1.4 Company Stockholder Agreements. From the date hereof until the Expiration Time, each Company Stockholder hereby unconditionally and irrevocably agrees that, at any meeting of the stockholders of the Company (or any adjournment or postponement thereof), and in any action by written consent of the stockholders of the Company distributed by the Board of Directors of the Company or otherwise undertaken as contemplated by the Merger Agreement or the transactions contemplated thereby, including in the form attached as Exhibit A (which written consent shall be delivered promptly, and in any event within forty-eight (48) hours, after the Registration Statement (as contemplated by the Merger Agreement) is declared effective and delivered or otherwise made available to the stockholders of Parent and the stockholders of the Company), such Company Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and such Company Stockholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares:
(a) to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger;
(b) in any other circumstances upon which a consent or other approval is required under the Companys Governing Documents or under any agreements between the Company and its stockholders with respect to the Merger Agreement or the transactions contemplated thereby in accordance with the terms of the Merger Agreement, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Stockholders Subject Shares held at such time in favor thereof;
(c) against any merger agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (other than the Merger Agreement and the transactions contemplated thereby);
(d) against any change in the business, management or Board of Directors of the Company (except in connection with the Merger Agreement and the transactions contemplated thereby); and
(e) against any proposal, action or agreement that to the knowledge of such Company Stockholder, would (i) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (ii) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement, (iii) result in any of the conditions set forth in Article VII of the Merger Agreement not being fulfilled or (iv) change in any manner the capitalization of the Company, including the voting rights of any class of capital stock of the Company or any other Securities (except in connection with the Merger Agreement and the transactions contemplated thereby).
Each Company Stockholder hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing.
1.5 Agreement as a Company Stockholder. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall apply to each Company Stockholder solely in such Company Stockholders capacity as a record or beneficial holder of the Subject Shares, and not in any Company Stockholders capacity (or the capacity of any director, officer, employee, equityholder, member, partner or Affiliate of a Company Stockholder) as a director, officer or employee of the Company or any of its Subsidiaries or in any Company Stockholders capacity (or the capacity of any director, officer, employee, equityholder, member, partner or Affiliate of a Company Stockholder) as a trustee or fiduciary of any employee benefit plan or trust.