Common use of Voting of Common Stock Clause in Contracts

Voting of Common Stock. Stockholder hereby irrevocably agrees that, during the time this Agreement is in effect, at any meeting of the stockholders of the Company, however called, or at any adjournment or postponement thereof, or in any other circumstance in which the vote, consent (written or otherwise) or approval of stockholders of the Company is sought, Stockholder shall appear in person or by proxy (including for purposes of establishing a quorum) and (a) vote or cause to be voted Stockholder’s Shares to adopt, approve and vote in favor of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and any other actions or agreements required in furtherance thereof; (b) vote or cause to be voted Stockholder’s Shares 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; and (c) vote or cause to be voted Stockholder’s Shares against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation, tender or exchange offer or other business combination involving the Company or any of its subsidiaries; (ii) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by Purchaser; (iv) any change in the present capitalization or dividend policy of the Company; (v) any amendment of the Company’s certificate of incorporation or by-laws; or (vi) any other material change in the Company’s corporate structure or business. Stockholder further agrees that Stockholder shall not commit or agree to or enter into any contract, agreement, arrangement or understanding with any Person, the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 2. Stockholder acknowledges that the agreement set forth in this Section 2 applies even if the Company breaches any of its representations, warranties, covenants or agreements set forth in the Merger Agreement.

Voting of Common Stock. Stockholder hereby irrevocably agrees that, during (a) From the time date of this Agreement is in effectand until the date that the ▇▇▇▇▇▇ Group ceases to own any Remaining Shares, at any meeting JSI shall, and shall cause each other member of the stockholders of ▇▇▇▇▇▇ Group to (in each case, to the Companyextent that they then own any Remaining Shares), however calledbe present, or at any adjournment or postponement thereof, or in any other circumstance in which the vote, consent (written or otherwise) or approval of stockholders of the Company is sought, Stockholder shall appear in person or by proxy (including proxy, at each and every Company stockholder meeting, and otherwise to cause all Remaining Shares then owned by them to be counted as present for purposes of establishing a quorum) quorum at any such meeting, and (a) to vote on or consent to any matter, or cause to be voted Stockholder’s or consented on any such matter, all such Remaining Shares in direct proportion to adopt, approve and vote in favor of the Merger Agreement, the Merger and votes cast by the other transactions contemplated by the Merger Agreement and any other actions or agreements required in furtherance thereof; holders of Common Stock on such matter. (b) vote or From the date of this Agreement and until the date that the ▇▇▇▇▇▇ Group ceases to own any Remaining Shares, JSI hereby grants, and shall cause to be voted Stockholder’s Shares against any action or agreement that would result in a breach of any covenant, representation or warranty or any each other obligation or agreement member of the ▇▇▇▇▇▇ Group (in each case, to the extent that they own any Remaining Shares) to grant, an irrevocable proxy, which shall be deemed coupled with an interest sufficient under applicable law to support an irrevocable proxy to the Company under or its designees, to vote, with respect to any matter (including waivers of contractual or statutory rights), all Remaining Shares owned by them in direct proportion to the Merger Agreementvotes cast by the other holders of Common Stock on such matter; provided that (i) such proxy shall automatically be revoked as to a particular Remaining Share upon any Transfer of such Remaining Share to a Person other than a member of the ▇▇▇▇▇▇ Group and (ii) nothing in this Section 3.01(b) shall limit or prohibit any such Transfer. (c) vote or cause to be voted Stockholder’s Shares against any action or agreement JSI acknowledges and agrees (other than on behalf of itself and each member of the Merger Agreement or the transactions contemplated thereby▇▇▇▇▇▇ Group) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation, tender or exchange offer or other business combination involving the Company or any of its subsidiaries; (ii) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries; (iii) any change will be irreparably damaged in the management or board of directors of the Company, except as otherwise agreed to in writing by Purchaser; (iv) event any change in the present capitalization or dividend policy of the Company; (v) any amendment of the Company’s certificate of incorporation or by-laws; or (vi) any other material change in the Company’s corporate structure or business. Stockholder further agrees that Stockholder shall not commit or agree to or enter into any contract, agreement, arrangement or understanding with any Person, the effect of which would be inconsistent with or violative of the provisions and agreements contained of this Article III are not performed by JSI in this Section 2accordance with their terms or are otherwise breached. Stockholder acknowledges Accordingly, it is agreed that the agreement set forth in Company shall be entitled to specific enforcement of the provisions of this Section 2 applies even if the Company breaches any of its representations, warranties, covenants or agreements set forth in the Merger AgreementArticle III.

