Voting Covenant. Stockholder hereby agrees that, prior to the Expiration Date, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect to such meeting or consent to be voted: (a) in favor of: (i) the execution and delivery by the Company of the Merger Agreement; (ii) the adoption of the Merger Agreement; and (iii) each of the other actions contemplated by the Merger Agreement; and (b) against the following actions (other than the Merger and the Contemplated Transactions): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving any Acquired Corporation; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of any Acquired Corporation; (iii) any reorganization, recapitalization, dissolution or liquidation of any Acquired Corporation; (iv) any change in a majority of the board of directors of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws; (vi) any material change in the capitalization of the Company or the Company’s corporate structure; and (vii) any other action which is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Contemplated Transactions. Prior to the Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b)” or clause “(c)” of the preceding sentence.
Appears in 11 contracts
Samples: Voting Agreement (Rf Micro Devices Inc), Voting Agreement (Sirenza Microdevices Inc), Voting Agreement (Rf Micro Devices Inc)
Voting Covenant. Stockholder hereby agrees that, prior to during the Expiration DateSupport Period, at any meeting of the stockholders of the CompanyCompany Stockholders, however called, and in any written action by written consent of stockholders of the Company Stockholders (to the extent permitted by the Company’s Organizational Documents (as the same may be amended from time to time)), unless otherwise directed in writing by Parent, Stockholder shall cause any issued and outstanding shares of Company Common Stock the Subject Securities then Owned by Stockholder as of the record date with respect to such meeting or consent to be voted:
(a) in favor of: of (i) the execution Merger and delivery by the Company of the Merger Agreement; (ii) the adoption of the Merger Agreement; Agreement and the terms thereof, (iiiii) each of the other actions transactions contemplated by the Merger Agreement for which stockholder approval is sought at any such meeting, and (iii) any action in furtherance of any of the foregoing;
(b) against any action or agreement that would reasonably be expected to result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and
(bc) against the following actions (other than the Merger and the Contemplated Transactionsother transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving any Acquired CorporationAcquisition Proposal; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of any Acquired Corporation; (iii) any reorganization, recapitalization, dissolution or liquidation of any Acquired Corporation; (iv) any change in a majority of the board of directors of the Company; (v) any amendment to the Company’s certificate of incorporation or bylawsbylaws (except for any such amendment approved by Parent in writing); (viiii) any material change in the capitalization of the Company or the Company’s corporate structure; structure (except for any such change approved by Parent in writing), and (viiiv) any other action which is intended, or would reasonably be expected, intended to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Contemplated Transactions. Prior transactions contemplated by the Merger Agreement or this Agreement; provided, however, that notwithstanding anything herein to the Expiration Datecontrary, in the event of a Change in the Board Recommendation, all references to “Subject Securities” in this Section 4 shall automatically be deemed to instead be references the “Recommendation Change Shares”, without any action required on the part of Parent, Stockholder or any other Person and, provided, further, that Stockholder shall cause all Shares that are not Recommendation Change Shares to be voted in a manner that is proportionate to which all holders of Shares (other than the Shares held by the Support Stockholders and the Olberzes) vote in respect of such matter and, provided, further, that notwithstanding anything herein or in the Proxy to the contrary and for the avoidance of doubt, Stockholder shall not enter into any agreement or understanding with any Person be entitled to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b)” or clause “(c)” all of the preceding sentenceSubject Securities in favor of the amendment to the Company Charter required under the terms of the Crystal Credit Facility for which Company Stockholder approval is sought.
Appears in 5 contracts
Samples: Tender and Support Agreement (Levra Craig L), Tender and Support Agreement (Levra Craig L), Tender and Support Agreement (Levra Craig L)
Voting Covenant. Stockholder Shareholder hereby agrees that, prior to during the Expiration DateEffective Period, at any meeting of the stockholders shareholders of the Company, however called, and in any written action by written consent of stockholders shareholders of the Company, unless otherwise directed in writing by ParentAcquisition Sub, Stockholder Shareholder shall cause the Subject Securities to be voted as follows, including by instructing the Depositary to vote the Company Shares represented by any issued and outstanding shares of Company Common Stock ADSs Owned by Stockholder as of the record date with respect to such meeting or consent to be votedShareholder:
(a) in favor ofof each of the transactions and other related matters contemplated by the Master Agreement, including: (i) the execution and delivery by election of the Parent Designees to the Company Board in accordance with the terms of the Merger Master Agreement; and (ii) the adoption of the Merger Agreement; and (iii) each of the other actions contemplated by the Merger AgreementVoting Proposals; and
(b) against the following actions (other than the Merger and transactions contemplated by the Contemplated TransactionsMaster Agreement, including the Voting Proposals): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Acquired Corporationsubsidiary of the Company; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of any Acquired CorporationAcquisition Proposal; (iii) any reorganization, recapitalization, dissolution or liquidation of the Company or any Acquired Corporationsubsidiary of the Company; (iv) any change in a majority of the board of directors of the Company; (v) any amendment to the Company’s certificate articles of incorporation incorporation, bylaws or bylawsother similar charter document; (vi) any material change in the capitalization of the Company or the Company’s corporate structure; and (vii) any other action which is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, discourage postpone or materially and adversely affect any of the Merger transactions contemplated by the Master Agreement or cause the Minimum Condition or any of the other Contemplated TransactionsOffer Conditions to not be satisfied. Prior to During the Expiration DateEffective Period, Stockholder Shareholder shall not enter into any agreement or understanding legally binding commitment with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b)” or clause “(cb)” of the preceding sentence.
Appears in 5 contracts
Samples: Agreement to Tender and Voting Agreement, Agreement to Tender and Voting Agreement, Agreement to Tender and Voting Agreement (Ebay Inc)
Voting Covenant. Stockholder hereby agrees that, prior to during the Expiration DateVoting Period, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date Subject Securities (to the extent the Subject Securities have voting rights with respect to such meeting or consent the relevant matter) to be voted:
(a) in favor of: of (i) the Merger, the execution and delivery by the Company of the Merger Agreement; (ii) Agreement and the adoption and approval of the Merger Agreement; Agreement and the terms thereof, (iiiii) each of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any of the foregoing;
(b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and
(bc) against the following actions (other than the Merger and the Contemplated Transactions): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving any Acquired Corporation; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of any Acquired Corporation; (iii) any reorganization, recapitalization, dissolution or liquidation of any Acquired Corporation; (iv) any change in a majority of the board of directors of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws; (vi) any material change in the capitalization of the Company or the Company’s corporate structure; and (vii) any other action which is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Contemplated Transactions. Prior to the Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b)” or clause “(c)” of the preceding sentence.
Appears in 3 contracts
Samples: Voting and Support Agreement (Ebay Inc), Voting and Support Agreement (Gsi Commerce Inc), Voting and Support Agreement (Gsi Commerce Inc)
Voting Covenant. Subject to Section 3.4, Stockholder hereby agrees that, prior to during the Expiration DateVoting Period, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect to such meeting or consent Subject Securities to be voted:
(a) in favor of: of (i) the Merger, the execution and delivery by the Company of the Merger Agreement; (ii) Agreement and the adoption of the Merger Agreement; Agreement and the terms thereof, (iiiii) each of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any of the foregoing;
(b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and
(bc) against the following actions (other than the Merger and the Contemplated Transactions): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving any Acquired CorporationCompany; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of any Acquired CorporationCompany; (iii) any reorganization, recapitalization, dissolution or liquidation of any Acquired CorporationCompany; (iv) any change in a majority of the board of directors of the Company; (v) any amendment action or proposal to amend, or waive any provision of the Company’s certificate of incorporation or bylawsbylaws of the Company; (vi) any material change in the capitalization of the Company or the Company’s corporate structure; and (vii) any other action which is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Contemplated Transactions. Prior to the Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b)” or clause “(c)” of the preceding sentence.
Appears in 3 contracts
Samples: Voting and Support Agreement (Primoris Services Corp), Voting and Support Agreement (Primoris Services Corp), Voting and Support Agreement (Primoris Services Corp)
Voting Covenant. Stockholder Each Specified Shareholder hereby agrees that, prior to the Voting Expiration Date, at any meeting of the stockholders shareholders of the CompanyParent, however called, and at every adjournment or postponement thereof, and in any written action by written consent of stockholders the shareholders of the CompanyParent, unless otherwise directed in writing by Parentthe Company, Stockholder such Specified Shareholder shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect to such meeting or consent Specified Shareholder’s Subject Securities to be voted:
(a) in favor of: (i) the execution and delivery by the Company of the Merger Agreement; (ii) the adoption Parent Share Issuance and in favor of any action in furtherance of the Merger Agreement; and Parent Share Issuance;
(iiib) each against any action or agreement that would result in a breach of the other actions contemplated by any representation, warranty, covenant or obligation of Parent in the Merger Agreement; and
(bc) against the following actions (other than the Merger and the Contemplated Transactions): (i) any extraordinary corporate transactionaction, such as a mergeragreement, consolidation proposal or other business combination transaction involving Parent or any Acquired Corporation; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of any Acquired Corporation; (iii) any reorganization, recapitalization, dissolution or liquidation of any Acquired Corporation; (iv) any change in a majority of the board of directors of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws; (vi) any material change in the capitalization of the Company or the Company’s corporate structure; and (vii) any other action its subsidiaries which is intended, or would could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger Parent Share Issuance or any of the other Contemplated Transactionstransactions contemplated by the Merger Agreement or this Agreement. Prior to the Voting Expiration Date, Stockholder no Specified Shareholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b)” or clause “(c)” of the preceding sentence. Except as set forth in or contemplated by this Agreement, each Specified Shareholder may vote such Specified Shareholder’s Subject Securities in his, her or its discretion on all matters submitted for the vote of Parent’s shareholders or in connection with any meeting or written consent of Parent’s shareholders.
