Agreement to Vote Securities. At any meeting of the shareholders of the Company, however called, or at any adjournment or postponement thereof, or in connection with any written consent of the shareholders of the Company or in any other circumstances upon which a vote, consent or other approval of all or some of the shareholders of the Company is sought, each Company Shareholder shall vote (or cause to be voted) all of such Company Shareholder’s Shares and any other shares of capital stock of the Company owned, beneficially or of record as set forth next to its name in Schedule A of this Agreement (with respect to each Company Shareholder, its “Owned Securities”): (a) in favor of approval of the Transaction, including without limitation in favor of approval of the QLT Shareholder Resolution, and any actions required in furtherance thereof; and (b) against the following actions (other than the issuance of the Company Shares in connection with the Merger): (i) any acquisition proposal or merger, takeover bid, amalgamation, plan of arrangement, business combination or similar transaction involving the Company, other than the Transaction (an “Alternative Transaction”); (ii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; (iii) any amendment of the Company’s notice of articles or articles that would reasonably be regarded as being directed towards or likely to prevent, delay or impede the consummation of the Transaction; (iv) any action or transaction that would result in a breach of any representation, warranty covenant or agreement of the Company under the Merger Agreement; or (v) any other action or transaction that would reasonably be regarded as being directed towards or likely to prevent, delay or impede the consummation of the Transaction.
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Samples: Voting Agreement (Auxilium Pharmaceuticals Inc), Voting Agreement (Auxilium Pharmaceuticals Inc), Voting Agreement (Auxilium Pharmaceuticals Inc)
Agreement to Vote Securities. At any meeting of the shareholders of the Company, however called, or at any adjournment or postponement thereof, or in connection with any written consent of the shareholders of the Company or in any other circumstances upon which a vote, consent or other approval of all or some of the shareholders of the Company is sought, each Company Shareholder shall vote (or cause to be voted) all of such Company Shareholder’s 's Shares and any other shares of capital stock of the Company owned, beneficially or of record as set forth next to its name in Schedule A of this Agreement (with respect to each Company Shareholder, its “"Owned Securities”"):
(a) in favor of approval of the Transaction, including without limitation in favor of approval of the QLT Shareholder Resolution, and any actions required in furtherance thereof; and
(b) against the following actions (other than the issuance of the Company Shares in connection with the Merger): (i) any acquisition proposal or merger, takeover bid, amalgamation, plan of arrangement, business combination or similar transaction involving the Company, other than the Transaction (an “"Alternative Transaction”"); (ii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; (iii) any amendment of the Company’s 's notice of articles or articles that would reasonably be regarded as being directed towards or likely to prevent, delay or impede the consummation of the Transaction; (iv) any action or transaction that would result in a breach of any representation, warranty covenant or agreement of the Company under the Merger Agreement; or (v) any other action or transaction that would reasonably be regarded as being directed towards or likely to prevent, delay or impede the consummation of the Transaction.
Appears in 3 contracts
Samples: Voting Agreement (Auxilium Pharmaceuticals Inc), Voting Agreement (QLT Inc/Bc), Voting Agreement (QLT Inc/Bc)
Agreement to Vote Securities. At any meeting of the shareholders of the Company, however called, Company Meeting or at any adjournment or postponement thereof, or in connection with any written consent of the shareholders of the Company or in any other circumstances upon which a vote, consent or other approval of all or some of the shareholders of the Company with respect to the Arrangement Resolution is sought, each Company Shareholder the Voting Trustee shall vote (or cause to be voted) all of such the Company Shareholder’s Shares Securities entitled to be voted thereat and any other shares of in the capital stock of the Company owned, beneficially or of record as set forth next to its name in Schedule A of this Agreement and any Additional Securities (as that term is defined herein) owned, beneficially or of record by such Company Shareholder (with respect to each Company Shareholder, its “Owned Securities”):
(a) in favor of approval of the Transaction, including without limitation in favor of approval of the QLT Shareholder Arrangement Resolution, and any actions required in furtherance thereof; and
(b) against the following actions (other than the issuance of Arrangement and the Company Shares in connection with transactions contemplated by the MergerArrangement Agreement): (i) any acquisition proposal or merger, takeover bid, amalgamation, plan of arrangement, business combination or similar transaction involving the Company, other than the Transaction (an “Alternative Transaction”); (ii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; (iii) any amendment of the Company’s notice certificate of articles incorporation or articles bylaws that would reasonably be regarded as being directed towards or likely to prevent, delay or impede the consummation of the Transaction; (iv) any action or transaction that would result in a breach of any representation, warranty covenant or agreement of the Company under the Merger Arrangement Agreement; or (v) any other action or transaction that would reasonably be regarded as being directed towards or likely to prevent, delay or impede the consummation of the Transaction.
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Agreement to Vote Securities. At any meeting of the shareholders of the Company, however called, Company Meeting or at any adjournment or postponement thereof, or in connection with any written consent of the shareholders of the Company or in any other circumstances upon which a vote, consent or other approval of all or some of the shareholders of the Company with respect to the Arrangement Resolution is sought, each the Company Shareholder shall vote (or cause to be voted) all of such the Company Shareholder’s Shares Securities entitled to be voted thereat and any other shares of in the capital stock of the Company owned, beneficially or of record as set forth next to its name in Schedule A of this Agreement and any Additional Securities (with respect to each as that term is defined herein) owned, beneficially or of record by the Company Shareholder, Shareholder (its “Owned Securities”):
(a) in favor of approval of the Transaction, including without limitation in favor of approval of the QLT Shareholder Arrangement Resolution, and any actions required in furtherance thereof; and
(b) against the following actions (other than the issuance of Arrangement and the Company Shares in connection with transactions contemplated by the MergerArrangement Agreement): (i) any acquisition proposal or merger, takeover bid, amalgamation, plan of arrangement, business combination or similar transaction involving the Company, other than the Transaction (an “Alternative Transaction”); (ii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; (iii) any amendment of the Company’s notice certificate of articles incorporation or articles bylaws that would reasonably be regarded as being directed towards or likely to prevent, delay or impede the consummation of the Transaction; (iv) any action or transaction that would result in a breach of any representation, warranty covenant or agreement of the Company under the Merger Arrangement Agreement; or (v) any other action or transaction that would reasonably be regarded as being directed towards or likely to prevent, delay or impede the consummation of the Transaction.
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