PRE-TERMINATION VOTING AGREEMENT. Stockholder hereby agrees that, prior to the Expiration Date, at any meeting of the stockholders of the Company, however called, and in any written action by consent of the stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause the Subject Securities to be voted:
(a) in favor of the issuance of shares of Parent Common Stock to the Company Stockholders in the Merger, the Merger, the execution, delivery and performance by the Company of the Merger Agreement and the adoption and approval of the terms thereof and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance hereof and thereof;
(b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and
(c) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company; (B) any sale, lease or transfer of substantially all of the assets of the Company; (C) any reorganization, recapitalization, dissolution or liquidation of the Company; (D) any change in a majority of the board of directors of the Company; (E) any amendment to the Company's Certificate of Incorporation or Bylaws; (F) any material change in the capitalization of the Company or the Company's corporate structure; or (G) any other action which is intended to, or would, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Voting Agreement.
PRE-TERMINATION VOTING AGREEMENT. Shareholder hereby agrees that, prior to the Expiration Date, at any meeting of the shareholders of Hayex, xxwever called, and in any written action by consent of shareholders of Hayex, xxless otherwise directed in writing by Access Beyond, Shareholder shall vote the Subject Shares:
(i) in favor of the Merger, the execution and delivery by Hayex xx the Merger Agreement and the adoption and approval of the terms thereof and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance hereof and thereof;
(ii) against any Acquisition Proposal (other than the Merger) and against any action or agreement that would result in a breach of any covenant or obligation of Hayex xx the Merger Agreement; and
(iii) against any other action which is intended, or could reasonably be expected to, materially impede, interfere with, delay, postpone, or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement. Prior to the Expiration Date, Shareholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause "(i)", "(ii)", or "(iii)" of the preceding sentence.
PRE-TERMINATION VOTING AGREEMENT. Shareholder hereby agrees that, prior to the earlier to occur of the valid termination of the Reorganization Agreement or the Effective Time, at any meeting of the shareholders of Parent, however called, and in any written action by consent of shareholders of Parent, unless otherwise directed in writing by the Company, Shareholder shall vote the Subject Shares:
(i) in favor of (1) the approval of the principal terms of the Merger; and (2) each of the other actions contemplated by the Reorganization Agreement and any action required in furtherance hereof and thereof; and
(ii) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of Parent in the Reorganization Agreement. Prior to the earlier to occur of the valid termination of the Reorganization Agreement or the Effective Time, Shareholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause "(i)" or "(ii)" of the preceding sentence.
PRE-TERMINATION VOTING AGREEMENT. Each Stockholder hereby agrees that prior to the Expiration Date, at any meeting of the stockholders of VGI, however
PRE-TERMINATION VOTING AGREEMENT. Stockholder hereby agrees that, prior to the Expiration Date, at any meeting of the stockholders of the Company, however called, and in any written action by consent of the stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause the Subject Securities to be voted:
(a) in favor of the issuance of shares of Parent Common Stock to the Company Stockholders in the Merger, the Merger, the execution, delivery and performance by the Company of the Merger Agreement and the adoption and approval of the terms thereof and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance hereof and thereof;
(b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and
(c) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company; (B) any sale, lease or transfer of substantially all of the assets of the Company; (C) any reorganization, recapitalization, dissolution or liquidation of the Company; (D) any change in a majority of the
PRE-TERMINATION VOTING AGREEMENT. Shareholder hereby agrees that, prior to the Expiration Date, at any meeting of the shareholders of Xxxxx, however called, and in any written action by consent of shareholders of Xxxxx, unless otherwise directed in writing by Access Beyond, Shareholder shall vote the Subject Shares:
PRE-TERMINATION VOTING AGREEMENT. Without in any way limiting the Stockholder's right to vote the Subject Shares in his sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval (including by written consent), at any meeting of the stockholders of the Company called to vote upon the Merger and the Reorganization Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Reorganization Agreement is sought, the Stockholder hereby agrees that, prior to the Expiration Date, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, Stockholder shall vote the Subject Shares in favor of: (i) the Merger, (ii) the execution and delivery by the Company of the Reorganization Agreement, (iii) the adoption and approval of the terms thereof and (iv) in favor of each of the other actions contemplated by the Reorganization Agreement and any action required in furtherance hereof or thereof. Prior to the Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions with respect to the Subject Shares regarding the Merger and the Reorganization Agreement, other than any agreement or understanding to vote or give instructions in favor of the Merger and the Reorganization Agreement.
PRE-TERMINATION VOTING AGREEMENT. Shareholder hereby agrees that, prior to the Expiration Date, at any meeting of the shareholders of FlowWise, however called, and in any written action by consent of shareholders of FlowWise, unless otherwise directed in writing by NET, Shareholder shall vote the Subject Shares:
(a) in favor of (i) the Merger, (ii) the execution and delivery by FlowWise of the Merger Agreement and the adoption and approval of the terms thereof, (iii) of each of the other actions contemplated by the Merger Agreement and any action approved by the Board of Directors of FlowWise in furtherance hereof and thereof, (iv) the Merger Articles, and (v) the appointment of the individual specified as the Shareholder Representative in the Merger Agreement;
(b) against any Acquisition Proposal (as defined below) (other than the Merger) and against any action or agreement that would result in a breach of any covenant or obligation of FlowWise in the Merger Agreement; and
(c) against any other action which is intended or could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement.
PRE-TERMINATION VOTING AGREEMENT. Stockholder covenants and agrees that, prior to the earlier to occur of the valid termination of the Reorganization Agreement or the Effective Time, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, Stockholder shall (unless otherwise directed in writing by Parent) cause to be voted all Subject Securities that are (as of the Record Date for any of the matters referred to in this Section 3.1)
PRE-TERMINATION VOTING AGREEMENT. Shareholder hereby agrees that, prior to the Expiration Date, at any meeting of the shareholders of the Company, however