Appears in 3 contracts
Samples: Voting Agreement, Voting Agreement (Cavium, Inc.), Voting Agreement (Starboard Value LP)
Voting Covenant. Stockholder hereby agrees that, prior to during the Expiration DateVoting Period, at any meeting of the stockholders of the CompanyCompany (and at every adjournment or postponement thereof), however called, and in any written action by consent of the stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect to such meeting or consent Covered Securities to be voted:voted (including via proxy):
(a) in favor of: of (i) the execution and delivery by the Company of the Merger Agreement; (ii) the adoption of the Merger Agreement; , the terms thereof and all agreements related to the Mergers, (iiiii) each of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any of the foregoing;
(b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and
(bc) against the following actions (other than the Merger and the Contemplated Transactions): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Acquired Corporationof its Subsidiaries; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of the Company or any Acquired Corporationof its Subsidiaries; (iii) any reorganization, recapitalization, dissolution or liquidation of the Company or any Acquired Corporationof its Subsidiaries; (iv) any change in a majority of the board of directors of the Company; (v) any amendment to the Company’s certificate of incorporation or bylawsbylaws or other charter or organizational documents; (vi) any material change in the capitalization of the Company or the Company’s corporate structure; and (vii) any other action which is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger Mergers or any of the other Contemplated Transactions. Prior to the Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b)” or clause “(c)” of the preceding sentence.
Appears in 3 contracts
Samples: Voting and Support Agreement (Tidewater Inc), Voting and Support Agreement (Tidewater Inc), Voting and Support Agreement (Captain Q, LLC)
Voting Covenant. Stockholder hereby agrees that, prior to during the Expiration DateVoting Period, at any meeting of the stockholders of the CompanyCompany (and at every adjournment or postponement thereof), however called, and in any written action by consent of the stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect to such meeting or consent Covered Securities to be voted:voted (including via proxy):
(a) in favor of: of (i) the execution and delivery by the Company of the Merger Agreement; Merger, (ii) the adoption of the Merger Agreement; and (iii) each of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any of the foregoing;
(b) against approval of any proposal made in opposition to or in competition with the Merger or the Merger Agreement and against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and
(bc) against the following actions (other than the Merger and the Contemplated TransactionsMerger): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Acquired Corporationof its Subsidiaries; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties, rights or other assets of the Company or any Acquired Corporationof its Subsidiaries; (iii) any reorganization, recapitalization, dissolution or liquidation of the Company or any Acquired Corporationof its Subsidiaries; (iv) any change in a majority of the board of directors of the Company; (v) any amendment to the Company’s certificate of incorporation or bylawsbylaws or other charter or organizational documents; (vi) any material change in the capitalization of the Company or the Company’s corporate structure; and (vii) any other action which is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Contemplated Transactions. Prior to the Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b)” or clause “(c)” of the preceding sentenceMerger.
Appears in 3 contracts
Samples: Voting and Support Agreement (Vector Capital V, L.P.), Voting and Support Agreement (Cornerstone OnDemand Inc), Voting and Support Agreement (SharpSpring, Inc.)
Voting Covenant. Stockholder Each Member hereby agrees that, prior to during the Expiration DateVoting Period, at any meeting of the stockholders members of the Company, however called, and in any written action by consent of stockholders members of the Company, unless otherwise directed in writing by Parent, Stockholder such Member shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect to such meeting his, her or consent its Covered Securities to be voted:
(a) in favor of: of (i) the Merger, the execution and delivery by the Company of the Merger Agreement; (ii) Agreement and the adoption and approval of the Merger Agreement; Agreement and the terms thereof, (iiiii) each of the other actions contemplated by the Merger Agreement and (iii) any proposal in respect of which approval of the Company’s members is requested in furtherance of any of the foregoing;
(b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and
(bc) against the following actions (other than the Merger and the Contemplated Transactions): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving any Acquired CorporationCompany; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of any Acquired CorporationCompany; (iii) any reorganization, recapitalization, dissolution or liquidation of any Acquired CorporationCompany; (iv) other than in connection with the death or disability of any member of the board of directors, any change in a majority of the board of directors of the Company; (v) any amendment to the Company’s certificate Company Organizational Documents that would, or would be reasonably expected to, impede, interfere with, delay, postpone, or adversely affect the performance by Member of incorporation its obligations hereunder or bylawsthe consummation of the transactions contemplated by this Agreement or the Merger Agreement; (vi) any material change in the capitalization of the Company or the Company’s corporate structure; and (vii) other than any adjournment or postponement of the Company Members’ Meeting permitted by Section 5.2(a) of the Merger Agreement, any other action which is intended, or would reasonably be expected, expected to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Contemplated Transactions. Prior .
(d) Notwithstanding anything herein to the Expiration Datecontrary, Stockholder this Section 3.1 shall not enter into require any agreement or understanding with any Person Member to vote or give instructions consent (or cause to be voted or consented) any of his, her or its Covered Securities to amend the Merger Agreement or take any action that could result in any manner inconsistent with clause “(a)”, clause “(b)” or clause “(c)” of the preceding sentence.the
Appears in 2 contracts
Samples: Voting and Support Agreement (Fortress Investment Group LLC), Voting and Support Agreement (Fortress Investment Group LLC)
Voting Covenant. Stockholder Shareholder hereby agrees that, prior to during the Expiration DateEffective Period, at any meeting of the stockholders shareholders of the Company, however called, and in any written action by written consent of stockholders shareholders of the Company, unless otherwise directed in writing by ParentAcquisition Sub, Stockholder Shareholder shall vote or cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect to such meeting or consent Subject Securities to be voted, whether by the Record Holders or otherwise, including by instructing the Depositary to vote the Company Shares represented by any Company ADSs Owned by Shareholder:
(a) in favor ofof each of the transactions and other related matters contemplated by the Master Agreement, including: (i) the execution and delivery by election of the Parent Designees to the Company Board in accordance with the terms of the Merger Master Agreement; and (ii) the adoption of the Merger Agreement; and (iii) each of the other actions contemplated by the Merger AgreementVoting Proposals; and
(b) against the following actions (other than the Merger and transactions contemplated by the Contemplated TransactionsMaster Agreement, including the Voting Proposals): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Acquired Corporationsubsidiary of the Company; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of any Acquired CorporationAcquisition Proposal; (iii) any reorganization, recapitalization, dissolution or liquidation of the Company or any Acquired Corporationsubsidiary of the Company; (iv) any change in a majority of the board of directors of the Company; (v) any amendment to the Company’s certificate articles of incorporation incorporation, bylaws or bylawsother similar charter document; (vi) any material change in the capitalization of the Company or the Company’s corporate structure; and (vii) any other action which is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, discourage postpone or materially and adversely affect any of the Merger transactions contemplated by the Master Agreement or cause the Minimum Condition or any of the other Contemplated TransactionsOffer Conditions to not be satisfied. Prior to During the Expiration DateEffective Period, Stockholder Shareholder shall not enter into any agreement or understanding legally binding commitment with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b)” or clause “(cb)” of the preceding sentence.
Appears in 2 contracts
Samples: Agreement to Tender and Voting Agreement, Agreement to Tender and Voting Agreement (Ebay Inc)
Voting Covenant. Stockholder Each Member hereby agrees that, prior to during the Expiration DateVoting Period, at any meeting of the stockholders members of the Company, however called, and in any written action by consent of stockholders members of the Company, unless otherwise directed in writing by Parent, Stockholder such Member shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect to such meeting his, her or consent its Covered Securities to be voted:
(a) in favor of: of (i) the Merger, the execution and delivery by the Company of the Merger Agreement; (ii) Agreement and the adoption and approval of the Merger Agreement; Agreement and the terms thereof, (iiiii) each of the other actions contemplated by the Merger Agreement and (iii) any proposal in respect of which approval of the Company’s members is requested in furtherance of any of the foregoing;
(b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and
(bc) against the following actions (other than the Merger and the Contemplated Transactions): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving any Acquired CorporationCompany; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of any Acquired CorporationCompany; (iii) any reorganization, recapitalization, dissolution or liquidation of any Acquired CorporationCompany; (iv) other than in connection with the death or disability of any member of the board of directors, any change in a majority of the board of directors of the Company; (v) any amendment to the Company’s certificate Company Organizational Documents that would, or would be reasonably expected to, impede, interfere with, delay, postpone, or adversely affect the performance by Member of incorporation its obligations hereunder or bylawsthe consummation of the transactions contemplated by this Agreement or the Merger Agreement; (vi) any material change in the capitalization of the Company or the Company’s corporate structure; and (vii) other than any adjournment or postponement of the Company Members’ Meeting permitted by Section 5.2(a) of the Merger Agreement, any other action which is intended, or would reasonably be expected, expected to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Contemplated Transactions. Prior .
