Agreement to Vote Shares. Until the Expiration Date, 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, the Stockholder shall, or shall cause the holder of record on any applicable record date to, to the extent not voted by the person(s) appointed under the Proxy, vote the Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company: (a) in favor of (i) adoption of the Merger Agreement, (ii) each of the actions contemplated by the Merger Agreement, and (ii) any proposal or action that could reasonably be expected to facilitate the Merger and the other transactions contemplated by the Merger Agreement; (b) against any proposal or action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement; and (c) against any Acquisition Proposal. Until the Expiration Date, in the event that any meeting of the stockholders of the Company is held with respect to any of the foregoing (and at every adjournment or postponement thereof), the Stockholder shall, or shall cause the holder of record of Shares on any applicable record date to, appear at such meeting or otherwise cause his, her or its Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company to be counted as present thereat for purposes of establishing a quorum.
Appears in 3 contracts
Samples: Merger Agreement (STG Ugp, LLC), Merger Agreement (MSC Software Corp), Voting Agreement (STG Ugp, LLC)
Agreement to Vote Shares. Until the Expiration Date, 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, the Stockholder shall, or shall cause the holder of record on any applicable record date to, to the extent not voted by the person(s) appointed under the Proxy, in each case to the fullest extent that such matters are submitted for the vote or written consent of the Stockholder and that the Shares are entitled to vote thereon or consent thereto, vote the Shares that are eligible to be voted at any general or special meeting of the stockholders of the CompanyShares:
(a) in favor of (i) adoption of the Merger Agreement, (ii) each of the actions contemplated by the Merger Agreement, and (ii) any proposal or action that could reasonably be expected to facilitate the Merger and the other transactions contemplated by the Merger Agreement;
(b) against any proposal or action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement; and
(c) against any Acquisition Proposal. Until the Expiration Date, in the event that any meeting of the stockholders of the Company is held with respect to any of the foregoing (and at every adjournment or postponement thereof), the Stockholder shall, or shall cause the holder of record of Shares on any applicable record date to, appear at such meeting or otherwise cause his, her or its Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company to be counted as present thereat for purposes of establishing a quorum.
Appears in 3 contracts
Samples: Merger Agreement (MSC Software Corp), Merger Agreement (STG Ugp, LLC), Stockholder Voting Agreement (STG Ugp, LLC)
Agreement to Vote Shares. Until Shareholder agrees that, prior to the Expiration DateDate (as defined in Section 8), at every any meeting of stockholders shareholders of the Company called with respect to Company, however called, or at any of the following, and at every adjournment or postponement thereof, and on every action or approval by in connection with any written consent of stockholders of the Company with respect to any of the following, the Stockholder shall, or shall cause the holder of record on any applicable record date to, to the extent not voted by the person(s) appointed under the Proxy, vote the Shares that are eligible to be voted at any general or special meeting of the stockholders shareholders of the Company, except as otherwise agreed to in writing in advance by the Buyer, Shareholder shall:
(a) appear at each such meeting, in favor of (i) adoption of the Merger Agreement, (ii) each of the actions contemplated person or by the Merger Agreementproxy, and (ii) any proposal or action that could reasonably be expected to facilitate the Merger and the other transactions contemplated by the Merger Agreement;
(b) against any proposal or action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement; and
(c) against any Acquisition Proposal. Until the Expiration Date, in the event that any meeting of the stockholders of the Company is held with respect to any of the foregoing (and at every adjournment or postponement thereof), the Stockholder shall, or shall thereby cause the holder of record of Shares on any applicable record date to, appear at such meeting or otherwise cause his, her or its Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company to be counted as present thereat for purposes of establishing calculating a quorum; and
(b) from and after the date hereof until the Expiration Date, vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) with respect to, all the Shares (whether acquired heretofore or hereafter) that are beneficially owned by Shareholder, or as to which Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of approval of the Merger Agreement; (ii) in favor of any matter reasonably necessary for consummation of the transactions contemplated by the Merger Agreement; (iii) against any action or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iv) against any Acquisition Proposal or any other action, agreement or transaction that is intended, or could reasonably be expected, to materially impede, interfere or be inconsistent with, delay, discourage or materially and adversely affect consummation of the transactions contemplated by the Merger Agreement or any of Shareholder’s obligations under this Agreement.
Appears in 2 contracts
Samples: Voting Agreement (People's United Financial, Inc.), Voting Agreement (LSB Corp)
Agreement to Vote Shares. Until The Stockholder agrees that, prior to the Expiration DateDate (as defined in Section 2 below), 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, the Stockholder shall, or shall cause the holder of record on any applicable record date to, to the extent not voted by the person(s) appointed under the Proxy, vote the Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company or any adjournment or postponement thereof, or in connection with any written consent of the stockholders of the Company, with respect to a possible merger, sale or other transfer, directly or indirectly and whether in one or a series of transactions, of all or a significant portion of the assets or securities of the Company or any extraordinary corporate transaction, regardless of the form or structure of such transaction, in each case if and to the extent adopted or approved by the Company’s Board of Directors and recommended to the Company’s stockholders for adoption or approval (the “Potential Transaction”), the Stockholder shall:
(a) appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and
(b) from and after the date hereof until the Expiration Date, vote (or cause to be voted) or deliver a written consent (or cause a written consent to be delivered) covering all of the Shares that such Stockholder shall be entitled to so vote: (i) in favor of (i) adoption and approval of the Merger Agreement, (ii) each of the actions Potential Transaction and all other transactions contemplated by the Merger Agreement, and definitive agreements documenting the Potential Transaction (iithe “Definitive Documentation”) as to which stockholders of the Company are called upon to vote or consent in favor of any proposal or action that could reasonably be expected to facilitate matter necessary for consummation of the Merger Potential Transaction and the other transactions contemplated by the Merger Agreement;
Definitive Documentation or as otherwise; (bii) against any proposal action or action agreement that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Affiliates (as defined in Rule 12b-2 under the Exchange Act) under the Definitive Documentation or that would reasonably be expected to result in any of the conditions to the Company’s or any of its Affiliates’ obligations under the Definitive Documentation not being fulfilled; and (iii) against any agreement, transaction or other matter that is intendedintended to, or could would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the Merger or any consummation of the Potential Transaction and all other transactions contemplated by the Merger Agreement; and
Definitive Documentation (c) against an “Alternative Proposal”). The Stockholder shall not take or commit or agree to take any Acquisition Proposal. Until action inconsistent with the Expiration Date, in the event that any meeting of the stockholders of the Company is held with respect to any of the foregoing (and at every adjournment or postponement thereof), the Stockholder shall, or shall cause the holder of record of Shares on any applicable record date to, appear at such meeting or otherwise cause his, her or its Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company to be counted as present thereat for purposes of establishing a quorumforegoing.
