Common use of Stockholder Vote Clause in Contracts

Stockholder Vote. Each Stockholder Party agrees that (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 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”), such Stockholder Party will vote, or provide a consent with respect to, all Company Common Stock (including the Owned Shares) which, as of the relevant record date, such Stockholder Party has the power to vote, in favor of adopting the Merger Agreement and approving the transactions contemplated by such Agreement, including the Merger, and (b) such Stockholder Party will (at any meeting of stockholders or in connection with any consent solicitation) vote all shares of Company Common Stock (including the Owned Shares) which, as of the relevant record date, such Stockholder Party has the power to vote, against, and will not consent to, any Alternative Transaction or any action that would or is designed to delay, prevent or frustrate the Proposed Business Combination. Without limiting the foregoing, it is understood that the obligations under clause (a) 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’s board of directors as to the Merger or the Proposed Business Combination at the time of such meeting.

Appears in 2 contracts

Samples: Stockholder Tender Agreement (Synopsys Inc), Stockholder Tender Agreement (Numerical Technologies Inc)

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Stockholder Vote. Each Stockholder Party agrees that (ai) 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 such Agreement, including the Merger (such meeting or any adjournment thereof, or such consent process, the "Company Meeting"), such Stockholder Party will vote, or provide a consent with respect to, all Company Common Stock (including the Owned Shares) which, as of the relevant record date, such Stockholder Party has the power to vote, in favor of adopting the Merger Agreement and approving the transactions contemplated by such Agreement, including the Merger, Merger and (bii) such Stockholder Party will (at any meeting of stockholders or in connection with any consent solicitation) vote all shares of Company Common Stock (including the Owned Shares) which, as of the relevant record date, such Stockholder Party has the power to vote, against, and will not consent to, any Alternative Transaction or any action that would or is designed to delay, prevent or frustrate the Proposed Business Combination. Without limiting the foregoing, it is understood that the obligations under clause (ai) in this Section 5 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’s 's board of directors as to the Merger or the Proposed Business Combination at the time of such meeting.

Appears in 2 contracts

Samples: Voting Agreement (Synopsys Inc), Voting Agreement (Avant Corp)

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Stockholder Vote. Each The Stockholder Party agrees that (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 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”), such the Stockholder Party will vote, or provide a consent with respect to, all Company shares of Common Stock (including the Owned Shares) which, as of the relevant record date, such the Stockholder Party has the power to vote, in favor of adopting the Merger Agreement and approving the transactions contemplated by such the Merger Agreement, including the Merger, Merger and (b) such the Stockholder Party will (at any meeting of stockholders or in connection with any consent solicitation) vote all shares of Company Common Stock (including the Owned Shares) which, as of the relevant record date, such the Stockholder Party has the power to vote, against, and will not consent to, any Alternative Transaction Acquisition Proposal or any action that would or is designed to delay, prevent or frustrate the Proposed Business Combination. Without limiting the foregoing, it is understood that the obligations under clause (a) in of this Section 5 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’s board of directors as to the Merger or the Proposed Business Combination at the time of such meeting.

Appears in 1 contract

Samples: Stockholder Support Agreement (Evraz Group S.A.)

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