13D Filing: Elliott Associates, L.P. and Advisory Board Co (ABCO)

3.       Agreement to Vote Shares.

(a)        Voting Agreement. Until the termination of this Agreement, at every meeting of stockholders of the Company called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of stockholders of the Company with respect to any of the following, each Stockholder agrees (solely in its capacity as a stockholder of the Company) that it shall, or shall cause its nominee holder of record on any applicable record date to, vote the Subject Shares that the Stockholder is eligible to vote, and deliver a written consent in respect of the Stockholder’s Subject Shares, at any applicable general or special meeting of the stockholders of the Company:

(i)        in favor of (x) adoption of the Merger Agreement and approval of the Merger, (y) each of the actions contemplated by the Merger Agreement in respect of which approval of the Company’s stockholders is required thereunder and (z) any actions required in furtherance of the foregoing that the Company Board has (A) determined is necessary or advisable for the consummation of the Merger, (B) disclosed in the Proxy Statement or other written materials distributed to all Company stockholders and (C) recommended that the Company stockholders adopt; and

(ii)        against (x) any proposal or action that would constitute a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement or any other proposal which would in any material respect impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement, (y) any Company Takeover Proposal and (z) any stock purchase agreement, merger, consolidation, business combination, tender offer, exchange, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any one or more assets or businesses of the Company and its Subsidiaries (other than the Merger Agreement).

Nothing in this Agreement shall require any Stockholder to vote or otherwise consent to any amendment to the Merger Agreement or the taking of any action that could result in the amendment, modification or a waiver of a provision therein, in any such case, in a manner that (A) imposes any material restrictions or additional material conditions on the consummation of the Merger or (B) extends the End Date, and except as expressly set forth in this Section 3(a), each Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company.

Until this Agreement is terminated, in the event that any meeting of the stockholders of the Company is held with respect to any of the matters specified in Section 3(a)(i) or (ii) above (and at every adjournment or postponement thereof), each Stockholder covenants that it shall, or shall cause the holder of record of the Stockholder’s Subject Shares on each record date relevant to such a stockholder vote with respect to such specified matters to, appear at such meeting or otherwise cause the Stockholder’s Subject Shares that are eligible to be voted at such stockholder meeting to be counted as present thereat for purposes of establishing a quorum.