Examples of Company Voting Agreement in a sentence
Assuming the accuracy of Parent’s and Merger Sub’s representations and warranties in Section 4.15, (a) the Company Board has taken all action necessary to exempt the Merger, this Agreement and the transactions contemplated hereby, including the Company Voting Agreement, from Section 203 of the DGCL and (b) to the Knowledge of the Company, no other Takeover Statute enacted under U.S. state or federal laws apply to this Agreement or any of the transactions contemplated hereby.
The Company has obtained the Senior Preferred Director Approval, which, together with the approval of the Merger Agreement by the aggregate number of Covered Shares Beneficially Owned or held by the Stockholders, will trigger the Drag-Along Right, including obligating the Company to provide the Drag-Along Notice (as defined in the Company Voting Agreement) (the “Drag-Along Notice”).
The Merger is an “Approved Transaction,” as defined in the Company Voting Agreement, and the Stockholders constitute the “Requisite Holders” for purposes of Section 4.2 of the Company Voting Agreement.
The Company and the Stockholders agree not to change, amend, modify or waive a provision of the Company Voting Agreement in a manner detrimental to Parent’s interests, including Parent’s interest in the Company Stockholder Approval being satisfied.
Immediately prior to the Effective Time, the Company and each Stockholder shall take all actions required of the Company or such Stockholder to terminate the Company Investor Agreement, Company Voting Agreement and Company ROFR Agreement and to cancel and extinguish all rights granted pursuant to such agreements.