Common use of Voting of the Shares Clause in Contracts

Voting of the Shares. Each Stockholder hereby agrees that during the period commencing on the date hereof (the “Effective Date”) and continuing until the termination of this Agreement as specified in Article III hereof (the "Termination Date"), at any meeting of the holders of Company Common Stock, however called, or in connection with any written consent of the holders of Company Common Stock, such Stockholder shall vote (or cause to be voted) the Company Common Stock held of record or Beneficially Owned (as defined herein) by such Stockholder, whether heretofore owned or hereafter acquired, (i) for the Merger and the adoption and approval of the Merger Agreement and the transactions contemplated by the Merger Agreement and (ii) against any proposals for any merger, consolidation, sale or purchase of any assets, reorganization, recapitalization, amendment of the articles of incorporation or bylaws, change in the board of directors, liquidation or winding up of or by the Company or any other extraordinary corporate transaction which shall be reasonably likely to prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement. Each Stockholder, in his, her or its capacity as a Stockholder only, further agrees not to commit or agree to take any action inconsistent with the foregoing. Nothing in this Agreement will be deemed to restrict or limit the right of the Stockholder or any affiliate of the Stockholder to act in his, her or its capacity as an officer or director of the Company consistent with his, her or its fiduciary obligations in such capacity, if advised by counsel such action is required under applicable law. For purposes of this Agreement, "Beneficially Own" or "Beneficial Ownership" with respect to any securities shall mean having "beneficial ownership" of such securities (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended), including pursuant to any agreement, arrangement or understanding, whether or not in writing.

Voting of the Shares. Each Stockholder Parent hereby irrevocably and unconditionally agrees that that, during the period commencing on the date hereof (the “Effective Date”) and continuing until the termination of this Agreement as specified in Article III hereof accordance with its terms (the "Termination Date"“Expiration Time”), at any Company Shareholders Meeting or any other annual or special meeting of the holders shareholders of Company Common Stockthe Company, however called, or in connection with at which any written consent of the holders matters described in clauses (a) – (g) hereof is considered (and any adjournment or postponement thereof), Parent shall cause its representative(s) to appear at such meeting or otherwise cause all of Company Common Stock, such Stockholder shall its Securities to be counted as present thereat for purposes of establishing a quorum and vote (or cause to be voted) all of its Securities: (a) in favor of the Company Common Stock held of record or Beneficially Owned (as defined herein) by such Stockholder, whether heretofore owned or hereafter acquired, (i) for the Merger and the adoption and approval of the Merger Agreement and the transactions approval of other actions contemplated by the Merger Agreement and the Plan of Merger and any actions required in furtherance thereof; (iib) in favor of any matters necessary for the consummation of the Transactions; (c) against the approval of any Acquisition Proposal or the approval of any other action contemplated by an Acquisition Proposal, or any other transaction, 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; (d) against any proposals for 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 or postpone, discourage or adversely affect the Merger Agreement or any of the Transactions, including without limitation, (i) any extraordinary corporate transaction, such as a scheme of arrangement, merger, consolidation, sale consolidation or purchase of any assets, reorganization, recapitalization, amendment of the articles of incorporation or bylaws, change in the board of directors, liquidation or winding up of or by other business combination involving the Company or any of its Subsidiaries (other extraordinary corporate transaction which shall be reasonably likely to prevent than the consummation Merger), (ii) a sale, lease or transfer of any material assets of the Merger 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 transactions contemplated than nominees to the board of directors of the Company who are nominated by Parent to replace any director nominated by Parent or who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement. Each Stockholder, or (iv) any material change in his, her the present capitalization or its capacity as a Stockholder only, further agrees not to commit or agree to take any action inconsistent with the foregoing. Nothing in this Agreement will be deemed to restrict or limit the right of the Stockholder or any affiliate of the Stockholder to act in his, her or its capacity as an officer or director dividend policy of the Company consistent with hisor any amendment or other change to the Company’s memorandum or articles of association, her or its fiduciary obligations (v) any other action that would require the consent of Parent pursuant to the Merger Agreement, except if consented to in such capacitywriting by Parent under the Merger Agreement; (e) against any action, if advised by counsel such action is required under applicable law. For purposes 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 Parent contained in this Agreement; (f) in favor of any adjournment or postponement of the Company Shareholders Meeting or other annual or special meeting of the shareholders of the Company, "Beneficially Own" however called, at which any of the matters described in clauses (a) – (g) hereof is to be considered (and any adjournment or "Beneficial Ownership" with respect postponement thereof) as may be reasonably requested by the Company; and (g) in favor of any other matter necessary to any securities shall mean having "beneficial ownership" of such securities (as determined pursuant to Rule 13d-3 under effect the Securities Exchange Act of 1934, as amended), including pursuant to any agreement, arrangement or understanding, whether or not in writingTransactions.