Voting of Common Stock. Stockholder hereby irrevocably agrees thatDuring the period commencing on the date hereof and ending on the earlier of (i) the Standstill Termination Date, during (ii) a Dividend Trigger Event that has not been cured within three months of the occurrence of such Dividend Trigger Event and (iii) the seventh anniversary of the Issue Date, each of the GSO Funds: (i) shall (and shall cause its Affiliates to) take such action (including, without limitation, if applicable, through the execution of one or more written consents if shareholders of the Company are requested to vote through the execution of an action by written consent in lieu of any such annual or special meeting of shareholders of the Company) at each meeting of the shareholders of the Company (including without limitation at any adjournments or postponements thereof) as may be required so that all shares of issued and outstanding Voting Securities of the Company Beneficially Owned, directly or indirectly, by it and/or by any of its Affiliates are voted, at the election of the GSO Fund in the same manner (“for,” “against,” “withheld,” “abstain” or otherwise) as either (A) recommended by the Board of the Company to the other holders of Voting Securities of the Company or (B) consistent with, and in proportion to, the votes of the other shareholders of the Company. The foregoing provision shall also apply to the execution by such Persons of any written consent in lieu of a meeting of holders of Preferred Stock (if applicable) of the Company; and (ii) shall, provided that notice of such meeting has been provided to the GSO Funds in accordance with Section 3.1, (and shall cause its Affiliates to) be present, in person or by proxy, at all meetings of the shareholders of the Company (including without limitation at any adjournments or postponements thereof) so that all shares of issued and outstanding Voting Securities of the Company Beneficially Owned by it or them from time to time are counted for the purposes of determining the presence of a quorum and voted in accordance with Section 2.3(b)(i) at such meetings (including without limitation at any adjournments or postponements thereof). The foregoing provision shall also apply to the execution by such Persons of any written consent in lieu of a meeting of holders of Voting Securities of the Company. (b) Notwithstanding anything to the contrary contained herein, the GSO Funds are entering into this Agreement solely in their capacity as owner of the Securities, and nothing herein is intended to or shall limit, affect or restrict any director or officer of the GSO Funds (including any appointee or representative of any GSO Fund or any of its Affiliates to the Board of any member of the Company Group (including pursuant to the Statement of Resolutions)) to the extent acting solely either in effecthis or her capacity as a director or officer of any member of the Company Group (including voting on matters put to such Board or any committee thereof, influencing officers, employees, agents, management or the other directors of any member of the Company Group and taking any action or making any statement at any meeting of the stockholders of the Company, however called, such Board or at any adjournment or postponement committee thereof, ) or in the exercise of his or her fiduciary duties as a director or officer of any other circumstance in which the vote, consent (written or otherwise) or approval of stockholders member of the Company Group. In addition, nothing herein is soughtintended to or shall limit, Stockholder shall appear affect or restrict the GSO Fund’s right to appoint and elect up to two directors to the Board pursuant to and in person or by proxy (including for purposes of establishing a quorum) and (a) vote or cause accordance with the rights expressly granted to be voted Stockholder’s Shares to adopt, approve and vote in favor the holders of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and any other actions or agreements required Preferred Stock in furtherance thereof; (bSection 9(b) vote or cause to be voted Stockholder’s Shares 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; and (c) vote or cause to be voted Stockholder’s Shares against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation, tender or exchange offer or other business combination involving the Company or any Statement of its subsidiaries; (ii) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by Purchaser; (iv) any change in the present capitalization or dividend policy of the Company; (v) any amendment of the Company’s certificate of incorporation or by-laws; or (vi) any other material change in the Company’s corporate structure or business. Stockholder further agrees that Stockholder shall not commit or agree to or enter into any contract, agreement, arrangement or understanding with any Person, the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 2. Stockholder acknowledges that the agreement set forth in this Section 2 applies even if the Company breaches any of its representations, warranties, covenants or agreements set forth in the Merger AgreementResolutions.

