POST-TERMINATION VOTING AGREEMENT Sample Clauses

POST-TERMINATION VOTING AGREEMENT. If an Identified Termination occurs, then, prior to the Expiration Date, at any meeting of the stockholders of the Company, however called, and in any written action by the consent of the stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall vote the Subject Securities (a) against any Acquisition Proposal and any related transaction or agreement, and (b) against any action which is intended, or could reasonably be expected, to facilitate the consummation of any Acquisition Transaction. Stockholder shall not enter into any Contract with any Person prior to the Expiration Date to vote or give instructions in any manner inconsistent with clause "(a)" or "(b)" of the preceding sentence.
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POST-TERMINATION VOTING AGREEMENT. If an Acquisition Proposal is made and publicly announced at any time prior to the Company Stockholders' Meeting and such Acquisition Proposal is not publicly withdrawn prior to such Company Stockholders' Meeting, and if the Reorganization Agreement and the Merger are not approved at such meeting by the Required Vote, then prior to the date that is 180 days after the valid termination of the Reorganization Agreement, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall vote the Subject Shares:
Sample 1
POST-TERMINATION VOTING AGREEMENT. If an Identified Termination occurs, then, prior to the Voting Expiration Date, at any meeting of the stockholders of the Company, however called, and in any action by written consent of stockholders of the Company, Stockholder shall (unless otherwise directed in writing by Parent) cause to be voted all of the Subject Securities (as of the Record Date for any of the matters referred to in this Section 3.2) are Owned by Stockholder: (i) against any Acquisition Proposal and against the approval or adoption of any related transaction or agreement; (ii) against any action that is intended, or could reasonably be expected, to facilitate the consummation of any Acquisition Transaction; and (iii) against any Other Action. Stockholder shall not at any time prior to the Voting Expiration Date, enter into any agreement or understanding with any Person to vote or give instructions inconsistent with clause "(i)," "(ii)" or "(iii)" of the preceding sentence.
Sample 1
POST-TERMINATION VOTING AGREEMENT. Prior to the Expiration Date, at --------------------------------- any meeting of the shareholders of Vitech, however called, and in any written action by consent of shareholders of the Vitech, unless otherwise directed in writing by Gateway, Stockholder shall vote the Subject Shares (i) against any Alternative Proposal (as defined in the Loan Agreement) and any related -------------------- transaction or agreement and (ii) against any action which is intended, or could reasonably be expected, to facilitate the consummation of any Acquisition ----------- Transaction (as defined in the Loan Agreement). Stockholder shall not enter into ----------- any agreement or understanding with any party prior to the Expiration Date to vote or give instructions in any manner inconsistent with clause "(i)" or "(ii)" of the preceding sentence.
Sample 1

Related to POST-TERMINATION VOTING AGREEMENT

  • Termination of Consulting Agreement As of the Effective Date, the Consulting Agreement is hereby terminated and is of no further force or effect.

  • Incorporation of Separation Agreement Provisions The following provisions of the Separation Agreement are hereby incorporated herein by reference, and unless otherwise expressly specified herein, such provisions shall apply as if fully set forth herein (references in this Section 10.6 to an “Article” or “Section” shall mean Articles or Sections of the Separation Agreement, and references in the material incorporated herein by reference shall be references to the Separation Agreement): Article V (relating to Exchange of Information; Confidentiality); Article VI (relating to Additional Covenants and Other Matters); Article VII (relating to Mutual Releases; Indemnification); Article VIII (relating to Termination); Article IX (relating to Dispute Resolution); and Article X (relating to Miscellaneous).

  • Termination Agreement (1) If the Franchise Agreement shall be terminated due to the expiration, both parties shall sign a Termination Agreement through negotiation completed 180 days prior to the expiration date.

  • Non-Competition Agreement (a) Subject to Sections 5(d) and (f) and Section 12, Employee will not, during the period of his employment by or with the Company, and for a period of two (2) years immediately following the termination of his employment with the Company, for any reason whatsoever, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business or entity of whatever nature:

  • Post Termination For a period ending on the second anniversary of the Termination Date, Lessee shall effect and maintain for the benefit of the Indemnitees ongoing third party legal liability insurance in respect of the risks and liabilities covered by the insurance required by Clause 14.4.

  • Agreement Termination This Agreement will be in effect for an indefinite period and may be terminated as to new reinsurance at any time by either party giving ninety (90) days written notice of termination. The day the notice is mailed to the other party's home office, or, if the mail is not used, the day it is delivered to the other party's home office or to an officer of the other party will be the first day of the ninety (90) day period. During the ninety (90) day period, this Agreement will continue to operate in accordance with its terms.

  • Post-Termination Restrictions Employee recognizes that (i) Company has spent substantial money, time and effort over the years in developing and solidifying its relationships with its customers, suppliers, landlords and alliance, marketing and media partners and in developing its Confidential Information; (ii) long-term customer, landlord, supplier and partner relationships often can be difficult to develop and require a significant investment of time, effort and expense; (iii) Company has paid its employees to, among other things, develop and preserve business information, customer, landlord, vendor and partner goodwill, customer, landlord, vendor and partner loyalty and customer, landlord, vendor and partner contacts for and on behalf of Company; and (iv) Company is hereby agreeing to employ and pay Employee based upon Employee’s assurances and promises not to divert goodwill of customers, landlords, suppliers or partners of Company, either individually or on a combined basis, or to put himself in a position following Employee’s employment with Company in which the confidentiality of Company’s Confidential Information might somehow be compromised. Accordingly, Employee agrees that during the Employment Period and for the period of time set forth below following termination of employment, provided termination is in accordance with the terms of Section 4.1(b), (c), or (d), or due to expiration of the Agreement due to non-renewal by either party, Employee will not, directly or indirectly (whether as owner, partner, consultant, employee or otherwise):

  • Post-Termination Period Because of the difficulty of establishing when any idea, process or invention is first conceived or developed by the Employee, or whether it results from access to Confidential Information or the Company’s equipment, facilities, and data, the Employee agrees that any idea, invention, research, plan for products or services, marketing plan, computer software (including, without limitation, source code), computer program, original work of authorship, character, know-how, trade secret, information, data, developments, discoveries, technology, algorithm, design, patent or copyright, or any improvement, rights, or claims relating to the foregoing, shall be presumed to be an Invention if it is conceived, developed, used, sold, exploited or reduced to practice by the Employee or with the aid of the Employee within one (1) year after termination of employment. The Employee can rebut the above presumption if he proves the idea, process or invention (i) was first conceived or developed after termination of employment, (ii) was conceived or developed entirely on the Employee’s own time without using the Company’s equipment, supplies, facilities, personnel or Confidential Information, and (iii) did not result from or is not derived directly or indirectly, from any work performed by the Employee for the Company or from work performed by another employee of the Company to which the Employee had access.

  • Termination of Employment Agreement (a) Effective as of the Effective Date and immediately prior to the Effective Time, the Employment Agreement is hereby terminated and shall be of no further force or effect whatsoever; provided, however, that, and notwithstanding anything in this Agreement to the contrary, such termination shall be contingent on the closing of the Merger.

  • Noncompetition Agreement In consideration of the compensation paid or payable to Executive by the Company pursuant to this Agreement (including, but not limited to, Section 2 hereof), Executive hereby agrees as follows:

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