Stockholder Voting Agreement. The Company shall have received a counterpart of the Stockholder Voting Agreement, which shall have been executed and delivered by a duly authorized officer of the Investor.
Stockholder Voting Agreement. At every meeting of the stockholders of TriPath with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of TriPath with respect to any of the following, each of the Stockholders shall vote all shares of capital stock of TriPath owned or controlled by such Stockholder (i) in favor of approval of the issuance of the Shares and the Warrants and any matter that could reasonably be expected to facilitate the transactions contemplated hereby and (ii) against approval of any proposal made in opposition to or competition with consummation of the transactions contemplated hereby. Each Stockholder agrees not to take any actions contrary to its obligations under this Agreement.
Stockholder Voting Agreement. The Company, each Investor, Mr. ---------------------------- Sirangelo and the other parties listed in the Stockholder Voting Agreement shall have executed and delivered the Stockholder Voting Agreement.
Stockholder Voting Agreement. Company shall use its commercially ---------------------------- reasonable efforts, on behalf of Parent, and pursuant to the request of Parent, to cause certain officers and directors of Company to execute and deliver to Parent a Stockholder Voting Agreement substantially in the form attached hereto as Exhibit C and an Irrevocable Proxy substantially in the form of Attachment A --------- attached thereto concurrently with the execution of this Agreement.
Stockholder Voting Agreement. 14 5.9 Investors' Rights Agreement.................................. 14 5.10 Restated Articles............................................ 14 5.11
Stockholder Voting Agreement. 15 6.6 Investors' Rights Agreement.................................. 15
Stockholder Voting Agreement. On or prior to the date of this Agreement, the Target has delivered to the Parent fully executed copies of Stockholder Voting Agreements from each of Xxxxx Xxxxx, Muwaffa Xxxxxx and Xxxx Xxxxxxxx, with respect to shares of the Common Stock, and from each of Muwaffa Xxxxxx, Edges Technologies, Xxxxx Xxxxxxx, Yellow Mountain Holdings, Inc., East and West International Group, Xxxxx Xxxxxxxxxx Al-Zarouni, Xxxxxxxxxx Xxxxxx Xxxxxx Xx-Xxxxxxx, Xx. Xxxxxxx Xxxxxxx, Xxxxx Xxxx Xxxx, Xxxxxx Xxxxxx Bin Zayed Al Nehayan, Xxxxx Xxxxx and Xxxxxx Xxxxx Xxxxxx, with respect to shares of the Preferred Stock. Collectively, the number of shares of the Target Stock subject to the Stockholder Voting Agreements constitute a sufficient number of shares of the Preferred Stock necessary to approve the waiver of the liquidation preference for the Preferred Stock contained in the Target's certificate of incorporation, and a sufficient number of shares of the Target Stock necessary to approve the transactions contemplated by this Agreement, including without limitation the Merger. The Stockholder Voting Agreements constitute the valid and legally binding obligations of each of Xxxxx Xxxxx, Muwaffa Xxxxxx and Xxxx Xxxxxxxx with respect to shares of the Common Stock, and of each of Muwaffa Xxxxxx, Edges Technologies, Xxxxx Xxxxxxx, Yellow Mountain Holdings, Inc., East and West International Group, Xxxxx Xxxxxxxxxx Al-Zarouni, Xxxxxxxxxx Xxxxxx Xxxxxx Xx-Xxxxxxx, Xx. Xxxxxxx Xxxxxxx, Xxxxx Xxxx Xxxx, Xxxxxx Xxxxxx Bin Zayed Al Nehayan, Xxxxx Xxxxx and Xxxxxx Xxxxx Xxxxxx, with respect to shares of the Preferred Stock, and are enforceable in accordance with their terms.
Stockholder Voting Agreement. The Stockholder Parties (as defined below) agree that, for so long as this Agreement remains effective, each Stockholder Party shall vote or consent, or cause to be voted or a consent executed, all shares of capital stock beneficially owned by such Stockholder Party in favor of Director or a Designee at any meeting (or action by written consent in lieu thereof) in which Director or a Designee is nominated for election to the Board.
Stockholder Voting Agreement. 17 SECTION 12. MISCELLANEOUS..........................................................................17 12.1. NOTICES..............................................................................17 12.2.
Stockholder Voting Agreement. From and after the date of this Agreement and until it is terminated in accordance with the terms hereof, each of the Stockholders shall vote all of his, her or its shares and any other voting securities of AdStar (whether now owned or hereafter acquired) over which such Stockholder has voting control and shall take all other necessary or desirable actions within its control including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), so that the Nominee be elected to the Board. Each of the Stockholders agrees that this Agreement and the obligations hereunder shall attach to his, her or its shares and shall be binding upon any person or entity to which legal or beneficial ownership of any or all of his, her or its shares shall pass, whether by operation of law or otherwise, including, without limitation, the successors and assigns of each Stockholder.