(d) Notwithstanding anything herein to the Expiration Datecontrary, Stockholder this Section 3.1 shall not enter into require any agreement or understanding with any Person Member to vote or give instructions consent (or cause to be voted or consented) any of his, her or its Covered Securities to amend the Merger Agreement or take any action that could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner inconsistent that (i) alters or changes the form of consideration to be paid in the Merger, (ii) adversely affects the tax consequences to such Member with clause “(a)”, clause “(b)” or clause “(c)” of respect to the preceding sentence.consideration to be received in the Merger,
Appears in 2 contracts
Samples: Voting and Support Agreement, Voting and Support Agreement (Fortress Investment Group LLC)
Voting Covenant. Stockholder Shareholder hereby agrees that, prior to during the Expiration DateSupport Period, at any meeting of the stockholders shareholders of the Company, however called, and in any written action by consent of stockholders shareholders of the Company, unless otherwise directed in writing by Parent, Stockholder Shareholder shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect to such meeting or consent Subject Securities to be voted:
(a) in favor of: of (i) the Merger, the execution and delivery by the Company of the Merger Agreement; (ii) Agreement and the adoption and approval of the Merger Agreement; Agreement and the terms thereof, (iiiii) each of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any of the foregoing;
(b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and
(bc) against the following actions (other than the Merger and the Contemplated Transactionstransactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any other Acquired Corporation; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of the Company or any other Acquired Corporation; (iii) any reorganization, recapitalization, dissolution or liquidation of the Company or any Acquired Corporation; subsidiary of the Company: (iv) any change in a majority of the board of directors of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws; (vi) any material change in the capitalization of the Company or the Company’s corporate structure; and (vii) any other action which is intended, or would could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Contemplated Transactionstransactions contemplated by the Merger Agreement or this Support Agreement. Prior to During the Expiration DateSupport Period, Stockholder Shareholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b)” or clause “(c)” of the preceding sentence.
Appears in 2 contracts
Samples: Voting and Support Agreement (Servidyne, Inc.), Voting and Support Agreement (Servidyne, Inc.)
Voting Covenant. Stockholder hereby agrees that, prior to during the Expiration DateVoting Period, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, at which the Merger Agreement and other related agreements (or any amended versions thereof) or such other related actions, are submitted for the consideration and vote of the stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect to such meeting or consent Subject Securities to be voted:
(a) in favor of: of (i) the Merger, the execution and delivery by the Company of the Merger Agreement; (ii) Agreement and the adoption and approval of the Merger Agreement; Agreement and the terms thereof, (iiiii) each of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any of the foregoing;
(b) against any action or agreement that would to Stockholder’s knowledge result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and
(bc) against the following actions (other than the Merger and the Contemplated Transactions): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving any Acquired Corporation; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of any Acquired Corporation; (iii) any reorganization, recapitalization, dissolution or liquidation of any Acquired Corporation; (iv) any change in a majority of the board of directors of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws; (vi) any material change in the capitalization of the Company or the Company’s corporate structure; and (vii) any other action which is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Contemplated Transactions. Prior to the Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b)” or clause “(c)” of the preceding sentence.
Appears in 2 contracts
Samples: Voting and Support Agreement (Ebay Inc), Voting and Support Agreement (Gsi Commerce Inc)
Voting Covenant. Stockholder hereby agrees that, prior to during the Expiration DateVoting Period, at any meeting of the stockholders of the Company, Company (however called), and at every adjournment or postponement thereof, and in any written action by written consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date Subject Securities with respect to such meeting or consent which Stockholder has voting rights to be voted:
(a) in favor of: (i) the execution Merger and delivery by the Company adoption of the Merger Agreement; (ii) the adoption of the Merger Agreement; and (iii) each of the other actions contemplated by the Merger Agreement; andand (iii) any action in furtherance of any of the foregoing;
(b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and
(c) against each of the following actions (other than the Merger and the other Contemplated Transactions): (i) any extraordinary corporate transaction, such as a merger, consolidation consolidation, amalgamation, plan or scheme of arrangement, share exchange or other business combination involving any Acquired CorporationCompany; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of any Acquired CorporationCompany; (iii) any reorganization, recapitalization, dissolution or liquidation of any Acquired CorporationCompany; (iv) any change in a majority of the board of directors of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws, which amendment may have the effect of (A) frustrating the purpose of, or breaching or nullifying any provision of, the Merger Agreement, (B) impeding, interfering with, preventing, delaying or adversely affecting the Merger or (C) changing the voting rights of any shares of capital stock of the Company; (viv) any material change in the capitalization of the Company or the Company’s corporate structure; and (viivi) any other action which is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Contemplated Transactions. Prior to the Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b)” or clause “(c)” of the preceding sentence.
Appears in 2 contracts
Samples: Voting and Support Agreement (Marvell Technology Group LTD), Voting and Support Agreement (Aquantia Corp)
Voting Covenant. Stockholder hereby agrees thatOn and after the July 5, 2003 and prior to the Voting Covenant Expiration Date, at any meeting of the stockholders of the CompanySeller, however called, and in any written action by written consent of stockholders of the CompanySeller, unless otherwise directed in writing by Parentthe Purchaser, Stockholder shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect all Subject Securities that are entitled under applicable corporate laws to vote at such meeting or by such written consent to be voted:voted (and to which Stockholder is entitled to vote):
(a) in favor of: (i) of the Acquisition and the execution and delivery by the Company Seller of the Merger Purchase Agreement; (ii) the adoption , in favor of the Merger Agreement; and (iii) each of the other actions contemplated by the Merger AgreementPurchase Agreement and in favor of any action in furtherance of any of the foregoing; and
(b) against the following actions (other than the Merger Acquisition and the Contemplated Transactionstransactions contemplated by the Purchase Agreement, including, without limitation, the change in Seller’s corporate name or the dissolution and liquidation of the Seller): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving any Acquired CorporationAcquisition Transaction; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of any Acquired CorporationAcquisition Proposal; (iii) any reorganization, recapitalization, dissolution or liquidation of any Acquired Corporation; (iv) any change in a majority of the board of directors of the CompanySeller; (viv) any amendment to the CompanySeller’s certificate of incorporation or bylaws; (viv) any material change in the capitalization of the Company Seller or the CompanySeller’s corporate structure; and (viivi) any other action which is intended, or would could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger Acquisition or any of the other Contemplated Transactionstransactions contemplated by the Purchase Agreement or this Agreement. Prior to the Voting Covenant Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause ” or “(b)” or clause “(c)” of the preceding sentence.
Appears in 2 contracts
Samples: Voting Agreement (Fairmarket Inc), Voting Agreement (Interactivecorp)
Voting Covenant. Stockholder hereby agrees that, prior to during the Expiration DateSupport Period, at any meeting of the stockholders of the Company, however called, and in any written action by written consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect to such meeting or consent Shares included in the Subject Securities to be voted:
(a) in favor of: of (i) the Merger, the execution and delivery by the Company of the Merger Agreement; (ii) Agreement and the adoption and approval of the Merger Agreement; Agreement and the terms thereof, and (iiiii) each of the other actions contemplated by Transactions;
(b) against any action or agreement that, to Stockholder’s knowledge, would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger AgreementAgreement in a manner that would reasonably be expected to cause a failure of an Offer Condition to be satisfied; and
(bc) against the following actions (other than the Merger and the Contemplated Transactions): (i) any extraordinary corporate transactionAcquisition Proposal (provided, such as a merger, consolidation or other business combination involving any Acquired Corporationthat for the purposes of this clause “(a)” all references to “20%” in the definition of Acquisition Transaction shall be deemed to be references to “50%”); (ii) any sale, lease, sublease, license, sublicense amendment to the Company’s certificate of incorporation or transfer of a material portion of the rights or other assets of any Acquired Corporationbylaws; (iii) any reorganization, recapitalization, dissolution material change in the capitalization of the Company or liquidation of any Acquired Corporationthe Company’s corporate structure; (iv) any change in a majority of the board of directors of the Company; and (v) any amendment to the Company’s certificate of incorporation or bylaws; (vi) any material change in the capitalization of the Company or the Company’s corporate structure; and (vii) any other action which is intended, intended or would reasonably be expected, expected to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Contemplated TransactionsTransactions or this Agreement. Prior to During the Expiration DateSupport Period, Stockholder shall not enter into any agreement or understanding with any Person Xxxxx to vote or give instructions in any a manner inconsistent with clause clauses “(a)”, clause “(b)” or clause “(c)” of the preceding sentencethis Section 4.1.
Appears in 2 contracts
Samples: Tender and Support Agreement (Horizon Pharma PLC), Tender and Support Agreement (Raptor Pharmaceutical Corp)
Voting Covenant. Stockholder hereby agrees that, prior to the Proxy Expiration Date, at any meeting of the stockholders Stockholders of the Company, however called, and in any written action by consent of stockholders Stockholders of the Company, unless otherwise directed in writing by ParentWxx.xxx, Stockholder shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect to such meeting or consent Subject Securities to be voted:
(a) in favor of: (i) of the Merger, the execution and delivery by the Company of the Merger Agreement; (ii) Agreement and the adoption and approval of the Merger Agreement; Agreement and (iii) the terms thereof, in favor of each of the other actions contemplated by the Merger Agreement and in favor of any action in furtherance of any of the foregoing; and
(b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and
(bc) against the following actions (other than the Merger and the Contemplated Transactionsother transactions contemplated by the Merger Agreement): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Acquired Corporationsubsidiary of the Company; (iiB) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of the Company or any Acquired Corporationsubsidiary of the Company; (iiiC) any reorganization, recapitalization, dissolution or liquidation of the Company or any Acquired Corporationsubsidiary of the Company; (ivD) any change in a majority of the board of directors of the Company; (vE) any amendment to the Company’s certificate articles of incorporation or bylaws; (viF) any material change in the capitalization of the Company or the Company’s corporate structure; and (viiG) any other action which is intended, or would could reasonably be expected, expected to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Contemplated Transactionstransactions contemplated by the Merger Agreement or this Agreement. Prior to the Proxy Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b)” or clause “(c)” of the preceding sentence.
Appears in 1 contract
Samples: Voting Agreement (WEB.COM, Inc.)
