Common use of VOTING OF PARENT COMMON STOCK Clause in Contracts

VOTING OF PARENT COMMON STOCK. Stockholder hereby irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing until the first to occur of the Effective Time or termination of this Agreement Stockholder will (a) appear (in person or by proxy) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Parent Common Stock, however called, or otherwise cause the Existing Shares to be counted as present thereat for purposes of establishing a quorum, and (b) vote or provide a written consent with respect to the Existing Shares (or will cause the Existing Shares to be voted, or cause a written consent to be provided with respect to the Existing Shares) in favor of the Parent Stock Issuance and Parent Charter Amendment and any matter that could reasonably be expected to facilitate the Merger. Stockholder will also vote or provide a written consent with respect to the Existing Shares (or will cause the Existing Shares to be voted, or cause a written consent to be provided with respect to the Existing Shares) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Parent contained in the Merger Agreement or which could result in any of the conditions to Parent's obligations under the Merger Agreement not being fulfilled. Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 6.

Appears in 6 contracts

Samples: Company Voting Agreement (Viisage Technology Inc), Company Voting Agreement (Viisage Technology Inc), Company Voting Agreement (Viisage Technology Inc)

AutoNDA by SimpleDocs

VOTING OF PARENT COMMON STOCK. Stockholder hereby irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing until the first to occur of the Effective Time or termination of this Agreement Stockholder will (a) appear (in person or by proxy) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Parent Common Stock, however called, or otherwise cause the Existing Shares to be counted as present thereat for purposes of establishing a quorum, and (b) vote or provide a written consent with respect to the Existing Shares (or will cause the Existing Shares to be voted, or cause a written consent to be provided with respect to the Existing Shares) in favor of the Parent Stock Issuance and Parent Charter Amendment and any matter that could reasonably be expected to facilitate the Merger. Stockholder will also vote or provide a written consent with respect to the Existing Shares (or will cause the Existing Shares to be voted, or cause a written consent to be provided with respect to the Existing Shares) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Parent contained in the Merger Agreement or which could result in any of the conditions to Parent's ’s obligations under the Merger Agreement not being fulfilled. Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 6.

Appears in 1 contract

Samples: Company Voting Agreement (Identix Inc)

AutoNDA by SimpleDocs
Time is Money Join Law Insider Premium to draft better contracts faster.