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. 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. 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. 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.
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. 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. 1.1. Prior to the Closing, and unless the Merger Agreement is terminated pursuant to Section 8.1 thereof, the Shareholder hereby agrees, at any annual, extraordinary, or special meeting of the shareholders of the Company (including without limitation the meeting called to approve the Merger Agreement), and at any postponement(s) or adjournment(s) thereof, or pursuant to any consent in lieu of a meeting or otherwise (the "MEETING"), to vote (or cause to be voted) all Shareholder Shares and all of the Company Shares the Shareholder now or hereafter owns or controls, whether beneficially or otherwise held by it (including as a result of exercise of the options or other securities or rights convertible, exercisable or exchangeable into Company Shares or otherwise) (collectively, the "SHARES") in the following manner: (i) in favor of the Merger Agreement 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 under the Merger Agreement; (iii) against any Alternative Transaction Proposal (as defined in the Merger Agreement); and (iv) against any other action involving the Company or its subsidiaries which is intended, or is reasonably expected, to impede, interfere with, delay, postpone, or adversely affect the consummation of the Merger Agreement and the transactions contemplated thereby. Prior to the Closing and unless the Company terminates the Merger Agreement in accordance with Section 8.1 thereof, the Shareholder 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 1.1.
1.2. The Shareholder understands and acknowledges that the Purchasers are entering into the Merger Agreement in reliance upon the Shareholder's execution and delivery of this Undertaking.
1.3. Without derogating from any provisions to the contrary in the Merger Agreement, to the extent permitted under applicable law, the provisions of this Section 1 and the obligations hereunder shall attach to the Shares and shall be binding upon any person to which legal or beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including, without limitation, the Shareholder`s admi...
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) and/or any election of individuals nominated by Mx. Xxx 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 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. Each Purchaser hereby irrevocably undertakes to the Company as follows:
(i) As of Closing, such Purchaser will be the registered holder and/or beneficially own and/or otherwise be able to control the exercise of all rights attaching to, including the ability to procure the exercise of voting rights on the Ordinary Shares as set out on Exhibit J hereto (the “Beneficially Owned Shares”). Such Purchaser also confirms that it has not agreed (conditionally or otherwise) or given instructions to sell, transfer, encumber or otherwise dispose of, charge, encumber or grant any option or other right into or over all or any of the Beneficially Owned Shares or any interest therein and furthermore it will not enter into such agreement or give such instructions prior to the earlier of 7 August 2020 or the Shareholder Approval Date.
(ii) From and after the date of this Agreement and until the earlier of 7 August 2020 or the Shareholder Approval Date, in connection with any Shareholders Meeting at which the matters described in the definition of “Shareholder Approval” are to be considered and, if thought fit, approved (the “Resolutions”), such Purchaser shall or, where applicable, will procure that the registered holder of the Beneficially Owned Shares (together with any other shares of which the Purchaser may become the registered and/or beneficial owner or whose voting rights the Purchaser is otherwise able to control prior to such Shareholders Meeting, the “Beneficially Owned Voting Shares”) will, in person or by proxy cast all votes attaching to the Beneficially Owned Voting Shares, or otherwise procure that all such votes shall be cast by the registered holders of the Beneficially Owned Voting Shares, at the Shareholders Meeting (and at any adjournment thereof):
(A) in favor of the Resolutions whether on a show of hands or upon a poll, by person or by proxy, or duly appointed representative; and
(B) against any resolution or proposal to adjourn the Shareholders Meeting or to amend the Resolutions (to the extent that such amendment is not recommended by the chairman of the Shareholders Meeting).
(iii) Such Purchaser shall or, where applicable, will procure that the registered holder of the Beneficially Owned Voting Shares will, as soon as reasonably practicable and by no later than the date and time stated in the Shareholder Circular, appoint a proxy in accordance with the procedure set out in the Shareholder Circular, so that such proxy appointment shall provide an a...
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 XxxXx in Ireland (a Shareholders’ Meeting) and vote, as shareholders of XxxXx, as directed in writing by the Major Shareholder, on any vote on any matter which relates to a Special Majority Approval.