Appears in 2 contracts
Samples: Voting Agreement (Pozen Inc /Nc), Voting Agreement (Pozen Inc /Nc)
Agreement to Vote Shares. Until Stockholder hereby covenants and agrees that, during the Expiration Dateperiod commencing on the date hereof and continuing until the first to occur of (i) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Plan (the "EFFECTIVE TIME") and (ii) termination of this Agreement in accordance with its terms, at every any 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, the Stockholder shall, or shall cause the holder of record on any applicable record date to, to the extent not voted by the person(s) appointed under the Proxy, vote the Shares that are eligible to be voted at any general (whether annual or special meeting and whether or not an adjourned or postponed meeting) of the stockholders of the Company:
(a) in favor of (i) adoption of the Merger AgreementHealthvision, (ii) each of the actions contemplated by the Merger Agreement, and (ii) any proposal or action that could reasonably be expected to facilitate the Merger and the other transactions contemplated by the Merger Agreement;
(b) against any proposal or action that is intendedhowever called, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or in connection with any of the other transactions contemplated by the Merger Agreement; and
(c) against any Acquisition Proposal. Until the Expiration Date, in the event that any meeting written consent of the stockholders of the Company is held with respect to any of the foregoing (and at every adjournment or postponement thereof)Healthvision, the Stockholder shall, or shall cause the holder of record of Shares on any applicable record date to, will appear at such the meeting or otherwise cause his, her or its the Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company to be counted as present thereat for purposes of establishing a quorumquorum and vote or consent (or cause to be voted or consented) the Shares:
(1) in favor of the approval and adoption of the Plan in the form entered into on the date hereof and the agreement of merger to be filed with the Delaware Secretary of State (the "AGREEMENT OF MERGER") a form of which is attached as an exhibit to the Plan, and the approval of the Merger and the other actions contemplated by the Plan and the Agreement of Merger and any actions required in furtherance thereof;
(2) against approval of any proposal made in opposition to or in competition with the consummation of the Merger, including, without limitation, any Acquisition Proposal or any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Healthvision under the Plan or the Agreement of Merger, or of Stockholder under this Agreement. Stockholder further agrees not to enter into any agreement or understanding with any person the effect of which would be inconsistent with or violative of any provision contained in this Section 1.2.
Appears in 2 contracts
Samples: Merger Agreement (Neoforma Com Inc), Merger Agreement (Eclipsys Corp)
Agreement to Vote Shares. Until The Stockholder agrees that, prior to the Expiration DateDate (as defined in Section 2 below), 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, the Stockholder shall, or shall cause the holder of record on any applicable record date to, to the extent not voted by the person(s) appointed under the Proxy, vote the Shares that are eligible to be voted at any general or special meeting of the stockholders of the CompanyCompany or any adjournment or postponement thereof, with respect to the Merger, the Merger Agreement or any Company Acquisition Proposal, the Stockholder shall:
(a) appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and
(b) from and after the date hereof until the Expiration Date, vote (or cause to be voted): (i) in favor of (i) adoption of the Merger Agreement, (ii) each Agreement and the approval of the actions Merger and the other transactions contemplated by the Merger Agreement, and (ii) Agreement thereby as to which stockholders of the Company are called upon to vote or consent in favor of any proposal or action that could reasonably be expected to facilitate matter necessary for consummation of the Merger and the other transactions contemplated by the Merger Agreement;
; (bii) against any proposal action or action agreement that would reasonably be expected to result in any of the conditions to the Company’s or any Company Subsidiary’s or Affiliates’ obligations under the Merger Agreement not being fulfilled; and (iii) against any Company Acquisition Proposal, or any agreement, transaction or other matter that is intendedintended to, or could would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the Merger or any consummation of the Merger and all other transactions contemplated by the Merger Agreement; and
(c) against . The Stockholder shall not take or commit or agree to take any Acquisition Proposal. Until action inconsistent with the Expiration Date, in the event that any meeting of the stockholders of the Company is held with respect to any of the foregoing (and at every adjournment or postponement thereof), the Stockholder shall, or shall cause the holder of record of Shares on any applicable record date to, appear at such meeting or otherwise cause his, her or its Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company to be counted as present thereat for purposes of establishing a quorumforegoing.
Appears in 2 contracts
Samples: Voting Agreement (SendGrid, Inc.), Voting Agreement (Twilio Inc)
Agreement to Vote Shares. Until the Expiration Date, at every meeting of stockholders of the Company Exar 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 Exar with respect to any of the following, the Stockholder shall, or shall cause the holder of record on any applicable record date to, to the extent not voted by the person(s) appointed under the ProxyProxy (as defined in Section 4 hereof), vote the Shares that are eligible to be voted at any general or special meeting of the stockholders of the CompanyShares:
(a) in favor of (i) adoption approval of the Merger Agreement, (ii) each issuance of the actions contemplated by the Merger Agreement, and (ii) any proposal or action that could reasonably be expected to facilitate shares of Exar Common Stock in the Merger and the other transactions contemplated by the Merger Agreementany action required in furtherance thereof;
(b) against approval of any proposal or action that is intendedmade in opposition to, or could reasonably be expected to, impede, interfere in competition with, delay, postpone, discourage or adversely affect consummation of the Merger or any of and the other transactions contemplated by the Merger Agreement; and
(c) against any Exar Acquisition Proposal. Until the Expiration Date, in the event that any meeting of the stockholders of the Company Exar is held with respect to any of the foregoing (and at every adjournment or postponement thereof), the Stockholder shall, or shall cause the holder of record of Shares on any applicable record date to, appear at such meeting or otherwise cause his, her or its Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company to be counted as present thereat for purposes of establishing a quorum.
Appears in 2 contracts
Samples: Voting Agreement (Sipex Corp), Voting Agreement (Exar Corp)
Agreement to Vote Shares. Until (a) From the date hereof until the Expiration Date, at every meeting of the stockholders of the Company called with respect to any of the followingCompany, and at every adjournment or postponement thereof, and on every action or approval proposed to be taken by written consent of the stockholders of the Company Company, each of the Stockholders (in the Stockholders’ capacity as such) agrees to (x) appear at each such meeting or otherwise cause all of its Shares to be counted as present thereat for purpose of determining a quorum, and (y) be present (in person or by proxy) and, unconditionally and irrevocably, vote (or deliver a written consent with respect to any of the following, the Stockholder shallto), or shall cause the holder of record on any applicable record date to vote (or deliver a written consent with respect to), to the extent not voted by the person(s) appointed under the Proxy, vote the all Shares that are eligible it is entitled to be voted at any general vote, or special meeting of the stockholders of the Companyact by written consent:
(ai) in favor of (i) the adoption of the Merger Agreement, (ii) each and in favor of the actions any other matters expressly contemplated by the Merger AgreementAgreement or necessary for or in reasonable furtherance of the timely consummation of the Offer, and (ii) any proposal or action that could reasonably be expected to facilitate the Merger and the or any other transactions contemplated by the Merger Agreement;
(bii) against any proposal Competing Proposal, other than the Merger;
(iii) against any action, agreement or action transaction that is intendedintended or could reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of any Stockholder contained in this Agreement or (B) result in any of the conditions set forth in Article VII or Exhibit A of the Merger Agreement not being timely satisfied; and
(iv) against any amendment to the Company’s certificate of incorporation or bylaws or other action which is intended to, or would or could reasonably be expected to, impede, interfere withprevent, delay, postpone, discourage or adversely affect the consummation of or prevent the consummation of the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement; and
(c) against any Acquisition Proposal. Until the earlier of (A) the Expiration Date, Date and (B) the acceptance of the Shares for purchase in the event Offer, the Stockholders shall retain at all times the right to vote the Shares in its sole discretion and without any other limitation on any matters other than those set forth in clauses (i) through (iv), above, that are at any meeting time or from time to time presented for consideration to the Company’s stockholders generally. The obligations of the stockholders Stockholders specified in this Section 4 shall apply whether or not (A) the Offer or the Merger or any action described above is recommended by the board of directors of the Company is held or (B) there has been any Adverse Recommendation Change.
