Stockholder Vote Clause Samples

Stockholder Vote. The Stockholder Party agrees that (i) at such time as the Company conducts a meeting of or otherwise seeks a vote or consent of its stockholders for the purpose of adopting the Merger Agreement (such meeting or any adjournment thereof, or such consent process, the "Company Meeting"), the Stockholder Party will vote, or provide a consent with respect to, all issued and outstanding shares of Common Stock over which the Stockholder Party has voting power ("Voting Shares") in favor of the adoption of the Merger Agreement, provided that the Stockholder Party shall not be required to vote for, or provide a consent with respect to, any action that would reduce the number of Nortel Networks Common Shares to be received by the Stockholder Party in respect of such party's Common Stock in the Merger, and (ii) the Stockholder Party will (at any meeting of stockholders) vote the Voting Shares against, and will not consent to, any Acquisition Proposal or any action that would delay, prevent or frustrate the transactions contemplated by the Merger Agreement. Without limiting the foregoing, it is understood that the obligations under clause (i) above shall remain applicable in respect of each meeting of stockholders of the Company duly called for the purpose of adopting the Merger Agreement regardless of the position of the Company Board as to the Merger at the time of such meeting, and that the obligations under clause (ii) above shall continue until the termination of this Agreement in accordance with Section 9.

Stockholder Vote. This Agreement and the transactions contemplated hereby shall have received the Requisite Charter Stockholder Approval at the Charter Meeting.

Stockholder Vote. Each Stockholder, severally and not jointly, agrees that, unless this Agreement has been terminated in accordance with its terms, (a) at such time as the Company conducts a meeting of or otherwise seeks a vote or consent of its stockholders for the purpose of approving and adopting the Merger Agreement and the Merger and/or the Company Charter Amendment, it will vote or provide a consent with respect to and will cause its controlled Affiliates to vote or provide a consent with respect to, as the case may be, all Subject Shares then Beneficially Owned by such Stockholder or its controlled Affiliates in favor of the Merger Agreement and the Merger and/or the Company Charter Amendment (as applicable) and (b) it will (at any meeting of stockholders) vote its Subject Shares against, and it will not consent to, and will cause its controlled Affiliates to vote against and not to consent to, any Prohibited Transaction. Without limiting the foregoing, it is understood that the obligations under this Section 2 shall remain applicable in respect of each meeting of stockholders of the Company duly called (or solicitation of consents) for the purpose of approving the Merger Agreement and the Merger and/or the Company Charter Amendment and/or any Prohibited Transaction regardless of the position of the Company's board of directors as to the Merger or any such Prohibited Transaction at the time of such meeting or solicitation.

Stockholder Vote. (a) Within one (1) Business Day following the execution and delivery of this Agreement by all of the Parties hereto, the Company shall prepare and distribute to all holders of Class A Common Stock a written consent of holders of Company Common Stock adopting this Agreement in accordance with the DGCL and the Company’s Organizational Documents and waiving any appraisal rights under Section 262 of the DGCL, with respect thereto, in substantially the form attached hereto as Annex E (the “Stockholder Written Consent”). The Company shall use its reasonable best efforts to cause such holders of Company Common Stock to execute the Stockholder Written Consent, and the Company shall deliver such executed Stockholder Written Consent to Parent and Merger Sub promptly and in any event within twenty-four (24) hours following the execution and delivery of this Agreement. (b) Within 15 Business Days following the receipt by the Company of Stockholder Written Consents executed by holders of Company Common Stock sufficient to obtain the Requisite Stockholder Approval, the Company shall, in accordance with applicable Law, including Sections 228 and 262 of the DGCL, and the Company’s Organizational Documents, promptly send an information statement (the “Information Statement”) to each holder of Company Common Stock that has not theretofore executed the Stockholder Written Consent (i) notifying him, her or it that (1) action has been taken by less than unanimous written consent of the holders of Company Common Stock, (2) this Agreement was duly adopted and approved by unanimous consent of the Board of Directors of the Company and the unanimous recommendation of the Company’s Board of Directors that such holders vote their shares of Company Common Stock in favor of the adoption of this Agreement, the Merger and the transactions contemplated hereby and (3) appraisal rights are available pursuant to Section 262 of the DGCL and (ii) seeking a waiver of such appraisal rights from such holder of Company Common Stock. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Information Statement and any amendment or supplement thereto before they are mailed to the Securityholders and the Information Statement shall be in a form reasonably acceptable to Parent and shall at all relevant times be in compliance with Section 262 of the DGCL and other applicable Laws; provided, however, that Parent shall in no way be responsible for any of the content of...

