![]() (D) any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction (each of (ii) and (iii), a “ Competing Transaction”).Īdditional Representations and Warranties of Shareholder. Shareholder shall appear at the meeting or otherwise cause such Shareholder’s Shares to be present thereat for purposes of establishing a quorum and vote (i) in favor of approval of the Proposed Transaction, (ii) against the approval or adoption ofĪny proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving anyĪIM Entity other than the Proposed Transaction (B) any sale, lease or transfer of all or substantially all of the assets of any AIM Entity (C) any reorganization, recapitalization, dissolution, liquidation or winding up of any AIM Entity or Prior to the Expiration Date, at any meeting of the holders of Common Stock called, and at every adjournment or postponement thereof, each Owner, but not the record holder, of the Shares, such Shareholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in favor of the approval of the Proposed Transaction. ![]() Without limiting the generality of the foregoing, no Shareholder has entered into any voting agreement (other than this Agreement and the Prior Shareholder VotingĪgreement) with any Person with respect to any of the Shares, granted any Person or any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares (other than pursuant to the Prior Shareholder Voting Agreement), depositedĪny of the Shares in a voting trust or entered into any Contract or other arrangement with any Person limiting or affecting such Shareholder’s legal power, authority or right to vote the Shares on any matter. Of record or beneficially by such Shareholder, in favor of the approval and authorization of the AIM Merger, the AIM Merger Agreement and the other transactions contemplated thereby (collectively, the “ Proposed Transaction”) without theĬonsent or approval of, or any other action on the part of, any other Person. As of the date hereof and for so long as this Agreement remains in effect (including as of the date of the AIM Shareholder Meeting, which,įor purposes of this Agreement, includes any adjournment or postponement thereof), except for this Agreement or as otherwise permitted by this Agreement, each Shareholder has full legal power, authority and right to vote all of the Shares then owned
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