Common use of No Proxy Solicitations Clause in Contracts

No Proxy Solicitations. The Shareholder agrees that it will not, ---------------------- nor will it permit any entity under its control to, (a) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the ▇▇▇▇ ▇▇▇) in opposition to or competition with the consummation of the Merger Transactions or otherwise encourage or assist any party in taking or planning any action which would compete with, impede, interfere with or attempt to discourage the Merger Transactions or inhibit the timely consummation of the Merger Transactions, (b) directly or indirectly encourage, initiate or cooperate in a shareholders' vote or action by consent of the Company's shareholders in opposition to or in competition with the consummation of the Merger Transactions, or (c) become a member of a "group" (as such term is used in Section 13(d) of the ▇▇▇▇ ▇▇▇) with respect to any voting securities of the Company for the purpose of opposing or competing with the consummation of the Merger Transactions.

No Proxy Solicitations. The Principal Shareholder agrees that it will not, ---------------------- nor will it permit any entity under its control to, (a) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the ▇▇▇▇ ▇▇▇) in opposition to or in competition with the consummation of the Merger Transactions Issuance or otherwise encourage or assist any party in taking or planning any action which would compete with, impede, with or otherwise serve to interfere with or attempt to discourage the Merger Transactions or inhibit the timely consummation of the Merger TransactionsIssuance in accordance with the terms of the Purchase Agreement and the Benesse Purchase Agreement, (b) directly or indirectly encourage, initiate or cooperate in a shareholders' vote or action by consent of the Company's shareholders in opposition to or in competition with the consummation of the Merger Transactions, Issuance or (c) become a member of a "group" (as such term is used in Section 13(d) of the ▇▇▇▇ ▇▇▇) with respect to any voting securities of the Company for the purpose of opposing or competing with the consummation of the Merger TransactionsIssuance.

No Proxy Solicitations. The Shareholder agrees FP Parties agree that it they will not, ---------------------- nor will it they permit any entity under its their control to, : (a) solicit proxies or become a "“participant" ” in a "“solicitation" ” (as such terms are defined in Regulation 14A under the ▇▇▇▇ ▇▇▇Exchange Act) in opposition to or competition with the consummation of the Merger Transactions or otherwise encourage or assist any party in taking or planning any action which would compete with, or materially impede, or interfere with or attempt that would reasonably be expected to discourage the Merger Transactions or inhibit the timely consummation of the Merger Transactions, in accordance with the terms of the Merger Agreement, (b) directly or indirectly encourage, initiate or cooperate in a shareholders' vote stockholders’ Vote or action by consent of the Company's shareholders Hypercom’s stockholders in opposition to or in competition with the consummation of the Merger TransactionsMerger, or or (c) become a member of a "“group" ” (as such term is used in Section 13(d) of the ▇▇▇▇ ▇▇▇Exchange Act) with respect to any voting securities of the Company Hypercom for the purpose of opposing or competing with the consummation of the Merger TransactionsMerger.

No Proxy Solicitations. The Shareholder Stockholder agrees that it the Stockholder will not, ---------------------- nor will it the Stockholder permit any entity under its control to, (a) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the ▇▇▇▇ ▇▇▇Exchange Act) in opposition to or competition with the consummation of the Merger Transactions or otherwise encourage or assist any party in taking or planning any action which would compete with or otherwise could serve to materially interfere with, impededelay, interfere with or attempt to discourage the Merger Transactions discourage, adversely affect or inhibit the timely consummation of the Merger Transactionsin accordance with the terms of the Merger Agreement, (b) directly or indirectly encourage, initiate or cooperate in a shareholdersstockholders' vote or action by consent of the Company's shareholders stockholders in opposition to or in competition with the consummation of the Merger Transactions, or (c) become a member of a "group" (as such term is used in Section 13(d) of the ▇▇▇▇ ▇▇▇Exchange Act) with respect to any voting securities of the Company for the purpose of opposing or competing with the consummation of the Merger TransactionsMerger.

No Proxy Solicitations. The Shareholder agrees that it will not, and will not ---------------------- nor will it permit any entity under its control Shareholder's control, to, : (ai) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the ▇▇▇▇ ▇▇▇Exchange Act) in opposition with respect to any merger, consolidation, sale of assets, reorganization, or competition recapitalization of Company with the consummation of the Merger Transactions any party other than Parent or its affiliates (an "Opposing Proposal") or otherwise knowingly encourage or assist any party in taking or planning any action which that would compete with, impedeor materially restrain, serve to interfere with or attempt to discourage the Merger Transactions or inhibit the timely consummation of the Merger Transactions, in accordance with the terms of the Merger Agreements; (bii) directly or indirectly encourage, initiate or cooperate in a shareholders' vote or action by written consent of the Company's shareholders in opposition Company Shareholders with respect to or in competition with the consummation of the Merger Transactions, an Opposing Proposal; or (ciii) become a member of a "group" (as such term is used in Section 13(d) of the ▇▇▇▇ ▇▇▇Exchange Act) with respect to any voting securities of the Company for the purpose of opposing or competing with the consummation of the Merger Transactionsrespect to an Opposing Proposal.