Voting Covenant. Stockholder hereby agrees that, prior to during the Expiration DateSpecified Period, at any every meeting of the stockholders of the Company, however called, and at every adjournment or postponement thereof, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by ParentParent and to the extent not voted by the Person(s) appointed pursuant to Section 3.2 hereof, Stockholder shall cause any issued and outstanding vote all shares of Company Common Stock Owned owned of record by Stockholder as and all other Subject Securities (to the fullest extent of the record date with respect Stockholder’s right to such meeting or consent to be voted:do so):
(a) in favor of: of the approval and adoption (iin accordance with its terms) the execution and delivery by the Company of the Merger Agreement; , the Certificate of Merger, the Merger and the Transactions (ii) the adoption of as defined in the Merger Agreement; ), and (iii) each of in any other action or matter that could reasonably be expected to facilitate the other actions contemplated by the Merger AgreementMerger; and
(b) against the following actions (other than the Merger and the Contemplated Transactions): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Acquisition Proposal (including any Acquired Corporation; Superior Proposal) and (iiB) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of any Acquired Corporation; (iiii) any reorganization, recapitalization, dissolution or liquidation of the Company or any Acquired Corporation; (iv) any change in a majority of the board of directors of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws; (vi) any material change in the capitalization Subsidiary of the Company or the Company’s corporate structure; and (viiii) any other action which action, in each case in subclauses (i) and (ii) of this clause (B) that is intended, or would that could reasonably be expected, to impede, interfere with, discourage, frustrate, delay, postpone, discourage prevent or adversely affect the Merger or any of the other Contemplated TransactionsTransactions (the proposals in clause (b) together with the proposals in clause (a), referred to herein as the “Covered Proposals”). Prior to During the Expiration DateSpecified Period, Stockholder shall not enter into any agreement Contract or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, ” or clause “(b)” or clause “(c)” of the preceding sentence. Notwithstanding anything to the contrary set forth in this Agreement: (1) Stockholder makes no agreement or understanding herein in any capacity other than in Stockholder’s capacity as Owner of securities of the Company, (2) nothing in this Agreement shall be construed to limit or affect the Stockholder’s rights, duties or obligations as a director, officer, or other fiduciary of the Company, and (3) Stockholder shall have no liability to Parent, Merger Sub or any of their Affiliates under this Agreement as a result of any action or inaction by Stockholder acting in his capacity as a director, officer, or other fiduciary of the Company. Notwithstanding this Section 3.1 or anything in this Agreement to the contrary, in the event of an Adverse Recommendation Change made in compliance with Section 5.2(b)(ii) of the Merger Agreement, the obligation of Stockholder to vote the Subject Securities as to which Stockholder controls the right to vote in the manner set forth in Section 3.1 shall be modified such that: (x) Stockholder, together with the other stockholders of the Company entering into substantially similar voting agreements with Parent on the date hereof (the “Other Voting Agreements”), shall collectively vote an aggregate number of shares of Company Common Stock equal to thirty percent (30%) of the total voting power of all of the outstanding shares of Company Common Stock as of the date on which such vote is taken, voting together as a single class, entitled to vote in respect of the Covered Proposals, as provided in Section 3.1(a) or (b), as the case may be, and the number of Subject Securities subject to this Voting Agreement and all Other Voting Agreements shall be reduced on a pro rata basis, and (y) Stockholder, in his or its sole discretion, shall be entitled to vote all of Stockholder’s remaining Subject Securities in any manner Stockholder chooses.
Appears in 1 contract
Samples: Voting Agreement (Adams Golf Inc)
Voting Covenant. Stockholder hereby agrees that, prior to the Proxy Expiration Date, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect to such meeting or consent Subject Securities to be voted:
(a) in favor of: (i) of the Merger, the execution and delivery by the Company of the Merger Agreement; (ii) Agreement and the adoption and approval of the Merger Agreement; Agreement and (iii) the terms thereof, in favor of each of the other actions contemplated by the Merger Agreement and in favor of any action in furtherance of any of the foregoing;
(b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and
(bc) against the following actions (other than the Merger and the Contemplated Transactionstransactions contemplated by the Merger Agreement): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Acquired Corporationsubsidiary of the Company; (iiB) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of the Company or any Acquired Corporationsubsidiary of the Company; (iiiC) any reorganization, recapitalization, dissolution or liquidation of the Company or any Acquired Corporationsubsidiary of the Company; (ivD) any change in a majority of the board of directors of the Company; (vE) any amendment to the Company’s 's certificate of incorporation or bylaws; (viF) any material change in the capitalization of the Company or the Company’s 's corporate structure; and (viiG) any other action which is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Contemplated Transactionstransactions contemplated by the Merger Agreement or this Agreement. Prior to the Proxy Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “"(a)”", clause “"(b)” " or clause “"(c)” " of the preceding sentence.
Appears in 1 contract
Voting Covenant. Stockholder hereby agrees that, prior to the Proxy Expiration Date, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect to such meeting or consent Subject Securities to be voted:voted (to the extent such Subject Securities are entitled to vote):
(a) in favor of: (i) of the Merger, the execution and delivery by the Company of the Merger Agreement; (ii) Agreement and the adoption and approval of the Merger Agreement; Agreement and (iii) the terms thereof, in favor of each of the other actions contemplated by the Merger Agreement and in favor of any action in furtherance of any of the foregoing;
(b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and
(bc) against the following actions (other than the Merger and the Contemplated Transactionstransactions contemplated or permitted by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Acquired Corporationsubsidiary of the Company; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of the Company or any Acquired Corporationsubsidiary of the Company; (iii) any reorganization, recapitalization, dissolution or liquidation of the Company or any Acquired Corporationsubsidiary of the Company; (iv) any change in a majority of the board of directors of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws, which amendment would in any manner frustrate, prevent or nullify the Merger, the Merger Agreement or any transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of the Company’s capital stock; (vi) any material change in the capitalization of the Company or the Company’s corporate structure; and (vii) any other action which is intended, or would could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Contemplated Transactionstransactions contemplated by the Merger Agreement or this Agreement. Prior to the Proxy Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b)” or clause “(c)” of the preceding sentence.
Appears in 1 contract
Samples: Voting Agreement (Clinical Data Inc)
Voting Covenant. Stockholder hereby agrees that, prior to the Expiration Dateearlier to occur of the valid termination of the Reorganization Agreement or the consummation of Merger I, at any meeting of the stockholders of the CompanyParent, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parentthe Company, Stockholder shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect to such meeting or consent Subject Securities to be voted:
(aA) in favor of: (i) the execution and delivery by the Company of the Merger Charter Amendment and the Share Issuance (each as defined in the Reorganization Agreement; (ii) the adoption and in favor of any action in furtherance of any of the Merger Agreementforegoing; and and
(iiiB) each against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of Parent in the other actions contemplated by the Merger Reorganization Agreement; and
(bC) against the following actions (other than the Merger Transaction and the Contemplated Transactionstransactions contemplated by the Reorganization Agreement): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving any Acquired CorporationParent; (iiB) any sale, lease, sublease, license, sublicense lease or transfer of a material portion amount of the rights or other assets of any Acquired CorporationParent; (iiiC) any reorganization, recapitalization, dissolution or liquidation of any Acquired CorporationParent; (ivD) any change in a majority of the board of directors of the CompanyParent; (vE) any amendment to the Company’s Parent's certificate of incorporation or bylaws; (viF) any material change in the capitalization of the Company Parent or the Company’s Parent's corporate structure; and (viiG) any other action which is intended, or would could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger Transaction or any of the other Contemplated Transactionstransactions contemplated by the Reorganization Agreement or this Agreement. Prior to the Expiration Dateearlier to occur of the valid termination of the Reorganization Agreement or the consummation of Merger I, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “"(a)”", clause “"(b)” ", or clause “"(c)” " of the preceding sentence.
Appears in 1 contract
Samples: Voting Agreement (Virologic Inc)
Voting Covenant. Each Stockholder hereby agrees that, prior to the Expiration Termination Date, at any meeting of the stockholders of the CompanyParent, however called, and in any written action by consent of stockholders of the CompanyParent, unless otherwise directed in writing by ParentCompany, such Stockholder shall cause any issued and outstanding shares of Company Common Stock Owned the Subject Shares held by such Stockholder as of the record date with respect to such meeting or consent to be voted:
(a) in favor of: (i) of the Merger, the execution and delivery by the Company Parent of the Merger Agreement; (ii) Agreement and the adoption and approval of the Merger Agreement; Agreement and (iii) the terms thereof, in favor of each of the other actions contemplated by the Merger Agreement and in favor of any action in furtherance of any of the foregoing;
(b) against any action or agreement that would result in a breach of any representation, warranty or covenant of the Parent in the Merger Agreement; and
(bc) against the following actions (other than in connection with the Merger and the Contemplated Transactionstransactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Parent or any Acquired Corporationsubsidiary of the Parent; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of the Parent or any Acquired Corporationsubsidiary of the Parent; (iii) any reorganization, recapitalization, dissolution or liquidation of the Parent or any Acquired Corporationsubsidiary of the Parent; (iv) any change in a majority of the board of directors of the CompanyParent; (v) any amendment to the Company’s Parent's certificate of incorporation or bylaws; (vi) any material change in the capitalization of the Company Parent or the Company’s Parent's corporate structurestructure or issuance of shares by the Parent; and (vii) any other action which is intended, or would could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Contemplated Transactionstransactions contemplated by the Merger Agreement or this Voting Agreement. Prior to the Expiration Termination Date, no Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “"(a)”", clause “"(b)” " or clause “"(c)” " of the preceding sentence.
Appears in 1 contract
Samples: Irrevocable Proxy and Voting Agreement (HyperSpace Communications, Inc.)
