Common use of Voting of the Securities Clause in Contracts

Voting of the Securities. (a) Each Rollover Stockholder hereby irrevocably and unconditionally agrees, jointly and severally, that, during the period commencing on the date hereof and continuing until the earliest to occur of (a) the Effective Time and (b) the valid termination of the Merger Agreement in accordance with its terms (the “Expiration Time”), at any meeting of the Company’s stockholders, however called, and at any adjournment thereof, or in any other circumstances where any vote, consent or other approval is taken in respect of the Merger Agreement (including any written resolution of the Company’s stockholders in connection with the Merger Agreement and/or any transactions contemplated thereby, including the Merger), such Rollover Stockholder shall, and shall cause his or its Affiliates to: (i) in the case of a meeting, appear at such meeting or otherwise cause its Securities to be counted as present for purposes of calculating a quorum and ensure any vote at such meeting be a poll vote; and (ii) vote or otherwise cause to be voted (including by proxy or written resolution, if applicable) all of his or its Securities (A) in favor of the authorization and approval of the Merger Agreement, and the Articles of Merger (to the extent applicable) and any related action reasonably required in furtherance thereof,(B) against the approval of any other proposal or offer regarding a Competing Transaction or any action contemplated by a Competing Proposal, or any other transactions, proposal, agreement or action made in opposition to the approval of the Merger Agreement or in competition or inconsistent with the Transactions, including the Merger, (C) against any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which 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 or this Agreement or the performance by such Rollover Stockholder , including without limitation, (i) any extraordinary corporate transaction, such as a scheme of arrangement, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger), (ii) a sale, lease or transfer of any material assets of the Company or any Subsidiary or a reorganization, recapitalization or liquidation of the Company or any Subsidiary, (iii) 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, (iv) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s articles of incorporation or bylaws, or (v) any other action that would require the consent of Parent pursuant to the Merger Agreement, except if consented to in writing by Parent under the Merger Agreement, (D) against any action, proposal, transaction or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of such Rollover Stockholder or Parent contained in this Agreement, (E) in favor of any adjournment or postponement of the Stockholders’ Meeting or any annual or special meeting of the stockholders of the Company, however called, at which any of the matters described in clause (A) – (E) hereof is to be considered (and any adjournment or postponement thereof) as may be requested by Parent or the Company in order to consummate the Transactions, including the Merger, and (F) in favor of any other matter necessary or reasonably requested by Parent to effect the Transactions. (b) Each Rollover Stockholder hereby irrevocably appoints Parent and any other designee of Parent, each of them individually, such Rollover Stockholder’s irrevocable (for 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 or cause to be voted (including by proxy or written resolution, if applicable) his or its respective Securities in accordance with Section 11(a) above at the Stockholders’ Meeting or other annual or special meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described Section 11(a) hereof is to be considered, in each case prior to the Expiration Time. Each Rollover Stockholder affirms that the irrevocable proxy set forth in this Section 11(b) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Rollover Stockholder under this Agreement. Each Rollover Stockholder intends this proxy to be irrevocable (until the termination date, as described below) and coupled with an interest and will take such further actions or execute such other instruments (including any proxies circulated by the Company for any meetings of stockholders of the Company) as may be necessary to effectuate the intent of this proxy, and hereby revokes any proxy previously granted by such Rollover Stockholder with respect to the Securities. If for any reason the proxy granted herein is not irrevocable, then each Rollover Stockholder agrees to vote his or its Securities in accordance with Section 11(a) above as instructed by Parent, or any other designee of Parent, in writing prior to the termination of this Agreement in accordance with its terms. The parties hereto agree that the foregoing is a voting agreement. The irrevocable proxy granted pursuant to this Section 11(b) shall terminate on the Expiration Time.

