Parent Voting Agreement definition

Parent Voting Agreement has the meaning set forth in the Recitals.

Parent Voting Agreement means the Amended and Restated Voting Agreement dated as of the Closing Date by and among Parent and the parties thereto.

Parent Voting Agreement means the voting agreement executed by RHJI and dated as of the date of this Agreement, whereby RHJI agrees to take specified actions in furtherance of the Transactions and approve the amendment of Parent’s articles of incorporation to authorize the issuance of convertible preferred stock of Parent.

Examples of Parent Voting Agreement in a sentence

• No other state takeover statute or similar statute or regulation applies to or purports to apply to the Merger, this Agreement, the Stock Option Agreements, the Parent Voting Agreement or the transactions contemplated hereby and thereby.

• Action Under Consideration Approve interfund borrowing between various projects and funds of the College.

• As of the date of this Agreement, except as contemplated by this Agreement, the Parent Voting Agreement and the Parent Affiliate Agreement, there are no voting trusts, proxies or other agreements or understandings to which Parent is a party or by which it is bound with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its material subsidiaries.

• This Agreement (including any exhibits hereto, the Company Disclosure Letter and the Parent Disclosure Letter) and the Confidentiality Agreement, the Company Voting Agreement, the Parent Voting Agreement and the other documents and instruments executed pursuant hereto constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties both written and oral, among the Parties, with respect to the subject matter hereof.

• As of the date of this Agreement, except as contemplated by this Agreement, there are no registration rights and, except for the Parent Voting Agreement, there is no voting trust, proxy, rights plan, antitakeover plan or other agreement or understanding to which Parent is a party or by which it is bound with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

More Definitions of Parent Voting Agreement

Parent Voting Agreement is defined in the recitals to the Agreement.

Parent Voting Agreement and, together with the Company Voting Agreements, the “Voting Agreements”).

Parent Voting Agreement means the voting agreement executed by RHJI and dated as of the date of this Agreement, whereby RHJI agrees to take specified actions in furtherance of the Transactions and approve the amendment of Parent's articles of incorporation to authorize the issuance of convertible preferred stock of Parent.

Parent Voting Agreement means the Voting Agreement entered into by each of the Significant Parent Stockholders, respectively and Company on the date hereof, as amended from time to time.

Parent Voting Agreement is defined in the recitals of this Agreement. “Party” and “Parties” are defined in the preamble of this Agreement. “Payoff Letters” means the letters provided by any Person to whom or which any Indebtedness are owed setting forth the amount of, or the formula for the determination of, such Indebtedness and the instructions for the payment of such Indebtedness and acknowledging that upon payment of the amount set forth in such letter at the Closing, (i) such Person will have received all amounts due to such Person from the Company in respect of the Indebtedness owed to such Person and (ii) all Liens and guarantees relating to such underlying Indebtedness will be automatically released and all actions reasonably necessary to evidence such release will be promptly taken by such Person. “Permits” means all permits, approvals, consents, licenses, franchises, exemptions and other authorizations, consents and approvals of or from Governmental Bodies. “Permitted Liens” means (a) statutory Liens for current period Taxes applicable to the assets of the Company not yet due and payable or that are being contested in good faith and for which adequate reserves have been established on the Company Financial Statements in accordance with GAAP; (b) mechanics’, carriers’, workers’, repairers’, landlords’ and other similar liens arising or incurred in the ordinary course of business of the Company; (c) Liens as may have arisen in the ordinary course of business of the Company, none of which are material to the ownership, use or operation of the assets of the Company, so long as such matters do not and would not reasonably be likely to materially impair the continued use and/or occupancy of such asset or property in connection with the operations of the Company; (d) any validly existing easements, rights-of-way, restrictions, restrictive covenants, rights, leases, and other encumbrances on title to real or personal property filed of record that do not materially impair the continued use and/or occupancy of such asset or property in connection with the operations of the Company; (e) zoning and building laws, ordinances and regulations that do not materially impair the continued use and/or occupancy of such asset or property in connection with the operations of the Company; (f) required third-party consents to assignment that are not applicable to the Transactions; and Liens which will be and are discharged or released either prior to, or simultaneously with, the Closing. DB1/ ...

Parent Voting Agreement means the voting agreement among Parent, the Company, the Warburg Holders and Nesstech LLC in the form attached as Exhibit G hereto.

Parent Voting Agreement means the Eighth Amended and Restated Voting Agreement among Parent and certain holders of Parent’s capital stock, dated as of May 29, 2019.