Voting Covenant. Stockholder hereby agrees that, prior to the Expiration Dateearlier to occur of the valid termination of the Reorganization Agreement or the consummation of Merger I, at any meeting of the stockholders of the CompanyParent, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parentthe Company, Stockholder shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect to such meeting or consent Subject Securities to be voted:
(a) in favor of: (i) the execution and delivery by the Company of the Merger Charter Amendment and the Share Issuance (each as defined in the Reorganization Agreement; (ii) the adoption and in favor of any action in furtherance of any of the Merger Agreementforegoing; and and
(iiib) each against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of Parent in the other actions contemplated by the Merger Reorganization Agreement; and
(bc) against the following actions (other than the Merger Transaction and the Contemplated Transactionstransactions contemplated by the Reorganization Agreement): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving any Acquired CorporationParent; (iiB) any sale, lease, sublease, license, sublicense lease or transfer of a material portion amount of the rights or other assets of any Acquired CorporationParent; (iiiC) any reorganization, recapitalization, dissolution or liquidation of any Acquired CorporationParent; (ivD) any change in a majority of the board of directors of the CompanyParent; (vE) any amendment to the CompanyParent’s certificate of incorporation or bylaws; (viF) any material change in the capitalization of the Company Parent or the CompanyParent’s corporate structure; and (viiG) any other action which is intended, or would could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger Transaction or any of the other Contemplated Transactionstransactions contemplated by the Reorganization Agreement or this Agreement. Prior to the Expiration Dateearlier to occur of the valid termination of the Reorganization Agreement or the consummation of Merger I, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b)” ”, or clause “(c)” of the preceding sentence.
Appears in 1 contract
Voting Covenant. Stockholder hereby agrees that, prior to during the Expiration DateSupport Period, at any meeting of the stockholders of the Company, however called, and in any written action by written consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect to such meeting or consent Subject Securities to be voted:
(a) in favor of: of (i) the Merger, the execution and delivery by the Company of the Merger Agreement; (ii) Agreement and the adoption and approval of the Merger Agreement; Agreement and the terms thereof, and (iiiii) each of the other actions contemplated by Contemplated Transactions;
(b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and
(bc) against the following actions (other than the Merger and the Contemplated Transactions): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any other Acquired Corporation; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of the Company or any other Acquired CorporationCorporation outside the ordinary course of business; (iii) any reorganization, recapitalization, dissolution or liquidation of the Company or any Acquired Corporationsubsidiary of the Company; (iv) any change in a majority of the board of directors of the Company; (v) any amendment to the Company’s certificate of incorporation or bylawsbylaws relating directly or indirectly to, or having the effect of facilitating, an extraordinary corporate transaction; (vi) any material change in the capitalization of the Company or the Company’s corporate structure; and (vii) any other action which is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or Merger, any of the other Contemplated TransactionsTransactions or any of the actions contemplated by this Support Agreement. Prior to During the Expiration DateSupport Period, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b)” or clause “(c)” of the preceding sentence.
Appears in 1 contract
Samples: Voting and Support Agreement (Compellent Technologies Inc)
Voting Covenant. Stockholder hereby agrees that, prior to during the Expiration DateSpecified Period, at any every meeting of the stockholders of the Company, however called, and at every adjournment or postponement thereof, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by ParentParent and to the extent not voted by the Person(s) appointed pursuant to Section 3.2 hereof, Stockholder shall cause any issued and outstanding vote all shares of Company Common Stock Owned owned of record by Stockholder as and all other Subject Securities (to the fullest extent of the record date with respect Stockholder’s right to such meeting or consent to be voted:do so):
(a) in favor of: of the approval and adoption (iin accordance with its terms) the execution and delivery by the Company of the Merger Agreement; , the Certificate of Merger, the Merger and the Transactions (ii) the adoption of as defined in the Merger Agreement; ), and (iii) each of in any other action or matter that could reasonably be expected to facilitate the other actions contemplated by the Merger AgreementMerger; and
(b) against the following actions (other than the Merger and the Contemplated Transactions): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Acquisition Proposal (including any Acquired Corporation; Superior Proposal) and (iiB) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of any Acquired Corporation; (iiii) any reorganization, recapitalization, dissolution or liquidation of the Company or any Acquired Corporation; (iv) any change in a majority of the board of directors of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws; (vi) any material change in the capitalization Subsidiary of the Company or the Company’s corporate structure; and (viiii) any other action which action, in each case in subclauses (i) and (ii) of this clause (B) that is intended, or would that could reasonably be expected, to impede, interfere with, discourage, frustrate, delay, postpone, discourage prevent or adversely affect the Merger or any of the other Contemplated TransactionsTransactions (the proposals in clause (b) together with the proposals in clause (a), referred to herein as the “Covered Proposals”). Prior to During the Expiration DateSpecified Period, Stockholder shall not enter into any agreement Contract or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, ” or clause “(b)” or clause “(c)” of the preceding sentence.. Notwithstanding anything to the contrary set forth in this Agreement: (1) Stockholder makes no agreement or understanding herein in any capacity other than in Stockholder’s capacity as Owner of securities of the Company, (2) nothing in this Agreement shall be construed to limit or affect the Stockholder’s rights, duties or obligations as a director, officer, or other fiduciary of the Company, and (3) Stockholder shall have no liability to Parent, Merger Sub or any of their Affiliates under this Agreement as a result of any action or inaction by Stockholder acting in his capacity as a director, officer, or other fiduciary of the Company. Notwithstanding this Section 3.1 or anything in this Agreement to the contrary, in the event of an Adverse Recommendation Change made in compliance with Section 5.2(b)(ii) of the Merger Agreement, the obligation of Stockholder to vote the Subject Securities as to which Stockholder controls the right to vote in the manner set forth in Section 3.1 shall be modified such that: (x) Stockholder, together with the other stockholders of the Company entering into substantially similar voting agreements with Parent on the date hereof (the "Other Voting Agreements"), shall collectively vote an aggregate number of shares of Company Common Stock equal to thirty
Appears in 1 contract
Samples: Voting Agreement (Adams Golf Inc)
Voting Covenant. Stockholder hereby agrees that, prior to during the Expiration DateVoting Period, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date Subject Securities (to the extent such Subject Securities have voting rights with respect to such meeting or consent the relevant matter) to be voted:
(a) in favor of: of (i) the execution and delivery by the Company of the Merger Agreement; (ii) the adoption of the Merger Agreement; Agreement and the terms thereof, (iiiii) each of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any of the foregoing;
(b) against any action or agreement that would to the knowledge of Stockholder result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and
(bc) against the following actions (other than the Merger and the other transactions contemplated by the Transaction Documents (the “Contemplated Transactions”)): (i) any extraordinary corporate transaction, such as a merger, consolidation Acquisition Proposal or other business combination involving any Acquired CorporationAcquisition Transaction; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of any Acquired Corporation; (iii) any reorganization, recapitalization, dissolution or liquidation of any Acquired Corporation; (iv) any change in a majority of the board of directors of the Company; (viii) any amendment to the Company’s certificate of incorporation or bylaws; (viiv) any material change in the capitalization of the Company or the Company’s corporate structure; and (viiv) any other action which is intended, or would reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Contemplated Transactions. Prior to the Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b)” or clause “(c)” of the preceding sentence.
Appears in 1 contract
Voting Covenant. Stockholder hereby agrees that, prior to the Proxy Expiration Date, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise provided in the Merger Agreement or directed in writing by ParentMerger Partner, Stockholder shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect to such meeting or consent Subject Securities to be voted (to the extent such Subject Securities may be so voted:):
(a) in favor of: (i) of the Merger, the execution and delivery by the Company of the Merger Agreement; (ii) Agreement and the adoption and approval of the Merger Agreement; Agreement and (iii) the terms thereof, in favor of each of the other actions contemplated by the Merger Agreement and in favor of any action in furtherance of any of the foregoing;
(b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and
(bc) against the following actions (other than the Merger and the Contemplated Transactionstransactions contemplated by the Merger Agreement): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Acquired Corporationsubsidiary of the Company; (iiB) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of the Company or any Acquired Corporationsubsidiary of the Company; (iii) any reorganization, recapitalization, dissolution or liquidation of any Acquired Corporation; (ivC) any change in a majority of the board of directors of the Company; (vD) any amendment to the Company’s certificate of incorporation or bylaws; (viE) any material change in the capitalization of the Company or the Company’s corporate structure; and (viiF) any other action which is intended, or would could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Contemplated Transactionstransactions contemplated by the Merger Agreement or this Agreement. Prior to the Proxy Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b)” or clause “(c)” of the preceding sentence.
