Descriptive Heading. The descriptive headings of this Agreement are for convenience of reference only, are not to be considered a part hereof and shall not be construed to define or limit any of the terms or provisions hereof.
Descriptive Heading. Descriptive headings of the several Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.
Descriptive Heading. The descriptive headings of the several sections and paragraphs of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.
Descriptive Heading. The descriptive headings used herein are for convenience only and they are not intended to indicate all of the matters in the sections which follow them. Accordingly, they shall have no effect whatsoever in determining the rights or obligations of the parties.
Descriptive Heading. The descriptive headings used herein are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. The parties have caused this Agreement to be duly executed on the date first above written. ACQUIRER: XXXXXXX NAVIGATION LIMITED By: Name: Xxxxx Xxxxxx Title: Vice President Address for notices: MERGER SUB: ROADRUNNER ACQUISITION CORP. By: Name: Xxxxx Xxxxxx Title: Vice President Address for notices: 000 Xxxxxxx Xxxxx Sunnyvale, California 94085 [SIGNATURE PAGE TO VOTING AGREEMENT] STOCKHOLDER: By: Name: Title: Address for notices: Company Common Stock Additional Securities Held of Record Options and Other Rights Beneficially Owned EXHIBIT A IRREVOCABLE PROXY IRREVOCABLE PROXY The undersigned stockholder (the “Stockholder”) of @Road, Inc., a Delaware corporation (the “Company”), hereby irrevocably appoints each of Xxxx Xxxxxxxxxx and Xxxxx Xxxxxx, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights expressly provided herein (to the full extent that the undersigned is entitled to do so) with respect to (i) the outstanding capital stock of the Company owned of record by the Stockholder as of the date of this Proxy, which shares are specified on the final page of this Proxy, and (ii) any and all other capital stock of the Company which the Stockholder may acquire on or after the date hereof. The capital stock of the Company referred to in clauses “(i)” and “(ii)” of the immediately preceding sentence are collectively referred to as the “Shares”. Upon the undersigned’s execution of this Proxy, any and all prior proxies given by the undersigned with respect to any of the Shares relating to the subject matter hereof are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares.
Descriptive Heading. The descriptive headings of the several paragraphs of this Warrant are inserted for convenience only and do not constitute a part of this Warrant.
Descriptive Heading. Descriptive headings appear herein for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.
Descriptive Heading. The descriptive headings of the several sections and paragraphs of this Agreement are inserted for reference only and shall not limit or otherwise affect the meaning hereof.
Descriptive Heading. The descriptive headings used herein are for reference purposes only and will not affect in any way the meaning or interpretation of this Voting Agreement.
Descriptive Heading. The descriptive headings used herein are for ------------------- reference purposes only and will not affect in any way the meaning or interpretation of this Agreement.
