Common use of Shareholder Vote Clause in Contracts

Shareholder Vote. Shareholder shall, at any meeting of the DouYu Shareholders, or any adjournment or postponement thereof, or any other occasion where a vote, consent or other approval (including by written consent) of the DouYu Shareholders is sought relating to the Merger Agreement and the transactions contemplated thereby, including the Merger (each such meeting, adjournment, postponement or occasion, however called, a “DouYu Shareholders Meeting”), (i) appear at such DouYu Shareholders Meeting or otherwise cause its representative(s) to appear at such DouYu Shareholders Meeting or otherwise cause the Covered Shares to be counted as present thereat for purposes of determining whether a quorum is present, and (ii) vote, or cause to be voted, or provide written consent with respect to, all Covered Shares as of the record date for such meeting, (1) in favor of the approval of the Merger Agreement, the terms and conditions thereof and the transactions contemplated thereby, including the Merger, the approval of the execution and delivery by DouYu of the Merger Agreement, and the approval of any actions required in furtherance of the Merger Agreement and the transactions contemplated thereby, including the Merger, (2) against any transaction, proposal, agreement or action made in opposition to the authorization and approval of the Merger Agreement, the plan of merger included in the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, or in competition or inconsistent with the transactions contemplated by the Merger Agreement, including the Merger, (3) against any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to (A) materially impede, frustrate, prevent, nullify, interfere with, delay, postpone, discourage or adversely affect the transactions contemplated by the Merger Agreement, including the Merger, (B) result in a breach of any representation, warranty, covenant or any other obligation or agreement by DouYu under the Merger Agreement, or (C) result in any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled, (4) in favor of any adjournment or postponement of such DouYu Shareholders Meeting at which any of the matters described in clauses (1) through (3) of this Section 2 is to be considered (and any adjournment or postponement thereof) as may be reasonably requested by Huya, and (5) in favor of any other matter necessary to effect the transactions contemplated by the Merger Agreement, including the Merger.

Shareholder Vote. Shareholder shall, at At any meeting of the DouYu Shareholdersshareholders of Parent, however called, or at any adjournment or postponement thereof, or in any other occasion where a circumstance in which the vote, consent or other approval (including by written consent) of the DouYu Shareholders shareholders of Parent is sought relating to the Merger Agreement sought, each Shareholder shall, and the transactions contemplated thereby, including the Merger (each such meeting, adjournment, postponement or occasion, however called, a “DouYu Shareholders Meeting”)shall cause any other holder of record of its Covered Shares to, (ix) appear at each such DouYu Shareholders Meeting meeting or otherwise cause its representative(s) to appear at all of such DouYu Shareholders Meeting or otherwise cause the Shareholder’s Covered Shares that it beneficially owns as of the record date for such vote to be counted as present thereat for purposes of determining whether calculating a quorum is present, and (iiy) vote, vote (or cause to be voted), or provide execute and deliver a written consent with respect to(or cause a written consent to be executed and delivered) covering, all of such Shareholder’s Covered Shares as of the record date for such meeting, Shares: (1i) in favor of the approval of the Merger AgreementArticles Amendment, the terms and conditions thereof and the transactions contemplated thereby, including the Merger, the approval issuance of the execution and delivery by DouYu of Parent Common Stock pursuant to the Merger Agreement, and the approval of any actions required in furtherance of thereof; (ii) against any Acquisition Proposal or any proposal relating to an Acquisition Proposal; (iii) against any merger agreement or merger (other than the Merger Agreement and the transactions contemplated therebyMerger), including consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Parent; and (iv) against any proposal, action or agreement that would (1) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (2) against any transaction, proposal, agreement or action made in opposition to the authorization and approval of the Merger Agreement, the plan of merger included in the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, or in competition or inconsistent with the transactions contemplated by the Merger Agreement, including the Merger, (3) against any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to (A) materially impede, frustrate, prevent, nullify, interfere with, delay, postpone, discourage or adversely affect the transactions contemplated by the Merger Agreement, including the Merger, (B) result in a breach in any respect of any covenant, representation, warranty, covenant warranty or any other obligation or agreement by DouYu of Parent under the Merger Agreement, or (C3) result in any of the conditions to the consummation set forth in Article 7 of the Merger under the Merger Agreement not being fulfilled, fulfilled or (4) in favor of any adjournment or postponement of such DouYu Shareholders Meeting at which any of the matters described in clauses (1) through (3) of this Section 2 is to be considered (and any adjournment or postponement thereof) except as may be reasonably requested by Huya, and (5) in favor of any other matter necessary to effect the transactions expressly contemplated by the Merger Agreement, change in any manner the dividend policy or capitalization of, including the Mergervoting rights of any class of capital stock of, Parent. Each Shareholder shall not commit or agree to take any action inconsistent with the foregoing. The parties agree that this Agreement is a voting agreement created under Section 302A.455 of the MBCA.