(b) The Stockholders shall not enter into any Contract or understanding with respect any Person to vote or give instructions in any manner inconsistent with the terms of the foregoing (and at every adjournment or postponement thereof), the Stockholder shall, or shall cause the holder of record of Shares on any applicable record date to, appear at such meeting or otherwise cause his, her or its Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company to be counted as present thereat for purposes of establishing a quorumthis Section 4.
Appears in 2 contracts
Samples: Tender and Support Agreement (Mr. Cooper Group Inc.), Tender and Support Agreement (Home Point Capital Inc.)
Agreement to Vote Shares. 3.1 Until the Expiration Date, at every meeting of stockholders of the Company called with respect to any of the followingCompany’s shareholders called, and at every adjournment or postponement thereof, and on every action or approval by written consent of stockholders of the Company Company’s shareholders with respect to any of the followingsuch meeting, the Stockholder shall, or Shareholder shall cause the holder of record on any applicable record date to, vote (to the extent not voted by the person(s) appointed under the Proxy, vote ) the Shares that are eligible to be voted at any general or special meeting of the stockholders of the CompanyShares:
(a) in favor of (i) the approval and adoption of the Merger Agreement, (ii) each Agreement and the approval of the actions contemplated by the Merger Agreement, and (ii) any proposal or action that could reasonably be expected to facilitate the Merger and the other transactions contemplated by the Merger Agreement;Agreement (as it may be amended from time to time in a manner not adverse to the Shareholder, including with respect to the Per Share Merger Consideration) and any matter that would reasonably be expected to facilitate the Merger; and
(b) to the extent any of the following actions require a vote of the Company’s shareholders under applicable law or the Company Charter Documents, against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (i) the approval of any proposal made in opposition to, or in competition with, the Merger or any other transactions contemplated by the Merger Agreement, (ii) any Alternative Transaction Proposal, and (iii) any other action that is intended, or could would reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions transaction contemplated by the Merger Agreement; and.
(c) against any Acquisition Proposal. Until the Expiration Date, in 3.2 In the event that any a meeting of the stockholders holders of the Company Ordinary Shares is held with respect to any of the foregoing (and at every adjournment or postponement thereof)held, the Stockholder Shareholder shall, or shall cause the holder of record of Shares on any applicable record date to, appear at such meeting or otherwise cause his, her or its the Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company to be counted as present thereat for purposes of establishing a quorum.
Appears in 2 contracts
Samples: Voting Agreement (Scopus Video Networks Ltd.), Voting Agreement (Scopus Video Networks Ltd.)
Agreement to Vote Shares. Until the Expiration DateTime, at every meeting of stockholders of the Company and Rycan Holdings, as applicable, 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 and Rycan Holdings, as applicable, with respect to any of the following, the Principal Stockholder shall, or shall cause the holder of record on any applicable record date to, in each case, to the fullest extent not voted by that such matters are submitted for the person(s) appointed under vote or written consent of the ProxyPrincipal Stockholder and that the Shares are entitled to vote thereon or consent thereto, vote the Shares that are eligible to be voted at any general or special meeting of the stockholders of the CompanyShares:
(a) in favor of (i) adoption of the Merger Agreement, (ii) each of the actions contemplated by the Merger AgreementAgreement (including the Rycan Transaction), and (iiiii) any proposal or action that could reasonably be expected to facilitate the Merger Integrated Mergers and the other transactions contemplated by the Merger AgreementTransactions;
(b) against any proposal or action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger Integrated Mergers or any of the other transactions contemplated by the Merger AgreementTransactions; and
(c) against any Acquisition Proposal. Until the Expiration DateTime, in the event that any meeting of the stockholders of the Company or Rycan Holdings, as applicable, is held with respect to any of the foregoing (and at every adjournment or postponement thereof), the Principal Stockholder shall, or shall cause the holder of record of Shares on any applicable record date to, appear at such meeting or otherwise cause his, her or its Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company to be counted as present thereat for purposes of establishing a quorum.
Appears in 2 contracts
Samples: Merger Agreement (Computer Programs & Systems Inc), Support Agreement (Computer Programs & Systems Inc)
Agreement to Vote Shares. 3.1 Until the Expiration Date, at every meeting of stockholders of the Company called with respect to any of the followingCompany’s shareholders called, and at every adjournment or postponement thereof, and on every action or approval by written consent of stockholders of the Company Company’s shareholders with respect to any of the followingsuch meeting, the Stockholder shall, or Shareholder shall cause the holder of record on any applicable record date to, vote (to the extent not voted by the person(s) appointed under the Proxy, vote ) the Shares that are eligible to be voted at any general or special meeting of the stockholders of the CompanyShares:
(a) in favor of (i) the approval and adoption of the Merger Agreement, (ii) each Agreement and the approval of the actions contemplated by the Merger Agreement, and (ii) any proposal or action that could reasonably be expected to facilitate the Merger and the other transactions contemplated by the Merger Agreement;Agreement (as it may be amended from time to time in a manner not adverse to the Shareholder with respect to the Per Share Merger Consideration) and any matter that would reasonably be expected to facilitate the Merger; and
(b) to the extent any of the following actions require a vote of the Company’s shareholders under applicable law or the Company Charter Documents, against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (i) the approval of any proposal made in opposition to, or in competition with, the Merger or any other transactions contemplated by the Merger Agreement, (ii) any Alternative Transaction Proposal, and (iii) any other action that is intended, or could would reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions transaction contemplated by the Merger Agreement; and.
(c) against any Acquisition Proposal. Until the Expiration Date, in 3.2 In the event that any a meeting of the stockholders holders of the Company Ordinary Shares is held with respect to any of the foregoing (and at every adjournment or postponement thereof)held, the Stockholder Shareholder shall, or shall cause the holder of record of Shares on any applicable record date to, appear at such meeting or otherwise cause his, her or its the Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company to be counted as present thereat for purposes of establishing a quorum.
Appears in 2 contracts
Samples: Voting Agreement (Scopus Video Networks Ltd.), Voting Agreement (Scopus Video Networks Ltd.)
