Voting of the Company Shares. (a) Each Voting Shareholder hereby agrees that, during the period commencing on the date hereof and continuing until termination of this Agreement in accordance with its terms, at any meeting of the Company’s shareholders, however called, and at any postponement or adjournment thereof, or in any other circumstances where any vote, consent or other approval is taken in respect of the Merger Agreement, each Voting Shareholder shall (i) in the case of a meeting, appear at such meeting or otherwise cause the Voting Shares to be counted as present for purposes of calculating a quorum and ensure any vote at such meeting be a poll vote, (ii) vote or otherwise cause to be voted all of his, her or its Voting Shares (w) in favor of the approval of the Merger Agreement and the transactions contemplated therein and any related action reasonably required in furtherance thereof, (x) against any other Acquisition Proposal,(y) against any action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interfere with, delay or postpone, discourage or adversely affect the Merger Agreement or the transactions contemplated thereby, and (z) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or other obligation or agreement of the Company contained in the Merger Agreement, or of any Voting Shareholder contained in this Agreement, and (iii) not enter into at any time prior to the termination of this Agreement in accordance with its terms, any voting trust agreement or any other Contract (other than the Contribution Agreement) with respect to any Voting Shares.
(b) Each Voting Shareholder hereby appoints Holdings and any other designee of Holdings, each of them individually, such Voting Shareholder’s irrevocable (the period commencing on the date hereof and continuing until termination of this Agreement in accordance with its terms) proxy and attorney-in-fact (with full power of substitution) to vote the Voting Shares as indicated in Section 1(a). Each Voting Shareholder intends this proxy to be irrevocable (until the termination date) and coupled with an interest and shall take such further actions or execute such other instruments as may be necessary to effectuate the intent of this proxy, and hereby revokes any proxy previously granted by such Voting Shareholder wi...
Voting of the Company Shares. Each Stockholder hereby irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing until 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 Shares, however called, each Stockholder and each of its affiliates that acquires Beneficial Ownership of any Securities will appear at such meeting or otherwise cause the Securities to be counted as present thereat for purposes of establishing a quorum and vote (or cause to be voted) the Securities in favor of the approval of the Merger Agreement and the approval of other actions contemplated by the Merger Agreement and any actions required in furtherance thereof.
Voting of the Company Shares. During the period commencing on the date hereof and continuing until the first to occur of (a) the Effective Time and (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 Shares, however called, the Stockholder (in its capacity as such) will, provided that the Stockholder has received written notice from the Company at least five (5) business days prior to such meeting, appear at such meeting or otherwise cause the Securities to be counted as present thereat for purposes of establishing a quorum and vote the Securities:
(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, including any Acquisition Proposal (as defined in the Merger Agreement); and
(C) against (A) any merger, rights offering, reorganization, recapitalization or liquidation involving the Company or any of its subsidiaries (other than the Merger), (B) a sale or transfer of a material amount of assets or capital stock of the Company or any of its subsidiaries or (C) any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement.
Voting of the Company Shares. During the period commencing on the date hereof and continuing until the first to occur of (a) the Effective Time and (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 Shares, however called, PSCM on behalf of each Stockholder and each of its other Affiliates that acquires Beneficial Ownership of any Securities, provided that PSCM, PSGP or any Stockholder has received written notice from the Company at least five (5) business days prior to such meeting, will appear at such meeting or otherwise cause the Securities to be counted as present thereat for purposes of establishing a quorum and vote the Securities:
(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, including any Acquisition Proposal (as defined in the Merger Agreement); and
(C) against (A) any merger, rights offering, reorganization, recapitalization or liquidation involving the Company or any of its subsidiaries (other than the Merger), (B) a sale or transfer of a material amount of assets or capital stock of the Company or any of its subsidiaries or (C) any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement.
Voting of the Company Shares. Each Stockholder hereby irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing until 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 Shares, however called, each Stockholder and each of its controlled Affiliates that acquires Beneficial Ownership of any Securities will appear at such meeting or otherwise cause the Securities to be counted as present thereat for purposes of establishing a quorum, and will vote (or cause to be voted) the Securities (a) in favor of (i) the approval of the Transaction Agreement, the Transactions and the various elements thereof, the Charter Amendment, and any other action required in furtherance thereof or necessary for the consummation of the Transactions and (ii) any proposal or recommendation by the Buyer Board or the Special Committee to adjourn or postpone the meeting for any reason, including to solicit additional votes and (b) against any action or agreement that would (i) result in a breach of any covenant, representation or warranty or any other obligation of the Company contained in the Transaction Agreement or (ii) be reasonably likely to impede, interfere with, materially delay, frustrate the purposes of or prevent the Transactions.
Voting of the Company Shares. Each Stockholder hereby irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing until termination of this Agreement in accordance with its terms, at the Stockholders’ Meeting and any other meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of the Company Shares, however called, each Stockholder and each of its Affiliates that acquires Beneficial Ownership of any Securities will appear at such meeting or otherwise cause the Securities to be counted as present thereat for purposes of establishing a quorum and vote (or cause to be voted) the Securities (a) in favor of the approval and 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 the approval of any Alternative Transaction Proposal or the approval of any other action contemplated by an Alternative Transaction Proposal, and (c) in favor of any matters necessary for the consummation of the transactions contemplated by the Merger Agreement.