Voting of the Securities. (a) Each Rollover Stockholder hereby irrevocably and unconditionally agrees, jointly and severallyseverally but not jointly, that, during the period commencing on the date hereof and continuing until the earliest to occur of (a) the Effective Time and (b) the valid termination of the Merger Agreement in accordance with its terms (the “Expiration Time”), at any meeting of the Company’s stockholders, however called, and at any adjournment thereof, or in any other circumstances where any vote, consent or other approval is taken in respect of the Merger Agreement (including any written resolution of the Company’s stockholders in connection with the Merger Agreement and/or any transactions contemplated thereby, including the Merger)Agreement, such Rollover Stockholder shall, and shall cause his or its her Affiliates to: (i) in the case of a meeting, appear at such meeting or otherwise cause its Securities to be counted as present for purposes of calculating a quorum and ensure any vote at such meeting be a poll vote; and (ii) vote or otherwise cause to be voted (including by proxy or written resolution, if applicable) all of his or its her Securities (A) in favor of the authorization and approval of the Merger Agreement, Agreement and the Articles Plan of Merger (to the extent applicable) and any related action reasonably required in furtherance thereof,(Bthereof, (B) against the approval of any other proposal or offer regarding a Competing Transaction or any action contemplated by a Competing Proposal, or any other transactions, proposal, agreement or action made in opposition to the approval of the Merger Agreement or in competition or inconsistent with the Transactions, including the Merger, (C) against any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which 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 or this Agreement or the performance by such Rollover Stockholder of his or her obligations under this Agreement, including without limitation, (i) any extraordinary corporate transaction, such as a scheme of arrangement, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger), (ii) a sale, lease or transfer of any material assets of the Company or any Subsidiary or a reorganization, recapitalization or liquidation of the Company or any Subsidiary, (iii) 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, (iv) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s memorandum or articles of incorporation or bylawsassociation, or (v) any other action that would require the consent of Parent pursuant to the Merger Agreement, except if consented to in writing by Parent under the Merger Agreement, (D) against any action, proposal, transaction or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of such Rollover Stockholder or Parent contained in this Agreement, (E) in favor of any adjournment or postponement of the Stockholders’ Meeting or any annual or special meeting of the stockholders of the Company, however called, at which any of the matters described in clause (A) – (EF) hereof is to be considered (and any adjournment or postponement thereof) as may be requested by Parent or the Company in order to consummate the Transactions, including the Merger, and (F) in favor of any other matter necessary or reasonably requested by Parent to effect the Transactions. (b) Each Rollover Stockholder hereby irrevocably appoints Parent and any other designee of Parent, each of them individually, such Rollover Stockholder’s irrevocable (for 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 or cause to be voted (including by proxy or written resolution, if applicable) his or its her respective Securities in accordance with Section 11(a) above at the Stockholders’ Meeting or other annual or special meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described Section 11(a) hereof is to be considered, in each case prior to the Expiration Time. Each Rollover Stockholder affirms that the irrevocable proxy set forth in this Section 11(b) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Rollover Stockholder under this Agreement. Each Rollover Stockholder intends this proxy to be irrevocable (until the termination date, as described below) and coupled with an interest and will take such further actions or execute such other instruments (including any proxies circulated by the Company for any meetings of stockholders of the Company) as may be necessary to effectuate the intent of this proxy, and hereby revokes any proxy previously granted by such Rollover Stockholder with respect to the Securities. If for any reason the proxy granted herein is not irrevocable, then each Rollover Stockholder agrees to vote his or its her Securities in accordance with Section 11(a) above as instructed by Parent, or any other designee of Parent, in writing prior to the termination of this Agreement in accordance with its terms. The parties hereto agree that the foregoing is a voting agreement. The irrevocable proxy granted pursuant to this Section 11(b) shall terminate on the Expiration Timeearliest to occur of (a) the Effective Time and (b) the valid termination of the Merger Agreement in accordance with its terms.

Voting of the Securities. Unless and until the board of directors of the Company (at the direction of the Special Committee) or the Special Committee has made a Company Adverse Recommendation, or the termination of this Agreement, each Shareholder (severally and not jointly) covenants and agrees that: (a) Each Rollover Stockholder hereby irrevocably at the Company Shareholders’ Meeting and unconditionally agrees, jointly any other meeting (whether annual or special and severally, that, during the period commencing on the date hereof and continuing until the earliest to occur of (awhether or not an adjourned or postponed meeting) the Effective Time and (b) the valid termination of the Merger Agreement in accordance with its terms (the “Expiration Time”), at any meeting shareholders of the Company’s stockholders, however called, and at any adjournment thereof, or in any other circumstances where upon which any vote, consent or other approval is taken in with respect of to the Merger Agreement, the