Common use of Covenant of Parent Clause in Contracts

Covenant of Parent. In the event that (i) the Parent exercises the Stock Options and (ii) after such exercise and during the term of this Agreement, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, however called, or in connection with any written consent of the holders of Company Common Stock in lieu of a meeting, the Parent will vote the shares of the Company Common Stock acquired by exercise of the Stock Options for or against any Superior Proposal or any action, proposal, transaction or other matter related to or arising in connection with such Superior Proposal submitted to a vote of the stockholders of the Company pro rata in proportion to the affirmative and negative votes cast by the other stockholders of the Company voting in connection therewith (excluding abstentions and broker non-votes).