Voting and Support. During the Term, each of the Preferred Purchasers does hereby irrevocably agree to vote (or cause to be voted) all of the Shares (as defined in Section 6(a) below) held, or to be issued to it at any time, by it at every annual, special or adjourned meeting of the stockholders (including any consent in lieu of a meeting) of the Company (i) in favor of the adoption of each of the Proposals set forth on Annex A attached hereto and the approval of the transactions contemplated by the Series M Stock Purchase Agreements, (ii) against any proposal relating to any 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 Series M Stock Purchase Agreements or which would result in any of the conditions to the Company’s obligations under the Series M Stock Purchase Agreements not being fulfilled, (iii) in favor of any other matter relating to the consummation of the transactions contemplated by the Series M Stock Purchase Agreements, and (iv) except as specifically requested in writing by the Company in advance, against any other action which is intended or would reasonably be expected to impede, interfere with, delay postpone, discourage or materially adversely affect the Investment, the transactions contemplated by the Series M Stock Purchase Agreements or the contemplated economic benefits of any of the foregoing. During the Term, the Preferred Purchasers will not enter into any agreement or understanding with any Person to vote in any manner inconsistent with this Section 2.
Voting and Support. The Purchaser hereby agrees, from the date hereof until the termination of this Agreement in accordance with its terms, that:
(a) at any meeting of the Company Shareholders called to vote upon the Transaction Resolutions (including the Meeting) or at any adjournment or postponement thereof or in any other circumstance upon which a vote, consent or other approval with respect to the Transaction Resolutions is sought (including by written consent in lieu of a meeting), to vote or to cause to be voted all voting rights attaching to the Subject Shares in favour of: (i) the Transaction Resolutions and (ii) any other matter necessary for the approval of the Transaction Resolutions (including in favour of all related matters reasonably recommended by the Board or management of the Company);
(b) at any meeting of the Company Shareholders called to vote upon the Transaction Resolutions (including the Meeting) or at any adjournment or postponement thereof or in any other circumstance upon which a vote, consent or other approval of all or some of the Company Shareholders is sought (including by written consent in lieu of a meeting), to vote or to cause to be voted all voting rights attaching to the Subject Shares against any action, proposal, transaction or agreement that could reasonably be expected to impede, delay, prevent, interfere with, frustrate or discourage the approval of the Transaction Resolutions;
(c) no later than five (5) Business Days prior to the deadline for the delivery of proxies in respect of the Meeting, to deliver or to cause to be delivered to the Company or its transfer agent, in accordance with the instructions to be set out in the Circular, duly executed proxies or voting instruction forms, as the case may be, voting in favour of the Transaction Resolutions, such proxy or voting instruction forms not to be revoked or withdrawn without the prior written consent of the Company;
(d) until such time as the record date for the Meeting has passed, not to, directly or indirectly (i) sell, transfer, gift, assign, grant a participation interest in, option, pledge, hypothecate, grant a security or voting interest in or otherwise convey or encumber (each, a "Transfer"), or enter into any agreement, option or other arrangement (including any profit sharing arrangement, forward sale or other monetization arrangement) with respect to the Transfer of any of its Subject Shares to any Person; or (ii) agree to take any actions described in the foregoing clau...
Voting and Support. During the Term, each of the Preferred Holders does hereby irrevocably agree to vote (or cause to be voted) all of the Shares (as defined in Section 7(a) below) held by it at every annual, special or adjourned meeting of the stockholders (including any consent in lieu of a meeting) of the Company (i) in favor of the adoption of each of the Proposals set forth on Annex A attached hereto and the approval of the transactions contemplated by the Stock Purchase Agreements, (ii) against any proposal relating to any 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 Stock Purchase Agreements or which would result in any of the conditions to the Company’s obligations under the Stock Purchase Agreements not being fulfilled, (iii) in favor of any other matter relating to the consummation of the transactions contemplated by the Stock Purchase Agreements, and (iv) except as specifically requested in writing by the Company in advance, against any other action which is intended or would reasonably be expected to impede, interfere with, delay postpone, discourage or materially adversely affect the Investment, the transactions contemplated by the Stock Purchase Agreements or the contemplated economic benefits of any of the foregoing. During the Term, the Preferred Holders will not enter into any agreement or understanding with any Person to vote in any manner inconsistent with this Section 2.
Voting and Support. Each Party agrees that at the Helix Meeting, or at any adjournment or postponement thereof, or in any other circumstances upon which a vote, consent or other approval (including by written consent or resolution) of the Helix Shareholders is sought (a “Helix Shareholders’ Vote”) with respect to the matters set out in the Concerned Shareholders’ Circular, each Party shall:
(a) when a Helix Shareholders’ Vote is held, appear at such Helix Shareholders’ Vote or otherwise cause all common shares of Helix (“Helix Shares”) beneficially owned by such Party to be counted as present thereat for the purpose of establishing a quorum; and
(b) vote, or cause to be voted, all Helix Shares beneficially owned by such Party in accordance with the recommendations of the Concerned Shareholders set out in the Concerned Shareholders’ Circular.
Voting and Support. SECTION 1.1 VOTING AT STOCKHOLDERS' MEETING. Parent shall vote or cause to be voted all of the Shares (i) in favor of approval of the Pre-Closing Dissolution at the Stockholders' Meeting and (ii) against any matters which would reasonably be expected to be inconsistent with the Pre-Closing Transactions or the transactions contemplated by the Stock Purchase Agreement, prior to the first to occur of (a) the date on which the Stock Purchase Agreement is terminated in accordance with its terms and (b) the Closing.
Voting and Support
