Agreements to Vote Sample Clauses

Agreements to Vote. (a) Until the termination of this Agreement pursuant to Section 5.1 hereof, each of the Stockholders hereby irrevocably and unconditionally agrees that at any meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, the Stockholders shall, in each case, to the fullest extent that such matters are submitted for the vote or written consent of the Stockholders and that the Covered Shares are entitled to vote thereon or consent thereto:
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Agreements to Vote. Within ten (10) business days of the execution of this Agreement, HTD shall have received from (i) stockholders having the aggregate power to vote fifty-percent (50%) of the issued and outstanding shares of EPi Common Stock, and (ii) stockholders having the aggregate power to vote fifty-percent (50%) of the issued and outstanding shares of EPi Preferred Stock, an agreement, substantially in the form attached hereto as Exhibit C, to vote all shares of EPi Common Stock and EPi Preferred Stock owned by them or over which they have the power to vote in favor of the adoption of the Merger Agreement and to vote all shares of EPi owned by them or over which they have power to vote in favor of the election of individuals nominated by HTD's Board of Directors to serve on the Board of Directors of EPi. Likewise, within ten (10) business days of the execution of this Agreement, EPi shall have received from stockholders having the aggregate power to vote sixty-six and two-thirds percent (662/3%) of the issued and outstanding shares of HTD Common Stock an agreement, substantially in the form attached hereto as Exhibit C, to vote all shares of HTD Common Stock owned by them or over which they have the power to vote in favor of the adoption of the Merger Agreement and to vote all of the shares of EPi owned by them or over which they have power to vote in favor of the election of individuals nominated by EPi's Board of Directors to serve on the Board of Directors of EPi. ARTICLE VII
Sample 1
Agreements to Vote. 32 ARTICLE VII......................................................................................................33
Sample 1
Agreements to Vote. Each Stockholder hereby irrevocably and unconditionally agrees that, from the date hereof until the earlier of (i) the time that the Parent Stockholder Approval has been obtained and (ii) termination of this Agreement in accordance with Section 5.1 hereof (the “Voting Period”), at any meeting of the stockholders of Parent at which the approval of the Merger Agreement, the First Lynx Merger and any other transaction or other matter contemplated by the Merger Agreement (collectively, “Parent Voting Matters”) is to be voted upon, however called, or any adjournment or postponement thereof, such Stockholder shall be present (in person or by proxy) and vote (or cause to be voted), to the extent entitled to vote thereon, all of such Stockholder’s Owned Shares at such time, together with, in the case of Xx. Xxxxxx and Xxx. Xxxxxx, any shares of Series A Parent Common Stock owned of record (which, for this purpose, shall include shares held through such Person’s brokerage account(s)) by such Person as of the record date for such meeting of stockholders of Parent (any such shares of Series A Parent Common Stock, the “Record Date A Shares”), (a) in favor of the Parent Voting Matters; provided, however, that, if a Parent Board Recommendation Change occurs, then each Stockholder shall be required to vote (or cause to be voted) such Stockholder’s Owned Shares, and its Record Date A Shares, if any, at such time, in favor of the Parent Voting Matters, except that any voting power represented by the Owned Shares and the Record Date A Shares, in the aggregate, in excess of 30% shall instead be voted in the same proportion (for or against) as the shares actually voted for or against such measures by the stockholders of Parent other than the Stockholders; (b) against any Parent Acquisition Proposal; and (c) against any merger agreement or merger (other than the Merger Agreement and the First Lynx Merger), consolidation, combination, sale of assets, reorganization, recapitalization, dissolution, liquidation or winding up of Parent, and any amendment of Parent’s organizational documents, in each case, that would or would reasonably be expected to materially impair the ability of Parent, Merger Sub or the Company to complete the Mergers, or that would or would reasonably be expected to prevent, materially impede or materially delay the consummation of the Mergers. For the avoidance of doubt, each Stockholder agrees that the obligations of the Stockholders specified in this Secti...
Sample 1
Agreements to Vote. (a) In addition to the undersigned’s obligations under that certain letter agreement, dated as of October 28, 2013 by and among the undersigned, Quartet and EarlyBird Capital, Inc., the undersigned hereby agrees (and agrees to execute such documents or certificates evidencing such agreement as the Company may reasonably request) to vote, at any meeting of the stockholders of Quartet, and in any action by written consent of the stockholders of Quartet, all of its shares of Quartet Common Stock (the “Shares”) (i) in favor of the approval and adoption of the Merger Agreement and approval of the Mergers and all other transactions contemplated by the Merger Agreement and this Agreement, (ii) without limitation of the preceding clause (i), in favor of any proposal to adjourn or postpone any meeting of the stockholders of Quartet at which the matters described in the preceding clause (i) are submitted for the consideration and vote of the stockholders of Quartet to a later date if there are not sufficient votes for approval of such matters on the date on which the meeting is held, (iii) against any action, agreement or transaction (other than the Merger Agreement or the transactions contemplated thereby) or proposal (including any Alternative Transaction Proposal) that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Quartet under the Merger Agreement or that could result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled, and (iv) in favor of any other matter necessary to effect the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon by the stockholders of Quartet.
Sample 1
Agreements to Vote 
Sample 1Sample 2Sample 3See All (4)