Agreement to Vote Shares. Until Each Shareholder agrees that, prior to the Expiration DateDate (as defined in Section 2 below), at every any meeting of stockholders the shareholders of the Company called with respect to Vibrant or any of the following, and at every adjournment or postponement thereof, and on every action or approval by in connection with any written consent of stockholders the shareholders of the Company Vibrant, with respect to any of the followingMerger, the Stockholder Merger Agreement or any Acquisition Proposal, such Shareholder shall, or shall cause the holder of record on any applicable record date to, to the extent not voted by the person(s) appointed under the Proxy, vote the Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company:
(a) appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum;
(b) from and after the date hereof until the Expiration Date, vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering all of the Shares and any New Shares that Shareholder shall be entitled to so vote: (i) in favor of (iA) adoption approval of the issuance of the shares of Vibrant Ordinary Shares by virtue of the Merger Agreement, (ii) each of the actions contemplated by the Merger Agreement, and (iiB) any proposal or action matter that could reasonably be expected to facilitate the Merger and the other transactions contemplated by the Merger Agreement;
Contemplated Transactions; (bii) against any proposal Acquisition Proposal, or action any agreement, transaction or other matter that is intendedintended to, or could would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any and all of the other transactions contemplated Contemplated Transactions; and (iii) to approve any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the issuance of the shares of Vibrant Ordinary Shares by virtue of the Merger Agreement; and
(c) against any Acquisition Proposal. Until on the Expiration Date, in the event that any meeting of the stockholders of the Company is held with respect to any of the foregoing (and at every adjournment or postponement thereof), the Stockholder shall, or shall cause the holder of record of Shares date on any applicable record date to, appear at which such meeting is held. Shareholder shall not take or otherwise cause his, her commit or its Shares that are eligible agree to be voted at take any general or special meeting of action inconsistent with the stockholders of the Company to be counted as present thereat for purposes of establishing a quorumforegoing.
Appears in 2 contracts
Samples: Merger Agreement (Vascular Biogenics Ltd.), Support Agreement (Vascular Biogenics Ltd.)
Agreement to Vote Shares. Until (a) In any annual, special or adjourned meeting of the Expiration stockholders of the Company, and in every written consent in lieu of any such meeting, at which the transactions contemplated by the Purchase Agreements are presented to the Company’s stockholders for approval, the Stockholder agrees that it will vote its Voting Shares (i) in favor of the issuance and exercisability of the Shares and Warrants to the Investors and any matter that would reasonably be expected to facilitate the Offering and the issuance and exercise of such Shares and Warrants, including, without limitation, the authorization and issuance of all the Underlying Shares in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date, (ii) in favor of a reverse stock-split of the Company’s Common Stock approved by the Company’s Board of Directors (the “Reverse-Split”), and (iii) against approval of any proposal made in opposition to the matters described in clauses (i) and (ii) above (the votes contemplated by clauses (i) through (iii) being referred to herein as the “Vote”). Notwithstanding the above, the Stockholder shall retain at every all times the right to vote any Voting Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i) through (iii) of this Section 2(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally.
(b) Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict a Stockholder from acting in such Stockholder’s capacity as a director or officer of the Company, to the extent applicable, it being understood that this Agreement shall apply to a Stockholder solely in such Stockholder’s capacity as a stockholder of the Company.
(c) In the event that a meeting of the 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 followingis held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, to the extent not voted by the person(s) appointed under the Proxy, vote the Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company:
(a) in favor of (i) adoption of the Merger Agreement, (ii) each of the actions contemplated by the Merger Agreement, and (ii) any proposal or action that could reasonably be expected to facilitate the Merger and the other transactions contemplated by the Merger Agreement;
(b) against any proposal or action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement; and
(c) against any Acquisition Proposal. Until the Expiration Date, in the event that any meeting of the stockholders of the Company is held with respect to any of the foregoing (and at every adjournment or postponement thereof), the Stockholder shall, or shall cause the holder of record of Shares on any applicable record date to, appear at such meeting or otherwise cause his, her or its such Stockholder’s Voting Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company to be counted as present thereat for purposes of establishing a quorum.
Appears in 2 contracts
Samples: Voting Agreement (Amyris, Inc.), Voting Agreement (Temasek Holdings (Private) LTD)
Agreement to Vote Shares. Until In accordance with Section 2.2 of the Expiration DateAgreement, this letter (the “Letter Agreement”) will confirm the undersigned’s unconditional and irrevocable agreement, at every meeting of stockholders of the Company any duly 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, the Stockholder shall, or shall cause the holder of record on any applicable record date to, to the extent not voted by the person(s) appointed under the Proxy, vote the Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company:
(a) in favor of (i) adoption of the Merger Agreement, (ii) each of the actions contemplated by the Merger Agreement, and (ii) any proposal or action that could reasonably be expected to facilitate the Merger and the other transactions contemplated by the Merger Agreement;
(b) against any proposal or action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement; and
(c) against any Acquisition Proposal. Until the Expiration Date, in the event that any meeting of the stockholders of the Company is held with respect to (or any of the foregoing (and at every adjournment or postponement thereof), the Stockholder shall, or shall cause the holder of record of Shares on ) and in any applicable record date to, appear at such meeting or otherwise cause his, her or its Shares that are eligible to be voted at any general or special meeting action by written consent of the stockholders of the Company Company, that the undersigned will, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause all of the shares of Common Stock over which the undersigned has voting control (the “Shares”) to be counted as present thereat for purposes of establishing a quorum, and shall vote or consent (or cause to be voted or consented), in person or by proxy all the undersigned’s Shares:
(a) in favor of the adoption of each of the amendments to the Certificate of Incorporation of the Company (as it may be amended from time to time) to:
(i) provide that any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors;
(ii) provide that any holder of 10% or more of the outstanding Common Stock shall be entitled to call a special meeting of the stockholders; and
(iii) expressly elect that Section 203 of the Delaware General Corporation Law shall not apply (collectively with (i) and (ii), the “Amendments”); and
(b) against any action or proposal involving the Company that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Agreement or could reasonably be expected to result in any of the Company’s obligations under the Agreement not being fulfilled.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cleveland Biolabs Inc)
Agreement to Vote Shares. Until Each Stockholder hereby, each separately, agrees with the Company that, at all times during the period commencing with the execution and delivery of the Exchange Agreement and continuing until the Expiration Date, 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 followingTime, the Stockholder shall, or shall cause the holder of record on any applicable record date to, to the extent not voted by the person(s) appointed under the Proxy, vote the Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company:
(a) in favor of (i) adoption of the Merger Agreement, (ii) each of the actions contemplated by the Merger Agreement, and (ii) any proposal or action that could reasonably be expected to facilitate the Merger and the other transactions contemplated by the Merger Agreement;
(b) against any proposal or action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement; and
(c) against any Acquisition Proposal. Until the Expiration Date, in the event that any when a meeting of the stockholders of the Company is held with respect called to any present the Exchange for a vote of the foregoing stockholders (and at every adjournment whether or postponement thereofnot an adjourned or postponed meeting), the Stockholder shall, or shall cause the holder of record of Shares on any applicable record date to, appear at such meeting or otherwise cause his, her or its Shares that are eligible to be voted at any general or special meeting shares of the stockholders of the Company Common Stock Beneficially Owned by such Stockholder to be counted as present thereat for purposes the purpose of establishing a quorumquorum and (b) with respect to any meeting at which a vote of the Company’s stockholders is requested, vote, or cause to be voted at such meeting, all shares of Company Common Stock Beneficially Owned by such Stockholder or any of its Affiliates (including by proxy or written consent, if applicable) (i) in favor of any proposal (the “Proposal”) to approve the Exchange and in favor of any other matter presented or proposed that is related to the Exchange in accordance with the terms and conditions set forth in the Exchange Agreement, (ii) against any other proposal, transaction, agreement or other action inconsistent with or made in opposition to approval of the Exchange and (iii) in favor of any proposal to adjourn or postpone such stockholder meeting to a later date if there are not sufficient votes to approve the Exchange. Prior to the Expiration Time, each Stockholder shall not enter into any agreement or understanding with any person to vote or give instructions in any manner inconsistent with the terms of this Agreement. The provisions of this Section 3 shall apply to all Shares owned as of the record date for the vote on the Proposal (the “Record Date”), regardless of whether a Transfer of some or all of such Shares occurs after the Record Date.
