Voting and Lock-Up Agreement Clause Samples
Voting and Lock-Up Agreement. Dear ▇▇. ▇▇▇▇▇: Reference is made to the Stock Purchase Agreement dated as of November 24, 2006 (the “Purchase Agreement”) between Commonwealth Biotechnologies, Inc., a Virginia corporation, (“CBI”), PharmAust Chemistry Ltd, an Australian limited company (“Chemistry”), and PharmAust Limited, an Australian limited company (“PharmAust”). Terms used but not defined herein shall have the respective meanings set forth in the Purchase Agreement. In order to further induce CBI to continue to seek requisite approval of the Purchase Agreement from CBI’s shareholders and for other good and valuable consideration, and to clarify certain matters with respect to the parties, Chemistry and PharmAust hereby agree as follows:
1. For so long as Chemistry or PharmAust holds issued and outstanding shares of CBI’s common stock, each of Chemistry and PharmAust agree, at the discretion of CBI’s Board of Directors, to vote such shares of CBI’s common stock in favor of all director designees who are nominated by the Nominating Committee of CBI’s Board of Directors.
2. Without the prior written consent of CBI, which consent shall be in the sole discretion of CBI, each of Chemistry and PharmAust will not offer, sell, contract to sell, grant any option to purchase or otherwise dispose of any shares of CBI’s capital stock, or any securities convertible into or exercisable or exchangeable for CBI’s capital stock, or warrants to purchase shares of CBI’s capital stock (including, without limitation, securities of CBI which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon the exercise of a stock option or warrant) for a period of one (1) year after the date of the Purchase Agreement.
3. Furthermore and in furtherance of the agreements set forth in Sections 1 and 2 above, each of Chemistry and PharmAust hereby undertake not to effect any assignment, transfer or other conveyance of CBI common stock which would contravene the intent of Sections 1 or 2.
4. The parties hereto agree there shall be imprinted or otherwise placed, on certificates held by each of Chemistry and PharmAust the following restrictive legend: THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN VOTING AND LOCK-UP AGREEMENT AMONG COMMONWEALTH BIOTECHNOLOGIES, INC. (“CBI”) PHARMAUST CHEMISTRY, LTD. AND PHARMAUST LIMITED...
Voting and Lock-Up Agreement. The Lockup and Voting Agreement shall have been duly executed and delivered to Parent as of the date hereof by the individuals set forth on Schedule 4.10.
Voting and Lock-Up Agreement. Purchaser shall have obtained signed Voting and Lock-Up Agreements from Persons holding not less than forty percent (40%) of the common stock of Purchaser outstanding as of the date of this Agreement.
Voting and Lock-Up Agreement. Contemporaneously with the execution of this Agreement, the Company Principal Stockholder shall have delivered to Parent an executed Voting and Lock-Up Agreement.
Voting and Lock-Up Agreement. Dear ▇▇. ▇’▇▇▇▇▇: Reference is made to the Share Sale Agreement dated as of March 28, 2008 (the “Purchase Agreement”) between PharmAust Limited., an Australian limited corporation, (“PharmAust”), and VenturePharm Laboratories Limited (“VPL”). Pursuant to the terms of the Purchase Agreement, VPL has agreed to acquire, subject to, among others, applicable regulatory approvals, from PharmAust 2,150,000 shares of common stock, without par value per share (the “Shares”), of Commonwealth Biotechnologies, Inc. (“CBI”). In connection therewith, CBI and VPL, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agree as follows:
Voting and Lock-Up Agreement. CBI shall execute and deliver, and shall use commercially reasonable efforts to cause each person or entity listed on Confidential Schedule 5.15 to execute and deliver contemporaneously with the execution of this Agreement, a Voting and Lock Up Agreement. CBI acknowledges that, upon the execution and delivery of the Voting and Lock Up Agreements, such persons or entities shall have agreed that they will vote the CBI Shares owned by them in favor of this Agreement and the transactions contemplated hereby, including the Merger, subject to required regulatory approvals for the transactions contemplated by this Agreement.
Voting and Lock-Up Agreement. The directors and executive officers of Syntax and those additional persons specified in Exhibit C shall have entered into a Voting and Lock-Up Agreement in the form of Exhibit C hereto.