Voting of Common Stock. Stockholder hereby irrevocably agrees thatDuring the period commencing on the date hereof and continuing until the first to occur of (i) the Effective Time, during (ii) termination of the time this Merger Agreement is in effectaccordance with its terms, (iii) the date (December 31, 2005) listed in Section 7.1(c) of the Merger Agreement (as such date may be extended pursuant to the first proviso to Section 7.1(c) of the Merger Agreement) or (iv) the Company Board shall have withdrawn or adversely modified the Company Recommendation (the “Support Period”), at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders holders of capital stock of the Company, however called, or in connection with any written consent of the holders of capital stock of the Company, each Stockholder agrees that it will appear at any adjournment the meeting or postponement thereofotherwise cause 4,751,735 shares of Common Stock, in the case of White River Ventures Inc. (“White River”), and 51 shares of Series F Preferred Stock, in the case of Capricorn Investors III, L.P. (“Capricorn”), beneficially owned by such Stockholder as of the date hereof (such shares of Common Stock, in the case of White River, or such shares of Series F Preferred Stock, in any other circumstance in which the votecase of Capricorn, consent (written or otherwisethe “Shares”) or approval of stockholders of the Company is sought, Stockholder shall appear in person or by proxy (including to be counted as present thereat for purposes of establishing a quorum) quorum and vote or consent (a) vote or cause to be voted Stockholder’s or consented) the Shares to adopt, approve and vote (A) in favor of the Merger Agreement, adoption of the Merger Agreement and the approval of other transactions actions contemplated by the Merger Agreement and any other actions or agreements reasonably required in furtherance thereof; (b) vote or cause to be voted Stockholder’s Shares 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; thereof and (cB) vote or cause except as otherwise agreed to be voted Stockholder’s Shares in writing in advance by Buyer in its sole discretion, against any action or agreement the following actions (other than the Merger and the transactions contemplated by this Agreement or the transactions contemplated therebyMerger Agreement): (I) that any Acquisition Proposal; (II) any amendment of the Company’s Certificate of Incorporation or By-Laws; or (III) any other action which is designed to or would impede, interfere with, delay, postpone or attempt materially adversely affect the Merger and the transactions contemplated by this Agreement or the Merger Agreement. Notwithstanding anything in this Agreement to discourage the Mergercontrary, includingonly 4,751,735 shares of Common Stock held by White River shall be subject to this Agreement and only 51 shares of Series F Preferred Stock held by Capricorn shall be subject to this Agreement. During the Support Period, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation, tender or exchange offer or other business combination involving the Company or any of its subsidiaries; (ii) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by Purchaser; (iv) any change in the present capitalization or dividend policy of the Company; (v) any amendment of the Company’s certificate of incorporation or by-laws; or (vi) any other material change in the Company’s corporate structure or business. each Stockholder further agrees that Stockholder shall it will not commit or agree to or enter into any contract, agreement, arrangement agreement or understanding with any Person, Person the effect of which would be inconsistent with or violative of the provisions and agreements any provision contained in this Section 2. Stockholder acknowledges that the agreement set forth in this Section 2 applies even if the Company breaches any of its representations, warranties, covenants or agreements set forth in the Merger Agreement1.1.