Stockholder Vote. Without limiting the generality of the other obligations of C hereunder, C undertakes that (a) at such time as B conducts a meeting of, or otherwise seeks a vote or consent of, its stockholders for the purpose of approving and adopting the Merger Agreement and the Merger or any of the ancillary agreements or the transactions contemplated thereby, C and its Affiliates shall vote, or provide a consent with respect to, all then-outstanding Shares Beneficially Owned by C in favor of the Merger Agreement and the Merger and the ancillary agreements and the transactions contemplated thereby and (b) C and its Affiliates shall (at each meeting of stockholders and in connection with each consent solicitation) vote all then-outstanding Shares Beneficially Owned by C against, and not provide consents to, (i) any and all Takeover Proposals, (ii) any and all actions that would delay, prevent or frustrate the transactions contemplated by the Merger Agreement, the ancillary agreements or this Agreement or the satisfaction of any of the conditions set forth in Article VIII of the Merger Agreement and (iii) any and all actions that would or result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of B under the Merger Agreement. Without limiting the foregoing, it is understood that the obligations under this Section 3 shall not be affected by any recommendation or position of B's Board of Directors.

Stockholder Vote. The Company shall present a proposal, in accordance with all Applicable Laws, at a special meeting of the Company's stockholders for purposes of voting on the approval of the issuance of the shares of Common Stock to be exchanged for the Shares in accordance with this Agreement. A majority of the members of the Board of Directors of the Company not affiliated with the Holders or their Affiliates and the Special Committee shall, to the extent consistent with their fiduciary duties, recommend approval of this issuance of Common Shares by the Company's stockholders. In connection with any such meeting, the Company shall (a) use its reasonable best efforts to file and have cleared by the Commission and will thereafter mail to its stockholders as promptly as practicable all proxy materials for such meeting and (b) will use its reasonable best efforts, subject to the fiduciary duties of the Board of Directors of the Company (and the Special Committee), to obtain the necessary approvals by its stockholders in accordance with Applicable Law.

Stockholder Vote. The Company covenants that it shall use commercially reasonable efforts to hold a special meeting of stockholders (which may also be at the annual meeting of stockholders) on or before December 31, 2023, with the recommendation of the Company’s Board of Directors that (a) a proposal allowing for the price adjustment provisions in the Warrants be approved pursuant to applicable NASDAQ Rules (the “NASDAQ Proposal”) and (b) a proposal to amend the Company's articles of incorporation to increase the authorized shares of Common Stock of the Company (the "Charter Proposal,” and together with the NASDAQ Proposal, the “Proposals”) be approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of the Proposals. If the Company does not obtain the requisite stockholder approval for each of the Proposals (the “Stockholder Approvals”) at the first meeting, the Company shall use commercially reasonable efforts to call a meeting every six months thereafter to seek the Stockholder Approvals until the earlier of the date the Stockholder Approvals are obtained or the Warrants are no longer outstanding. From the date hereof until receipt of the required Stockholder Approvals, neither the Company nor any Subsidiary shall (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents or (ii) file any registration statement or any amendment or supplement thereto, other than the Prospectus Supplement or a Form S-8 registration statement for the Company’s benefit plan.

Stockholder Vote. Approval and adoption of this Agreement and the Merger by the requisite vote of the stockholders of Old FTM and approval and adoption of this Agreement and the Merger by the requisite vote of the stockholders of New FTM.

Stockholder Vote. This Agreement and the transactions contemplated hereby, as applicable, shall have received the Requisite Seller Stockholder Approval at the Seller Meeting, and the issuance of shares of Buyer Common Stock in connection with the Merger shall have received the Requisite Buyer Shareholder Approval at the Buyer Meeting.