Vote in Favor of Merger. During the period commencing on the date hereof and terminating at the Termination Time (as defined in Section 1.04 hereof), Stockholder, solely in Stockholder’s capacity as a Stockholder of the Company and without limiting any action that Stockholder might take as an officer or a director of the Company or as a member of any committee of the Board of Directors of the Company, agrees to vote (or cause to be voted) all of the Shares at any meeting of the stockholders of the Company or any adjournment thereof, and in any action by written consent of the stockholders of the Company, (i) in favor of the adoption of the Merger Agreement by the Company and in favor of the other transactions contemplated by the Merger Agreement, (ii) against any merger, consolidation, sale of assets, recapitalization or other business combination involving the Company (other than the Merger) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which would result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Ariba Inc), Voting Agreement (Ariba Inc)
Vote in Favor of Merger. During the period commencing on the date hereof and terminating at on the Termination Time (as defined in Section 1.04 hereof)Date, Stockholderthe Shareholder, solely in Stockholder’s the Shareholder's capacity as a Stockholder shareholder of the Company and without limiting any action that Stockholder the Shareholder might take as an officer of the Company (including at the direction of the Board of Directors of the Company) or a director of the Company or as a member of any committee of the Board of Directors of the CompanyCompany (including voting on any matter), other than any such limits as are imposed by the Merger Agreement, agrees to vote (or cause to be voted) all of the Shares at any meeting of the stockholders shareholders of the Company or any adjournment thereof, and in any action by written consent of the stockholders shareholders of the Company, (ia) in favor of the adoption of the Merger Agreement by the Company and in favor of the other transactions contemplated by the Merger Agreement, and (iib) against any merger, consolidation, sale of assets, recapitalization or other business combination involving the Company (other than the Merger) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which would result in any of the conditions to the Company’s 's or Purchaser's obligations under the Merger Agreement not being fulfilled, and (iiic) in favor of any other matter relating to and necessary for the consummation of the transactions contemplated by the Merger Agreement.
Appears in 2 contracts
Samples: Shareholder Agreement (Sanchez Computer Associates Inc), Shareholder Agreement (Sanchez Computer Associates Inc)
Vote in Favor of Merger. During the period commencing on the date hereof and terminating at the Termination Time (as defined Effective Time, in Section 1.04 hereof)order to, Stockholderamong other things, permit RIJA to surrender the Shares in accordance with the Merger Agreement, each Shareholder, solely in Stockholder’s such Shareholder's capacity as a Stockholder of the Company and without limiting any action that Stockholder might take as an officer or a director of the Company or as a member of any committee of the Board of Directors shareholder of the Company, agrees to vote (or cause to be voted) all of the such Shareholder's Shares at any meeting of the stockholders shareholders of the Company or any adjournment thereofCompany, and in any action by written consent of the stockholders shareholders of the Company, (i) in favor of the adoption of the Merger Agreement by the Company and in favor of the other transactions contemplated by the Merger Agreement, (ii) against any merger, consolidation, sale of assets, recapitalization or other business combination involving the Company (other than the Merger) or any other action or agreement agreement, in each case, that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries under the Merger Agreement or which would result in any of the conditions to the Company’s 's or any of its Subsidiaries' obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Agreement.
Appears in 1 contract
Samples: Voting Agreement (Wackenhut Corp)
Vote in Favor of Merger. During the period commencing on the date hereof and terminating at the Termination Time (as defined in Section 1.04 hereof)Effective Time, Stockholder, solely in Stockholder’s 's capacity as a Stockholder of the Company and without limiting any action that the Stockholder might take as an officer or a director of the Company or as a member of any committee of the Board of Directors of the Company, agrees to vote (or cause to be voted) all of the Shares at any meeting of the stockholders of the Company or any adjournment thereof, and in any action by written consent of the stockholders of the Company, thereof (i) in favor of the adoption of the Merger Agreement by the Company and in favor of the other transactions contemplated by the Merger Agreement, Agreement and (ii) against any merger, consolidation, sale of assets, recapitalization or other business combination involving the Company (other than the Merger) or any other action or agreement that would result in a material breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which would result in any of the conditions to the Company’s 's obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Agreement.
Appears in 1 contract
Samples: Voting Agreement (Selectica Inc)
Vote in Favor of Merger. During the period commencing on the date hereof and terminating at on the Termination Time (as defined in Section 1.04 hereof)Date, Stockholderthe Shareholder, solely in Stockholderthe Shareholder’s capacity as a Stockholder shareholder of the Company and without limiting any action that Stockholder the Shareholder might take as an officer of the Company (including at the direction of the Board of Directors of the Company) or a director of the Company or as a member of any committee of the Board of Directors of the CompanyCompany (including voting on any matter), other than any such limits as are imposed by the Merger Agreement, agrees to vote (or cause to be voted) all of the Shares at any meeting of the stockholders shareholders of the Company or any adjournment thereof, and in any action by written consent of the stockholders shareholders of the Company, (ia) in favor of the adoption of the Merger Agreement by the Company and in favor of the other transactions contemplated by the Merger Agreement, and (iib) against any merger, consolidation, sale of assets, recapitalization or other business combination involving the Company (other than the Merger) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which would result in any of the conditions to the Company’s or Purchaser’s obligations under the Merger Agreement not being fulfilled, and (iiic) in favor of any other matter relating to and necessary for the consummation of the transactions contemplated by the Merger Agreement.
Appears in 1 contract
Samples: Shareholder Agreement (Sanchez Computer Associates Inc)
Vote in Favor of Merger. During the period commencing on the date hereof and terminating at the Termination Time (as defined in Section 1.04 hereof)Effective Time, Stockholder, solely in Stockholder’s 's capacity as a Stockholder of the Company and without limiting any action that the Stockholder might take as an officer or a director of the Company or as a member of any committee of the Board of Directors of the Company, agrees to vote (or cause to be voted) all of the Shares at any meeting of the stockholders of the Company or any adjournment thereof, and in any action by written consent of the stockholders of the Company, (i) in favor of the adoption of the Merger Agreement by the Company and approval of the Merger, and in favor of the other transactions contemplated by the Merger Agreement, (ii) against any merger, consolidation, sale of assets, recapitalization or other business combination involving the Company (other than the Merger) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which would result in any of the conditions to the Company’s 's obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Agreement.
Appears in 1 contract
Samples: Voting Agreement (Ariba Inc)
Vote in Favor of Merger. During the period commencing on ----------------------- the date hereof and terminating at the Termination Time (as defined in Section 1.04 hereof)Effective Time, Stockholder, solely in Stockholder’s 's capacity as a Stockholder of the Company and without limiting any action that Stockholder might take as an officer or a director of the Company or as a member of any committee of the Board of Directors of the Company, agrees to vote (or cause to be voted) all of the Shares at any meeting of the stockholders of the Company or any adjournment thereof, and in any action by written consent of the stockholders of the Company, Company (i) in favor of the adoption of the Merger Agreement by and approval of the Company Merger, and in favor of the other transactions contemplated by the Merger Agreement, (ii) against any merger, consolidation, sale of assets, recapitalization or other business combination involving the Company (other than the Merger) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which would result in any of the conditions to the Company’s 's obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Agreement.
Appears in 1 contract
Samples: Voting Agreement (Ashford Com Inc)