Appears in 1 contract
Agreement to Vote Shares. Until the Expiration Date, at every meeting of stockholders of the Company Parent 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 Parent with respect to any of the following, the Stockholder shall, or shall cause the holder of record on any applicable record date to, to the extent not voted by the person(s) appointed under the Proxy, vote the Shares that are eligible to be voted voted, or deliver a written consent in respect of such Shares, at any general or special meeting of the stockholders of the CompanyParent:
(a) in favor of (i) adoption approval of the issuance by Parent of shares of Parent Common Stock to be issued in connection with the Merger in accordance with the terms and conditions of the Merger Agreement, (ii) each of the actions contemplated by the Merger Agreement, Agreement and (ii) any proposal or action that could reasonably be expected to facilitate approval of the Merger issuance by Parent of shares of Parent Common Stock in connection with the Financing in accordance with the terms and conditions of the other transactions contemplated by the Merger Agreement;Financing Documents; and
(b) against any proposal or action that is intended, or could reasonably be expected toto result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent under the Merger Agreement or the Financing Documents, or of Stockholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the Merger or the Financing or any of the other transactions contemplated by the Merger Agreement; and
(c) against any Acquisition ProposalAgreement or the Financing Documents. Until the Expiration Date, in the event that any meeting of the stockholders of the Company Parent is held with respect to any of the foregoing matters set forth in clauses (a) or (b) of this Section 3 (and at every adjournment or postponement thereof), the Stockholder shall, or shall cause the holder of record of Shares on any applicable record date to, appear at such meeting or otherwise cause his, her or its Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company Parent to be counted as present thereat for purposes of establishing a quorum.
Appears in 1 contract
Agreement to Vote Shares. Until (a) In any annual, special, or adjourned meeting of the Expiration Datestockholders of the Company, and in every written consent in lieu of any such meeting, at every which the transactions contemplated by the Purchase Agreement are presented to the Company’s stockholders for approval, each Key Holder agrees that it shall vote, by proxy or otherwise, the Shares (i) in favor of the transactions contemplated by the Purchase Agreement and any matter that would reasonably be expected to facilitate such transactions (including, without limitation, any proposal for the Company to obtain Stockholder Approval (as defined in the Purchase Agreement) waiving the Exchange Cap (as defined in the Purchase Agreement) or seeking an increase in the authorized number of shares of Common Stock to permit the Company to issue shares of Common Stock to the Purchasers as contemplated by the Purchase Agreement), and (ii) against approval of any proposal made in opposition to the transactions contemplated by the Purchase Agreement. Each Key Holder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in this Section 2(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally.
(b) In the event that a meeting of the stockholders of the Company called with respect to any of the followingis held, 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, the Stockholder each Key Holder shall, or shall cause the holder of record on any applicable record date to, to the extent not voted by the person(s) appointed under the Proxy, vote the Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company:
(a) in favor of (i) adoption of the Merger Agreement, (ii) each of the actions contemplated by the Merger Agreement, and (ii) any proposal or action that could reasonably be expected to facilitate the Merger and the other transactions contemplated by the Merger Agreement;
(b) against any proposal or action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement; and
(c) against any Acquisition Proposal. Until the Expiration Date, in the event that any meeting of the stockholders of the Company is held with respect to any of the foregoing (and at every adjournment or postponement thereof), the Stockholder shall, or shall cause the holder of record of Shares on any applicable record date to, appear at such meeting or otherwise cause his, her or its such Key Holder’s Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company to be counted as present thereat for purposes of establishing a quorum.
(c) Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict each Key Holder from acting its capacity as a director or officer of the Company, to the extent applicable, it being understood that this Agreement shall apply to such Key Holder in its capacity as a stockholder of the Company.
Appears in 1 contract
Agreement to Vote Shares. Until Each Stockholder agrees that, prior to the Expiration DateDate (as defined in Section 2 below), at every any meeting of the stockholders of the Company called with respect to Frequency or any of the following, and at every adjournment or postponement thereof, and on every action or approval by in connection with any written consent of stockholders of the Company with respect to any of the following, the Stockholder shall, or shall cause the holder of record on any applicable record date to, to the extent not voted by the person(s) appointed under the Proxy, vote the Shares that are eligible to be voted at any general or special meeting of the stockholders of Frequency, with respect to the CompanyMerger, the Merger Agreement or any Acquisition Proposal, such Stockholder shall:
(a) appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum;
(b) from and after the date hereof until the Expiration Date, vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering all of the Shares and any New Shares that Stockholder shall be entitled to so vote: (i) in favor of (iA) adoption all of the Merger Agreement, (ii) each of the actions contemplated by the Merger Agreement, Frequency Stockholder Matters and (iiB) any proposal or action matter that could reasonably be expected to facilitate the Merger Merger, the Concurrent Financing and the other transactions contemplated by the Merger Agreement;
Contemplated Transactions; (bii) against any proposal Acquisition Proposal, or action any agreement, transaction or other matter that is intendedintended to, or could would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the Merger or any consummation of the Merger, the Concurrent Financing and all of the other transactions contemplated by Contemplated Transactions; and (iii) to approve any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the adoption of the Merger Agreement; and
(c) against any Acquisition Proposal. Until Agreement on the Expiration Date, in the event that any meeting of the stockholders of the Company is held with respect to any of the foregoing (and at every adjournment or postponement thereof), the Stockholder shall, or shall cause the holder of record of Shares date on any applicable record date to, appear at which such meeting is held. Stockholder shall not take or otherwise cause his, her commit or its Shares that are eligible agree to be voted at take any general or special meeting of action inconsistent with the stockholders of the Company to be counted as present thereat for purposes of establishing a quorumforegoing.