Voting of the Shares. Each Stockholder of the Stockholders, severally and not jointly, hereby agrees agree that during the period commencing on the date hereof (the “Effective Date”) and continuing until the termination of this Agreement as specified in Article III V hereof (the "“Termination Date"”), at any meeting of the holders of Company Common Stock, however called, or Stock (as defined in connection with any written consent of the holders of Company Common StockMerger Agreement), such Stockholder shall vote (or cause to be voted) the Company Common Stock and Company Preferred Stock held of record or Beneficially Owned (as defined hereinbelow) by such Stockholder, whether heretofore owned or hereafter acquired, (i) for the Merger and the adoption and approval of the Merger Agreement and the transactions contemplated by the Merger Agreement and Agreement, (ii) against any proposals for any merger, consolidation, sale or purchase of any assets, reorganization, recapitalization, amendment of the articles of incorporation or bylaws, change in the board of directors, liquidation or winding up of or by the Company or any other extraordinary corporate transaction which shall be reasonably likely to prevent the consummation of inconsistent with the Merger or the other transactions contemplated by the Merger Agreement, (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (iv) against any proposals for the amendment of the certificate of incorporation or by-laws of the Company (including, without limitation, the adoption of any stockholder rights agreement or the authorization or issuance of any new class or series of Company Preferred Stock or Company Common Stock) or any change in the management or board of directors of the Company which shall be inconsistent with the Merger or the other transactions contemplated by the Merger Agreement and (v) for or against the adjournment or postponement of any meeting called to consider the Merger. Each Stockholder, in his, her or its capacity as a Stockholder only, of the Stockholders further agrees not to commit or agree to take any action inconsistent with the foregoing. Nothing in this Agreement will be deemed to restrict or limit the right of the Stockholder or any affiliate of the Stockholder to act in his, her or its capacity as an officer or director of the Company consistent with his, her or its fiduciary obligations in such capacity, if advised by counsel such action is required under applicable law. For purposes of this Agreement, "Beneficially Own" or "Beneficial Ownership" with respect to any securities shall mean having "beneficial ownership" of such securities (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended), including pursuant to any agreement, arrangement or understanding, whether or not in writing.

