Voting Power. Such Stockholder has sole voting power with respect to all such Stockholder’s Subject Shares, and sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article I and Article IV herein, sole power to demand or waive any appraisal rights with respect to the Subject Shares and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all such Stockholder’s Subject Shares.
Appears in 17 contracts
Samples: Tender and Support Agreement (Jamba, Inc.), Tender and Support Agreement, Tender and Support Agreement (Carlyle Group L.P.)
Voting Power. Such Except as otherwise set forth in this Agreement, Stockholder has or will have sole voting power with respect to all such Stockholder’s Subject Sharespower, and sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article I and Article IV herein, sole power to demand or waive any appraisal rights with respect to the Subject Shares and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all such Stockholder’s of the Subject Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement.
Appears in 16 contracts
Samples: Support Agreement (Nanosphere Inc), Support Agreement (Nanosphere Inc), Support Agreement (Lattice Semiconductor Corp)
Voting Power. Such Stockholder has sole full voting power with respect to all such Stockholder’s Subject Shares, and sole full power of disposition, sole full power to issue instructions with respect to the matters set forth in Article I herein and Article IV herein, sole power to demand or waive any appraisal rights with respect to the Subject Shares and sole full power to agree to all of the matters set forth in this Agreement, in each case with respect to all such Stockholder’s Subject Shares. None of such Stockholder’s Subject Shares are subject to any stockholders’ agreement, proxy, voting trust or other agreement or arrangement with respect to the voting of such Subject Shares, except as provided pursuant to this Agreement.
Appears in 14 contracts
Samples: Tender and Support Agreement (Alpine Immune Sciences, Inc.), Tender and Support Agreement (Alpine Immune Sciences, Inc.), Tender and Support Agreement (ELI LILLY & Co)
Voting Power. Such Company Stockholder has sole voting power with respect to all such Stockholder’s Subject Shares, and sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article I and Article IV hereinthis Agreement, sole power to demand or waive any appraisal rights of disposition with respect to the Subject Shares dispositions contemplated by this Agreement, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Company Stockholder’s Subject Voting Shares, with no material limitations, qualifications, or restrictions on such rights, subject only to applicable securities laws and the terms of this Agreement.
Appears in 13 contracts
Samples: Tender and Voting Agreement, Tender and Voting Agreement (Arch Coal Inc), Tender and Voting Agreement (Fairfax Financial Holdings LTD/ Can)
Voting Power. Such Stockholder has sole full voting power with respect to all such Stockholder’s Subject Shares, and sole full power of disposition, sole full power to issue instructions with respect to the matters set forth in Article I herein and Article IV herein, sole power to demand or waive any appraisal rights with respect to the Subject Shares and sole full power to agree to all of the matters set forth in this Agreement, in each case with respect to all such Stockholder’s Subject Shares. None of such Stockholder’s Subject Shares are subject to any stockholders’ agreement, proxy, voting trust or other agreement or arrangement with respect to the voting of such Subject Shares, except as provided hereunder.
Appears in 13 contracts
Samples: Tender and Support Agreement (Senomyx Inc), Tender and Support Agreement (Mallinckrodt PLC), Tender and Support Agreement (Castle Brands Inc)
Voting Power. Such The Stockholder has has, and will at the time of the Company Stockholder Meeting have, sole voting power with respect to all such Stockholder’s Subject Sharespower, and sole power of disposition, sole power to Transfer, sole power to issue instructions with respect to the matters set forth in Article I and Article IV herein, sole power to demand or waive any appraisal rights with respect to the Subject Shares herein and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no limitations, qualifications or restrictions on such Stockholder’s Subject Sharesrights, subject to applicable federal securities laws and the terms of this Agreement.
Appears in 12 contracts
Samples: Voting Agreement, Merger Agreement (Kapstone Paper & Packaging Corp), Merger Agreement (WestRock Co)
Voting Power. Such Stockholder has or will have sole voting power with respect to all such Stockholder’s Subject Sharespower, and sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article I and Article IV herein, sole power to demand or waive any appraisal rights with respect to the Subject Shares and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all such Stockholder’s of the Subject Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. Notwithstanding anything in this Agreement to the contrary, nothing herein shall require Stockholder to exercise any Company Option or Company RSU.
Appears in 10 contracts
Samples: Support Agreement (Sandisk Corp), Support Agreement (Sandisk Corp), Support Agreement (Sandisk Corp)
Voting Power. Such Stockholder Shareholder has sole voting power with respect to all such StockholderShareholder’s Subject Shares, and sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article I and Article IV hereinIV, sole power to demand or waive any appraisal rights with respect to the Subject Shares and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all such StockholderShareholder’s Subject Shares.