Appears in 1 contract
Agreement to Vote Shares. Until the Expiration Date, at (a) At every meeting of the stockholders of the Company called with respect to any of the followingCompany, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the followingCompany, the each Stockholder shall(in such Stockholder’s capacity as such) agrees to, unconditionally and irrevocably, or shall to cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder, and, in each case, entitled to vote or act by written consent, to the extent not voted by the person(s) appointed under the Proxy, vote the Shares that are eligible to be voted at any general or special meeting of the stockholders of the CompanyProxy Statement:
(ai) in favor of the approval of the Merger Agreement and the Merger;
(iii) adoption in favor of the approval of any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the approval of the Merger Agreement on the date on which such meeting is held;
(iii) against approval of any proposal, transaction, agreement or action, without regard to the terms of such proposal, transaction, agreement or action, made in opposition to, in competition with, or inconsistent with the Merger Agreement, the Merger or the Transactions, in each case, unless otherwise consented to in writing by the Company or following a Change of Company Recommendation; and
(iiiv) each in favor of any other matter or action necessary or appropriate to or in furtherance of the actions contemplated by consummation Merger Agreement or the Merger Agreement, and (ii) any proposal or action that could reasonably be expected to facilitate the Merger and the other transactions contemplated by the Merger Agreement;Transactions.
(b) against any proposal or action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement; and
(c) against any Acquisition Proposal. Until the Expiration Date, in In the event that any a meeting of the stockholders of the Company is held with respect to any of the foregoing (and at every adjournment or postponement thereof)held, the Stockholder (i) shall, or shall cause the holder of record of the Shares on any applicable record date to, appear be present in person or by proxy at such meeting or otherwise cause his, her or its the Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company to be counted as present thereat for purposes of establishing a quorumquorum and (ii) shall cast, or cause to be cast, a vote with respect to its Shares in accordance with such procedures relating thereto so as to ensure that such vote is duly counted.
Appears in 1 contract
Samples: Voting Agreement (Cubic Corp /De/)
Agreement to Vote Shares. Until Stockholder agrees that, prior to the Expiration DateDate (as defined in Section 2), 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, the Stockholder shall, or shall cause the holder of record on any applicable record date to, to the extent not voted by the person(s) appointed under the Proxy, vote the Shares that are eligible to be voted at any general or special meeting of the stockholders of Chart, or in connection with any written consent of the Companystockholders of Chart, with respect to the Merger, the Agreement and Plan of Merger or any Acquisition Proposal or any Unsanctioned Agreement (as such term is defined in Section 1(b)) or any adjournment thereof, Stockholder shall:
(a) in favor Appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of (i) adoption of the Merger Agreement, (ii) each of the actions contemplated by the Merger Agreement, and (ii) any proposal or action that could reasonably be expected to facilitate the Merger and the other transactions contemplated by the Merger Agreement;calculating a quorum; and
(b) From and after the date hereof until the Expiration Date, vote (or cause to be voted) or deliver a written consent (or cause a written consent to be delivered) covering all of the Shares that such Stockholder shall be entitled to so vote, whether such Shares are beneficially owned by such Stockholder on the date of this Agreement or are subsequently acquired, (i) in favor of adoption and approval of the Agreement and Plan of Merger and the transactions contemplated thereby, including the Merger; (ii) against any proposal action or action agreement that would result in a breach in any material respect of any covenant, representation, or warranty or any other obligation or agreement of Chart contained in the Agreement and Plan of Merger or of Stockholder contained in this Agreement; and (iii) against any Acquisition Proposal or any agreement or transaction that is intended, or could reasonably be expected toexpected, to materially impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any of the other transactions contemplated by the Agreement and Plan of Merger Agreement; and
(c) against any Acquisition Proposal. Until the Expiration Date, in the event that any meeting of the stockholders of the Company is held with respect to any of the foregoing (and at every adjournment or postponement thereof"UNSANCTIONED AGREEMENT"), the Stockholder shall, or shall cause the holder of record of Shares on any applicable record date to, appear at such meeting or otherwise cause his, her or its Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company to be counted as present thereat for purposes of establishing a quorum.
Appears in 1 contract
Samples: Voting Agreement (Benjamin Franklin Bancorp, M.H.C.)
Agreement to Vote Shares. Until Shareholder hereby covenants and agrees that, during the Expiration Date, at every meeting of stockholders of period commencing on the Company called with respect date hereof and continuing until the first 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, the Stockholder shall, or shall cause the holder of record on any applicable record date to, to the extent not voted by the person(s) appointed under the Proxy, vote the Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company:
(a) in favor occur of (i) adoption such date and time as the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement, Agreement (iithe “Effective Time”) each of the actions contemplated by the Merger Agreement, and (ii) termination of this Agreement in accordance with its terms, at any proposal meeting (whether annual or action that could reasonably be expected to facilitate special and whether or not an adjourned or postponed meeting) of the Merger and the other transactions contemplated by the Merger Agreement;
(b) against any proposal or action that is intendedshareholders of Company, however called, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or in connection with any written consent of the other transactions contemplated by the Merger Agreement; and
(c) against any Acquisition Proposal. Until the Expiration Dateshareholders of Company, in the event that any meeting of the stockholders of the Company is held with respect to any of the foregoing (and at every adjournment or postponement thereof), the Stockholder shall, or shall cause the holder of record of Shares on any applicable record date to, Shareholder will appear at such the meeting or otherwise cause his, her or its the Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company to be counted as present thereat for purposes of establishing a quorumquorum and vote or consent (or cause to be voted or consented) the Shares such shares as represent 45% of all issued and outstanding shares of Company Common Stock as of the Record Date:
(1) in favor of the approval and adoption of the Merger Agreement and the approval of the Merger and the other actions contemplated by the Merger Agreement and any actions required in furtherance thereof;
(2) against approval of any proposal made in opposition to or in competition with the consummation of the Merger, including, without limitation, any Acquisition Proposal or Superior Offer (each as defined in the Merger Agreement) or any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Company under the Merger Agreement or of the Shareholder under this Agreement. Shareholder further agrees not to enter into any agreement or understanding with any person the effect of which would be inconsistent with or violative of any provision contained in this Section 1.2.
Appears in 1 contract
Samples: Voting Agreement (Interwoven Inc)
Agreement to Vote Shares. Until (a) In any annual, special, or adjourned meeting of the Expiration Datestockholders of the Company, and in every written consent in lieu of any such meeting, at every which the transactions contemplated by the Purchase Agreement are presented to the Company’s stockholders for approval, each Key Holder agrees that it shall vote, by proxy or otherwise, the Shares (i) in favor of the transactions contemplated by the Purchase Agreement and any matter that would reasonably be expected to facilitate such transactions (including, without limitation, any proposal for the Company to obtain Stockholder Approval (as defined in the Purchase Agreement) waiving the Exchange Cap (as defined in the Purchase Agreement) or seeking an increase in the authorized number of shares of Common Stock to permit the Company to issue shares of Common Stock to the Purchasers as contemplated by the Purchase Agreement), and (ii) against approval of any proposal made in opposition to the transactions contemplated by the Purchase Agreement. Each Key Holder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in this Section 2(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally.
