TABLE OF CONTENTS. ARTICLE I
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).
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TABLE OF CONTENTS. Xxxxxxxxx has further agreed that, except as disclosed on a schedule to the Merger Agreement, from the date of the Merger Agreement until the Effective Time, unless Parent otherwise consents in writing (which consent shall not be unreasonably withheld, delayed or conditioned), Xxxxxxxxx shall not, nor shall Xxxxxxxxx permit any of its subsidiaries to: • authorize, declare or pay any dividends on or make any distribution with respect to the Shares (whether in cash, assets, shares or other) or enter into any agreement with respect to the voting of its capital stock, except dividends or distributions by any subsidiary to Xxxxxxxxx or to any wholly owned subsidiary of Xxxxxxxxx; • split, combine, reduce or reclassify any of its capital stock, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock, except for any such transaction by a wholly owned subsidiary of Xxxxxxxxx which remains a wholly owned subsidiary of Xxxxxxxxx after consummation of such transaction; • except as provided in the Merger Agreement, required by applicable law or any Xxxxxxxxx benefit plan in effect on the date of the Merger Agreement, (i) increase the compensation or benefits payable or to become payable to, or for the benefit of, any of its current or former directors, officers, employees or other service providers who are natural persons, (ii) enter into, amend or modify any employment, severance, change-in-control, termination or retention agreement with, or for the benefit of, any of its current or former directors, officers, employees or other service providers who are natural persons, (iii) establish, adopt, enter into, amend or terminate any Xxxxxxxxx benefit plan, (iv) take any action to accelerate any payment or benefit, or the funding of any payment or benefit, payable or to become payable to, or for the benefit of, any of its directors, employees or other service providers who are natural persons, other than in the ordinary course of business consistent with past practice, (v) establish, enter into, adopt or amend any works council, collective bargaining or similar labor-related agreement or make any commitment to incur any liability to any labor organization, except as required by applicable Law, (vi) hire, elect, appoint or terminate any director or officer, or (vii) except as publicly announced prior to the date of the Merger Agreement, announce, implement or effect any material reduction in ...
TABLE OF CONTENTS. ARTICLE 1 - PREAMBLE 1
TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (A...
TABLE OF CONTENTS. Article Item Page 1 Recognition 1 2 Management Functions 2 3 Union Security 2 4 Union Representation 6 5 Union Representation (Stewards) 9 6 Grievance Procedure 11 7 Arbitration 16 8 Discipline 18 9 No Strikes – No Lockouts 19 10 Probationary Period 19 11 Seniority 21 12 Loss of Seniority 26 13 Job Posting 28 14 Jury Leave 32 15 Bereavement Leave 33 16 Leave 35 17 Union Duty Leave 38 18 Pregnancy, Parental, Adoptions and Paternity Leave 41 19 Sick Leave 47 20 Holidays 52 21 Vacations 55 22 Hours of Work 59 23 Wages 66 24 Employee Benefits and Pension Plans 68 25 General 72 26 Health and Safety 00 00 Xxxxxxxxxxxxxx 00 00 Duration or Modification of Agreement 82 Schedule “A” – Basic Hourly Rates 83 Schedule “B” – Basic Hourly Rates P/T 85 Letters of Intent Apprenticeship Program 86 Custodial Classification 87 Job Posting 89 Job Registry 90 Merger and Amalgamation 91 Part-Time Employees 92 Letters of Understanding: Health and Safety 93 Roving Crews 95 Staffing of Newly Owned University Buildings 96 Seniority (Part-time Employees) 97 Appendix “A” 98
TABLE OF CONTENTS. Section 1. DESCRIPTION OF TRANSACTION 2 1.1 Merger of Merger Sub into the Company 2 1.2 Effects of the Merger 2 1.3 Closing; Effective Time 2 1.4 Certificate of Incorporation and Bylaws; Directors and Officers 2 1.5 Conversion of Shares 2 1.6 Closing of the Company’s Transfer Books 3 1.7 Exchange of Certificates 4 1.8 Issuance of Shares of Surviving Corporation 5 1.9 Tax Consequences 5 1.10 Further Action 6 1.11 Dissenting Shares 6 Section 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 6 2.1 Subsidiaries; Due Organization; Etc. 6 2.2 Certificate of Incorporation and Bylaws 7 2.3 Capitalization; Ownership of Subsidiary 7 2.4 Financial Statements 9 2.5 Absence of Changes 10 2.6 Title to Tangible Assets 11 2.7 Equipment; Real Property; Leasehold 12 2.8 Intellectual Property 12 2.9 Contracts 15 2.10 Liabilities 18 2.11 Compliance with Legal Requirements; Regulatory Matters 18 2.12 Certain Business Practices 19 2.13 Governmental Authorizations 19 2.14 Tax Matters 20 2.15 Employee and Labor Matters; Benefit Plans 21 2.16 Environmental Matters 24 2.17 Insurance 25 2.18 Transactions with Affiliates 25 2.19 Legal Proceedings; Orders 25 2.20 Authority; Binding Nature of Agreement 25 2.21 Inapplicability of Section 203 of the DGCL and other Anti-takeover Statute 26 2.22 Vote Required 26 2.23 Non-Contravention; Consents 26 2.24 No Broker Fee 27 2.25 Acknowledgement by the Company 27 2.26 Private Placement 27 Section 3. REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB 27 3.1 Subsidiaries; Due Organization; Etc. 28 3.2 Certificate of Incorporation and Articles 28
TABLE OF CONTENTS. ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1
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