Common use of Voting of Stock Clause in Contracts

Voting of Stock. At any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the shareholders of the Seller (the "Meeting"), however called, or in connection with any written consent or resolutions of the shareholders of the Seller, Warburg will appear at the Meeting or otherwise cause the Stock entitled to vote on any matter presented to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Stock to the extent such Stock is entitled to vote or consent, except as otherwise agreed to in writing in advance by the Buyer in its sole discretion, in favor of the transactions contemplated by the Purchase Agreement and any other business combination with Buyer and against the following actions: (1) any Acquisition Proposal or (2) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by this Agreement or the Purchase Agreement. Warburg agrees that it will not enter into any agreement or understanding with any Person the intended or reasonably anticipated effect of which would be inconsistent with or violative of any provision contained in this Section 2(c). Any such vote or consent shall be deemed a consent for purposes of Section 4(m) of the Securities Purchase Agreements, dated as of October 1, 1999 and November 21, 1997, by and between Seller and Warburg.