(b) In the event that a meeting of the stockholders of the Company called with respect to any of the followingis held, 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, the Stockholder each Key Holder shall, or shall cause the holder of record on any applicable record date to, to the extent not voted by the person(s) appointed under the Proxy, vote the Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company:
(a) in favor of (i) adoption of the Merger Agreement, (ii) each of the actions contemplated by the Merger Agreement, and (ii) any proposal or action that could reasonably be expected to facilitate the Merger and the other transactions contemplated by the Merger Agreement;
(b) against any proposal or action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement; and
(c) against any Acquisition Proposal. Until the Expiration Date, in the event that any meeting of the stockholders of the Company is held with respect to any of the foregoing (and at every adjournment or postponement thereof), the Stockholder shall, or shall cause the holder of record of Shares on any applicable record date to, appear at such meeting or otherwise cause his, her or its such Key Holder’s Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company to be counted as present thereat for purposes of establishing a quorum.
(c) Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict each Key Holder from acting its capacity as a director or officer of the Company, to the extent applicable, it being understood that this Agreement shall apply to such Key Holder in its capacity as a stockholder of the Company.
Appears in 1 contract
Agreement to Vote Shares. Until (a) Prior to the Expiration Date, at every meeting of the stockholders of the Company called with respect to any of the followingLTX called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of LTX, Stockholder (in Stockholder’s capacity as such) shall appear at the Company with respect to any meeting or otherwise cause the Shares outstanding as of the following, the Stockholder shall, or shall cause the holder of record on any applicable record date toto be present thereat for purposes of establishing a quorum and, to the extent not voted by the person(s) persons appointed under the Proxyas proxies pursuant to this Agreement, vote the Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company:
(ai) in favor of (i) adoption approval of the Merger Agreement, Charter Amendment and the Share Issuance (ii) each of the actions contemplated by as defined in the Merger Agreement, and (ii) any proposal or action that could reasonably be expected to facilitate together with the Merger and the other transactions contemplated by the Merger Agreement;
, the “Proposed Transaction”), (bii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any proposal (A) Acquisition Proposal (other than the Proposed Transaction) or (B) other action that is intended, or could reasonably be expected toexpected, impedeto result in a breach of any covenant, interfere with, delay, postpone, discourage representation or adversely affect warranty or any other obligation or agreement of LTX under the Merger Agreement or any of Stockholder under this Agreement (each of the other transactions contemplated by the Merger Agreement; andmatters described in either of (ii) and (iii), an “Alternative Transaction”).
(cb) against any Acquisition Proposal. Until If Stockholder is the Expiration Datebeneficial owner, in but not the event that any meeting record holder, of the stockholders Shares, Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Company is held Shares in accordance with respect to any of the foregoing (and at every adjournment or postponement thereofSection 3(a), the Stockholder shall, or shall cause the holder of record of Shares on any applicable record date to, appear at such meeting or otherwise cause his, her or its Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company to be counted as present thereat for purposes of establishing a quorum.
Appears in 1 contract
Agreement to Vote Shares. Until Stockholder hereby covenants and agrees that, during the Expiration Dateperiod commencing on the date hereof and continuing until the first to occur of (i) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Plan (the "EFFECTIVE TIME") and (ii) termination of this Agreement in accordance with its terms, at every any 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, the Stockholder shall, or shall cause the holder of record on any applicable record date to, to the extent not voted by the person(s) appointed under the Proxy, vote the Shares that are eligible to be voted at any general (whether annual or special meeting and whether or not an adjourned or postponed meeting) of the stockholders of the Company:
(a) in favor of (i) adoption of the Merger AgreementHealthvision, (ii) each of the actions contemplated by the Merger Agreement, and (ii) any proposal or action that could reasonably be expected to facilitate the Merger and the other transactions contemplated by the Merger Agreement;
(b) against any proposal or action that is intendedhowever called, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or in connection with any of the other transactions contemplated by the Merger Agreement; and
(c) against any Acquisition Proposal. Until the Expiration Date, in the event that any meeting written consent of the stockholders of the Company is held with respect to any of the foregoing (and at every adjournment or postponement thereof)Healthvision, the Stockholder shall, or shall cause the holder of record of Shares on any applicable record date to, will appear at such the meeting or otherwise cause his, her or its the Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company to be counted as present thereat for purposes of establishing a quorumquorum and vote or consent (or cause to be voted or consented) the Shares:
(1) in favor of the approval and adoption of the Plan in the form entered into on the date hereof and the agreement of merger to be filed with the Delaware Secretary of State (the "AGREEMENT OF MERGER") a form of which is attached as an exhibit to the Plan, and the approval of the Merger and the other actions contemplated by the Plan and the Agreement of Merger and any actions required in furtherance thereof;
(2) against approval of any proposal made in opposition to or in competition with the consummation of the Merger, including, without limitation, any Acquisition Proposal or any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Healthvision under the Plan or the Agreement of Merger, or of Stockholder under this Agreement.
Appears in 1 contract
Samples: Voting Agreement (Eclipsys Corp)
Agreement to Vote Shares. Until the Expiration Date, 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, the The Stockholder shall, or shall cause the holder of record on any applicable record date to, to the extent not voted by the person(s) appointed under the Proxy, vote the Shares agrees that are eligible to be voted at any general or special meeting of the stockholders of the Company or any adjournment thereof, or in connection with any written consent of the stockholders of the Company:
, with respect to the Asset Sale, the Purchase Agreement or any Acquisition Proposal, the Stockholder shall: appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; vote (aor cause to be voted), or deliver a written consent (or cause a consent to be delivered) covering all of the Shares that such Stockholder shall be entitled to so vote, whether such Shares are beneficially owned by such Stockholder on the date of this Agreement or are subsequently acquired, (i) in favor of (i) adoption and approval of the Merger Purchase Agreement, (ii) each of the actions contemplated by the Merger Agreement, Asset Sale and (ii) any proposal or action that could reasonably be expected to facilitate the Merger and the all other transactions contemplated by the Merger Agreement;
Purchase Agreement as to which stockholders of the Company are called upon to vote or consent; (bii) against any proposal action or action agreement that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty of the Stockholder contained in this Agreement; and (iii) against any Acquisition Proposal, or any agreement or transaction that is intendedintended to, or could reasonably be expected to, materially impede, interfere with, delay, postpone, discourage or materially and adversely affect the Merger or any consummation of the other transactions contemplated by Asset Sale; and not vote or execute any written consent to rescind or amend in any manner any prior vote or written consent approving or adopting the Merger Agreement; and
(c) against any Acquisition Proposal. Until Purchase Agreement and/or the Expiration Date, in the event that any meeting of the stockholders of the Company is held with respect to any of the foregoing (and at every adjournment or postponement thereof), the Stockholder shall, or shall cause the holder of record of Shares on any applicable record date to, appear at such meeting or otherwise cause his, her or its Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company to be counted as present thereat for purposes of establishing a quorumAsset Sale.
