Stockholder Voting. (i) Except as otherwise set forth below, in the event the Board approves and recommends that the Company’s stockholders vote in favor of a transaction that requires approval of the Company’s stockholders relating to mergers, acquisitions or other business combinations or extraordinary transactions involving the Company, or the issuance of Securities in connection with any such transaction (in each such case, other than a Sale Transaction), the MSD Stockholders, severally and not jointly, agree with the Company (and not any other party hereto) to, at any applicable meeting of stockholders of the Company, however called, including any adjournment, recess or postponement thereof, to the extent that their shares of Common Stock are entitled to vote thereon, (A) appear at each such meeting or otherwise cause all of the Common Stock beneficially owned by such MSD Stockholder (and for which the MSD Stockholders have the right to vote) as of the applicable record date to be counted as present thereat for purposes of calculating a quorum and (B) vote (or cause to be voted), in person or by proxy, all of such MSD Stockholder’s Common Stock as of the applicable record date in favor of such transaction. Notwithstanding the foregoing, no MSD Stockholder shall have any obligations with respect to any transaction pursuant to this Section 3.2(c)(i) unless (x) MSD (or any MSD Director Nominee who is an Immediate Family Member of MSD) has voted in favor of the applicable transaction in his or her capacity as a director, (y) the Board has not “changed” or “withdrawn” its recommendation that the Company’s stockholders vote in favor of such applicable transaction and (z) such applicable transaction does not require any MSD Stockholder to forfeit, terminate or relinquish any or all of its rights under this Agreement (for the avoidance of doubt, any increase to the size of the Board or grant of director nomination rights to any Person in connection with any such transaction shall not be deemed to be a forfeiture, termination or relinquishment of the MSD Stockholders’ rights so long as such transaction does not otherwise limit the MSD Stockholders’ ability to nominate directors pursuant to Section 3.1(a)(i)(A)).
(ii) Except as otherwise set forth below, in the event the Board approves and recommends that the Company’s stockholders vote in favor of a transaction that requires approval of the Company’s stockholders relating to mergers, acquisitions or other business combinations or...
Stockholder Voting. Proxyholder agrees to vote the Proxy Shares on all matters as to which Proxyholder is entitled to vote hereunder in accordance with this Agreement, provided that prior to the termination of this Agreement, Stockholders agree that in the event Proxyholder provides explicit written notice to Stockholders that it will not vote the Proxy Shares under this Agreement with respect to any such matters, or Proxyholder provides explicit written notice to the Company and Stockholders that Stockholders shall be permitted to vote the Proxy Shares with respect to any such matters in a manner other than as Proxyholder instructs, Stockholders shall be entitled to vote any of the Proxy Shares with respect to any such matters (in person, by proxy or by action by written consent, as applicable) in their sole and absolute discretion.
Stockholder Voting. Acquired Corporation shall as soon as practicable after the date hereof use its reasonable efforts to cause each non-officer director of Acquired Corporation to execute a Support Agreement in substantially the form of Exhibit A hereto.
Stockholder Voting. If requested by Buyer, Acquired Corporation shall as soon as practicable after the date of such request cause each non-director officer of Acquired Corporation who owns 5% or more of the outstanding voting securities of Acquired Corporation, and each director of Acquired Corporation, to execute a Lock-Up and Non-Competition Agreement in substantially the form of Exhibit A hereto.
Stockholder Voting. Each of the Stockholders agrees, so long as it owns or controls such shares, to vote the shares of Common Stock owned, of record and beneficially, by such Stockholder as set forth on Exhibit A attached hereto (the “Stock”) to approve the issuance of the Securities pursuant to the terms and conditions of the Purchase Agreement and each of the following items (such issuance and other items, collectively, the “Proposed Actions”):
(a) the amendment of the Company’s certificate of incorporation to:
(i) increase the number of authorized shares of Common Stock from 100.0 million shares to 1.01 billion shares;
(ii) effect a one-for-three reverse stock split of the Company’s outstanding Common Stock upon satisfaction of the notice requirements of The Nasdaq Stock Market following the Closing of the transactions contemplated by the Purchase Agreement; and
(iii) change the name of the Company to “Halcon Resources Corporation”;
(b) the amendment of the Company’s 2006 Long-Term Incentive Plan to increase the number of shares of Common Stock that may be issued under such plan from 7.4 million to 11.1 million, representing an increase of 3.7 million shares; and
(c) A non-binding, advisory proposal to approve the compensation that may become payable to the Company’s named executive officers in connection with the completion of the transactions contemplated by the Purchase Agreement. Without limiting the foregoing, each Stockholder agrees to execute and deliver to the Company, not later than twenty (20) Business Days after the date hereof, a written consent, in a form reasonably acceptable to Halcon (the “Written Consent”), evidencing the affirmative vote of all of the Stock owned and controlled by such Stockholder to approve each of the Proposed Actions. The Stockholders understand and agree that their covenants and agreements set forth herein are irrevocable for so long as this Agreement remains in effect. Each Stockholder agrees not to revoke, rescind or supersede, or to vote any of its Stock in any manner contrary to, its approval of the Proposed Actions given pursuant to the Written Consent or at any meeting of stockholders. The preceding sentence shall survive any termination of this Agreement pursuant to clause (ii) or (iii) of Section 2 below until the Purchase Agreement is terminated in accordance with its terms or the transactions contemplated by the Purchase Agreement are consummated.
