(a) with respect to each meeting at which a vote of Holders on the Merger is requested (a Merger Proposal), in favor of such Merger Proposal (and, in the event that such Merger Proposal is presented as more than one proposal, in favor of each proposal that is part of such Merger Proposal), and in favor of any other matter presented or proposed for approval of the Merger or any part or aspect thereof or any other transactions or matters contemplated by the Merger Agreement;
(b) against any Alternative Proposal, without regard to the terms of such Alternative Proposal, or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger and the other transactions or matters contemplated by the Merger Agreement;
(c) against any other action, agreement or transaction that is intended, that would reasonably be expected, or the effect of which would reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or the performance of its obligations under this Agreement, including any of the following: (i) any extraordinary transaction, such as a merger, consolidation or other business combination involving the Company; (ii) a sale, lease or transfer of all or substantially all of the assets of the Company, or a reorganization, recapitalization or liquidation of the Company; or (iii) any material change in the present capitalization or distribution policy of the Company or any amendment or other change to the Company Charter, Company Bylaws or other organizational documents of the Company or its Subsidiaries, excluding, in each such case, (A) any action, agreement or transaction that is approved in writing by Parent, (B) the Merger and (C) any other transaction that is expressly contemplated by or provided for in the Merger Agreement;
(d) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, that would result in the failure of any condition set forth in Section 8.1 or Section 8.2 of the Merger Agreement to be satisfied, or of such Holder contained in this Agreement; and
(e) in favor of any other matter necessary to the consummation of the transactions expressly contemplated by the Merger Agreement, including the Merger and any adjournment or postponement of the Company Meeting (clauses (a) through (e) of this Section 1.1, the Required Votes).
Section 1.2 Restrictions on Transfers. Each Holder hereby agrees that, from the date hereof until the Expiration Time, it shall not, directly or indirectly, except in connection with the consummation of the Merger or as provided in clauses (x) or (y) in this Section 1.2, (a) sell, transfer, assign, tender in any tender or exchange offer, pledge, encumber, hypothecate or similarly dispose of (by merger, by testamentary disposition, by operation of Law or otherwise), either voluntarily or involuntarily, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, Lien, hypothecation or other