Voting and Support Sample Clauses

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.
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Voting and Support. (a) During the Voting and Support Period (as such term is hereinafter defined), the Scopia Parties hereby irrevocably and unconditionally agree, (I) at the Company’s 2017 annual meeting of stockholders and (II) at any special meeting of Company stockholders called for the purposes of obtaining Requisite Stockholder Approval (as such term in hereinafter defined), however called, including any postponement or adjournment thereof, in each case to the extent relating to or reasonably expected to affect or concern the Reclassification, that the Scopia Parties shall cause all shares of Common Stock beneficially owned, directly or indirectly, by them, and by any of their Associates as of the record dates for any annual or special meeting of Company stockholders, to appear, in person or by proxy, at each such meeting or otherwise cause such shares of Common Stock to be counted as present thereat for purposes of determining a quorum, and vote (or cause to be voted), in person or by proxy (returned sufficiently in advance of the deadline for proxy voting for the Company to have the reasonable opportunity to verify receipt), such shares of Common Stock (A) in favor of any and all persons nominated by the Board of Directors of the Company (the “Board”) for election as directors at such meetings, provided, that such nominees are selected in accordance with Section 5.8 of the Reclassification and at least eight of the thirteen nominees have been determined to be independent directors by the Board in accordance with relevant stock exchange rules, (B) in favor of approving the Proposed Amendments and any action reasonably requested by the Company in furtherance of the foregoing, including any proposal to postpone or adjourn any meeting of Company stockholders at which the Proposed Amendments are submitted for the consideration and vote of Company stockholders to a later date if there are not sufficient votes for approval of such matters or to establish a quorum on the date on which the meeting is held, (C) unless otherwise directed in writing by the Special Committee, against any action, agreement or transaction that would reasonably be expected to (1) be inconsistent with or contrary to the terms and conditions of the Proposed Amendments or (2) result in any of the conditions set forth in Article VI of the Reclassification Agreement not being satisfied on or before the Outside Date, (D) unless otherwise directed in writing by the Special Committee, against any change in ...
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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.
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Voting and Support. At all times throughout the period commencing on the Agreement Date and continuing until the earliest to occur of: (i) the consummation of the Merger, (ii) the termination of the Merger Agreement or (ii) the release of Holder's obligations under Section 4 of this Agreement (the "Term"), each Holder hereby irrevocably agrees to consent or vote (or cause to be voted) the Shares set forth on Schedule 1 (the “Voting Agreement Shares”) held by such Holder at every annual, special or adjourned meeting of the Stockholders, including any written consent in lieu of a meeting of Company: (i) in favor of the Merger, the adoption and approval of the transactions contemplated by the Merger Agreement, and the approval of the execution and delivery by the Company of the Merger Agreement, (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 Company under the Merger Agreement or where it would result in any of the conditions to Company's obligations under the Merger Agreement not being fulfilled, (iii) in favor of any other matter relating to the consummation of the Merger and the transactions contemplated by the Merger Agreement, and (iv) against any other action which is intended or would reasonably be expected to impede, interfere with, delay, postpone, discourage or materially adversely affect the transactions contemplated by the Merger Agreement. During the Term, Holder will not enter into any agreement or understanding with any Person to vote in any manner inconsistent with this Section .
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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.
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Voting and Support 
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Related to Voting and Support

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