Related to Agreements to Vote

  • Agreement to Vote During the period commencing on the date hereof and ending on the earlier to occur of (a) the Effective Time, and (b) such date and time as the Merger Agreement shall be terminated in accordance with Section 9.1 thereof (the “Expiration Time”), each Shareholder, with respect to his, her or its Shares, hereby agrees (and agrees to execute such additional documents or certificates evidencing such agreement as the Company may reasonably request in connection therewith) to (1) appear at any meeting of the shareholders of Parent (a “Parent Shareholders’ Meeting”) in person or proxy or otherwise cause the Shares to be counted as present thereat for the purpose of establishing a quorum, and (2) vote, or cause to be voted or consented at a Parent Shareholders’ Meeting, or in any action by written consent of the shareholders, all of the Shares owned as of the record date for such meeting (a) in favor of the approval and adoption of the Merger Agreement, the transactions contemplated by the Merger Agreement and this Agreement, (b) in favor of any other matter reasonably necessary to the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon by the shareholders of Parent, (c) in favor of the approval of the Parent Proposals (as defined in the Merger Agreement) and (d) against the approval of any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactions) or an Alternative Proposal or against any proposal, action or agreement that would (i) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (ii) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Parent or Merger Sub under the Merger Agreement or (iii) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled. Each Shareholder acknowledges receipt and review of a copy of the Merger Agreement. The obligations of each Shareholder specified in this Section 2 shall apply whether or not the Merger or any action described above is recommended by Parent’s Board of Directors or Parent’s Board of Directors has effected a Modification in Recommendation (as defined in the Merger Agreement). Each Shareholder hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing.

  • Right to Vote As of the date hereof and as of the date of the Titan Stockholders' Meeting (which, for purposes of this Agreement, includes any adjournment or postponement thereof), except for this Agreement or as otherwise permitted by this Agreement, such Shareholder has full legal power, authority and right to vote all of the Shares, to the extent the Shares carry the right to vote thereon and have not been Transferred in accordance herewith, in favor of the approval and authorization of the Merger Agreement, the Merger and the Related Agreements (to the extent TeleCorp is a party thereto) and the other transactions contemplated thereby (collectively, the "Titan Proposals") without the consent or approval of, or any other action on the part of, any other person or entity. Without limiting the generality of the foregoing, such Shareholder has not entered into any voting agreement with any person or entity with respect to any of the Shares, granted any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting its legal power, authority or right to vote the Shares in favor of the Titan Proposals except for this Agreement. From and after the date hereof, except as otherwise permitted by this Agreement or prohibited by order of a court of competent jurisdiction, such Shareholder will not commit any act that could restrict or otherwise affect its legal power, authority and right to vote all of the Shares, to the extent the Shares carry the right to vote thereon and have not been Transferred in accordance herewith, in favor of the Titan Proposals. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, from and after the date hereof, each Shareholder will not enter into any voting agreement with any person or entity with respect to any of the Shares (including without limitation any amendment, modification, waiver or supplement to Section 3.7 or Article 4 of the Stockholders Agreement), grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting such Shareholder's legal power, authority or right to vote the Shares in favor of the approval of the Titan Proposals.

  • Covenant to Vote Each Stockholder shall appear in person or by proxy at any annual or special meeting of the Company’s stockholders for the purpose of establishing a quorum, and shall vote such Stockholder’s Shares upon any matter submitted to the Company’s stockholders in a manner not inconsistent or in conflict with, and to implement, the terms of this Agreement.