Appears in 9 contracts
Samples: Tender and Support Agreement (Qualcomm Inc/De), Tender and Support Agreement (Qualcomm Inc/De), Tender and Support Agreement (Qualcomm Inc/De)
Voting Power. Such The Stockholder has or will have sole voting power with respect to all such Stockholder’s Subject Sharespower, and sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article I and Article IV herein, sole power to demand or waive any appraisal rights with respect to the Subject Shares and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no limitations, qualifications or restrictions on such Stockholder’s Subject Sharesrights, subject to applicable federal securities laws and the terms of this Agreement.
Appears in 8 contracts
Samples: Tender and Voting Agreement (Phoenix Technologies LTD), Tender and Voting Agreement (Insilicon Corp), Tender and Voting Agreement (Synopsys Inc)
Voting Power. Such The Stockholder has sole voting power with respect to all such Stockholder’s Subject Sharespower, and sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article I and Article IV herein, sole power to demand or waive any appraisal rights with respect to the Subject Shares and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no limitations, qualifications or restrictions on such Stockholder’s Subject Sharesrights, subject to applicable federal securities laws and the terms of this Agreement.
Appears in 7 contracts
Samples: Voting Agreement (Nuance Communications, Inc.), Voting Agreement (Answers CORP), Voting Agreement (McAfee, Inc.)
Voting Power. Such Stockholder has sole and complete voting power power, with respect to all such Stockholder’s Subject Shares, and sole and complete power of disposition, sole and complete power to issue instructions with respect to the matters set forth in Article I and Article IV herein, sole power to demand or waive any appraisal rights with respect to the Subject Shares herein and sole and complete power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Stockholder’s Subject Shares, subject to applicable federal securities Laws and the terms of this Agreement. None of such Stockholder’s Subject Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Subject Shares.
Appears in 6 contracts
Samples: Tender and Support Agreement, Tender and Support Agreement (Southwall Technologies Inc /De/), Tender and Support Agreement (Southwall Technologies Inc /De/)
Voting Power. Such The Stockholder has sole voting power with respect to all such Stockholder’s Subject Sharespower, and sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article I and Article IV herein, sole power to demand or waive any appraisal rights with respect to the Subject Shares and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no limitations, qualifications or restrictions on such Stockholder’s Subject Sharesrights, subject to applicable federal securities laws and arising under the terms of this Agreement.
Appears in 6 contracts
Samples: Voting Agreement (Rocket Pharmaceuticals, Inc.), Voting Agreement (Rocket Pharmaceuticals, Inc.), Voting Agreement (Renovacor, Inc.)
Voting Power. Such Stockholder has or will have sole voting power with respect to all such Stockholder’s Subject Sharespower, and sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article I and Article IV herein, sole power to demand or waive any appraisal rights with respect to the Subject Shares and sole power to agree to all of the matters set forth in this Voting Agreement, in each case with respect to all such of Stockholder’s Subject Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Voting Agreement.
Appears in 5 contracts
Samples: Voting Agreement, Voting Agreement (Cur Media, Inc.), Voting Agreement (Cur Media, Inc.)
Voting Power. Such Stockholder has sole voting power with respect to all such Stockholder’s of the Subject Shares, and sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article I and Article IV herein, sole power to demand or waive any appraisal rights with respect to the Subject Shares herein and sole power to agree to all of the matters set forth in this Agreement, in each case case, with respect to all such Stockholder’s of the Subject Shares.
Appears in 5 contracts
Samples: Tender and Support Agreement (Hale Capital Partners, LP), Tender and Support Agreement (Adept Technology Inc), Tender and Support Agreement (Adept Technology Inc)
Voting Power. Such Stockholder The Shareholder has sole voting power with respect to all such Stockholder’s Subject Sharespower, and sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article I and Article IV herein, sole power to demand or waive any appraisal rights with respect to the Subject Shares and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no limitations, qualifications or restrictions on such Stockholder’s Subject Sharesrights, subject to applicable federal securities laws and the terms of this Agreement.
Appears in 4 contracts
Samples: Voting Agreement (Scopus Video Networks Ltd.), Voting Agreement (Scopus Video Networks Ltd.), Voting Agreement (Scopus Video Networks Ltd.)
Voting Power. Such Stockholder has sole voting power with respect to all such Stockholder’s Subject Sharespower, and sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article I and Article IV herein, sole power to demand or waive any appraisal rights with respect to the Subject Shares and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all such Stockholder’s Subject Shares.
Appears in 4 contracts
Samples: Merger Agreement (Smith & Nephew PLC), Merger Agreement (Osiris Therapeutics, Inc.), Tender and Support Agreement (Osiris Therapeutics, Inc.)
