Common use of Stockholder Vote Clause in Contracts

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. The Each 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 and approving the transactions contemplated by such Agreement, including the Merger (such meeting or any adjournment thereof, or such consent process, the "Company Meeting"), the such Stockholder Party will vote, or provide a consent with respect to, all issued and outstanding shares of Company Common Stock over which (including the Owned Shares) which, as of the relevant record date, such Stockholder Party has voting the power ("Voting Shares") to vote, in favor of the adoption of adopting the Merger Agreement and approving the transactions contemplated by such Agreement, provided that including 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, Merger and (ii) the such Stockholder Party will (at any meeting of stockholdersstockholders or in connection with any consent solicitation) vote all shares of Company Common Stock (including the Voting Shares Owned Shares) which, as of the relevant record date, such Stockholder Party has the power to vote, against, and will not consent to, any Acquisition Proposal Alternative Transaction or any action that would or is designed to delay, prevent or frustrate the transactions contemplated by the Merger AgreementProposed Business Combination. Without limiting the foregoing, it is understood that the obligations under clause (i) above in this Section 3 shall remain applicable in respect of each meeting of stockholders of the Company duly called for the purpose of adopting the Merger Agreement and approving the transactions contemplated thereby, including the Merger, regardless of the position of the Company Board Company's board of directors as to the Merger or the Proposed Business Combination 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. The Each Stockholder Party agrees that (ia) 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 and approving the transactions contemplated by the Merger Agreement, including the Merger (such meeting or any adjournment thereof, or such consent process, the "“Company Meeting"”), the such Stockholder Party will vote, or provide a consent with respect to, all issued and outstanding shares of Company Common Stock over which (including the Owned Shares) which, as of the relevant record date, such Stockholder Party has voting the power ("Voting Shares") to vote, in favor of the adoption of adopting the Merger Agreement and approving the transactions contemplated by such 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 including the Merger, and (iib) the such Stockholder Party will (at any meeting of stockholdersstockholders or in connection with any consent solicitation) vote all shares of Company Common Stock (including the Voting Shares Owned Shares) which, as of the relevant record date, such Stockholder Party has the power to vote, against, and will not consent to, any Acquisition Proposal Alternative Transaction or any action that would or is designed to delay, prevent or frustrate the transactions contemplated by the Merger AgreementProposed Business Combination. Without limiting the foregoing, it is understood that the obligations under clause (ia) above in this Section 5 shall remain applicable in respect of each meeting of stockholders of the Company duly called for the purpose of adopting the Merger Agreement and approving the transactions contemplated thereby, including the Merger, regardless of the position of the Company Board Company’s board of directors as to the Merger or the Proposed Business Combination 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. The Stockholder Party agrees that (ia) 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 and approving the transactions contemplated by the Merger Agreement, including the Merger (such meeting or any adjournment thereof, or such consent process, the "Company “Stockholder Meeting"”), the Stockholder Party will vote, or provide a consent with respect to, all issued and outstanding shares of Common Stock over which (including the Owned Shares) which, as of the relevant record date, the Stockholder Party has voting the power ("Voting Shares") to vote, in favor of adopting the adoption of Merger Agreement and approving the transactions contemplated by the Merger Agreement, provided that including 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, Merger and (iib) the Stockholder Party will (at any meeting of stockholdersstockholders or in connection with any consent solicitation) vote all shares of Common Stock (including the Voting Shares Owned Shares) which, as of the relevant record date, the Stockholder has the power to vote, against, and will not consent to, any Acquisition Proposal or any action that would or is designed to delay, prevent or frustrate the transactions contemplated by the Merger AgreementProposed Business Combination. Without limiting the foregoing, it is understood that the obligations under clause (ia) above of this Section 4 shall remain applicable in respect of each meeting of stockholders of the Company duly called for the purpose of adopting the Merger Agreement and approving the transactions contemplated thereby, including the Merger, regardless of the position of the Company Board Company’s board of directors as to the Merger or the Proposed Business Combination 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.