  • Agreement to Vote Shares The Stockholder agrees that, from and after the date hereof until the Expiration Date (as defined below), at any meeting of the stockholders of the Buyer (or adjournment or postponement thereof), or in connection with any written consent of the stockholders of the Buyer, with respect to the Merger, the Agreement and Plan of Merger or any Acquisition Proposal, Stockholder shall:

  • Agreement to Vote and Approve From and after the date hereof until the Expiration Time, at every meeting of the stockholders of the Company called with respect to any of the following matters, 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 following matters, each Company Stockholder shall, and shall cause each holder of record of Subject Securities on any applicable record date to (including via proxy), vote the Subject Securities: (a) in favor of (i) the approval of the Merger and adoption of the Merger Agreement, and (ii) any proposal to adjourn or postpone such meeting of stockholders of the Company to a later date if there are not sufficient votes to approve the Merger and adopt the Merger Agreement and (b) against (i) any action or agreement that would result in any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled, (ii) any Company Competing Proposal, (iii) any action which would materially delay, materially postpone or materially adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or dilute, in any material respect, the benefit of the transactions contemplated thereby to Parent or to Parent’s stockholders, and (iv) any action which would result in a breach of any representation, warranty, covenant or agreement of the Company in the Merger Agreement; provided, that in the case of each of clause (a) and (b) above, the Merger Agreement shall not have been amended or modified without the Company Stockholders’ consent (1) to decrease the Merger Consideration, (2) to change the form of Merger Consideration, in each case, payable to the stockholders of the Company pursuant to the Merger Agreement in effect on the date of this Agreement or (3) otherwise affecting the Company Stockholders in a materially adverse manner, provided further, that in the event the Company has effected (and not withdrawn) a Company Change of Recommendation, the Company Stockholders shall be released from their obligations under this Section 3.

  • Persons Entitled to Vote at Meetings To be entitled to vote at any meeting of Holders of Securities of any series, a Person shall be (1) a Holder of one or more Outstanding Securities of such series, or (2) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of such series by such Holder or Holders. The only Persons who shall be entitled to be present or to speak at any meeting of Holders of Securities of any series shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.

  • Right to Vote and Related Matters (a) Only those Record Holders of the Units on the Record Date set pursuant to Section 13.6 (and also subject to the limitations contained in the definition of “Outstanding”) shall be entitled to notice of, and to vote at, a meeting of Limited Partners or to act with respect to matters as to which the holders of the Outstanding Units have the right to vote or to act. All references in this Agreement to votes of, or other acts that may be taken by, the Outstanding Units shall be deemed to be references to the votes or acts of the Record Holders of such Outstanding Units.

  • List of Persons Entitled to Vote ExchangeCo shall, (a) prior to each annual general and special Parent Meeting or the seeking of any Parent Consent and (b) forthwith upon each request made at any time by Trustee in writing, prepare or cause to be prepared a list (a “List”) of the names and addresses of the Beneficiaries arranged in alphabetical order (and, if requested, arranged by jurisdiction of residence) and showing the number of Exchangeable Shares held of record by each such Beneficiary, in each case at the close of business on the date specified by Trustee in such request or, in the case of a List prepared in connection with a Parent Meeting or a Parent Consent, at the close of business on the record date established by Parent or pursuant to applicable law for determining the holders of Parent Common Shares entitled to receive notice of and/or to vote at such Parent Meeting or to give consent in connection with such Parent Consent. Each such List shall be delivered to Trustee promptly after receipt by ExchangeCo of such request or the record date for such meeting or seeking of consent, as the case may be, and in any event within sufficient time to enable Trustee to perform its obligations under this Agreement. Parent agrees to give ExchangeCo notice (with a copy to Trustee) of the calling of any Parent Meeting or the seeking of any Parent Consent, together with the record dates therefor, sufficiently prior to the date of the calling of such meeting or seeking of such consent so as to enable ExchangeCo to perform its obligations under this Section 4.6. Parent, in consultation with Exchangeco and the Trustee, shall maintain the share registry for the Parent Special Voting Shares and undertake all acts and execute all documents that are necessary to adjust the number of Parent Special Voting Shares so that, at all times, the number of Parent Special Voting Shares issued and outstanding is equal to the number of Exchangeable Shares issued and outstanding from time to time.

  • Agreement to Vote Shares; Irrevocable Proxy (a) Stockholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares to vote or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company: (i) in favor of the Series A Amendments and Series B Amendments and the Transaction, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof; (ii) against any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Series A Amendments and Series B Amendments and the Transaction; and (iii) in favor of any other matter necessary for the adoption of the Series A Amendments and Series B Amendments and consummation of the transactions contemplated by the Purchase Agreement (and each other document delivered thereunder), which is considered at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof, and in connection therewith to execute any documents reasonably requested by the Company or Purchaser that are necessary or appropriate in order to effectuate the foregoing.

  • List of Stockholders Entitled to Vote The Corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, that if the record date for determining the stockholders entitled to vote is less than 10 days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the Corporation’s principal executive office. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 2.14 or to vote in person or by proxy at any meeting of stockholders.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!