholder has sole voting powerSecurities: (A) in favor of the adoption of the Merger Agreement and the approval of other actions contemplated by the Merger Agreement and any actions required in furtherance thereof; (B) against approval of any proposal made in opposition to, or in competition with, the Merger Agreement or the consummation of the Merger; and (C) against any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement. Except as otherwise permitted under Section 5(a) hereof, Stockholder may not enter into any agreement or understanding with any person the effect of which would be inconsistent with or violative of any provision contained in this Section 6. Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall limit or restrict Stockholder from acting in Stockholder's ’s capacity as a director of the Company (it being understood that this Agreement shall apply to Stockholder solely in Stockholder's ’s capacity as a stockholder of the Company) or voting in Stockholder's ’s sole discretion on any matter other than those matters referred to in subsections (A), (B) and (C) above.

Voting of the Company Common Stock. Stockholder (a) Each Committee Member hereby agrees that, during the period commencing on the date hereof and continuing until the first to occur of (ai) the Effective Time Closing or (bii) termination of this Agreement in accordance with its terms, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of the Company Common Stock, however called, or in connection with any written consent of the holders of the Company Common Stock, Stockholder however solicited, each Committee Member will appear (in his or her capacity as suchshall cause its Affiliates to appear) will, provided that Stockholder has received written notice from Parent within a reasonable period of time prior to any such meeting that Parent is unable to vote the Securities subject to the irrevocable proxy in the form attached hereto as ANNEX I (the "PROXY") at the meeting, appear at the meeting or otherwise cause the Securities which are eligible to vote and which are held of record or over which Stockholder has sole voting power to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) all of the Securities which are eligible to vote and which are held of record or over which Stockholder has sole having voting powerpower thereon: (A) in favor of adopting the adoption of the Merger Agreement Purchase and the approval of other actions contemplated by the Merger Agreement and any actions required in furtherance thereof;Purchase Agreement; and (B) except as otherwise agreed to in writing in advance by Purchaser in its sole discretion, against approval the following (other than the transactions contemplated by the Purchase Agreement): (i) any Acquisition Proposal, (ii) any change in a majority of the persons who constitute the Company Board, (iii) any action or agreement that would result in a breach in any respect of any proposal made in opposition tocovenant, representation or warranty or any obligation or agreement of the Company or Stockholder under the Purchase Agreement or this Agreement, respectively, or in competition with, the Merger Agreement or the consummation of the Merger; and (Civ) against any other action that which is intended, or which could reasonably be expected toexpected, to impede, interfere with, materially delay, postpone, discourage materially postpone or materially adversely affect the Merger or any of Closing and the other transactions contemplated by the Merger Purchase Agreement. (b) Notwithstanding the foregoing obligations in this Section 6, each of the Committee Members hereby agrees and covenants to vote in favor of adopting the Purchase and the Purchase Agreement and actions required in furtherance thereof as soon as is reasonably practicable upon receipt by such Committee Member of the proxy statement from the Company. Except as otherwise permitted under Section 5(a) hereof, Stockholder may not No Committee Member shall enter into any agreement or understanding with any person Person the effect of which would be inconsistent with or violative of any provision contained in this Section 6. Notwithstanding any provision of this Agreement With respect to the contraryA-4 Shares, nothing Xx. Xxxxxx agrees to take commercially reasonable efforts, consistent with his duties and responsibilities as an investment advisor and otherwise consistent with applicable law, to recommend to the trustee that the trustee vote the A-4 Shares in accordance with this Agreement shall limit or restrict Stockholder from acting in Stockholder's capacity as a director of the Company (it being understood that this Agreement shall apply to Stockholder solely in Stockholder's capacity as a stockholder of the Company) or voting in Stockholder's sole discretion on any matter other than those matters referred to in subsections (A), (B) and (C) aboveAgreement.

