Common use of Agreement to Vote Subject Shares Clause in Contracts

Agreement to Vote Subject Shares. From the date hereof until this Agreement is terminated pursuant to Section 6.03, at any meeting of the stockholders of the Company called to consider and vote upon the adoption of the Merger Agreement (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of the adoption of the Merger Agreement by written consent of stockholders of the Company, each Stockholder will vote or cause to be voted (including by written consent, if applicable) all of such Stockholder's Subject Shares which it has the right to vote 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 that is considered and voted upon at any such meeting or 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 (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 will vote or cause to be voted (including by written consent, if applicable) all of such Stockholder's Subject Shares which it has the right to vote against the adoption of such Adverse Proposal except to the extent that any Stockholder is appointed to act for management of the Company under proxy of the stockholders at any meeting thereof.

Appears in 3 contracts

Samples: Stockholder Tender Agreement (National Discount Brokers Group Inc), Stockholder Tender Agreement (Deutsche Bank Ag\), Stockholder Tender Agreement (Deutsche Bank Ag\)

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Agreement to Vote Subject Shares. From the date hereof until this Agreement is terminated pursuant to Section 6.03, at any meeting of the stockholders of the Company called to consider and vote upon the adoption of the Merger Agreement (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of the adoption of the Merger Agreement by written consent of stockholders of the Company, each the Stockholder will vote or cause to be voted (including by written consent, if applicable) all of such the Stockholder's Subject Shares which it has the right to vote 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 that is considered and voted upon at any such meeting or 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 (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 the Stockholder will vote or cause to be voted (including by written consent, if applicable) all of such the Stockholder's Subject Shares which it has the right to vote against the adoption of such Adverse Proposal except to the extent that any Stockholder is appointed to act for management of the Company under proxy of the stockholders at any meeting thereof.

Appears in 1 contract

Samples: Stockholder Tender Agreement (Opto Circuits (India) LTD)

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Agreement to Vote Subject Shares. From the date hereof until this through the earlier of: (a) the closing of the transactions contemplated by the Transaction Agreement; (b) the termination of the Transaction Agreement is terminated pursuant in accordance with its terms and (c) such time as the Company Board withholds, withdraws or modifies its recommendation with respect to Section 6.03the Company Voting Proposal, (the periods set forth in such clauses (a), (b) or (c), the “Pre-Closing Period”), at any meeting of the stockholders of the Company called to consider and vote upon the adoption and approval of the Merger and the other transactions contemplated by the Transaction Agreement (and at any and all postponements and adjournments thereof), and in connection with any other action to be taken in respect of the adoption and approval of the Merger Transaction Agreement by written consent of stockholders of the Company, each Stockholder will the Stockholders shall vote or cause to be voted (including by written consent, if applicable) all of such Stockholder's the Subject Shares which it has the right to vote Shares, whether heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Merger Agreement and in favor of any other matter necessary for the consummation of the transactions contemplated by the Merger Transaction Agreement that is (collectively, the “Transaction”), and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. At During the Pre-Closing Period, at any meeting of the stockholders of the Company called to consider and vote upon any Adverse Other 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 will vote or cause to be voted (including by written consent, if applicable) all of such Stockholder's Subject Shares which it has the right to vote against the adoption of such Adverse Proposal except to the extent that any Stockholder is appointed to act for management of the Company under proxy of the stockholders at any meeting thereof.all

Appears in 1 contract

Samples: Stockholder and Voting Agreement (Merit Medical Systems Inc)

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