Voting of Common Stock. Stockholder Each of the Stockholders hereby irrevocably and unconditionally covenants and agrees that, during to vote all shares of Common Stock owned by such Stockholder in favor of the time this Merger Agreement and the Merger at the meeting of the Company's stockholders referred to in SECTION 6.01 of the Merger Agreement (and to consent thereto if action thereon is to be taken by written consent in effect, at any lieu of a meeting of the stockholders of the Company, however called, or at any adjournment or postponement thereof, or in any other circumstance in which the vote, consent (written or otherwise) or approval of stockholders ). Each of the Company is soughtStockholders further covenants and agrees that it or he shall not transfer or convey any shares of Common Stock unless it or he shall obtain the written agreement of the transferee to comply with the terms hereof and shall have furnished a copy of this Agreement executed by such transferee to MSR; (provided, Stockholder shall appear in person however, the existing pledge of the Common Stock by Mercury, QELC, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ Self to secure the Company's debt and any transfer of such Common Stock following foreclosure upon thereof without such consent will not constitute a violation hereof.) Mercury, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ Self hereby each (i) irrevocably and unconditionally covenants and agrees to vote all shares of common stock of MSR now owned or hereafter acquired by proxy (including for purposes of establishing a quorum) and (a) vote or cause to be voted Stockholder’s Shares to adopt, approve and vote such stockholders in favor of the Merger Agreement, at the Merger and the other transactions contemplated by the Merger Agreement and any other actions or agreements required meeting of MSR stockholders referred to in furtherance thereof; (b) vote or cause to be voted Stockholder’s Shares against any action or agreement that would result in a breach SECTION 6.01 of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; , and (c) vote or cause to be voted Stockholder’s Shares against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation, tender or exchange offer or other business combination involving the Company or any of its subsidiaries; (ii) a sale, lease further covenants and agrees that it or he or she shall not transfer any shares of a material amount common stock of assets MSR unless it or he or she shall obtain the written consent of the Company or any transferee to comply with the terms hereof and shall have furnished a copy of its subsidiaries or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed this Agreement executed by such transferee to in writing by Purchaser; (iv) any change in the present capitalization or dividend policy of the Company; (v) any amendment provided, however, the existing pledge of the Company’s certificate shares of incorporation or by-laws; or (vi) any other material change in common stock of MSR to secure the Company’s corporate structure or business. Stockholder further agrees that Stockholder shall 's debt and any transfer of such shares following foreclosure upon thereof without such consent will not commit or agree to or enter into any contract, agreement, arrangement or understanding with any Person, the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 2. Stockholder acknowledges that the agreement set forth in this Section 2 applies even if the Company breaches any of its representations, warranties, covenants or agreements set forth in the Merger Agreementconstitute a violation hereof).

Voting of Common Stock. Stockholder Each of the Stockholders hereby irrevocably and unconditionally covenants and agrees that, during to vote all shares of Common Stock owned by such Stockholder in favor of the time this Merger Agreement and the Merger at the meeting of the Company's stockholders referred to in Section 6.01 of the Merger Agreement (and to consent thereto if action thereon is to be taken by written consent in effect, at any lieu of a meeting of the stockholders of the Company, however called, or at any adjournment or postponement thereof, or in any other circumstance in which the vote, consent (written or otherwise) or approval of stockholders ). Each of the Company is soughtStockholders further covenants and agrees that it or he shall not transfer or convey any shares of Common Stock unless it or he shall obtain the written agreement of the transferee to comply with the terms hereof and shall have furnished a copy of this Agreement executed by such transferee to MSR; (provided, Stockholder shall appear in person however, the existing pledge of the Common Stock by Mercury, QELC, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ Self to secure the Company's debt and any transfer of such Common Stock following foreclosure upon thereof without such consent will not constitute a violation hereof.) Mercury, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ Self hereby each (i) irrevocably and unconditionally covenants and agrees to vote all shares of common stock