Appears in 1 contract
Samples: Voting Agreement (Novacea Inc)
Voting Covenant. Stockholder hereby agrees that, prior to during the Expiration DateSpecified Period, at any every meeting of the stockholders of the Company, however called, and at every adjournment or postponement thereof, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by ParentParent and to the extent not voted by the Person(s) appointed pursuant to Section 3.2 hereof, Stockholder shall cause any issued and outstanding vote all shares of Company Common Stock Owned owned of record by Stockholder as and all other Subject Securities (to the fullest extent of the record date with respect Stockholder’s right to such meeting or consent to be voted:do so):
(a) in favor of: of the approval and adoption (iin accordance with its terms) the execution and delivery by the Company of the Merger Agreement; , the Certificate of Merger, the Merger and the Transactions (ii) the adoption of as defined in the Merger Agreement; ), and (iii) each of in any other action or matter that could reasonably be expected to facilitate the other actions contemplated by the Merger AgreementMerger; and
(b) against the following actions (other than the Merger and the Contemplated Transactions): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Acquisition Proposal (including any Acquired Corporation; Superior Proposal) and (iiB) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of any Acquired Corporation; (iiii) any reorganization, recapitalization, dissolution or liquidation of the Company or any Acquired Corporation; (iv) any change in a majority of the board of directors of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws; (vi) any material change in the capitalization Subsidiary of the Company or the Company’s corporate structure; and (viiii) any other action which action, in each case in subclauses (i) and (ii) of this clause (B) that is intended, or would that could reasonably be expected, to impede, interfere with, discourage, frustrate, delay, postpone, discourage prevent or adversely affect the Merger or any of the other Contemplated TransactionsTransactions (the proposals in clause (b) together with the proposals in clause (a), referred to herein as the “Covered Proposals”). Prior to During the Expiration DateSpecified Period, Stockholder shall not enter into any agreement Contract or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, ” or clause “(b)” or clause “(c)” of the preceding sentence.. Notwithstanding anything to the contrary set forth in this Agreement: (1) Stockholder makes no agreement or understanding herein in any capacity other than in Stockholder’s capacity as Owner of securities of the Company, (2) nothing in this Agreement shall be construed to limit or affect the Stockholder’s rights, duties or obligations as a director, officer, or other fiduciary of the Company, and (3) Stockholder shall have no liability to Parent, Merger Sub or any of their Affiliates under this Agreement as a result of any action or inaction by Stockholder acting in his capacity as a director, officer, or other fiduciary of the Company. This Agreement shall not amend, revise, modify or alter the rights and interests of the Stockholder in that certain Voting Agreement, dated as of November 17, 2011, made by and among Xxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxx, including the right of the Stockholder to determine how to vote with respect to the matters set forth in Section 2.1(b) therein, except to the extent of the Covered Proposals. Notwithstanding this Section 3.1 or anything in this Agreement to the contrary, in the event of an Adverse Recommendation Change made in compliance with Section 5.2(b)(ii) of the Merger
Appears in 1 contract
Samples: Voting Agreement (Adams Golf Inc)
Voting Covenant. Stockholder hereby xxxxxx agrees that, prior to during the Expiration DateVoting Period, at any meeting of the stockholders of the Company, Company (however called), and in any written action by consent of stockholders of the Companyat every adjournment or postponement thereof, unless otherwise directed in writing by Parent, Stockholder shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect Subject Securities that are entitled to vote at such meeting or consent to be voted:
(a) in favor of: (i) the execution Merger and delivery by the Company adoption of the Merger Agreement; (ii) the adoption of the Merger Agreement; and (iii) each of the other actions contemplated by the Merger Agreement; andand (iii) any other matter necessary for the consummation of the transactions contemplated by the Merger Agreement;
(b) against any action or agreement that would reasonably be expected to result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and
(c) against each of the following actions (other than the Merger and the Contemplated Transactionsother transactions contemplated in the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving any Acquired CorporationAcquisition Proposal; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of any Acquired Corporation; (iii) any reorganization, recapitalization, dissolution or liquidation of the Company or any Acquired Corporationof its Subsidiaries; (iviii) any change in a majority amendment to the Organizational Documents of the board Company, which amendment would reasonably be expected to have the effect of directors (A) frustrating the purpose of, or breaching or nullifying any provision of, the Merger Agreement, (B) impeding, interfering with, preventing, delaying or adversely affecting the Merger or (C) changing the voting rights of any shares of capital stock of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws; (viiv) any material change in the capitalization of the Company or the Company’s corporate structure; and (viiv) any other action which is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Contemplated Transactions. Prior to transactions contemplated in the Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b)” or clause “(c)” of the preceding sentenceMerger Agreement.
Appears in 1 contract
Voting Covenant. Stockholder hereby agrees that, prior to the Voting Covenant Expiration Date, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the CompanyParent, unless otherwise directed in writing by Parentthe Company, Stockholder shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect to such meeting or consent Subject Securities to be voted:
(a) in favor of: (i) the execution and delivery by the Company of the Merger Agreement; (ii) the adoption issuance of the Merger Agreementshares of Parent Common Stock in the Merger; and and
(iiib) each in favor of the other actions contemplated by Charter Amendment; and
(c) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of Parent in the Merger Agreement; and
(bd) against the following actions (other than the Merger, actions contemplated by the Merger and Agreement, such actions set forth in Section 4.2 of Parent Disclosure Schedule, or such actions consented to in writing by the Contemplated TransactionsCompany): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Parent or any Acquired Corporationsubsidiary of the Parent; (iiB) any sale, lease, sublease, license, sublicense lease or transfer of a material portion amount of the rights or other assets of Parent or any Acquired Corporationsubsidiary of Parent; (iiiC) any reorganization, recapitalization, dissolution or liquidation of Parent or any Acquired Corporationsubsidiary of Parent; (ivD) any change in a majority of the board of directors of the CompanyParent; (vE) any amendment to the CompanyParent’s certificate of incorporation or bylawsbylaws other than the Charter Amendment; (viF) any material change in the capitalization of the Company Parent or the CompanyParent’s corporate structure; and (viiG) any other action which is intended, or would could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Contemplated Transactionstransactions contemplated by the Merger Agreement or this Agreement. Prior to the Voting Covenant Expiration Date, Date Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b)” or clause ”, “(cc)”or “(d)” of the preceding sentence.
Appears in 1 contract
Samples: Voting Agreement (Nuvelo Inc)
Voting Covenant. Stockholder hereby agrees that, prior to the Proxy Expiration Date, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect to such meeting or consent Subject Shares to be voted:
(a) in favor of: (i) of the Merger, the execution and delivery by the Company of the Merger Agreement; (ii) Reorganization Agreement and the adoption and approval of the Merger Agreement; Reorganization Agreement and (iii) the terms thereof, in favor of each of the other actions contemplated by the Merger Reorganization Agreement and in favor of any action in furtherance of any of the foregoing;
(b) against any action or agreement that would result in a breach of any representation, warranty or covenant of the Company in the Reorganization Agreement; and
(bc) against the following actions (other than the Merger and the Contemplated Transactionstransactions contemplated by the Reorganization Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Acquired Corporationsubsidiary of the Company; (ii) any sale, lease, sublease, license, sublicense or transfer of a material substantial portion of the rights or other assets of the Company or any Acquired Corporationsubsidiary of the Company; (iii) any reorganization, recapitalization, dissolution or liquidation of the Company or any Acquired Corporationsubsidiary of the Company; (iv) any change in a majority of the board of directors of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws; (vi) any material change in the capitalization of the Company or the Company’s corporate structure; and (vii) any other action which is intended, or would could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Contemplated Transactionstransactions contemplated by the Reorganization Agreement or this Stockholder Agreement. Prior to the Proxy Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, ,” clause “(b)” or clause “(c)” of the preceding sentence.
Appears in 1 contract
Samples: Stockholder Agreement (Synopsys Inc)
Voting Covenant. Stockholder Shareholder hereby agrees that, prior to the Expiration Date, at any meeting of the stockholders shareholders of the Company, however called, and in any written action by consent of stockholders shareholders of the Company, unless otherwise directed in writing by Parentthe Purchaser, Stockholder Shareholder shall cause any issued and outstanding shares of the Subject Company Common Stock Owned by Stockholder as of the record date with respect to such meeting or consent Securities to be voted:
(a) in favor of: (i) the execution and delivery by the Company of the Merger Agreement; (ii) Acquisition, the adoption approval of the Merger Agreement; Purchase Agreement and (iii) the principal terms thereof, in favor of each of the other actions contemplated by the Merger Purchase Agreement and in favor of any action in furtherance of any of the foregoing;
(b) in favor of the Winding Up and Dissolution;
(c) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Purchase Agreement; and
(bd) against the following actions (other than the Merger Acquisition, the Winding Up and Dissolution and the Contemplated Transactionsother actions contemplated by the Purchase Agreement): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Acquired Corporationsubsidiary of the Company; (iiB) any sale, lease, sublease, license, sublicense lease or transfer of a material portion amount of assets of the rights Company or other assets any subsidiary of any Acquired Corporationthe Company; (iiiC) any reorganization, recapitalization, dissolution or liquidation of the Company or any Acquired Corporationsubsidiary of the Company; (ivD) any change in a majority of the board of directors of the Company; (vE) any amendment to the Company’s 's certificate of incorporation or bylaws; (viF) any material change in the capitalization of the Company or the Company’s 's corporate structure; and (viiG) any other action which is intended, or would could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger Acquisition or any of the other Contemplated Transactionstransactions contemplated by the Purchase Agreement or this Agreement. Prior to the Expiration Dateearlier to occur of the valid termination of the Purchase Agreement or the consummation of the Acquisition, Stockholder Shareholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “"(a)”", clause “"(b)” or clause “", "(c)” " or "(d)" of the preceding sentence.
Appears in 1 contract
Samples: Voting Agreement (Nvidia Corp/Ca)
Voting Covenant. Stockholder hereby hxxxxx agrees that, prior to during the Expiration DateVoting Period, at any meeting of the stockholders of the Company, Company (however called), and in any written action by consent of stockholders of the Companyat every adjournment or postponement thereof, unless otherwise directed in writing by Parent, Stockholder shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect Subject Securities that are entitled to vote at such meeting or consent to be voted:
(a) in favor of: (i) the execution Merger and delivery by the Company adoption of the Merger Agreement; (ii) the adoption of the Merger Agreement; and (iii) each of the other actions contemplated by the Merger Agreement; andand (iii) any other matter necessary for the consummation of the transactions contemplated by the Merger Agreement;
(b) against any action or agreement that would reasonably be expected to result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and
(c) against each of the following actions (other than the Merger and the Contemplated Transactionsother transactions contemplated in the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving any Acquired CorporationAcquisition Proposal; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of any Acquired Corporation; (iii) any reorganization, recapitalization, dissolution or liquidation of the Company or any Acquired Corporationof its Subsidiaries; (iviii) any change in a majority amendment to the Organizational Documents of the board Company, which amendment would reasonably be expected to have the effect of directors (A) frustrating the purpose of, or breaching or nullifying any provision of, the Merger Agreement, (B) impeding, interfering with, preventing, delaying or adversely affecting the Merger or (C) changing the voting rights of any shares of capital stock of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws; (viiv) any material change in the capitalization of the Company or the Company’s corporate structure; and (viiv) any other action which is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Contemplated Transactions. Prior to transactions contemplated in the Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b)” or clause “(c)” of the preceding sentenceMerger Agreement.
