No Stockholder Meetings. (a) Until the termination of this Agreement, the Company Stockholder agrees that it shall not seek to call a special meeting of the stockholders of the Company. (a) Without in any way limiting the Company Stockholder’s right to vote the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval, unless and until this Agreement terminates pursuant to Section 5.1, the Company Stockholder hereby agrees to vote all Subject Shares beneficially owned or controlled by the Company Stockholder, in connection with any meeting of the stockholders of the Company or any action by written consent in lieu of a meeting of the stockholders of the Company, against any action or agreement which would in any material respect reasonably be expected to impede, delay, interfere with or prevent the Offer or the Merger, including, but not limited to, any other extraordinary corporate transaction, including, a merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend or liquidation involving the Company and a third party, or any other proposal of a third party to acquire the Company or all or substantially all of the assets thereof.
Appears in 9 contracts
Samples: Support Agreement (Steinhoff International Holdings N.V.), Support Agreement (Steinhoff International Holdings N.V.), Support Agreement (Steinhoff International Holdings N.V.)
No Stockholder Meetings. (a) Until the termination of this Agreement, the Company Stockholder agrees that it he shall not seek to call a special meeting of the stockholders of the Company.
(a) Without in any way limiting the Company Stockholder’s right to vote the Subject Shares in its his sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval, unless and until this Agreement terminates pursuant to Section 5.1, the Company Stockholder hereby agrees to vote all Subject Shares beneficially owned or controlled by the Company Stockholder, in connection with any meeting of the stockholders of the Company or any action by written consent in lieu of a meeting of the stockholders of the Company, against any action or agreement which would in any material respect reasonably be expected to impede, delay, interfere with or prevent the Offer or the Merger, including, but not limited to, any other extraordinary corporate transaction, including, a merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend or liquidation involving the Company and a third party, or any other proposal of a third party to acquire the Company or all or substantially all of the assets thereof.
Appears in 2 contracts
Samples: Support Agreement (Steinhoff International Holdings N.V.), Support Agreement (Mattress Firm Holding Corp.)