Voting Power. Such Stockholder has or will have sole voting power with respect to all such Stockholder’s Subject Sharespower, and sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article I and Article IV herein, sole power to demand or waive any appraisal rights with respect to the Subject Shares and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no limitations, qualifications or restrictions on such Stockholder’s Subject rights, subject to applicable laws, the terms of such Shares, and the terms of this Agreement. Notwithstanding anything in this Agreement to the contrary, nothing herein shall require Stockholder to exercise any FFE stock options.
Appears in 3 contracts
Samples: Tender and Voting Agreement (Frozen Food Express Industries Inc), Tender and Voting Agreement (Frozen Food Express Industries Inc), Tender and Voting Agreement (Frozen Food Express Industries Inc)
Voting Power. Such Stockholder Each Shareholder has sole voting power with respect to all such Stockholder’s Subject Sharespower, and sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article I and Article IV herein, sole power to demand or waive any appraisal rights with respect to the Subject Shares and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of his or her Subject Shares, with no limitations, qualifications or restrictions on such Stockholderrights, except as provided hereunder. None of such Shareholder’s Subject Shares are subject to any voting trust or other agreement or arrangement with respect to the voting of such Subject Shares, except as provided hereunder.
Appears in 3 contracts
Samples: Tender and Support Agreement (Oracle Corp), Tender and Support Agreement (Stellent Inc), Tender and Support Agreement (Blue Coat Systems Inc)
Voting Power. Such The Stockholder has sole voting power with respect to all such Stockholder’s Subject Sharespower, and sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article I and Article IV herein, sole power to demand or waive any appraisal rights with respect to the Subject Shares and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares Beneficially Owned by such Stockholder’s Subject Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement.
Appears in 3 contracts
Samples: Voting Agreement (Secure Computing Corp), Voting Agreement (McAfee, Inc.), Voting Agreement (Warburg Pincus Private Equity IX, L.P.)
Voting Power. Such Stockholder has sole voting power with respect to all such Stockholder’s Subject Shares, and sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article I and Article IV herein, sole power to demand or waive any and all dissenter’s, appraisal or similar rights (whether arising under the Dissenter’s Rights Statutes or otherwise) with respect to the Subject Shares and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all such Stockholder’s Subject Shares.
Appears in 3 contracts
Samples: Merger Agreement (EQT Corp), Tender and Support Agreement (EQT Corp), Tender and Support Agreement (Trans Energy Inc)
Voting Power. Such The Stockholder has sole voting power power, with respect to all such the Stockholder’s Subject Shares, and sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article I and Article IV herein, sole power to demand or waive any appraisal rights with respect to the Subject Shares this Agreement and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all such of the Stockholder’s Subject Shares. None of the Stockholder’s Subject Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Subject Shares, except as provided under this Agreement.
Appears in 2 contracts
Samples: Support Agreement (Regado Biosciences Inc), Support Agreement (Regado Biosciences Inc)
Voting Power. Such Stockholder has or will have sole voting power with respect to all such Stockholder’s Subject Sharespower, and sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article I and Article IV herein, sole power to demand or waive any appraisal rights with respect to the Subject Shares and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Stockholder’s Subject Covered Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Rofin Sinar Technologies Inc), Merger Agreement (Coherent Inc)
Voting Power. Such Stockholder has or will have sole voting power with respect to all such Stockholder’s Subject Sharespower, and sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article I and Article IV herein, sole power to demand or waive any appraisal rights with respect to the Subject Shares and sole power to agree to all of the matters set forth in this AgreementVoting Agreement and Proxy, in each case with respect to all of Stockholder's Shares, with no limitations, qualifications or restrictions on such Stockholder’s Subject Sharesrights, subject to applicable federal securities laws and the terms of this Voting Agreement and Proxy.
Appears in 2 contracts
Samples: Voting Agreement (Cellegy Pharmaceuticals Inc), Voting Agreement (Cellegy Pharmaceuticals Inc)
Voting Power. Such Stockholder has sole voting power with respect to all such Stockholder’s Subject Sharespower, and sole power of disposition, disposition and sole power to issue instructions with respect to the matters set forth in Article I and Article IV herein, sole power to demand or waive any appraisal rights with respect to the Subject Shares and sole power to agree to all of the matters set forth in this Agreement, in each case case, with respect to all of the Covered Shares with no limitations, qualifications or restrictions on such Stockholder’s Subject Sharesrights, subject to applicable securities Laws and the terms of this Agreement.
Appears in 2 contracts
Samples: Tender and Support Agreement (AI Pan LLC), Tender and Support Agreement (Pandion Therapeutics, Inc.)
