Voting Undertaking definition

Voting Undertaking means an undertaking by Founder to vote all of the Golden Meditech shares he has control in favor of the Restructuring (as defined in Recital (F) of the Notes), details of which are contained in the Founder Letter.
Sample 1Sample 2Sample 3
Voting Undertaking means, in respect of any M&A Event, the undertaking by each of Izhak Nakar, Nir 4 You Ltd., Don Dixon, Ido Schechter and their respective Affiliates (the "Restricted Parties") to vote their Equity Interests of the Company against any M&A Event that reflects a valuation of the Company of less than Ninety Million Dollars ($90,000,000).
Sample 1Sample 2
Voting Undertaking and “Voting Undertakings” have the meaning ascribed thereto in the recitals. *remainder of page has intentionally been left blank*
Sample 1Sample 2

Examples of Voting Undertaking in a sentence

  • Without limiting the foregoing, it is understood that any violation of the restrictions in this Section 5.7 by any officer, director, controlled Affiliate or employee of the Company or any of its Subsidiaries or any investment banker, attorney or other representative retained by the Company or any of its Subsidiaries or any other Person who shall have entered into a Voting Undertaking shall be deemed to be a breach of this Section 5.7 by the Company.

  • Under the terms of the Netcom Voting Undertaking, the irrevocable undertaking from Netcom BVI will lapse if (a) the Share Repurchase and the Share Repurchase Agreement are not approved by the Independent Shareholders at the EGM or (b) the SKT Offer lapses in accordance with its terms.

  • 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.

  • In the event that any G2 Notes shall have been converted into G2 Conversion Shares, each G2 Investor holding such G2 Conversion Shares shall, immediately prior to and as a condition to such conversion, execute and deliver to Baidu an irrevocable voting undertaking and an irrevocable voting proxy and power of attorney incorporating the Terms of Irrevocable Voting Undertaking and Proxy.

  • Except as set forth in the Uber Voting Proxy and other irrevocable voting proxies entered into by the Affiliates of Uber and the Uber Voting Undertaking and other voting undertakings entered into by the Affiliates of Uber CV, Uber CV and its Affiliates shall have the right to exercise all votes in respect of the Shares held by them in accordance with Article 8.4(A)(c) of the Memorandum and Articles.

  • Except as set forth in the Uber Voting Proxy and other irrevocable voting proxies entered into by the Affiliates of Uber and the Uber Voting Undertaking and other voting undertakings entered into by the Affiliates of Uber CV, Uber CV and its Affiliates shall have the right to exercise all votes in respect of the Shares held by them in accordance with Article 8.4(A)(c).D.

  • Uber CV has executed and delivered the Uber Voting Proxy and the Uber Voting Undertaking with respect to the Shares specified therein and shall cause its Affiliates to enter into an irrevocable voting proxy and an irrevocable voting undertaking in the same form of the Uber Voting Proxy and the Uber Voting Undertaking with respect to any and all of such Shares subsequently acquired and beneficially owned by such Affiliate.

  • Netcom Voting Undertaking The Netcom Voting Undertaking was delivered to SKT on 25 September 2009.

  • This Limited Guarantee, the Merger Agreement, the Voting Undertaking, the Carveout Transaction Agreement, the Confidentiality Agreements, the Equity Financing Commitments (to the extent the Company is a third party beneficiary thereof), the Golden Gate Limited Guarantee and the Wolverine Limited Guarantee constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof.

  • Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 5.4 by any officer, director, controlled affiliate or employee of the Seller or any of its affiliates or any investment banker, attorney or other advisor or representative of the Seller or any of its affiliates or any other person who shall have entered into a Voting Undertaking shall be deemed to be a breach of this Section 5.4 by the Seller.