of MSR now owned or hereafter acquired by proxy (including for purposes of establishing a quorum) and (a) vote or cause to be voted Stockholder’s Shares to adopt, approve and vote such stockholders in favor of the Merger Agreement, at the Merger and the other transactions contemplated by the Merger Agreement and any other actions or agreements required meeting of MSR stockholders referred to in furtherance thereof; (b) vote or cause to be voted Stockholder’s Shares against any action or agreement that would result in a breach Section 6.01 of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; , and (c) vote or cause to be voted Stockholder’s Shares against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation, tender or exchange offer or other business combination involving the Company or any of its subsidiaries; (ii) a sale, lease further covenants and agrees that it or he or she shall not transfer any shares of a material amount common stock of assets MSR unless it or he or she shall obtain the written consent of the Company or any transferee to comply with the terms hereof and shall have furnished a copy of its subsidiaries or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed this Agreement executed by such transferee to in writing by Purchaser; (iv) any change in the present capitalization or dividend policy of the Company; (v) any amendment provided, however, the existing pledge of the Company’s certificate shares of incorporation or by-laws; or (vi) any other material change in common stock of MSR to secure the Company’s corporate structure or business. Stockholder further agrees that Stockholder shall 's debt and any transfer of such shares following foreclosure upon thereof without such consent will not commit or agree to or enter into any contract, agreement, arrangement or understanding with any Person, the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 2. Stockholder acknowledges that the agreement set forth in this Section 2 applies even if the Company breaches any of its representations, warranties, covenants or agreements set forth in the Merger Agreementconstitute a violation hereof).

Voting of Common Stock. Stockholder hereby irrevocably agrees The Company and the Parent agree that, during the time period from the date hereof until the Effective Time or the termination of this Agreement is in effectaccordance with its terms (the "Restricted Period"), (i) the Company and the Parent will not, and will cause each of their respective Subsidiaries not to, sell, transfer, or pledge any Securities of the other party or any interest therein directly or indirectly therein beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) (such ownership, "Beneficially Owned") by it or any of its Subsidiaries to any person, other than a wholly owned Subsidiary of the Company (with respect to sales of Parent Securities by the Company) or the Parent (with respect to sales of Company Securities by Parent), and (ii) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders holders of the Companyother party's Securities, however called, or at any adjournment or postponement thereofincluding without limitation Parent's 1997 Annual Meeting, or in connection with any written consent of the holders of the other circumstance in which party's Securities (collectively, a "Meeting"), the vote, consent Company (written or otherwisewith respect to any Parent Meeting) or approval of stockholders Parent (with respect to any Company Meeting) will appear at the meeting or otherwise cause the Securities of the other party Beneficially Owned by the Company is soughtor Parent, Stockholder shall appear in person or by proxy (including as the case may be, to be counted as present thereat for purposes of establishing a quorum) quorum and vote or consent (a) vote or cause to be voted Stockholder’s Shares to adopt, approve and vote or consented) the Securities (A) in favor of the Merger adoption of this Agreement, the Merger Proposed Parent Charter Amendments (with respect to any Parent Meeting) and the approval of other transactions actions contemplated by the Merger this Agreement and any other actions or agreements required in furtherance thereof; hereof, (bB) vote or cause to be voted Stockholder’s Shares against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Parent or the Company under the Merger this Agreement; , and (cC) vote except as otherwise agreed to in writing in advance by the other party (in its sole discretion) or cause to be voted Stockholder’s Shares expressly contemplated herein, against any action or agreement the following actions (other than the Merger Agreement or and the transactions contemplated therebyby this Agreement): (1) that would except as provided in Section 1.04, any change in the composition of the board of directors of the issuer of such Securities not approved by (x) a majority of the Company Board, in the case of changes in the Company Board, or (y) the Unaffiliated Directors, in the case of changes in the Parent Board, (2) except with respect to any changes contemplated by this Agreement, any material change in the present capitalization