Voting of the Company Common Stock. Each Stockholder hereby agrees that, during the period commencing on the date hereof and continuing until the first to occur of (a) the Effective Time or (b) termination of this Agreement in accordance with its terms, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of the Company Common Stock, however called, or in connection with any written consent of the holders of the Company Common Stock, such Stockholder (in his or her capacity as such) will, provided that Stockholder has received written notice from Parent within a reasonable period of time prior to any such meeting that Parent is unable to vote the Securities subject to the irrevocable proxy in the form attached hereto as ANNEX I (the "PROXY") at the meeting, will appear at the meeting or otherwise cause the Securities which are eligible to vote and which are held of record or over which Stockholder has sole voting power to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) all of the Securities which are eligible to vote and which are held of record or over which Stockholder has sole voting powerSecurities: (A) in favor of the adoption of the Merger Agreement and the approval of other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereofthereof and hereof; (B) against approval any action or agreement that would result in a breach in any respect of any proposal made in opposition tocovenant, representation or in competition with, warranty or any other obligation or agreement of the Company under the Merger Agreement or the consummation of the Mergerthis Agreement; and (C) except as otherwise agreed to in writing in advance by Parent in its sole discretion, against the following actions (other than the Merger and the transactions contemplated by this Agreement and the Merger Agreement): (1) any Acquisition Proposal; and (2) (a) any change in a majority of the persons who constitute the Board of Directors of the Company; (b) any amendment of the Articles of Organization or Bylaws of the Company; (c) any other action that which, in the Parent's reasonable judgment is intended, or could reasonably be expected toexpected, to impede, interfere with, delay, postpone, discourage postpone or materially adversely affect the Merger or any of and the other transactions contemplated by this Agreement and the Merger Agreement. Except as otherwise permitted under Section 5(a, provided that the Parent shall have notified such Stockholder and the Company in writing of its determination that such Stockholder is required to vote against 4 such action pursuant to this clause (2)(c) hereofand, Stockholder may not enter into any agreement or understanding with any person the effect of which would be inconsistent with or violative of any provision contained in this Section 6. Notwithstanding any provision of this Agreement to the contraryextent practicable, nothing in this Agreement such notice shall limit or restrict Stockholder from acting in Stockholder's capacity as a director be given at least 5 Business Days prior to the date of the Company (it being understood that this Agreement shall apply to Stockholder solely in Stockholder's capacity as a stockholder of the Company) or voting in Stockholder's sole discretion on any matter other than those matters referred to in subsections (A), (B) and (C) abovesuch vote.

Voting of the Company Common Stock. Stockholder hereby agrees that, during the period commencing on the date hereof and continuing until the first to occur of (a) the Effective Time or (b) termination of this Agreement in accordance with its terms, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of the Company Common Stock, however called, or in connection with any written consent of the holders of the Company Common Stock, Stockholder (in his or her capacity as such) will, provided that Stockholder has received written notice from Parent within a reasonable period of time prior to any such meeting that Parent is unable to vote the Securities subject to the irrevocable proxy in the form attached hereto as ANNEX I (the "PROXY") at the meeting, appear at the meeting or otherwise cause the Securities which are eligible to vote and which are held of record or over which Stockholder has sole voting power to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Securities which are eligible to vote and which are held of record or over which Stockholder has sole voting powerSecurities: (A) in favor of the adoption of the Merger Agreement and the approval of other actions contemplated by the Merger Agreement and any actions required in furtherance thereof; (B) against approval of any proposal made in opposition to, or in competition with, the Merger Agreement or the consummation of the Merger; and (C) against any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement. Except as otherwise permitted under Section 5(a) hereof, Stockholder may not enter into any agreement or understanding with any person the effect of which would be inconsistent with or violative of any provision contained in this Section 6. Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall limit or restrict Stockholder from acting in Stockholder's capacity as a director of the Company (it being understood that this Agreement shall apply to Stockholder solely in Stockholder's capacity as a stockholder of the Company) or voting in Stockholder's sole discretion on any matter other than those matters referred to in subsections (A), (B) and (C) above.