Appears in 1 contract
Samples: Voting Agreement (Axeda Systems Inc)
Agreement to Vote Shares. Until Stockholder agrees that, prior to the Expiration DateDate (as defined in Section 2 below), at every any meeting of the stockholders of the Company called with respect to Buyer or 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 followingBuyer Stockholder Matters, the Stockholder shall, or shall cause the holder of record on any applicable record date to, to the extent not voted by the person(s) appointed under the Proxy, vote the Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company:
(a) in favor of (i) adoption of the Merger Agreement, (ii) each of the actions contemplated by the Merger Agreement, and (ii) any proposal or action that could reasonably be expected to facilitate the Merger and the other transactions contemplated by the Merger Agreement;
(b) against any proposal or action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement; and
(c) against any Acquisition Proposal. Until the Expiration Date, in the event that any meeting of the stockholders of the Company is held with respect to any of the foregoing (and at every adjournment or postponement thereof), the Stockholder shall, or shall cause the holder of record of Shares on any applicable record date to, appear at such meeting (in person or by proxy) or otherwise cause his, her or its the Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company and New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of establishing calculating a quorum;
(b) from and after the date hereof until the Expiration Date, vote (or cause to be voted) all of the Shares and any New Shares that Stockholder shall be entitled to so vote (the “Covered Shares”): (i) in favor of (A) the Buyer Stockholder Matters, and (B) against any proposals, or any agreement, transaction or other matter that is intended to, or would reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the approval of the Buyer Stockholder Matters; and (ii) to approve any proposal to adjourn or postpone the applicable meeting to a later date, if there are not sufficient votes for the approval of the Buyer Stockholder Matters on the date on which such meeting is held. Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing.
Appears in 1 contract
Samples: Support Agreement (Galecto, Inc.)
Agreement to Vote Shares. Until the Expiration Date, at every At any meeting of the stockholders of the Company called with respect to any consider and vote upon the adoption of the followingMerger Agreement (and at any and all postponements and adjournments thereof), and at every adjournment or postponement thereof, and on every in connection with any action or approval to be taken in respect of the adoption of the Merger Agreement by written consent of stockholders of the Company with respect to any of the followingCompany, the each Stockholder shall, shall vote or shall cause the holder of record on any applicable record date to, to the extent not voted by the person(s) appointed under the Proxy, vote the Shares that are eligible to be voted (including by written consent, if applicable) all of such Stockholder's Subject Shares in favor of the adoption of the Merger Agreement and in favor of any other matter necessary for the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon at any general such meeting or special made the subject of any such written consent, as applicable. At any meeting of the stockholders of the Company called to consider and vote upon any Adverse Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Adverse Proposal by written consent of stockholders of the Company:
, each Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of such Stockholder's Subject Shares against such Adverse Proposal. For purposes of this Agreement, the term "ADVERSE PROPOSAL" means any (a) Alternative Transaction, (b) proposal or action that would reasonably be expected to result in favor a breach of (i) adoption any covenant, representation or warranty of the Company set forth in the Merger Agreement, or (iic) each of the actions contemplated by the Merger Agreement, and (ii) any proposal or action that could reasonably be expected to facilitate the Merger and the other transactions contemplated by the Merger Agreement;
(b) against any proposal or action that is intended, intended or could would reasonably be expected to, to impede, interfere with, delay, postpone, discourage delay or materially and adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement; and
(c) against any Acquisition Proposal. Until the Expiration Date, in the event that any meeting of the stockholders of the Company is held with respect to any of the foregoing (and at every adjournment or postponement thereof), the Stockholder shall, or shall cause the holder of record of Shares on any applicable record date to, appear at such meeting or otherwise cause his, her or its Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company to be counted as present thereat for purposes of establishing a quorum.
Appears in 1 contract
Samples: Stockholders Agreement (Premisys Communications Inc)
Agreement to Vote Shares. Until the Expiration Date, 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, the Stockholder shall, or shall cause the holder of record on any applicable record date to, to the extent not voted by the person(s) appointed under the Proxy, vote the Shares that are eligible to be voted voted, or deliver a written consent in respect of such Shares, at any general or special meeting of the stockholders of the Company:
(a) in favor of (i) adoption of the Merger AgreementAgreement and approval of the Merger, and (ii) each of the actions contemplated by the Merger Agreement, and in each case no later than twenty (20) Business Days following the first to occur of (i) the filing of the Proxy Statement with the SEC or (ii) any proposal or action that could reasonably be expected to facilitate the Merger filing of the Form 8-K with this Agreement attached as an exhibit thereto with the SEC, and in accordance with applicable Law and the other transactions contemplated by the Merger Agreement;Company Organizational Documents; and
(b) against any proposal or action that Acquisition Proposal, other than in favor of a Superior Proposal prior to the time the Company Stockholder Approval is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any obtained pursuant to Section 6.3 of the other transactions contemplated by the Merger Agreement; and
(c) against any Acquisition Proposal. Until the Expiration Date, in the event that any meeting of the stockholders of the Company is held with respect to any of the foregoing matters set forth in clauses (a) or (b) of this Section 3 (and at every adjournment or postponement thereof), the Stockholder shall, or shall cause the holder of record of Shares on any applicable record date to, appear at such meeting or otherwise cause his, her or its Shares that are eligible to be voted at any general or special meeting of the stockholders of the Company to be counted as present thereat for purposes of establishing a quorum.
Appears in 1 contract
Agreement to Vote Shares. Until Each Stockholder hereby agrees that, at all times during the period commencing with the execution and delivery of the Merger Agreement and continuing until the Expiration Date, 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 followingTime, the Stockholder shallshall (a) when a Company Stockholders’ meeting is held, appear at such Company Stockholders’ meeting (in person or shall by proxy) or otherwise cause the holder of record on any applicable record date to, to the extent not voted by the person(s) appointed under the Proxy, vote the all Shares that are eligible to be voted at any general counted as present thereat for the purpose of establishing a quorum and (b) vote (or special meeting of the stockholders of the Company:
cause to be voted) all Shares (ai) in favor of any proposal (ithe “Proposal”) adoption of to approve the Merger Agreement, (ii) each of and any related matter in accordance with the actions contemplated by terms and conditions set forth in the Merger Agreement, Agreement and (ii) against any proposal other action or action matter that could (1) would reasonably be expected to facilitate the Merger and the other transactions contemplated by the Merger Agreement;
(b) against any proposal or action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the timely consummation of the Merger or any of the other transactions contemplated by the Merger Agreement or (2) would reasonably expected to result in a material breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement; and
(c) against any Acquisition Proposal. Until the Expiration Date, in the event that any case of (i) and (ii) at every meeting of the stockholders of the Company is held called (or any action by written consent taken in lieu of such a meeting) with respect to any of the foregoing Proposal (and at every postponement or adjournment or postponement thereof). Prior to the Expiration Time, each Stockholder shall not enter into any agreement or understanding with any person to vote or give instructions in any manner inconsistent with the Stockholder shall, or terms of this Agreement. The provisions of this Section 3 shall cause apply to all Shares owned as of the holder of record of Shares on any applicable record date tofor the vote on the Proposal (the “Record Date”), appear at regardless of whether a Transfer of some or all of such meeting or otherwise cause his, her or its Shares that are eligible to be voted at any general or special meeting of occurs after the stockholders of the Company to be counted as present thereat for purposes of establishing a quorumRecord Date.
Appears in 1 contract
Samples: Voting Agreement (Jagged Peak, Inc.)
