Common use of Voting of the Shares Clause in Contracts

Voting of the Shares. The Shareholder hereby agrees, so long as this Agreement remains in effect, to vote all of the Shares (a) in favor of the approval and adoption of the Merger Agreement and the approval of the transactions contemplated thereby and (b) against any action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or would impede, interfere with, delay or prevent the consummation of the Merger or the purchase of shares of Common Stock pursuant to the Offer; provided, however, that the provisions of this Section 7 will not prevent the Shareholder, acting in his capacity as a director of the Company, to exercise his fiduciary duties, including with respect to the matters set forth in Article 4.7 of the Merger Agreement.

Voting of the Shares. The Shareholder hereby agrees, so long as this -------------------- Agreement remains in effect, to vote all of the Shares (a) in favor of the approval and adoption of the Merger Agreement and the approval of the transactions contemplated thereby and (b) against any action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or would impede, interfere with, delay or prevent the consummation of the Merger or the purchase of shares of Common Stock pursuant to the Offer; provided, however, that the provisions of this Section 7 will not prevent the Shareholder, acting in his capacity as a director of the Company, to exercise his fiduciary duties, including with respect to the matters set forth in Article 4.7 of the Merger Agreement.