Voting of Shares. (a) Stockholder hereby agrees that, prior to the Expiration Time, 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 all issued and outstanding shares of Company Common Stock Owned by Stockholder to be voted: (a) in favor of: (i) the adoption of the Merger Agreement; (ii) the Merger and each of the other transactions contemplated by the Merger Agreement; and (iii) any action in furtherance of any of the foregoing; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (ii) any sale or other transfer of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; (iii) any Takeover Proposal (as defined in the Merger Agreement); (iv) any liquidation, dissolution or winding up of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws that is not expressly approved by Parent; and (vi) any other action which is intended, or would reasonably be expected, to interfere with or delay in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement.
(b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock.
(c) Stockholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a).
Voting of Shares. Parent shall vote all shares of Company Stock beneficially owned by it or any of its Subsidiaries in favor of adoption of this Agreement at the Company Stockholder Meeting.
Voting of Shares. Shareholder hereby irrevocably agrees that from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), at every meeting of the shareholders of the Company however called and in every action by written consent of the shareholders of the Company, Shareholder shall vote (or take all action necessary to cause the record owner and any nominees of Shareholder’s Shares to vote) Shareholder’s Shares:
(a) in favor of the approval of the Merger and the adoption of the Merger Agreement and the other transactions contemplated thereby;
(b) if so directed by Parent, against any Takeover Proposal and against any proposal for action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which would reasonably be expected to result in any of the Company’s obligations under the Merger Agreement not being fulfilled, any change in the composition of the board of directors of the Company (except as contemplated by the Merger Agreement), any change in the present capital structure of the Company or any amendment to the Company’s corporate structure or business, or any other action which could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; and
(c) in favor of any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of the shareholders of the Company or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and Merger Sub or their nominee(s) to vote Shareholder’s Shares directly.
Voting of Shares. Parent shall vote all shares of Company Common Stock beneficially owned by it or any of the Parent Subsidiaries as of the record date for the Company Stockholder Meeting, if any, in favor of approval of the Merger. The Company shall vote all shares of Parent Common Stock beneficially owned by it or any of the Company Subsidiaries as of the record date for the Parent Stockholder Meeting, if any, in favor of the issuance of shares of Parent Common Stock in connection with the Merger.
Voting of Shares. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, the Depositary shall, as soon as practicable thereafter, mail to the Owners (i) a copy or summary in English of the notice of such meeting sent by the Company to the Depositary pursuant to Section 5.06, (ii) a statement that the Owners as of the close of business on a record date established by the Depositary pursuant to Section 4.06 will be entitled, subject to any applicable provisions of French law, the statuts of the Company and the Deposited Securities (which provisions, if any, including any applicable provisions relating to double voting rights, will be summarized in pertinent part in such statement), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Owner's American Depositary Shares, (iii) copies or summaries in English of any materials or other documents provided by the Company for the purpose of enabling such Owner to give instructions for the exercise of such voting rights and (iv) a voting instruction card to be prepared by the Depositary and the Company (a "Voting Instruction Card") and setting forth the date established by the Depositary for the receipt of such Voting Instruction Card (the "Receipt Date"). Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares. In addition, a precondition for exercising any voting rights with respect to any holders of American Depositary Shares who are not Owners of the Receipts evidencing such American Depositary Shares on the books of the Depositary is that such holders arrange for deposit in a blocked account established for such purpose of the relevant number of American Depositary Shares for a period to commence on a date to be fixed by the Depositary after consultation with the Company (which date will not be more than five days prior to the date of the shareholders' meeting) until the completion of such meeting (the "Blocked Period"). The Depositary will use its best efforts to implement and maintain procedures to allow for blocking of American Depositary Shares as contemplated by the preceding sentence. Upon receipt by the Depositary from an Owner of American Depositary Shares of a properly completed Voting Instruction Card on or before the Receipt Date, the Depositary will either, in its discretion, (i) use reasonable efforts, insofar ...
Voting of Shares. 22 Section 7.03. Director and Officer Liability...................... 22
Voting of Shares. Buyer agrees to vote all Shares beneficially owned by it in favor of adoption of this Agreement at the Company Stockholder Meeting.
Voting of Shares. (a) In any and all elections of directors of the Company (whether at a meeting or by written consent in lieu of a meeting), each Stockholder shall vote or cause to be voted all Shares (as defined in Section 2 below) owned by him, her or it, or over which he, she or it has voting control, and otherwise use his, her or its respective best efforts, so as to fix the number of directors of the Company at nine (9) and to elect to the Board as directors (i) one (1) member designated by Nomura, (ii) one (1) member designated by USVP, (iii) one (1) member designated by Vertex, (iv) two (2) members designated by the holders of a majority of the outstanding shares of Series C Preferred Stock, (v) the Company's Chief Executive Officer and (vi) three (3) members, who shall not be employed by the Company, designated by not less than 3 of the Series B Directors and Series C Directors (as defined below) (the "Outside Directors"). The directors designated by the holders of a majority of the outstanding shares of Series C Preferred Stock shall be the Series C Directors (as defined in the Company's Third Amended and Restated Certificate of Incorporation, as amended (the "Charter")), the directors designated by Nomura and USVP shall be the Series B Directors (as defined in the Charter) and the director designated by Vertex shall be the Series A Director (as defined in the Charter). As of the date hereof, the directors designated by the holders of a majority of the outstanding shares of Series C Preferred Stock shall be Stewart Hen and Jonathan Leff, the director designated by Nomura shall xx John Rixxxxx, xxx xxrector designated by USVP shall be Jonathan Root, xxx xxxector designated by Vertex shall be Lynne Bxxx, xxx Xxxxany's Chief Executive Officer is Peter Lanciaxx, xxx xxe three (3) Outside Directors shall be Manuxx Xxxxx, Xxxxard Aldrich and Michael Wyzga.
(b) Ix xxx xxxxx thxx xxx xxxxxxxx desixxxxxx xx xxx manner set forth in Section 1(a) above is unable to serve, or once having commenced to serve, is removed or withdraws from the Board (a "Withdrawing Director"), such Withdrawing Director's replacement (the "Substitute Director") will be designated by the Stockholder or Stockholders or members of the Board, as the case may be, with the right to designate the Withdrawing Director or Directors being replaced; provided, however, in the case of the Company's Chief Executive Officer, the Substitute Director shall be the successor to the Company's Chief Executive Officer. ...
Voting of Shares. The Indemnification Representative shall have the right, in his sole discretion, on behalf of the Indemnifying Stockholders, to direct the Escrow Agent in writing as to the exercise of any voting rights pertaining to the Escrow Shares, and the Escrow Agent shall comply with any such written instructions. In the absence of such instructions, the Escrow Agent shall not vote any of the Escrow Shares. The Indemnification Representative shall have no obligation to solicit consents or proxies from the Indemnifying Stockholders for purposes of any such vote.
Voting of Shares. Subscriber has agreed to vote the shares of Common Stock purchased by him in this private placement or acquired in the IPO in accordance with the majority of the shares of Common Stock voted by the public stockholders. In connection with securities purchased in the aftermarket, Subscriber has agreed to vote such shares of Common Stock in favor of a Business Combination that the Company negotiates and presents for approval to the Company’s stockholders.
