Voting Undertaking Clause Samples

Voting Undertaking. The holders of shares of the Company conferring a majority of the votes at the Company’s General Meeting and the Preferred Supermajority (as such term is defined in the Venus Articles) shall have executed and delivered the Voting Undertaking.

Voting Undertaking. (a) The voting rights of the Retractable Preferred Stock to be issued to Holder as contemplated by this Agreement and the Series F CoD shall be equivalent to an aggregate vote equal to 280,943 shares of Common Stock. Holder hereby acknowledges that such voting rights have been determined in order to limit the aggregate voting rights of all of the shares of Retractable Preferred Stock that will be issued by the Company to all holders of the Retractable Preferred Stock (including Holder), such that the aggregate voting rights shall not exceed an aggregate of 19.99% of the currently issued and outstanding Common Stock, as calculated immediately prior to the execution of the L▇▇▇▇ SPA and this Agreement. (b) Subject to the Company’s compliance with the terms and conditions of this Agreement and the Series F CoD, H▇▇▇▇▇ agrees to continue to own and vote all of its shares of Retractable Preferred Stock at the Company’s first annual meeting of stockholders after the date hereof, to be held no later than December 31, 2025 (the “Stockholder Meeting Deadline”) in favor of all proposals recommended by the Board of Directors of the Company that are presented for stockholder approval at such annual meeting; provided, that nothing shall require the Holder to approve any action that would circumvent or otherwise interfere with the due performance of this Agreement and/or the Series F CoD, as applicable (the “Stockholder Approval”). H▇▇▇▇▇ agrees to promptly vote such shares of Retractable Preferred Stock within seven (7) days after the Company files a definitive proxy statement for the Company’s annual meeting of stockholders. (c) The voting of Retractable Preferred Stock pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law. For the avoidance of doubt, voting of the Retractable Preferred Stock pursuant to the Agreement need not make explicit reference to the terms of this Agreement.

Voting Undertaking. At the Shareholders’ Meeting and any other meeting of the shareholders of the Company called to seek the Requisite Company Vote or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect of the Merger Agreement, the Merger or any other transaction contemplated by the Merger Agreement is sought, each Rollover Shareholder shall appear at the meeting, in person or by proxy, or otherwise cause his or her Rollover Shares to be counted as present thereat for purposes of establishing a quorum, and he or she shall vote or consent (or cause to be voted or consented), in person or by proxy, all of his or her Rollover Shares: (a) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, and (b) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of such Rollover Shareholder contained in this Agreement.

Voting Undertaking. If for any reason the authority granted under paragraph 1 above does not result in the Major Shareholder being able to achieve the Special Majority Approval, each of the Minority Shareholder(s) undertakes to attend all meetings of Shareholders of the Company in Luxembourg (a Shareholders’ Meeting) and vote, as shareholders of the Company, as directed in writing by the Major Shareholder, on any vote on any matter which relates to a Special Majority Approval.

Voting Undertaking. (a) The Shareholders undertake to, and shall procure that their respective Relevant Affiliates, exercise their voting rights so as (i) to give full effect to the composition of the Board of Directors as provided for in this Clause 2 and Articles 19 and 20, and (ii) therefore to vote in favour of the appointment as directors of the candidates proposed by, as the case may be, the Reference Shareholder or the Restricted Shareholders in accordance with this Clause 2 and Article 19.3. (i) The Restricted Shareholder Parties undertake to, and shall procure that their respective Relevant Affiliates, exercise their voting rights at the Restricted Shareholders’ Meeting (or for constituting a Requisite Majority) in such a manner that, in relation to the confirmation of any temporary appointment made in accordance with Article 22.1(c)(i), no alternative candidate is proposed at the next Shareholders’ Meeting that is not an Ordinary Shareholders’ Meeting, and (ii) each Shareholder undertakes to, and shall procure that their respective Relevant Affiliates, vote in favour of the confirmation of any temporary appointment made in accordance with Article 22.1(c)(i) at such next Shareholders’ Meeting, unless otherwise agreed by the Proposing Holder in respect of the candidate whose temporary appointment is to be confirmed. (c) Each Restricted Shareholder Party undertakes to procure that any custodian in respect of any Ordinary Shares referred to in Article 20.2(b)(iii) which are owned on behalf of it or any of its Relevant Affiliates exercises its voting rights in respect of such Ordinary Shares, in each case to give effect to the principles set out in Clauses 2.2(a) and 2.2(b).

