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. Simultaneously with the ------------------------------------- execution of this Agreement, the persons and/or entities set forth on Schedule -------- 1.11 to the Digital Content 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. Holders of at least 60% of the issued and outstanding shares of StarNet Common Stock and Preferred Stock have agreed in writing to vote for the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (and to vote against proposals conflicting or inconsistent with this Agreement and the Merger) pursuant to the voting agreement attached hereto in the form of Exhibit G ("Voting Agreement") and pursuant to Irrevocable Proxies in the form attached as Exhibit A thereto ("Irrevocable Proxies").
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. 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. All of the persons and/or entities deemed "Affiliates" of Target within the meaning of Rule 145 promulgated under the Securities Act, and holders of more than 51% of the sum of (i) all of the Target Common Stock issued and outstanding and (ii) all of the Target Preferred Stock issued and outstanding, have agreed in writing to vote for approval of the Merger pursuant to voting agreements attached hereto as Exhibit D ("Voting Agreements"), and pursuant to Irrevocable Proxies attached thereto as Exhibit A ("Irrevocable Proxies").
Voting Agreement; Irrevocable Proxies. Target shall use its best efforts, on behalf of Acquiror and pursuant to the request of Acquiror, to cause holders of more than 51% of the sum of (a) all shares of Target Common Stock issued and outstanding and (b) all shares of Target Preferred Stock issued and outstanding to execute and deliver to Acquiror a Voting Agreement substantially in the form of Exhibit D and an Irrevocable Proxy substantially in the form of Exhibit A attached thereto concurrently with the execution of this Agreement and in any event prior to the time that the Information Statement is mailed to the shareholders of Target.
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.
