Stockholder Agreement. The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:
Stockholder Agreement. The Stockholder Agreement shall have been executed and delivered by the Company.
Stockholder Agreement. Notwithstanding anything herein to the contrary, in no event will Common Shares be delivered upon exercise of the Options unless and until the Participant executes an Adoption Agreement pursuant to which Participant will become bound by the terms and conditions set forth in that certain Stockholder Agreement, dated April 17, 2012, by and among the Company and the stockholders of the Company, including those terms and conditions applicable to Management Holders (as defined therein), which in all events shall be within thirty (30) days following exercise of the Options.
Stockholder Agreement. The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:
(i) at any meeting of stockholders of the Company, however called, and at every adjournment or postponement thereof, the Stockholder shall (A) appear at the meeting, or otherwise cause all shares of Company Common Stock Owned by the Stockholder to be counted as present thereat for purposes of establishing a quorum, (B) vote or cause all shares of Company Common Stock Owned by the Stockholder to be voted in favor of the approval and adoption of the Merger Agreement and the approval of the Merger and (C) vote or cause all shares of Company Common Stock Owned by the Stockholder to be voted, against (1) any Acquisition Proposal (other than one by Parent or Merger Subsidiary) and (2) any amendment of the Company’s Certificate of Incorporation or Bylaws or other proposal, action or transaction involving the Company or any of its subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or to deprive Parent or Merger Subsidiary of any material portion of the benefits anticipated by Parent or Merger Subsidiary to be received from the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement, or change in any manner the voting rights of Company Common Stock presented to the stockholders of the Company or in respect of which vote or consent of the stockholders is requested or sought, unless such transaction has been approved in advance by Parent or Merger Subsidiary; and
(ii) in the event written consents are solicited or otherwise sought from stockholders of the Company with respect to the approval or adoption of the Merger Agreement or with respect to the approval of the Merger, the Stockholder shall cause to be validly executed, with respect to all shares of Company Common Stock Owned by the Stockholder as of the record date fixed for the consent to the proposed action, a written consent or written consents to such proposed action.
Stockholder Agreement. The Committee may, in its sole discretion, condition the delivery of Stock pursuant to the exercise of this Option upon your entering into a stockholder agreement in such form as approved from time to time by the Board.
Stockholder Agreement. The Stockholder Agreement may not be amended, and no provision thereof may be modified or waived, except with the approval of at least fourteen (14) directors.
Stockholder Agreement. Notwithstanding anything in this Section to the contrary, in the event the provisions of this Section conflict with the provisions of any Stockholder Agreement, the provisions of the Stockholder Agreement shall control.
Stockholder Agreement. SECTION 6.16.
Stockholder Agreement. The Company shall have delivered to Parent a duly executed counterpart signature page of the Company’s stockholder to the Stockholder Agreement.
Stockholder Agreement. IMS and TriZetto shall have entered into the Stockholder Agreement.
