Common use of Voting of the Company Shares Clause in Contracts

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 with respect to the Voting Shares. (c) Notwithstanding anything to the contrary herein, this Section 1 shall not limit or restrict any Voting Shareholder or any affiliate or designee of any Voting Shareholder who serves as a member of the board of directors of the Company from acting in his or her capacity as a director of the Company and exercising his or her fiduciary duties and responsibilities.

Voting of the Company Shares. (a) Each Voting Shareholder hereby agrees that, during the period commencing on the date hereof and continuing until the earlier to occur of (i) the Effective Time and (ii) the valid termination of this the Merger Agreement in accordance with its termsArticle VIII thereof, 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 (wy) in favor of the authorization and approval of the Merger Agreement Agreement, the Plan of Merger (as defined in 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 AgreementCompeting Transaction, 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. (ba) Each Voting Shareholder hereby appoints Holdings Parent and any other designee of HoldingsParent, 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 ‎Section 1(a). Each Voting Shareholder intends this proxy to be irrevocable (until the termination date) and coupled with an interest and shall will 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 with respect to the Voting Shares. (cb) Notwithstanding anything to the contrary herein, this Section ‎Section 1 shall not limit or restrict any Voting Shareholder or any affiliate or designee of any Voting Shareholder who serves as a member of the board of directors of the Company from acting in his or her capacity as a director of the Company and exercising his or her fiduciary duties and responsibilities.

Voting of the Company Shares. (a) Each Voting Shareholder 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 Company’s shareholdersholders of the Company Shares, however called, each Shareholder and at each of his or her Affiliates that acquires Beneficial Ownership of 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, Securities will appear at such meeting or otherwise cause the Voting Shares Securities to be counted as present thereat for purposes of calculating establishing 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 voted) the Securities (wi) in favor of the approval of the Merger Agreement and the transactions approval of other actions contemplated therein by the Merger Agreement and any related action reasonably actions required in furtherance thereof, (xii) in favor of any matters necessary for the consummation of the transactions contemplated by the Merger Agreement, (iii) against the approval of any Acquisition Proposal or the approval of any other action contemplated by an Acquisition Proposal,(yProposal, (iv) 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 interface with, delay or postpone, discourage or adversely affect the Merger Agreement or the transactions transaction contemplated thereby, thereby and (zv) 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 with respect to the Voting Shares. (c) Notwithstanding anything to the contrary herein, this Section 1 shall not limit or restrict any Voting Shareholder or any affiliate or designee of any Voting Shareholder who serves as a member of the board of directors of the Company from acting in his or her capacity as a director of the Company and exercising his or her fiduciary duties and responsibilities.

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 shall: (iA) 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, ; and (iiB) vote or otherwise cause to be voted all of his, his or her or its Voting Shares (wA) in favor of the approval of the Merger Agreement and the transactions contemplated therein thereby and any related action reasonably required in furtherance thereof, (xB) against any other Acquisition Proposal,(yProposal, (C) against any other action, agreement or transaction that is intended, that could would reasonably be expected, or the effect of which could would reasonably be expected, to materially impede, interfere with, delay or delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement or the transactions contemplated therebyperformance by such Shareholder of his or her obligations under this Agreement, and including: (z1) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Subsidiary (other than the Merger); (2) a sale, lease or transfer of a material amount of assets of the Company or any Subsidiary or a reorganization, recapitalization or liquidation of the Company or any Subsidiary; (3) an election of new members to the board of directors of the Company, other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; (4) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s memorandum and articles of association or other organizational documents, except if approved in writing by Parent; (5) any action that would require the consent of Parent pursuant to Section 6.01 of the Merger Agreement, except if approved in writing by Parent; or (6) any other material change in the Company’s corporate structure or business, except if approved in writing by Parent, (D) 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 any other obligation or agreement of the Company contained in the Merger Agreement, or of any Voting the Shareholder contained in this Agreement, (E) in favor of any adjournment or postponement of any shareholders’ meeting as may be requested by Parent and (iiiF) not enter into at in favor of any time prior other matter necessary to the termination consummation of this Agreement in accordance with its terms, any voting trust agreement or any other Contract (other than the Contribution transactions contemplated by the Merger Agreement) with respect to any Voting Shares. (b) Each Voting Shareholder hereby appoints Holdings Parent and any other designee of HoldingsParent, 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 will take such further actions or execute such other instruments (including any proxies circulated by the Company for any meetings of shareholders of the Company) as may be necessary to effectuate the intent of this proxy, and hereby revokes any proxy previously granted by such Voting Shareholder with respect to the Voting Shares. (c) Notwithstanding anything . If for any reason the proxy granted herein is not irrevocable, then each Shareholder agrees to the contrary herein, this Section 1 shall not limit or restrict any Voting Shareholder or any affiliate or designee of any Voting Shareholder who serves as a member of the board of directors of the Company from acting in vote his or her capacity Shares in accordance with Section 1(a) as instructed by Parent in writing prior to the termination of this Agreement in accordance with its terms. The parties agree that the foregoing is a director of the Company and exercising his or her fiduciary duties and responsibilitiesvoting agreement.

