Other Votes Sample Clauses

Other Votes. Unless Parent consents or requests otherwise, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of shareholders of the Company, however called, or in connection with any written consent of the holders of Company Shares, or in any other circumstances in which a vote, consent or approval of any of the shareholders of the Company is sought, Shareholder hereby agrees that he shall vote (or cause to be voted) or consent (or cause to be consented) the Committed Shares against (a) any merger agreement, merger, consolidation, combination, sale or issuance of securities, sale or other disposition of substantial assets, spin-off, reorganization, recapitalization, dissolution, liquidation or winding up of, by or involving the Company or any of its subsidiaries (other than the Merger Agreement and the Merger), (b) any Acquisition Proposal and (c) any amendment or modification of the Articles of Incorporation or Bylaws of the Company or of any of its subsidiaries or other proposal or transaction involving the Company or any of its subsidiaries which is reasonably likely to, in any manner, directly or indirectly, materially impair the ability of Parent, Merger Sub or the Company to consummate, or to prevent or materially delay the consummation of, the Offer, the Merger or the other transactions contemplated by the Merger Agreement (collectively, the "Negative Voting Matters"). Shareholder further agrees not to commit or agree to take any action inconsistent with any of the foregoing.
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Other Votes. The parties will consult with each other with regard to all matters submitted to a vote of the shareholders of eMerge, and will attempt in good faith to agree on a course of action which is in the best interests of both SSI and ICG, it being acknowledged that this is an obligation to meet and discuss such matters, but not an obligation to act other than in each entity's best interest.
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Other Votes. Notwithstanding anything in this Article I to the contrary, the Stockholder shall remain free to vote the Stockholder Securities with respect to any matter not covered by Section 1.01 or the A&R Investor Rights Agreement in any manner the Stockholder deems appropriate, subject to the A&R Investor Rights Agreement and the Company’s certificate of incorporation and bylaws.
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Other Votes. The Key Holder also hereby agrees to vote all Key Holder Shares to approve the transaction contemplated by the Series C Preferred Stock Purchase Agreement, by NASDAQ, or by applicable law.
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Other Votes. Notwithstanding anything in this Article I to the contrary, each Stockholder shall remain free to vote the Stockholder Securities with respect to any matter not covered by Section 1.01, in any manner the Stockholder deems appropriate, subject to the Second Amended and Restated Investor Rights Agreement, dated as of August 30, 2019, by and among the Company, MIII, IEA LLC, Selling Stockholders party thereto and OPPF, as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof (the “A&R Investor Rights Agreement”) and the Company’s certificate of incorporation and bylaws.
Sample 1
Other Votes. Unless Parent consents or requests otherwise, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company, however called, or in connection with any written consent of the holders of Common Shares, or in any other circumstances upon which a vote, consent or approval of any of the stockholders of the Company are sought, each Stockholder hereby agrees, severally and not jointly, that it shall vote (or cause to be voted) such Stockholder's Shares and Beneficially Owned Shares against (i) any merger agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of, by or involving the Company or any of its subsidiaries (other than the Merger Agreement and the Merger), (ii) any Acquisition Transaction, and (iii) any amendment or modification of the certificate of incorporation or bylaws of the Company or of any of its subsidiaries or other proposal or transaction involving the Company or any of its subsidiaries which is reasonably likely to, in any manner, directly or indirectly, (1) prevent, impede, impair, frustrate or nullify the Offer, the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement, or (2) change the voting rights of any class of capital stock or other securities of the Company (collectively, the "Negative Voting Matters"). Each Stockholder further agrees not to commit or agree to take any action inconsistent with any of the foregoing.
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Related to Other Votes

  • Shareholder Vote The issuance of shares of Common Stock with respect to the applicable Closing, if any, shall not violate the shareholder approval requirements of the Principal Market.

  • Stockholder Vote In connection with any vote of the holders of the Company’s common stock issued in the Initial Public Offering (such stockholders, the “Public Stockholders”) regarding a Business Combination, the Company shall provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and tabulating stockholder votes verifying the vote of the Public Stockholders regarding such Business Combination.

  • Parent Vote Immediately following the execution and delivery of this Agreement, Parent, in its capacity as the sole stockholder of Merger Sub, will execute and deliver to Merger Sub and the Company a written consent approving the Merger in accordance with the DGCL.

  • Required Vote The affirmative vote of the holders of shares representing a majority of the voting power of the outstanding shares of the Company Common Stock is the only vote required, if any, of the holders of any class or series of capital stock or other Equity Interests of the Company to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger (the “Company Stockholder Approval”).

  • Quorum; Voting A majority of the members of any Committee of the Trustees shall constitute a quorum for the transaction of business, and any action of such a Committee may be taken at a meeting by a vote of a majority of the members present (a quorum being present).

  • Votes Every Voter shall have: (a) on a show of hands, one vote; and (b) on a poll, the number of votes obtained by dividing the aggregate principal amount of the outstanding Note(s) represented or held by him by the unit of currency in which the Notes are denominated. In the case of a voting tie the Chairman shall have a casting vote. Unless the terms of any Block Voting Instruction state otherwise, a Voter shall not be obliged to exercise all the votes to which he is entitled or to cast all the votes which he exercises in the same way.

  • Action by Vote When a quorum is present at any meeting, a majority of Trustees present may take any action, except when a larger vote is expressly required by law, by the Declaration of Trust or by these By-Laws. Subject to applicable law, the Trustees by majority vote may delegate to any one of their number their authority to approve particular matters or take particular actions on behalf of the Trust.

  • Quorum; Required Vote At any meeting of the Members, the holders of a majority of the Voting Shares entitled to vote represented in person or by proxy shall constitute a quorum unless any such action by the Members requires approval by holders of a greater percentage of Voting Shares entitled to vote, in which case the quorum shall be such greater percentage. The submission of matters to Members for approval shall occur only at a meeting of the Members duly called and held in accordance with this Agreement at which a quorum is present; provided, however, that the Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Shares entitled to vote specified in this Agreement. Any meeting of Members may be adjourned from time to time by the chairman of the meeting to another place or time, without regard to the presence of a quorum.

  • Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • TIME OFF FOR VOTING If an employee does not have sufficient time to vote outside of working hours, the employee may request so much time off as will allow time to vote, in accordance with the State Election Code.

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