of the other party, including without limitation any proposal to sell a substantial equity interest of the other party or any of their respective Subsidiaries; (3) except with respect to any amendment included in the Joint Proxy Statement or contemplated by this Agreement, any amendments of the other party's articles of incorporation or bylaws; (4) except with respect to any changes contemplated by this Agreement, any other change in the other party's corporate structure or business; or (5) any other action which, in the case of each of the matters referred to in clauses (1), (2), (3) or (4), is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or attempt materially adversely affect 42 the Merger and the transactions contemplated by this Agreement. Without limiting the generality or effect of the foregoing, (x) during the period from the date hereof to discourage the MergerOffer Completion Date plus two calendar days (unless the second calendar day is not a business day, includingin which case the period will include the business day following the second calendar day) (the "Open Period"), but not limited to: (i) any extraordinary corporate transactionat the request of Parent, such as a merger, consolidation, tender or exchange offer or other business combination involving the Company will take all actions necessary, including without limitation voting of Securities of Parent in furtherance of, the adjournment or any of its subsidiaries; (ii) a sale, lease or transfer of a material amount of assets postponement of the Parent's 1997 Annual Meeting to such date within the Open Period as may be so requested by Parent and (y) the parties will in all events take all such actions as may be required to adjourn Parent's 1997 Annual Meeting to June 24, 1997. The Company or any of its subsidiaries or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by Purchaser; (iv) any change in the present capitalization or dividend policy of the Company; (v) any amendment of the Company’s certificate of incorporation or by-laws; or (vi) any other material change in the Company’s corporate structure or business. Stockholder further agrees that Stockholder shall and Parent may not commit or agree to or enter into any contract, agreement, arrangement agreement or understanding with any Person, person the effect of which would be inconsistent with or violative of the provisions and agreements any provision contained in this Section 26.13. Stockholder acknowledges that the agreement set forth in For purposes of this Section 2 applies even if 6.13, "Securities" mean (I) the shares of Parent Common Stock or the Company breaches Common Stock Beneficially Owned by the other party as of the relevant date, including, without duplicative counting of the same shares of Parent Common Stock or the Company Common Stock, shares of Parent Common Stock or the Company Common Stock Beneficially Owned by all other persons with whom Parent or the Company would constitute a "group" within the meaning of Section 13(d) of the Exchange Act, and (II) any shares of its representationsParent Common Stock, warrantiesCompany Common Stock or other securities of the Parent or the Company acquired by the other party in any capacity after the date hereof and prior to the Effective Time, covenants whether upon the exercise of options, warrants or agreements set forth rights, the conversion or exchange of convertible or exchangeable securities or by means of purchase, dividend, distribution, split-up, recapitalization, combination, exchange of shares or the like, transfer or as a successor in the Merger Agreementinterest in any capacity or otherwise.

Voting of Common Stock. Stockholder hereby irrevocably agrees The Company and the Parent agree that, during the time period from the date hereof until the Effective Time or the termination of this Agreement is in effectaccordance with its terms (the "Restricted Period"), (i) the Company and the Parent will not, and will cause each of their respective Subsidiaries not to, sell, transfer, or pledge any Securities of the other party or any interest therein directly or indirectly therein beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) (such ownership, "Beneficially Owned") by it or any of its Subsidiaries to any person, other than a wholly owned Subsidiary of the Company (with respect to sales of Parent Securities by the Company) or the Parent (with respect to sales of Company Securities by Parent), and (ii) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders holders of the Companyother party's Securities, however called, or at any adjournment or postponement thereofincluding without limitation Parent's 1997 Annual Meeting, or in connection with any written consent of the holders of the other circumstance in which party's Securities (collectively, a "Meeting"), the vote, consent Company (written or otherwisewith respect to any Parent Meeting) or approval of stockholders Parent (with respect to any Company Meeting) will appear at the meeting or otherwise cause the Securities of the other party Beneficially Owned by the Company is soughtor Parent, Stockholder shall appear