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, and shall cause its Affiliates: (iA) 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, ; and (iiB) vote or otherwise cause to be voted all of his, her or its Voting Shares (wA) in favor of the approval of the Merger Agreement and the transactions contemplated therein thereby and any related action reasonably required in furtherance thereof, (xB) against any other Acquisition Proposal,(yProposal, (C) against any other action, agreement or transaction that is intended, that could would reasonably be expected, or the effect of which could would reasonably be expected, to materially impede, interfere with, delay or delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement or the transactions contemplated therebyperformance by such Shareholder of its obligations under this Agreement, and including: (z1) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Subsidiary (other than the Merger); (2) a sale, lease or transfer of a material amount of assets of the Company or any Subsidiary or a reorganization, recapitalization or liquidation of the Company or any Subsidiary; (3) an election of new members to the board of directors of the Company, other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; (4) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s memorandum and articles of association or other organizational documents, except if approved in writing by Parent; (5) any action that would require the consent of Parent pursuant to Section 6.1 of the Merger Agreement, except if approved in writing by Parent; or (6) any other material change in the Company’s corporate structure or business, except if approved in writing by Parent, (D) 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 any other obligation or agreement of the Company contained in the Merger Agreement, or of any Voting the Shareholder contained in this Agreement, (E) in favor of any adjournment or postponement of any shareholders’ meeting as may be requested by Parent and (iiiF) not enter into at in favor of any time prior other matter necessary to the termination consummation of this Agreement in accordance with its terms, any voting trust agreement or any other Contract (other than the Contribution transactions contemplated by the Merger Agreement) with respect to any Voting Shares. (b) Each Voting Shareholder hereby appoints Holdings Parent and any other designee of HoldingsParent, 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 will take such further actions or execute such other instruments (including any proxies circulated by the Company for any meetings of shareholders of the Company) as may be necessary to effectuate the intent of this proxy, and hereby revokes any proxy previously granted by such Voting Shareholder with respect to the Voting Shares. (c) Notwithstanding anything . If for any reason the proxy granted herein is not irrevocable, then each Shareholder agrees to the contrary herein, this Section 1 shall not limit or restrict any Voting Shareholder or any affiliate or designee of any Voting Shareholder who serves as a member of the board of directors of the Company from acting in vote his or her capacity Shares in accordance with Section 1(a) as instructed by Parent in writing prior to the termination of this Agreement in accordance with its terms. The parties agree that the foregoing is a director of the Company and exercising his or her fiduciary duties and responsibilitiesvoting agreement.

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 (wy) 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 AgreementAcquisition Proposal, 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 Parent and any other designee of HoldingsParent, 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 will 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 with respect to the Voting Shares. (c) Notwithstanding anything to the contrary herein, this Section 1 shall not limit or restrict any Voting Shareholder or any affiliate or designee of any Voting Shareholder who serves as a member of the board of directors of the Company from acting in his or her capacity as a director of the Company and exercising his or her fiduciary duties and responsibilities.

Voting of the Company Shares. (a) Each Voting Shareholder 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 Company’s shareholdersholders of the Company Shares, however called, each Stockholder and at each of its Affiliates that acquires Beneficial Ownership of 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, Securities will appear at such meeting or otherwise cause the Voting Shares Securities to be counted as present thereat for purposes of calculating establishing 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 voted) the Securities (wi) in favor of the approval of the Merger Agreement and the transactions approval of other actions contemplated therein by the Merger Agreement and any related action reasonably actions required in furtherance thereof, (xii) in favor of any matters necessary for the consummation of the transactions contemplated by the Merger Agreement, (iii) against the approval of any Alternative Transaction Proposal or the approval of any other Acquisition Proposal,(yaction contemplated by an Alternative Transaction Proposal, (iv) 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 interface with, delay or postpone, discourage or adversely affect the Merger Agreement or the transactions transaction contemplated thereby, thereby and (zv) 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 Stockholder 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 with respect to the Voting Shares. (c) Notwithstanding anything to the contrary herein, this Section 1 shall not limit or restrict any Voting Shareholder or any affiliate or designee of any Voting Shareholder who serves as a member of the board of directors of the Company from acting in his or her capacity as a director of the Company and exercising his or her fiduciary duties and responsibilities.