Voting of the Shares. Each Stockholder hereby agrees that during the period commencing on From the date hereof (the “Effective Date”) and continuing until the any termination of this Agreement as specified in Article III hereof (the "Termination Date")accordance with its terms, at the Company Shareholders Meeting and any other meeting of the holders of Company Common Stock, however called, or in connection with any written consent shareholders of the holders of Company Common Stockhowever called or any adjournment thereof, such Stockholder Shareholder shall vote all of its Securities (or cause them to be voted) the Company Common Stock held of record ), in person or Beneficially Owned (by proxy, or, as defined herein) by such Stockholderapplicable, whether heretofore owned or hereafter acquiredexecute written consents in respect thereof, (ia) for the Merger and in favor of the adoption and approval of the Merger Agreement and the transactions contemplated by the Merger Agreement and (ii) against any proposals for any merger, consolidation, sale or purchase of any assets, reorganization, recapitalization, amendment of the articles of incorporation or bylaws, change in the board of directors, liquidation or winding up of or by the Company or any other extraordinary corporate transaction which shall be reasonably likely to prevent the consummation approval of the Merger or and the other transactions contemplated by the Merger Agreement, (b) against any Acquisition Proposal and any Alternative Transaction Agreement or any transaction that is the subject of an Acquisition Proposal (the "Covered Proposals") and (c) in favor of any adjournment or postponement of the Company Shareholders Meeting or other meeting recommended by the Company Board if there are not sufficient votes for adoption of the Merger Agreement and the approval of the Merger on the date on which such meeting is initially held or scheduled, as applicable. Each StockholderAny such vote shall be cast, or consent shall be given, as applicable, by Shareholder in hisaccordance with such procedures relating thereto so as to ensure that it is duly counted, her including for purposes of determining that a quorum is present and for purposes of recording the results of such vote or its capacity as a Stockholder onlyconsent. Until the earlier to occur of the Effective Time and the Outside Date, further the Shareholder covenants and agrees not to commit enter into any agreement or agree understanding with any Person with respect to take voting of its Shares on any action inconsistent Covered Proposal which conflicts with the foregoing. Nothing in this Agreement will be deemed to restrict or limit the right of the Stockholder or any affiliate of the Stockholder to act in his, her or its capacity as an officer or director of the Company consistent with his, her or its fiduciary obligations in such capacity, if advised by counsel such action is required under applicable law. For purposes terms of this Agreement. The Shareholder further agrees that, until the earlier to occur of the Effective Time and the Outside Date, the Shareholder will not, and will not permit any entity under the Shareholder's control to, (i) solicit proxies or become a "Beneficially Ownparticipant" in a "solicitation" (as such terms are defined in Rule 14A under the Exchange Act) in opposition to any Covered Proposal, (ii) initiate a shareholders' vote with respect to an Acquisition Proposal or Alternative Transaction Agreement, or (iii) to jointly hold (as such term is defined in the Israeli Securities Law 1968), or become a member of a "Beneficial Ownershipgroup" (as such term is used in Section 13(d) of the Exchange Act), with respect to any voting securities shall mean having "beneficial ownership" of such securities (as determined pursuant the Company with respect to Rule 13d-3 under the Securities Exchange Act of 1934, as amended), including pursuant to any agreement, arrangement an Acquisition Proposal or understanding, whether or not in writingan Alternative Transaction Agreement.

Voting of the Shares. Each Stockholder of the Stockholders, severally and not jointly, hereby agrees agree that during the period commencing on the date hereof (the “Effective Date”) and continuing until the termination of this Agreement as specified in Article III V hereof (the "“Termination Date"”), at any meeting of the holders of Company Common Stock, however called, or Stock (as defined in connection with any written consent of the holders of Company Common StockMerger Agreement), such Stockholder shall vote (or cause to be voted) the Company Common Stock and Company Preferred Stock held of record or Beneficially Owned (as defined hereinbelow) by such Stockholder, whether heretofore owned or hereafter acquired, (i) for the Merger and the adoption and approval of the Merger Agreement and the transactions contemplated by the Merger Agreement and Agreement, (ii) against any proposals for any merger, consolidation, sale or purchase of any assets, reorganization, recapitalization, amendment of the articles of incorporation or bylaws, change in the board of directors, liquidation or winding up of or by the Company or any other extraordinary corporate transaction which shall be reasonably likely to prevent the consummation of inconsistent with the Merger or the other transactions contemplated by the Merger Agreement, (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (iv) against any proposals for the amendment of the certificate of incorporation or by-laws of the Company (including, without limitation, the adoption of any stockholder rights agreement or the authorization or issuance of any new class or series of Company Preferred Stock or Company Common Stock) or any change in the management or board of directors of the Company which shall be inconsistent with the Merger or the other transactions contemplated by the Merger Agreement and (v) for or against the adjournment or postponement of any meeting called to consider the Merger. Each Stockholder, in his, her or its capacity as a Stockholder only, of the Stockholders further agrees not to commit or agree to take any action inconsistent with the foregoing. Nothing in this Agreement will be deemed to restrict or limit the right of the Stockholder or any affiliate of the Stockholder to act in his, her or its capacity as an officer or director of the Company consistent with his, her or its fiduciary obligations in such capacity, if advised by counsel such action is required under applicable law. For purposes of this Agreement, "“Beneficially Own" ” or "“Beneficial Ownership" ” with respect to any securities shall mean having "“beneficial ownership" ” of such securities (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended), including pursuant to any agreement, arrangement or understanding, whether or not in writing.