Merger or any other transaction contemplated by the Merger Agreement (including any written resolution is sought, such Shareholder shall, or shall cause the holder of record of the Company’s stockholders Securities on any applicable record date to (solely in connection with its/his/her capacity as a beneficial owner of the Merger Agreement and/or any transactions contemplated thereby, including the MergerSecurities owned by it/him/her), such Rollover Stockholder shall, and shall cause his or its Affiliates to: (i) in the case of if a meetingmeeting is held, appear at such meeting (in person or by proxy) or otherwise cause its the Securities it/he/she Beneficially Owns to be counted as present thereat for purposes of calculating establishing a quorum and ensure any vote at such meeting be a poll vote; and (ii) vote (or otherwise cause to be voted (including by proxy or written resolution, if applicablevoted) all of his or its such Securities (A) in favor of the authorization approval and approval adoption of the Merger Agreement, Agreement and the Articles approval of other actions contemplated by the Merger Agreement and any actions required in furtherance thereof, (b) at the Company Shareholders’ Meeting or any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the shareholders of the Company, however called, or in any other circumstances upon which such Shareholder’s vote, consent or other approval is sought, such Shareholder shall (solely in its/his/her capacity as a beneficial owner of the Securities owned by it/him/her), to the extent applicable) and any related action reasonably required the Securities may vote on the matter in furtherance thereof,(B) question, vote against the approval of any other proposal or offer regarding a Competing Alternative Transaction or the approval of any other action contemplated by a Competing Proposal, or any other transactions, proposal, agreement or action made in opposition to the approval of the Merger Agreement or in competition or inconsistent with the Transactions, including the Merger, an Alternative Transaction. (Cc) against any other 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, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by Transactions, including the Merger Agreement Merger, or this Agreement or the performance by such Rollover Stockholder Shareholder of its/his/her obligations under this Agreement, including without limitation, (i) any extraordinary corporate transaction, such as a scheme of arrangement, merger, consolidation consideration or other business combination involving the Company or any of its Subsidiaries (other than the Merger), ; (ii) a sale, lease or transfer Transfer of any material assets of the Company or any Subsidiary or a reorganization, recapitalization or liquidation of the Company or any Subsidiary, ; (iii) 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, Agreement or (iv) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s memorandum or articles of incorporation or bylaws, or (v) any other action that would require the consent of Parent pursuant to the Merger Agreementassociation, except if consented to approved in writing by Parent under the Merger Agreement, Parent; (Dd) 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 such Rollover Stockholder or Parent Shareholder contained in this Agreement, Agreement or otherwise; (Ee) in favor of any adjournment or postponement of the StockholdersCompany Shareholders’ Meeting or any other annual or special meeting of the stockholders shareholders of the Company, however called, at which any of the matters described in clause paragraphs (Aa) – (Ef) hereof is to be considered (and any adjournment or postponement thereof) as may be requested by Parent or the Company in order to consummate the Transactions, including the Merger, and ); and (Ff) in favor of any other matter necessary or reasonably requested by Parent to effect the Transactions. (b) Each Rollover Stockholder hereby irrevocably appoints Parent and , including the Merger. Notwithstanding anything to the contrary herein, this Section 7 shall not limit or restrict any other designee Shareholder who serves as a member of Parent, each the board of them individually, such Rollover Stockholder’s irrevocable (for directors of the period commencing on the date hereof and continuing until termination of this Agreement Company in accordance with its terms) proxy and attorney-in-fact (with full power of substitution) to vote or cause to be voted (including by proxy or written resolution, if applicable) action in his or its respective Securities in accordance with Section 11(a) above at the Stockholders’ Meeting or other annual or special meeting her capacity as a director of the stockholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described Section 11(a) hereof is to be considered, in each case prior to the Expiration Time. Each Rollover Stockholder affirms that the irrevocable proxy set forth in this Section 11(b) is given in connection with the execution of the Merger Agreement, Company and that such irrevocable proxy is given to secure the performance of the duties of such Rollover Stockholder under this Agreement. Each Rollover Stockholder intends this proxy to be irrevocable (until the termination date, as described below) and coupled with an interest and will take such further actions or execute such other instruments (including any proxies circulated by the Company for any meetings of stockholders of the Company) as may be necessary to effectuate the intent of this proxy, and hereby revokes any proxy previously granted by such Rollover Stockholder with respect to the Securities. If for any reason the proxy granted herein is not irrevocable, then each Rollover Stockholder agrees to vote exercising his or its Securities in accordance with Section 11(a) above as instructed by Parent, or any other designee of Parent, in writing prior to the termination of this Agreement in accordance with its terms. The parties hereto agree that the foregoing is a voting agreement. The irrevocable proxy granted pursuant to this Section 11(b) shall terminate on the Expiration Timeher fiduciary duties and responsibilities.