in person or by proxy (including as the case may be, to be counted as present thereat for purposes of establishing a quorum) quorum and vote or consent (a) vote or cause to be voted Stockholder’s Shares to adopt, approve and vote or consented) the Securities (A) in favor of the Merger adoption of this Agreement, the Merger Proposed Parent Charter Amendments (with respect to any Parent Meeting) and the approval of other transactions actions contemplated by the Merger this Agreement and any other actions or agreements required in furtherance thereof; hereof, (bB) vote or cause to be voted Stockholder’s Shares against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Parent or the Company under the Merger this Agreement; , and (cC) vote except as otherwise agreed to in writing in advance by the other party (in its sole discretion) or cause to be voted Stockholder’s Shares expressly contemplated herein, against any action or agreement the following actions (other than the Merger Agreement or and the transactions contemplated therebyby this Agreement): (1) that would except as provided in Section 1.04, any change in the composition of the board of directors of the issuer of such Securities not approved by (x) a majority of the Company Board, in the case of changes in the Company Board, or (y) the Unaffiliated Directors, in the case of changes in the Parent Board, (2) except with respect to any changes contemplated by this Agreement, any material change in the present capitalization of the other party, including without limitation any proposal to sell a substantial equity interest of the other party or any of their respective Subsidiaries; (3) except with respect to any amendment included in the Joint Proxy Statement or contemplated by this Agreement, any amendments of the other party's articles of incorporation or bylaws; (4) except with respect to any changes contemplated by this Agreement, any other change in the other party's corporate structure or business; or (5) any other action which, in the case of each of the matters referred to in clauses (1), (2), (3) or (4), is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or attempt materially adversely affect the Merger and the transactions contemplated by this Agreement. Without limiting the generality or effect of the foregoing, (x) during the period from the date hereof to discourage the MergerOffer Completion Date plus two calendar days (unless the second calendar day is not a business day, includingin which case the period will include the business day following the second calendar day) (the "Open Period"), but not limited to: (i) any extraordinary corporate transactionat the request of Parent, such as a merger, consolidation, tender or exchange offer or other business combination involving the Company will take all actions necessary, including without limitation voting of Securities of Parent in furtherance of, the adjournment or any of its subsidiaries; (ii) a sale, lease or transfer of a material amount of assets postponement of the Parent's 1997 Annual Meeting to such date within the Open Period as may be so requested by Parent and (y) the parties will in all events take all such actions as may be required to adjourn Parent's 1997 Annual Meeting to June 24, 1997. The Company or any of its subsidiaries or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by Purchaser; (iv) any change in the present capitalization or dividend policy of the Company; (v) any amendment of the Company’s certificate of incorporation or by-laws; or (vi) any other material change in the Company’s corporate structure or business. Stockholder further agrees that Stockholder shall and Parent may not commit or agree to or enter into any contract, agreement, arrangement agreement or understanding with any Person, person the effect of which would be inconsistent with or violative of the provisions and agreements any provision contained in this Section 26.13. Stockholder acknowledges that the agreement set forth in For purposes of this Section 2 applies even if 6.13, "Securities" mean (I) the shares of Parent Common Stock or the Company breaches Common Stock Beneficially Owned by the other party as of the relevant date, including, without duplicative counting of the same shares of Parent Common Stock or the Company Common Stock, shares of Parent Common Stock or the Company Common Stock Beneficially Owned by all other persons with whom Parent or the Company would constitute a "group" within the meaning of Section 13(d) of the Exchange Act, and (II) any shares of its representationsParent Common Stock, warrantiesCompany Common Stock or other securities of the Parent or the Company acquired by the other party in any capacity after the date hereof and prior to the Effective Time, covenants whether upon the exercise of options, warrants or agreements set forth rights, the conversion or exchange of convertible or exchangeable securities or by means of purchase, dividend, distribution, split-up, recapitalization, combination, exchange of shares or the like, transfer or as a successor in the Merger Agreementinterest in any capacity or otherwise.