Vote in Favor of the Merger. Stockholders holding at least 90% of the Company Stock outstanding immediately prior to the Effective Time must have voted such stock in favor of or consented in writing to the approval and adoption of this Agreement and the other transactions contemplated by this Agreement;
Vote in Favor of the Merger. During the period commencing on the date hereof and terminating at the Effective Time, Stockholder, solely in Stockholder's capacity as a Stockholder of Parent, agrees to vote (or cause to be voted) all of the Shares at any meeting of the Stockholders of Parent or any adjournment thereof, and in any action by written consent of the Stockholders of the Company, (i) in favor of the approval of Share Issuance, the Charter Amendment, the Merger Agreement (including the principal terms thereof) and the Merger, and in favor of the other transactions contemplated by the Merger Agreement, (ii) against any Parent Acquisition Transaction or any other action that could reasonably be expected to delay or not to facilitate approval of the Merger, (iii) against any action or agreement that could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent under the Merger Agreement or that could reasonably be expected to result in any of the conditions to the Parent's obligations under the Merger Agreement not being fulfilled, and (iv) in favor of any other matter relating to the consummation of the transactions contemplated by the Merger Agreement.
Vote in Favor of the Merger. If for any reason the Proxy is deemed to be invalid, during the period commencing on the date hereof and terminating at the Effective Time, the Principal Stockholder, solely in the Principal Stockholder’s capacity as a stockholder 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 (whether held directly or beneficially and whether now owned or hereafter acquired), (i) in favor of the adoption of the Merger Agreement and approval of the Merger, and in favor of the other transactions contemplated by the Merger Agreement and (ii) in favor of any other matter directly relating to the consummation of the transactions contemplated by the Merger Agreement. If the Principal Stockholder is the beneficial owner, but not the record holder, of the Company Stock, the Principal Stockholder agrees to take all commercially reasonable actions necessary to cause the record holder and any nominees to vote all of the Company Stock in accordance with the foregoing provisions.
Vote in Favor of the Merger. During the period commencing on the date hereof and terminating at the Effective Time, Stockholder, solely in Stockholder’s capacity as a stockholder of the Company (and not, if applicable, in Stockholder’s capacity as an officer or director 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 and approval of the Merger, and in favor of the other transactions contemplated by the Merger Agreement, (ii) in favor of any other matter relating to the consummation of the transactions contemplated by the Merger Agreement and (iii) except for the Merger and the Merger Agreement, against any merger, consolidation, business combination, reorganization, recapitalization, liquidation or sale or transfer of any material assets of the Company or its subsidiaries or agreement contemplating any of the foregoing.
Vote in Favor of the Merger. During the period commencing on the date hereof and terminating at the Effective Time, Stockholder, solely in Stockholder’s capacity as a stockholder of the Company (and not, if applicable, in Stockholder’s capacity as an officer or director 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 and approval of the Merger, and in favor of the other transactions contemplated by the Merger Agreement, (ii) in favor of any other matter relating to the consummation of the transactions contemplated by the Merger Agreement and (iii) except for the Merger and the Merger Agreement, against any merger, consolidation, business combination, reorganization, recapitalization, liquidation or sale or transfer of any material assets of the Company or its subsidiaries or agreement contemplating any of the foregoing; provided, however, in the event that the Board of Directors of the Company shall have, pursuant to (and in compliance with) Section 6.01(c) of the Merger Agreement, changed the Company Board Recommendation in light of a Company Superior Proposal, the voting requirements of this Section 2.02 shall not be applicable and Stockholder shall be entitled to vote all of the Shares at the discretion of
Vote in Favor of the Merger. During the period commencing on the date of this Voting Agreement and ending on the Expiration Date, Stockholder, solely in the Stockholder's capacity as a stockholder of Razor (and not, if applicable, in the Stockholder's capacity as an officer or director of Razor), agrees to vote (or cause to be voted) all of the Stockholder's Shares at any meeting of the stockholders of Razor or any adjournment thereof, or in any action by written consent of the stockholders of Razor, (a) in favor of the adoption of the Agreement and approval of the Merger, and in favor of the other transactions contemplated by the Agreement, including any stockholder vote required by the Amended and Restated Certificate of Incorporation of Razor (the "Restated Certificate"), (b) in favor of any other matter reasonably relating to the consummation or facilitation of the transactions contemplated by the Agreement for which a stockholder vote would be required, and (c) except for the Merger and the Agreement, against any Razor Acquisition Proposal (as defined in the Agreement) or any merger, consolidation, sale of assets, recapitalization or other business combination involving Razor or any other action or agreement that could reasonably be expected to result in a material breach of any covenant, representation or warranty or any other obligation or agreement of Razor under the Agreement or that could reasonably be expected to result in any of the conditions to Razor's obligations under the Agreement not being fulfilled.
Vote in Favor of the Merger. Stockholders holding more than fifty percent (50%) of the Company Common Stock and Stockholders holding at least ninety percent (90%) of each of (i) the Company Stock and (ii) Company Preferred Stock, each voting separately as a class, outstanding as of March 8, 2011 must have voted such stock in favor of, or consented in writing to, the approval and adoption of this Agreement and the other transactions contemplated by this Agreement;
Vote in Favor of the Merger. Stockholders holding not less than One Hundred Percent (100%) of the Company Common Stock outstanding immediately prior to the Effective Time must have voted such stock in favor of the approval and adoption of this Agreement and the other transactions contemplated by this Agreement.
Vote in Favor of the Merger. By their execution of this Agreement each of the Bioethics Principal Stockholders and the Silq Principal Stockholders hereby covenant and agree to respectively vote all of their shares of voting capital stock of each of Bioethics and Silq IN FAVOR of the Merger and all of the transactions contemplated hereby. In such connection, each of the Bioethics Principal Stockholders and the Silq Principal Stockholders shall execute all such stockholder resolutions and/or consents, information statements and/or proxy statements as may be legal required to carry out the Reverse Split, the Merger and the other transactions contemplated hereby.