Stockholder Voting. Any act or transaction by or involving the Corporation that requires for its adoption the approval of its stockholders pursuant to the General Corporation Law of Delaware or the provisions of this Certificate of Incorporation shall pursuant to Section 251(g) of the General Corporation Law of Delaware also require the approval of the stockholders of OptiMark Technologies, Inc. (and any successor by merger) by the same vote as is required pursuant to the General Corporation Law of Delaware or the provisions of this Certificate of Incorporation, as the case may be."
Stockholder Voting. (a) Except as otherwise provided in this Restated Certificate of Incorporation or required by law, with respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of any outstanding shares of Class A Stock and the holders of any outstanding shares of Class B Stock shall vote together without regard to class, and every holder of the outstanding shares of Class A Stock shall be entitled to cast thereon one (1) vote in person or by proxy for each share of Class A Stock standing in such holder’s name, and every holder of the outstanding shares of Class B Stock shall be entitled to cast thereon ten (10) votes in person or by proxy for each share of Class B Stock standing in such holder’s name.
(b) Until such time as the outstanding shares of Class B Stock no longer represent at least fifty percent (50%) of the Voting Power of the Voting Stock (the “Trigger Date”), in addition to any other vote required hereunder or by applicable law (and notwithstanding the fact that a lesser percentage may be specified by law or this Restated Certificate of Incorporation), the affirmative vote of the holders of one hundred percent (100%) of the Voting Power of all outstanding shares of Class B Stock, voting separately as a class, shall be required:
(i) to amend, alter or repeal any provision of this Restated Certificate of Incorporation, other than an amendment to Article II to change the registered office or registered agent of the Corporation, and other than an amendment effected pursuant to Section 151(g) of the DGCL (or any successor provision thereto); or
(ii) for (x) the disposition, directly or indirectly, by the Corporation (or by one or more direct or indirect subsidiaries thereof) by sale, merger, new issuances or otherwise, to a Person (other than the Corporation or a direct or indirect wholly owned subsidiary of the Corporation), in any transaction or series of related transactions, of shares of the capital stock of one or more direct or indirect Subsidiaries of the Corporation which, in the aggregate, hold all or substantially all of the assets of the Corporation and its Subsidiaries on a consolidated basis or (y) the disposition, directly or indirectly, by the Corporation (or by one or more direct or indirect subsidiaries thereof) by sale, merger or otherwise, (other than to the Corporation or a direct or indirect wholly owned subsidiary of the Corporation) in any transaction or series of...
Stockholder Voting. Presence at Quorom; Obligation to Support Purposes of this Agreement............................5 Section 1.04. Board Committees..............................................5 Section 1.05. Approval Rights...............................................5 Section 1.06. Corporate Opportunity.........................................8 Section 1.07. Proxy.........................................................8
ARTICLE II Transfers Section 2.01. Generally.....................................................9 Section 2.02. Compliance with Securities Laws...............................9 Section 2.03. Agreement to Be Bound.........................................9 Section 2.04. Tag-Along Right...............................................10
Stockholder Voting. The Stockholder hereby agrees to vote his shares of International as follows:
A. to consent to the Amendment as soon as is practicable;
B. to consent to the Additional Shares; and
C. Until the Additional Shares are issued, in all circumstances in which the Board of Directors of International seeks approval of its stockholders either voluntarily or by requirement of law, the Stockholder, together with certain other stockholders of International, shall deliver to the Channel shareholders proxies on a pro-rata basis based upon the number of shares each of Channel Shareholders owned as of the Closing Date such that the Channel Shareholders shall have the right to vote an aggregate of additional thirty four and two-thirds (34⅔%) percent of the total issued and outstanding shares of International.
Stockholder Voting. Holders of such number of shares of the issued and outstanding shares of Lyte Optronics Class A Common Stock and Lyte Optronics Series A Convertible Preferred Stock, voting together as a class, and of the Lyte Optronics Class B Common Stock voting separately as a class, have agreed in writing to vote for approval of the Merger and the actions contemplated thereby such that less than 5% of the outstanding shares of each such Class or Series shall have exercised, or shall have a continuing right to exercise, appraisal, dissenters' or similar rights under applicable law with respect to their shares by virtue of the Merger.