Voting Undertaking. 7.5.1. Prior to the Closing and unless this Agreement is terminated in accordance with its terms, the Seller hereby agrees, at any annual, extraordinary, or special meeting of the shareholders of the Company (including without limitation the meeting called to approve the Series Agreements), and at any postponement(s) or adjournment(s) thereof, or pursuant to any consent in lieu of a meeting or otherwise, to vote (or cause to be voted) all Purchased Shares and all of the Ordinary Shares the Seller now or hereafter owns or controls, whether beneficially or otherwise held by him (including as a result of exercise of the options or other securities or rights convertible, exercisable or exchangeable into Ordinary Shares or otherwise) (collectively, the "SHARES") in the following manner: (i) in favor of the Series Agreements and the approval of the terms thereof and each of the transactions contemplated thereby, and any actions required in furtherance thereof; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company or the Seller hereunder or under the Series Agreements; (iii) except as otherwise expressly agreed to in writing in advance by Alpha, against any Acquisition Proposal or Acquisition Transaction (as defined in the PIPE Agreement) and any Other Proposal or Other Transaction; and (v) any other action involving the Company or its subsidiaries which is intended, or could in any manner be expected, to impede, interfere with, delay, postpone, or adversely affect the Series Agreements and the transactions contemplated thereby or hereby. Prior to the Closing and unless this Agreement is terminated in accordance with its terms, the Seller shall not enter into any agreement or understanding with any person the effect of which would be inconsistent with or violative of the provisions and undertakings referred to in this Section 7. 7.5.2. The Seller shall deliver a proxy to the Purchasers under the PIPE Agreement in accordance with the terms of the Voting Undertaking and Irrevocably Proxy dated of even date. 7.5.3. The Seller understands and acknowledges that the Purchaser is entering into the Series Agreements in reliance upon the Seller's execution and delivery of this Agreement. 7.5.4. The Purchaser understands and acknowledges that the transactions contemplated herein are an integral part of the transactions contemplated under the Series Ag...

Voting Undertaking. The holders of shares of the Company conferring a majority of the votes at the Company’s General Meeting and the Preferred Supermajority (as such term is defined in the Venus Articles) shall have executed and delivered a voting agreement pursuant to which such holders have agreed to vote in favor of an amendment to the Venus Articles to effect the Series D Increase, substantially in the form attached hereto as Exhibit C (the “Voting Undertaking”).

Voting Undertaking. 6.1. Each Founder Party agrees to vote or cause to be voted all of the Company Ordinary Shares beneficially owned by such Founder Party from time to time at every meeting (or in connection with any request for action by written consent) of the shareholders of the Company at which any Purchaser Shareholder Matters (as defined in the Sales and Purchase Agreement), any Additional Purchaser Shareholder Matters (as defined in the Sales and Purchase Agreement) and/or any election of individuals nominated by GT Controller as directors pursuant to a validly delivered Investor Director Notice are considered (including the Special Meeting (as defined in the Sales and Purchase Agreement) and the Additional Special Meeting (as defined in the Sales and Purchase Agreement)) and at every adjournment or postponement thereof, and to execute a written consent or consents if shareholders of the Company are requested to vote their shares through the execution of an action by written consent.

Voting Undertaking. From the date hereof and until this Agreement its terminated in accordance with its terms, Seller undertakes, subject to any applicable law, to vote all Sold Shares, at the general meeting and any other meeting of the shareholders of the Company (or any action by written consent in lieu of a meeting) or any adjournment thereof, in person or by proxy, or, as applicable, execute written consents in respect thereof, (i) in favor of the authorization, execution, performance and delivery of the Investment Agreement and all the transactions contemplated by the Investment Agreement, (ii) in favor of the authorization, execution, performance and delivery of any other agreement, document or action which is required to be approved by the shareholders of the Company as a condition to the consummation of the transactions contemplated by the Investment Agreement and (iii) in favor of any adjournment or postponement of the general meeting of the shareholders of the Company or other meeting recommended by the board of directors of the Company if there are not sufficient votes for the authorization, execution, performance and delivery of the Investment Agreement on the date on which such meeting is initially held or scheduled, as applicable.