Voting Undertakings. (a) During any Lock Up Period with respect to any number of Ordinary Share Equivalents Beneficially Owned by the Shareholder and its Group Members, as a group, and, subsequent to such Lock Up Period until the earlier of: (i) for so long as the aggregate number of Ordinary Share Equivalents Beneficially Owned by the Shareholder and its Group Members, as a group, is greater than or equal to 2.5% of the then issued and outstanding Ordinary Shares or (ii) 24 months following the date hereof (hereinafter, the “Voting Undertaking Period”), the Shareholder shall cause all of the Voting Securities Beneficially Owned by it or any of its Group Members or over which it or any of its Group Members has voting control not to be voted, (i) against all those persons nominated and recommended to serve as directors of the Company by the Board and/or any applicable committee thereof (unless a representative of the Incumbent Directors has informed the Shareholder in writing that a majority of directors on the Board and/or such committee at the time of such approval or recommendation are not Incumbent Directors, in which case the Shareholder shall not be obligated to vote in accordance with such recommendation), and (ii) with respect to any other action, proposal or matter to be voted on by the shareholders of the Company (including through action by written consent), in a manner inconsistent with the recommendation of the Board or any applicable committee thereof (unless a representative of the Incumbent Directors has informed the Shareholder in writing that a majority of directors on the Board and/or such committee at the time of such approval or recommendation are not Incumbent Directors, in which case the Shareholder shall not be obligated to vote in accordance with such recommendation); provided, however, that the undertakings in sub-clauses (i) and (ii) above shall not apply to: (1) matters under Sections 270(1), 270(2), 270(3) and 270(4) the Israeli Companies Law and matters which require the declaration by officers or shareholders of a personal interest and/or affiliation with a controlling shareholder as defined in, and in accordance with, the Israeli Companies Law, or (2) matters directly affecting the development of the technology controlled by FameWave Ltd. or (3) where, based on a legal opinion received in writing by the Shareholder from an Israeli counsel with expertise in corporate and securities law directed to the Shareholder and the Company, Shareholder reaso...
Voting Undertakings. (a) For the purpose of effecting the Investor’s rights pursuant to section 5.2, upon the Execution Date, the Company obtained (and delivered copies thereof to the Investor, concurrently with the execution of this Agreement), unconditional irrevocable undertakings in the form acceptable to the Investor, with effect as of the Execution Date (the “Voting Undertakings”), of each of Xxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxxxx, and Xxxxx Xxxxxxxxx (collectively, the “Relevant Shareholders”), holding Ordinary Shares representing 10.1%, 12.9% and 2.9% of the issued Ordinary Shares of the Company respectively (each their “Current Holdings”).
Voting Undertakings. Each Shareholder shall exercise its voting rights and other rights as members of the Company in order to procure (insofar as they are able to do so through the exercise of such rights) that the Company complies with the provisions of this agreement. Each Shareholder shall procure that any Director appointed by it from time to time shall (subject to their fiduciary duties to the Company) exercise their voting rights and other powers and authorities in order to procure (insofar as they are able to do so through the exercise of such rights, powers and authorities) that the Company complies with the provisions of this agreement.
Voting Undertakings. Each Shareholder shall execute any customary forms of proxy in respect of all Ordinary Shares and Questcor Common Stock (as applicable) Beneficially Owned by such Shareholder reasonably required by the Company and/or Questcor, as applicable, validly appointing the Chairman of any shareholder meeting of the Company or Questcor, as applicable, or any person nominated by the Company to attend and vote at any shareholder meeting of the Company or Questcor, as applicable, to the extent provided by and in accordance with Section 1.1 and 1.2 above, and shall ensure that any such executed forms of proxy are received by the Company or Questcor, as applicable, not later than 48 hours prior to the time of the applicable meeting. None of the Shareholders shall revoke the terms of any proxy submitted in accordance with this Section 1.3, either in writing or by attendance at any shareholder meeting or otherwise.