Appears in 1 contract
Samples: Voting and Support Agreement (Timberline Resources Corp)
Voting Covenant. Stockholder hereby agrees that, prior Prior to the Voting Covenant Expiration Date, at any meeting of the stockholders of the CompanySeller, however called, and in any written action by written consent of stockholders of the CompanySeller, unless otherwise directed in writing by Parentthe Purchaser, each Stockholder shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect all Subject Securities that are entitled under applicable corporate laws to vote at such meeting or by such written consent to be voted:voted (and to which such Stockholder is entitled to vote):
(a) in favor of: (i) of the Acquisition and the execution and delivery by the Company Seller of the Merger Purchase Agreement; (ii) the adoption , in favor of the Merger Agreement; and (iii) each of the other actions contemplated by the Merger AgreementPurchase Agreement and in favor of any action in furtherance of any of the foregoing; and
(b) against the following actions (other than the Merger Acquisition and the Contemplated Transactionstransactions contemplated by the Purchase Agreement, including, without limitation, the change in Seller's corporate name or the dissolution and liquidation of the Seller): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving any Acquired CorporationAcquisition Transaction; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of any Acquired CorporationAcquisition Proposal; (iii) any reorganization, recapitalization, dissolution or liquidation of any Acquired Corporation; (iv) any change in a majority of the board of directors of the CompanySeller; (viv) any amendment to the Company’s Seller's certificate of incorporation or bylaws; (viv) any material change in the capitalization of the Company Seller or the Company’s Seller's corporate structure; and (viivi) any other action which is intended, or would could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger Acquisition or any of the other Contemplated Transactionstransactions contemplated by the Purchase Agreement or this Agreement. Prior to the Voting Covenant Expiration Date, no Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “"(a)”, clause “" or "(b)” or clause “(c)” " of the preceding sentence.
Appears in 1 contract
Samples: Voting Agreement (Ebay Inc)
Voting Covenant. Stockholder hereby agrees that, prior to the Proxy Expiration Date, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect to such meeting or consent Subject Securities to be voted:
(a) in favor of: (i) of the Merger, the execution and delivery by the Company of the Merger Agreement; (ii) Agreement and the adoption and approval of the Merger Agreement; Agreement and (iii) the terms thereof, in favor of each of the other actions contemplated by the Merger Agreement and in favor of any action in furtherance of any of the foregoing;
(b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and
(bc) against the following actions (other than the Merger and the Contemplated Transactionstransactions contemplated by the Merger Agreement): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Acquired Corporationsubsidiary of the Company; (iiB) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of the Company or any Acquired Corporationsubsidiary of the Company; (iiiC) any reorganization, recapitalization, dissolution or liquidation of the Company or any Acquired Corporationsubsidiary of the Company; (ivD) any change in a majority of the board of directors of the Company; (vE) any amendment to the Company’s certificate of incorporation or bylaws; (viF) any material change in the capitalization of the Company or the Company’s corporate structure; and (viiG) any other action which is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Contemplated Transactionstransactions contemplated by the Merger Agreement or this Agreement. Prior to the Proxy Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b)” or clause “(c)” of the preceding sentence.
Appears in 1 contract
Samples: Voting Agreement (Synopsys Inc)
Voting Covenant. Stockholder hereby agrees that, prior to the Proxy Expiration Date, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise provided in the Merger Agreement or directed in writing by ParentPivot, Stockholder shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect to such meeting or consent Subject Securities to be voted:
(a) in favor of: (i) of the Merger, the execution and delivery by the Company of the Merger Agreement; (ii) Agreement and the adoption and approval of the Merger Agreement; Agreement and (iii) the terms thereof, in favor of each of the other actions contemplated by the Merger Agreement, including the conversion of all Preferred Stock of the Company into Common Stock of the Company, and in favor of any action in furtherance of any of the foregoing;
(b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and
(bc) against the following actions (other than the Merger and the Contemplated Transactionstransactions contemplated by the Merger Agreement): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Acquired Corporationsubsidiary of the Company; (iiB) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of the Company or any Acquired Corporationsubsidiary of the Company; (iii) any reorganization, recapitalization, dissolution or liquidation of any Acquired Corporation; (ivC) any change in a majority of the board of directors of the Company; (vD) any amendment to the Company’s certificate of incorporation or bylaws; (viE) any material change in the capitalization of the Company or the Company’s corporate structure; and (viiF) any other action which is intended, or would could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Contemplated Transactionstransactions contemplated by the Merger Agreement or this Agreement. Prior to the Proxy Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b)” or clause “(c)” of the preceding sentence.
Appears in 1 contract
Samples: Voting Agreement (Novacea Inc)
Voting Covenant. Stockholder Option Holder hereby agrees that, prior to during the Expiration DateEffective Period, at any meeting of the stockholders shareholders of the Company, however called, and in any written action by written consent of stockholders shareholders of the Company, unless otherwise directed in writing by ParentAcquisition Sub, Stockholder Option Holder shall cause the Subject Securities to be voted as follows, including by instructing the Depositary to vote the Company Shares represented by any issued and outstanding shares of Company Common Stock ADSs Owned by Stockholder as of the record date with respect to such meeting or consent to be votedOption Holder:
(a) in favor ofof each of the transactions and other related matters contemplated by the Master Agreement, including: (i) the execution and delivery by election of the Parent Designees to the Company Board in accordance with the terms of the Merger Master Agreement; and (ii) the adoption of the Merger Agreement; and (iii) each of the other actions contemplated by the Merger AgreementVoting Proposals; and
(b) against the following actions (other than the Merger and transactions contemplated by the Contemplated TransactionsMaster Agreement, including the Voting Proposals): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Acquired Corporationsubsidiary of the Company; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of any Acquired CorporationAcquisition Proposal; (iii) any reorganization, recapitalization, dissolution or liquidation of the Company or any Acquired Corporationsubsidiary of the Company; (iv) any change in a majority of the board of directors of the Company; (v) any amendment to the Company’s certificate articles of incorporation incorporation, bylaws or bylawsother similar charter document; (vi) any material change in the capitalization of the Company or the Company’s corporate structure; and (vii) any other action which is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, discourage postpone or materially and adversely affect any of the Merger transactions contemplated by the Master Agreement or cause the Minimum Condition or any of the other Contemplated TransactionsOffer Conditions to not be satisfied. Prior to During the Expiration DateEffective Period, Stockholder Option Holder shall not enter into any agreement or understanding legally binding commitment with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b)” or clause “(cb)” of the preceding sentence.
Appears in 1 contract
Samples: Agreement to Tender and Voting Agreement (Ebay Inc)
Voting Covenant. Stockholder hereby agrees that, prior to the Proxy Expiration Date, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect to such meeting or consent Subject Securities to be voted:
(a) in favor of: (i) of the Merger, the execution and delivery by the Company of the Merger Agreement; (ii) Agreement and the adoption and approval of the Merger Agreement; Agreement and (iii) the terms thereof, in favor of each of the other actions contemplated by the Merger AgreementAgreement and in favor of any action in furtherance of any of the foregoing; and
(b) against the following actions (other than the Merger and the Contemplated Transactionstransactions contemplated by the Merger Agreement): (iA) any extraordinary corporate transaction, such as a merger, consolidation Acquisition Proposal or other business combination involving any Acquired CorporationAcquisition Transaction; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of any Acquired Corporation; (iiiB) any reorganization, recapitalization, dissolution or liquidation of the Company or any Acquired Corporationsubsidiary of the Company; (ivC) any change in a majority of the board of directors of the Company; (vD) any amendment to the Company’s certificate of incorporation or bylaws; or (vi) any material change in the capitalization of the Company or the Company’s corporate structure; and (viiE) any other action which is intended, or that would reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Contemplated Transactionstransactions contemplated by the Merger Agreement. Prior to the Proxy Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, ” or clause “(b)” or clause “(c)” of the preceding sentencesentence without the prior written consent of Parent.
Appears in 1 contract
Voting Covenant. During the Support Period, Stockholder hereby irrevocably and unconditionally agrees that, prior to the Expiration Date, at any annual or special meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written action by consent of the stockholders of the Company, Stockholder shall, in each case to the fullest extent that such Subject Securities are entitled to be voted therein: (a) appear at each such meeting or otherwise cause all such Subject Securities to be counted as present thereat for purposes of determining a quorum; and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of the Subject Securities, and unless otherwise directed in writing by Parent, Stockholder shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect to such meeting or consent to be voted:
(a) in favor of: of (i) the Merger, the execution and delivery by the Company of the Merger Agreement; (ii) Agreement and the adoption and approval of the Merger Agreement; Agreement and the terms thereof, and (iiiii) each of the other actions contemplated by the Merger Agreement; andTransactions;
(b) against the following actions (other than any action or agreement which is intended or would reasonably be expected to impede, delay, postpone, interfere with, nullify, prevent or adversely affect in any material respect the Merger and or any of the Contemplated Transactions): other Transactions or this Agreement, including (i) any proposal of any Person (other than Parent and Purchaser) to acquire the Company or all or substantially all of the assets thereof or to engage in any other similar extraordinary corporate transaction, such as a merger, consolidation or other business combination involving any Acquired Corporation; (ii) any sale, lease, sublease, license, sublicense amendment to the certificate of incorporation or transfer of a material portion bylaws of the rights or other assets of any Acquired Corporation; Company, (iii) any reorganizationmaterial change to the capitalization of the Company, recapitalization, dissolution or liquidation of any Acquired Corporation; (iv) any change in a majority of the board of directors of the Company; Company Board and (v) any amendment to the Company’s certificate of incorporation or bylaws; (vi) any material change in the capitalization of the Company or the Company’s corporate structure; and (vii) any other action which is intendedaction, proposal, or agreement that would reasonably be expectedexpected to result in the any breach of any covenant, to impede, interfere with, delay, postpone, discourage representation or adversely affect warranty or any other obligation or agreement under the Merger Agreement or this Agreement; and
(c) against any Acquisition Proposal and any action in furtherance of any Acquisition Proposal. During the other Contemplated Transactions. Prior to the Expiration DateSupport Period, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any a manner inconsistent with clause clauses “(a)”, clause “(b)” or clause “(c)” of the preceding sentencethis Section 4.1.