Voting of the Shares. Each Stockholder Shareholder hereby agrees that during the period commencing on the date hereof (the “Effective Date”) and continuing until the termination of this Agreement as specified in Article III hereof (the "“Termination Date"”), at any meeting of the holders of Company Common Stock, however called, or in connection with any written consent of the holders of Company Common Stock, such Stockholder Shareholder shall vote (or cause to be voted) the Company Common Stock held of record or Beneficially Owned (as defined herein) by such StockholderShareholder, whether heretofore owned or hereafter acquired, (i) for the Merger and the adoption and approval of the Merger Agreement and the transactions contemplated by the Merger Agreement and (ii) against any proposals for any merger, consolidation, sale or purchase of any assets, reorganization, recapitalization, amendment of the articles of incorporation or bylaws, change in the board of directors, liquidation or winding up of or by the Company or any other extraordinary corporate transaction which shall be reasonably likely to prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement. Each StockholderShareholder, in his, her or its capacity as a Stockholder Shareholder only, further agrees not to commit or agree to take any action inconsistent with the foregoing. Nothing in this Agreement will be deemed to restrict or limit the right of the Stockholder Shareholder or any affiliate of the Stockholder Shareholder to act in his, her or its capacity as an officer or director of the Company consistent with his, her or its fiduciary obligations in such capacity, if advised by counsel such action is required under applicable law. For purposes of this Agreement, "“Beneficially Own" ” or "“Beneficial Ownership" ” with respect to any securities shall mean having "“beneficial ownership" ” of such securities (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended), including pursuant to any agreement, arrangement or understanding, whether or not in writing.

Voting of the Shares. Each Stockholder hereby agrees that during the --------------------- period commencing on the date hereof (the “Effective Date”) and continuing until the termination of this Agreement as specified in Article III hereof (the "Termination Date"), at any meeting of the holders of Company Holding Common Stock, however called, or in connection with any written consent of the holders of Company Holding Common Stock, such Stockholder shall vote (or cause to be voted) the Company Holding Common Stock held of record or Beneficially Owned (as defined herein) by such Stockholder, whether heretofore owned or hereafter acquired, (i) for the Reincorporation Merger and the adoption and approval of the Merger Agreement and the transactions contemplated by the Merger Agreement and (ii) against any proposals for any merger, consolidation, sale or purchase of any assets, reorganization, recapitalization, amendment of the articles of incorporation or bylaws, change in the board of directors, liquidation or winding up of or by the Company Holding or any other extraordinary corporate transaction which shall be reasonably likely to prevent the consummation of the Reincorporation Merger, Discount Merger or the other transactions contemplated by the Merger Agreement; provided, however, that -------- ------- this Agreement shall not be operative as to any Stockholder who so notifies the Company and the other Stockholders in the event a material amendment is entered into with respect to either the Merger Agreement or the Discount Merger Agreement (the "Merger Agreements"), unless said Stockholder otherwise later consents in writing. Each Stockholder, in his, her or its capacity as a Stockholder only, further agrees not to commit or agree to take any action inconsistent with the foregoing. Nothing in this Agreement will be deemed to restrict or limit the right of the Stockholder or any affiliate of the Stockholder to act in his, her or its capacity as an officer or director of the Company consistent with his, her or its fiduciary obligations in such capacity, if advised by counsel such action is required under applicable law. For purposes of this Agreement, "Beneficially Own" or "Beneficial Ownership" with respect to any securities shall mean having "beneficial ownership" of such securities (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended), including pursuant to any agreement, arrangement or understanding, whether or not in writing.