Voting Agreement; Irrevocable Proxies. The persons and/or entities set forth on Schedule 3.22 to the Charts Disclosure Letter have agreed in writing to vote for approval of this Agreement and the Merger (and to vote against proposals conflicting or inconsistent with this Agreement and the Merger) pursuant to voting agreements attached hereto as Exhibits H 1-6 ("VOTING AGREEMENTS") and pursuant to Irrevocable Proxies in the form attached as Exhibit A thereto ("IRREVOCABLE PROXIES").
Voting Agreement; Irrevocable Proxies. The Company shall cause Xxxxxxx Xxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx and Xxxxxxx Xxxxxxx to execute and deliver to Parent a Voting Agreement (including Irrevocable Proxy) in the form of Exhibit A hereto concurrently with the execution of this Agreement.
Voting Agreement; Irrevocable Proxies. All of the persons and/or entities deemed "Affiliates" of Target within the meaning of Rule 145 promulgated under the Securities Act who are also officers or directors have agreed in writing to vote for approval of the Merger pursuant to a Voting and Proxy Agreement attached hereto as Exhibit C (collectively, the "Voting Agreements").
Voting Agreement; Irrevocable Proxies. Holders of more than eighty percent (80%) of the Target Common Stock issued and outstanding have signed and delivered to Acquiror Voting Agreements (together with executed Irrevocable Proxies in the form annexed thereto).
Voting Agreement; Irrevocable Proxies. Target shall cause Xxxxx X. Xxxxxxxx, Xxxxxxx Kassimidis, Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxx and Xxxxxxxx Xxxx to execute and deliver to Acquiror a Voting Agreement (including Irrevocable Proxy) in the form of Exhibit D hereto concurrently with the execution of this Agreement. Target hereby represents and warrants to Acquiror that such persons collectively hold a majority of all shares of Target Capital Stock issued and outstanding.
Voting Agreement; Irrevocable Proxies. The persons and/or entities set ------------------------------------- forth on Schedule 1.12 to the Velogic Disclosure Letter have agreed in writing ------------- to vote for approval of this Agreement and the Merger (and to vote against proposals conflicting or inconsistent with this Agreement and the Merger) pursuant to a voting agreement in the form attached hereto as Exhibit B ("Voting Agreement") and pursuant to Irrevocable Proxies in --------- the form attached as Exhibit A thereto ("Irrevocable Proxies"). ---------
Voting Agreement; Irrevocable Proxies. Simultaneously with the ------------------------------------- execution of this Agreement, the persons and/or entities set forth on Schedule --------
Voting Agreement; Irrevocable Proxies. All of the Selected Stockholders listed on Schedule 3.26 have agreed in writing to vote for approval of the Merger pursuant to the Voting Agreement.
Voting Agreement; Irrevocable Proxies. The Company shall cause Xxxxx Xxxx and Masato Toshima, the holders of no less than one-half of the shares of Company Common Stock, and Xxxx Xxxxxx and Xxxxx Xxx Xxxx, the holders of no less than one-half of the shares of the Company Preferred Stock, to execute and deliver to Parent a Voting Agreement (including Irrevocable Proxy) in the form of Exhibit A hereto concurrently with the execution of this Agreement. The Company hereby represents and warrants to Parent that such persons collectively hold a majority of the shares of Company Common Stock issued and outstanding and a majority of the shares of Company Preferred Stock issued and outstanding. The Company further hereby represents and warrants to Parent that approval by such shareholders is sufficient to obtain the necessary Company shareholder approval of the Merger, this Agreement and the related transactions contemplated hereby.
Voting Agreement; Irrevocable Proxies. Simultaneously with the execution of this Agreement, those Company Stockholders listed on Schedule 3.25 have agreed in writing to vote for approval of this Agreement and the Merger (and to vote against proposals conflicting or inconsistent with this Agreement and the Merger) pursuant to a voting agreement in the form attached hereto as Exhibit I (“Voting Agreement”) and pursuant to Irrevocable Proxies in the form attached as Exhibit A to the Voting Agreement (“Irrevocable Proxies”), and such Voting Agreements and Irrevocable Proxies are valid and binding obligations of the parties thereto, enforceable against the parties thereto in accordance with their respective terms.