More Definitions of Voting Undertaking

Voting Undertaking means the voting undertaking dated on or about the Signing Date and provided by the MGOCo in favour of CITIC and Able Star Associates Limited.
Sample 1
Voting Undertaking means each voting undertaking dated as of October 26, 2017 executed and delivered to Baidu Holdings Limited by each holder of Series G2 Preferred Shares; and
Sample 1
Voting Undertaking means the agreed form voting undertaking granted, or to be granted, by Cayman 1 in favour of the Security Agent;
Sample 1
Voting Undertaking means the undertaking to be given by each Investor, subject to English law, in respect of exercising voting rights to implement and comply with this Agreement, in the form set out in Annex E.
Sample 1
Voting Undertaking has the meaning set forth in Section 2.1(a) of this Agreement.
Sample 1

Related to Voting Undertaking

  • Participating Underwriter means any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds.

  • Managing Underwriter means, with respect to any Underwritten Offering, the book running lead manager of such Underwritten Offering.

  • Disinterested Shareholder means a shareholder that is not an Insider to whom options may be granted under the Plan and they are not an Associate of any Insider.

  • Pending Underwritten Offering means, with respect to any Holder forfeiting its rights pursuant to this Section 4.5(l), any underwritten offering of Registrable Securities in which such Holder has advised the Company of its intent to register its Registrable Securities either pursuant to Section 4.5(a)(ii) or 4.5(a)(iv) prior to the date of such Holder’s forfeiture.

  • majority of the outstanding voting securities shall have the meaning set forth for such terms in the 1940 Act.

  • Voting Control means, with respect to a share of Class B Common Stock, the power (whether exclusive or shared) to vote or direct the voting of such share by proxy, voting agreement or otherwise.

  • Voting Shares means the Common Shares and any other shares in the capital of the Corporation entitled to vote generally in the election of all directors.

  • Company Underwriter has the meaning set forth in Section 4(a).

  • voting security means any security presently entitling the owner or holder thereof to vote in the direction or management of the affairs of a person, or any security issued under or pursuant to any trust, agreement or arrangement whereby a trustee or trustees or agent or agents for the owner or holder of such security are presently entitled to vote in the direction or management of the affairs of a person.

  • Company Voting Securities means the combined voting power of all outstanding voting securities of the Company entitled to vote generally in the election of directors to the Board.

  • Majority Participating Holders means Participating Holders holding more than 50% of the Registrable Securities proposed to be included in any offering of Registrable Securities by such Participating Holders pursuant to Section 2.1 or Section 2.2.

  • non-voting security means a restricted security that does not carry the right to vote generally, except for a right to vote that is mandated, in special circumstances, by law;

  • Managing Underwriters means the investment banker or investment bankers and manager or managers that shall administer an underwritten offering under a Shelf Registration Statement.

  • Voting Securities means any securities of the Company that vote generally in the election of directors.

  • Initiating Holder has the meaning set forth in Section 2.01(a).

  • Piggyback Registration shall have the meaning given in subsection 2.2.1.

  • Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.

  • restricted voting security means a restricted security that carries a right to vote subject to a restriction on the number or percentage of securities that may be voted or owned by one or more persons or companies, unless the restriction is

  • Insider Shares means all shares of Common Stock of the Company owned by an Insider immediately prior to the Company’s IPO. For the avoidance of doubt, Insider Shares shall not include any IPO Shares purchased by Insiders in connection with or subsequent to the Company’s IPO.

  • Voting Share means (i) a Common Share of the Company and (ii) any other share of capital stock of the Company entitled to vote generally in the election of directors or entitled to vote together with the Common Shares in respect of any merger, consolidation, sale of all or substantially all of the Company's assets, liquidation, dissolution or winding up. References in this Agreement to a percentage or portion of the outstanding Voting Shares shall be deemed a reference to the percentage or portion of the total votes entitled to be cast by the holders of the outstanding Voting Shares.

  • Voting Agreements has the meaning set forth in the Recitals.

  • Voting Stock of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

  • ERISA-Qualifying Underwriting A best efforts or firm commitment underwriting or private placement that meets the requirements of an Underwriter’s Exemption.

  • Business Combination Proposal has the meaning set forth in Section 5.8.