Voting Power. Such The Stockholder has sole voting power with respect to all such Stockholder’s Subject Sharespower, and sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article I and Article IV herein, sole power to demand or waive any appraisal rights with respect to the Subject Shares and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares held by Stockholder, with no limitations, qualifications or restrictions on such Stockholder’s Subject Sharesrights, subject to applicable federal securities laws and arising under the terms of this Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Zillow Inc), Voting Agreement (Trulia, Inc.)
Voting Power. Such Stockholder has or will have sole voting power with respect to all such Stockholder’s Subject Sharespower, and sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article I and Article IV herein, sole power to demand or waive any appraisal rights with respect to the Subject Shares and sole power to agree to all of the matters set forth in this AgreementVoting Agreement and Proxy, in each case with respect to all such of Stockholder’s Subject Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Voting Agreement and Proxy.
Appears in 1 contract
Voting Power. Such Stockholder has The Stockholder, together with its Affiliates, have sole voting power with respect to all such Stockholder’s Subject Sharespower, and sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article I and Article IV herein, sole power to demand or waive any appraisal rights with respect to the Subject Shares and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no limitations, qualifications or restrictions on such Stockholder’s Subject Sharesrights, subject to applicable federal securities laws and arising under the terms of this Agreement.
Appears in 1 contract
Voting Power. Such The Stockholder has sole voting power with respect to all such Stockholder’s Subject Sharespower, and sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article I and Article IV herein, sole power to demand or waive any appraisal rights with respect to the Subject Shares herein and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no limitations, qualifications or restrictions on such Stockholder’s Subject Sharesrights, subject to applicable federal securities laws and the terms of this Agreement.
Appears in 1 contract
Voting Power. Such Stockholder has sole voting power with respect to all such Stockholder’s Subject Sharespower, and sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article I and Article IV herein, sole power to demand or waive any appraisal rights with respect to the Subject Shares and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no limitations, qualifications or restrictions on such Stockholder’s Subject Sharesrights, subject to applicable federal securities laws and the terms of this Agreement.
Appears in 1 contract
Samples: Voting Agreement (Answers CORP)
Voting Power. Such Stockholder has sole voting power with respect to all of such Stockholder’s Subject Shares, and sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article I and Article IV herein, sole power to demand or waive any appraisal rights with respect to the Subject Shares herein and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Stockholder’s Subject Shares. None of such Stockholder’s Subject Shares are subject to any stockholders’ agreement, proxy, voting trust or other agreement or arrangement with respect to the voting of such Subject Shares, except as provided pursuant to this Agreement.
Appears in 1 contract
Samples: Tender and Support Agreement (Ruths Hospitality Group, Inc.)
Voting Power. Such The Stockholder has or will have sole voting power with respect to all such Stockholder’s Subject Sharespower, and sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article I and Article IV herein, sole power to demand or waive any appraisal rights with respect to the Subject Shares herein and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no limitations, qualifications or restrictions on such Stockholder’s Subject Sharesrights, subject to applicable federal securities laws and the terms of this Agreement.
Appears in 1 contract
Voting Power. Such Stockholder has or will have sole voting power with respect to all such Stockholder’s Subject Sharespower, and sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article I and Article IV herein, sole power to demand or waive any appraisal rights with respect to the Subject Shares and sole power to agree to all of the matters set forth in this Voting Agreement, in each case with respect to all of Stockholder's Shares, with no limitations, qualifications or restrictions on such Stockholder’s Subject Sharesrights, subject to applicable federal securities laws and the terms of this Voting Agreement.
Appears in 1 contract
Samples: Merger Agreement (Cet Services Inc)
Voting Power. Such Stockholder has or will have sole voting power with respect to all such Stockholder’s Subject Sharespower, and sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article I and Article IV herein, sole power to demand or waive any appraisal rights with respect to the Subject Shares herein and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no limitations, qualifications or restrictions on such Stockholder’s Subject Sharesrights, subject to applicable federal securities laws and the terms of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Voting Power. Such The Stockholder has or will have sole voting power with respect to all such Stockholder’s Subject Sharespower, and sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article I Section 2 and Article IV hereinclauses (i), sole power to demand or waive any appraisal rights with respect to the Subject Shares (ii) and (iii) of Section 3(a) and sole power to agree to all of the matters set forth in this AgreementSection 2 and clauses (i), (ii) and (iii) of Section 3(a), in each case with respect to all of the Shares, with no limitations, qualifications or restrictions on such Stockholder’s Subject Sharesrights, subject to applicable federal securities laws and the terms of this Agreement.
Appears in 1 contract