Appears in 1 contract
Samples: Tender and Support Agreement (Pacira BioSciences, Inc.)
Voting Covenant. Stockholder hereby agrees that, prior to during the Expiration DateSpecified Period, at any every meeting of the stockholders of the Company, however called, and at every adjournment or postponement thereof, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by ParentParent and to the extent not voted by the Person(s) appointed pursuant to Section 3.2 hereof, Stockholder shall cause any issued and outstanding vote all shares of Company Common Stock Owned owned of record by Stockholder as and all other Subject Securities (to the fullest extent of the record date with respect Stockholder’s right to such meeting or consent to be voted:do so):
(a) in favor of: of the approval and adoption (iin accordance with its terms) the execution and delivery by the Company of the Merger Agreement; , the Certificate of Merger, the Merger and the Transactions (ii) the adoption of as defined in the Merger Agreement; ), and (iii) each of in any other action or matter that could reasonably be expected to facilitate the other actions contemplated by the Merger AgreementMerger; and
(b) against the following actions (other than the Merger and the Contemplated Transactions): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Acquisition Proposal (including any Acquired Corporation; Superior Proposal) and (iiB) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of any Acquired Corporation; (iiii) any reorganization, recapitalization, dissolution or liquidation of the Company or any Acquired Corporation; (iv) any change in a majority of the board of directors of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws; (vi) any material change in the capitalization Subsidiary of the Company or the Company’s corporate structure; and (viiii) any other action which action, in each case in subclauses (i) and (ii) of this clause (B) that is intended, or would that could reasonably be expected, to impede, interfere with, discourage, frustrate, delay, postpone, discourage prevent or adversely affect the Merger or any of the other Contemplated TransactionsTransactions (the proposals in clause (b) together with the proposals in clause (a), referred to herein as the “Covered Proposals”). Prior to During the Expiration DateSpecified Period, Stockholder shall not enter into any agreement Contract or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, ” or clause “(b)” or clause “(c)” of the preceding sentence. Notwithstanding anything to the contrary set forth in this Agreement: (1) Stockholder makes no agreement or understanding herein in any capacity other than in Stockholder’s capacity as Owner of securities of the Company, (2) nothing in this Agreement shall be construed to limit or affect the Stockholder’s rights, duties or obligations as a director, officer, or other fiduciary of the Company, and (3) Stockholder shall have no liability to Parent, Merger Sub or any of their Affiliates under this Agreement as a result of any action or inaction by Stockholder acting in his capacity as a director, officer, or other fiduciary of the Company. This Agreement shall not amend, revise, modify or alter the rights and interests of the Stockholder in that certain Voting Agreement, dated as of November 17, 2011, made by and among Xxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxx, including the right of the Stockholder to determine how to vote with respect to the matters set forth in Section 2.1(b) therein, except to the extent of the Covered Proposals. Notwithstanding this Section 3.1 or anything in this Agreement to the contrary, in the event of an Adverse Recommendation Change made in compliance with Section 5.2(b)(ii) of the Merger Agreement, the obligation of Stockholder to vote the Subject Securities as to which Stockholder controls the right to vote in the manner set forth in Section 3.1 shall be modified such that: (x) Stockholder, together with the other stockholders of the Company entering into substantially similar voting agreements with Parent on the date hereof (the “Other Voting Agreements”), shall collectively vote an aggregate number of shares of Company Common Stock equal to thirty percent (30%) of the total voting power of all of the outstanding shares of Company Common Stock as of the date on which such vote is taken, voting together as a single class, entitled to vote in respect of the Covered Proposals, as provided in Section 3.1(a) or (b), as the case may be, and the number of Subject Securities subject to this Voting Agreement and all Other Voting Agreements shall be reduced on a pro rata basis, and (y) Stockholder, in his or its sole discretion, shall be entitled to vote all of Stockholder’s remaining Subject Securities in any manner Stockholder chooses.
Appears in 1 contract
Samples: Voting Agreement (Adams Golf Inc)
Voting Covenant. Stockholder hereby agrees that, prior to the Expiration Termination Date, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect to such meeting or consent Subject Securities to be voted:
(a) in favor of: (i) of the Merger, the execution and delivery by the Company of the Merger Agreement; (ii) Agreement and the adoption and approval of the Merger Agreement; Agreement and (iii) the terms thereof, in favor of each of the other actions contemplated by the Merger Agreement and in favor of any action in furtherance of any of the foregoing;
(b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and
(bc) against the following actions (other than the Merger and the Contemplated Transactionstransactions contemplated by the Merger Agreement): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Acquired Corporationsubsidiary of the Company; (iiB) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of the Company or any Acquired Corporationsubsidiary of the Company; (iiiC) any reorganization, recapitalization, dissolution or liquidation of the Company or any Acquired Corporationsubsidiary of the Company; (ivD) any change in a majority of the board of directors of the Company; (vE) any amendment to the Company’s 's certificate of incorporation or bylaws; (viF) any material change in the capitalization of the Company or the Company’s 's corporate structure; and (viiG) any other action which is intended, or would could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Contemplated Transactionstransactions contemplated by the Merger Agreement or this Agreement. Prior to the Expiration Termination Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “"(a)”", clause “"(b)” " or clause “"(c)” " of the preceding sentence.
Appears in 1 contract
Samples: Stockholder Agreement (Warburg Pincus Private Equity Viii L P)
Voting Covenant. Stockholder hereby agrees that, prior to during the Expiration DateVoting Period, at any meeting of the stockholders of the Company, Company however called, and in any written at every adjournment or postponement thereof (or pursuant to an action by written consent if the Company Stockholders act by written consent in lieu of stockholders of a meeting), the CompanyStockholder shall, unless otherwise directed in writing by Parent, Stockholder or shall cause the holder of record on any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the applicable record date with respect to, be present (in person or by proxy) and to vote all Subject Securities as to which the Stockholder holds voting rights at the time of such meeting vote or consent to be votedaction by written consent:
(a) in favor of: (i) adopting the execution Merger Agreement and delivery approving the Merger and the other Contemplated Transactions submitted to a stockholder vote (or action by the Company of written consent) pursuant to the Merger Agreement; (ii) the adoption of the Merger Agreement; and Company Stockholder Matters, (iii) each of the other actions contemplated by the Merger Agreement submitted to a stockholder vote (or action by written consent) pursuant to the Merger Agreement; and (iv) any action submitted to a stockholder vote (or action by written consent) that is required in furtherance of any of the foregoing (including the waiver of any notices relating to the Merger Agreement, the Merger, or the Contemplated Transactions, under the Company’s certificate of incorporation, bylaws or under the Delaware General Corporation Law);
(b) against any action or agreement that would reasonably be expected to result in a material breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and
(bc) against the following actions (other than the Merger and the Contemplated Transactions): (i) any extraordinary corporate transaction, such as a merger, consolidation Takeover Proposal or other business combination involving any Acquired Corporation; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of any Acquired Corporation; (iii) any reorganization, recapitalization, dissolution or liquidation of any Acquired Corporation; (iv) any change in a majority of the board of directors of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws; (vi) any material change in the capitalization of the Company or the Company’s corporate structure; and (vii) any other action which is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Contemplated Transactions. Prior to the Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b)” or clause “(c)” of the preceding sentence.
Appears in 1 contract
Voting Covenant. Stockholder hereby agrees that, prior to the Voting Covenant Expiration Date, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the CompanyCompany (a “Stockholder Consent”), unless otherwise directed in writing by Parent, Stockholder shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect to such meeting or consent Subject Securities to be voted:
(a) in favor of: (i) of the Merger, the execution and delivery by the Company of the Merger Agreement; (ii) Agreement and the adoption and approval of the Merger Agreement; Agreement and (iii) the terms thereof, in favor of each of the other actions contemplated by the Merger Agreement and in favor of any action in furtherance of any of the foregoing; and
(b) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and
(bc) against the following actions (other than the Merger and the Contemplated Transactionstransactions contemplated by the Merger Agreement, such actions set forth in Section 4.2 of the Company Disclosure Schedule, or such actions consented to in writing by Parent): (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Acquired Corporationsubsidiary of the Company; (iiB) any sale, lease, sublease, license, sublicense lease or transfer of a material portion amount of assets of the rights Company or other assets any subsidiary of any Acquired Corporationthe Company; (iiiC) any reorganization, recapitalization, dissolution or liquidation of the Company or any Acquired Corporationsubsidiary of the Company; (ivD) any change in a majority of the board of directors of the Company; (vE) any amendment to the Company’s certificate of incorporation or bylaws, which amendment would in any manner frustrate, prevent or nullify the Merger, the Merger Agreement or any transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of Company Capital Stock; (viF) any material change in the capitalization of the Company or the Company’s corporate structure; and (viiG) any other action which is intended, or would could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Contemplated Transactionstransactions contemplated by the Merger Agreement or this Agreement. Prior to the Voting Covenant Expiration Date, Date Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b)” ”, or clause “(c)” of the preceding sentence.
Appears in 1 contract
Samples: Voting Agreement (Nuvelo Inc)