Voting of the Securities. Except during such time (aif any) Each Rollover Stockholder hereby irrevocably as a Change of Recommendation has occurred and unconditionally agreesis continuing, jointly each Shareholder (severally and severally, not jointly) covenants and agrees solely with respect to itself that, during the period commencing on the date hereof and continuing until the earliest to occur of (a) the Effective Time and (b) the valid termination of the Merger Agreement in accordance with its terms (the “Expiration Time”), at any meeting of the Company’s stockholders, however called, and at any adjournment thereof, or in any other circumstances where any vote, consent or other approval is taken in respect of the Merger Agreement (including any written resolution of the Company’s stockholders in connection with the Merger Agreement and/or any transactions contemplated thereby, including the Merger), such Rollover Stockholder shall, and shall cause his or its Affiliates to: (i) in the case of a meeting, appear at such meeting or otherwise cause its Securities to be counted as present for purposes of calculating a quorum and ensure any vote at such meeting be a poll vote; and (ii) vote or otherwise cause to be voted (including by proxy or written resolution, if applicable) all of his or its Securities (A) in favor of the authorization and approval of the Merger Agreement, and the Articles of Merger (to the extent applicable) and any related action reasonably required in furtherance thereof,(B) against the approval of any other proposal or offer regarding a Competing Transaction or any action contemplated by a Competing Proposal, or any other transactions, proposal, agreement or action made in opposition to the approval of the Merger Agreement or in competition or inconsistent with the Transactions, including the Merger, (C) against any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which 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 or this Agreement or the performance by such Rollover Stockholder , including without limitation, (i) any extraordinary corporate transaction, such as a scheme of arrangement, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger), (ii) a sale, lease or transfer of any material assets of the Company or any Subsidiary or a reorganization, recapitalization or liquidation of the Company or any Subsidiary, (iii) 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, (iv) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s articles of incorporation or bylaws, or (v) any other action that would require the consent of Parent pursuant to the Merger Agreement, except if consented to in writing by Parent under the Merger Agreement, (D) against any action, proposal, transaction or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of such Rollover Stockholder or Parent contained in this Agreement, (E) in favor of any adjournment or postponement of the Stockholders’ Meeting or any annual or special meeting of the stockholders of the Company, however called, at which any of the matters described in clause (A) – (E) hereof is to be considered (and any adjournment or postponement thereof) as may be requested by Parent or the Company in order to consummate the Transactions, including the Merger, and (F) in favor of any other matter necessary or reasonably requested by Parent to effect the Transactions. (b) Each Rollover Stockholder hereby irrevocably appoints Parent and any other designee of Parent, each of them individually, such Rollover Stockholder’s irrevocable (for the period commencing on the date hereof and continuing until termination of this Agreement in accordance with its terms: (a) proxy and attorney-in-fact (with full power of substitution) to vote or cause to be voted (including by proxy or written resolution, if applicable) his or its respective Securities in accordance with Section 11(a) above at the StockholdersShareholders’ Meeting or and any other meeting (whether annual or special meeting and whether or not an adjourned or postponed meeting) of the stockholders shareholders of the Company, however called, including or in any adjournment or postponement thereof, at other circumstances upon which any of the matters described Section 11(a) hereof is vote, consent or other approval with respect to be considered, in each case prior to the Expiration Time. Each Rollover Stockholder affirms that the irrevocable proxy set forth in this Section 11(b) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy the Merger or any other transaction contemplated by the Merger Agreement is given to secure the performance sought, each Shareholder shall (solely in its capacity as a beneficial owner of the duties of Securities owned by it) (i) if a meeting is held, appear at such Rollover Stockholder under this Agreement. Each Rollover Stockholder intends this proxy meeting or otherwise cause the Securities it Beneficially Owns to be irrevocable counted as present thereat for purposes of establishing a quorum and (until ii) vote (or cause to be voted) such Securities in favor of the termination date, as described below) approval and coupled with an interest adoption of the Merger Agreement and will take such further the approval of other actions or execute such other instruments (including any proxies circulated contemplated by the Company for Merger Agreement and any meetings actions required in furtherance thereof, (b) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders the shareholders of the Company) , however called, or in any other circumstances upon which the Shareholder’s vote, consent or other approval is sought, each Shareholder shall (solely in its capacity as may be necessary to effectuate a beneficial owner of the intent of this proxySecurities owned by it), and hereby revokes any proxy previously granted by such Rollover Stockholder with respect to the Securitiesextent the Securities may vote on the matter in question, vote against the approval of any Alternative Transaction or the approval of any other action contemplated by an Alternative Transaction. If for Notwithstanding anything to the contrary herein, this Section 8 shall not limit or restrict any reason Shareholder who serves as a member of the proxy granted herein is not irrevocable, then each Rollover Stockholder agrees to vote board of directors of the Company in action in his or its Securities in accordance with Section 11(a) above her capacity as instructed by Parent, a director of the Company and exercising his or any other designee of Parent, in writing prior to the termination of this Agreement in accordance with its terms. The parties hereto agree that the foregoing is a voting agreement. The irrevocable proxy granted pursuant to this Section 11(b) shall terminate on the Expiration Timeher fiduciary duties and responsibilities.