Agreement to Vote Proxy Sample Clauses

Agreement to Vote Proxy. (a) The Stockholder hereby agrees that, until the Termination Date (as defined in Section 10), at any meeting of the stockholders of the Company, however called, or in connection with any written consent of the Stockholders of the Company, such Stockholder shall vote (or cause to be voted) the Shares held of record or beneficially by such Stockholder (i) in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance hereof and thereof; (ii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (iii) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement or any such actions identified in writing by Purchaser in advance): (A) any extraordinary corporate transaction, including, without limitation, a merger, consolidation or other business combination involving the Company or its Subsidiaries; (B) a sale, lease or transfer of a material amount of assets of the Company or its Subsidiaries or a reorganization, recapitalization, dissolution or liquidation of the Company or its Subsidiaries; (C) any change in the majority of the board of directors of the Company; (D) any material change in the present capitalization of the Company or any amendment of the Company's Certificate of Incorporation or By-Laws; (E) any other material change in the Company's corporate structure or business; or (F) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or materially adversely affect the Merger or the transactions contemplated by the Merger Agreement or this Agreement. Such Stockholder shall not enter into any agreement or understanding with any person or entity to vote or give instructions in any manner inconsistent with clauses (i) or (ii) of the preceding sentence. Notwithstanding the foregoing, it is agreed that the Stockholder will be permitted to vote for an Acquisition Proposal if the Merger Agreement is terminated by the Company pursuant to Section 6.01(e) of the Merger Agreement.
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Agreement to Vote Proxy. (a) Shareholder agrees with, and covenants to, Parent and Merger Sub as follows:
Agreement to Vote Proxy. (a) Each Stockholder agrees, to ------------------------ the extent such Stockholder continues to own, or have legal rights in respect of, its Shares, with, and covenants to, Parent and Acquisition Sub as follows:
Agreement to Vote Proxy. (a) At such time as Catellus conducts a meeting of, solicits written consents from, or otherwise seeks a vote of, its stockholders with respect to any of the following, each Shareholder agrees, subject to Section 12, to vote all of the Securities, as applicable, beneficially owned by him or her or with respect to which he or she exercises voting power (directly or indirectly), (i) in favor of approval of the Merger Agreement and all other actions contemplated by the Merger Agreement or otherwise necessary or desirable for the consummation of the Merger and (ii) against any Competing Transaction (as such term is defined in the Merger Agreement).
Agreement to Vote Proxy. During the term of this Agreement, each Investor will, and will cause its controlled Affiliates to, vote and/or execute a new Written Consent in substantially the form attached hereto as Exhibit B with respect to all of the shares of Series A Preferred Stock then held by such Investor and its controlled Affiliates, in the event the Record Date has not occurred within 60 days of the date of this Agreement. Upon the failure of any Investor to deliver a Written Consent in respect of all their shares of Series A Preferred Stock in accordance with the prior sentence promptly following a written request thereof delivered by the Company, such Investor hereby grants to the Company a proxy coupled with an interest in all shares of Series A Preferred Stock beneficially owned by such Investor, which proxy shall be irrevocable until this Agreement terminates pursuant to its terms (at which time this proxy shall automatically be revoked) or this Section 2.3 is amended to remove such grant of proxy in accordance with Section 16.3, to vote or deliver a Written Consent in respect of all such shares of Series A Preferred Stock in the manner provided in this Section 2.3. It is agreed and understood that monetary damages would not adequately compensate the Company for the breach of this Section 2.3 by any Investor, that this Section 2.3 shall be specifically enforceable, and that any breach or threatened breach of this Section 2.3 shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each Investor hereby waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach.
Agreement to Vote Proxy. Each Shareholder agrees with, and covenants to, the Company as follows:
Agreement to Vote Proxy. Each of the Shareholders hereby agrees to vote such Shareholder’s Company Securities as follows at every meeting of the shareholders of the Company and at every adjournment or postponement thereof or at any written action of the shareholders or otherwise with respect to any of the following matters:
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Agreement to Vote Proxy. (a) Each Stockholder agrees with, and covenants to, Lender that at any meeting of stockholders of the Company called to vote upon an amendment of the Company's certificate of incorporation to increase the Company's authorized common stock to 75,000,000 shares (the "Charter Amendment"), or at which a vote, consent or other approval with respect to the Charter Amendment is sought, and at every adjournment thereof, Stockholder shall vote (or cause to be voted) or shall consent, execute a consent or cause to be executed a consent in respect of the Pino Xxxres, NCVC Shares or DYDX Shares, as applicable, in favor of the Charter Amendment.
Agreement to Vote Proxy. During the term of this Agreement, each Party agrees that, if at any time it is (or, if applicable, any of its Permitted Transferees are) then entitled to vote for the election of the Directors, it shall (and, if applicable, shall cause its such Permitted Transferees to): (i) vote all of its (and such Permitted Transferee’s) Shares or execute proxies or written resolutions or consents, as the case may be, and (ii) take all other necessary actions (including causing the JV to call an extraordinary general meeting of Shareholders) in order to ensure that the composition of the Board is as set forth in this Section 4.02. Upon the failure of any Party (or any of such Party’s Permitted Transferees) to vote its (or such Permitted Transferees’) Shares in accordance with the terms of this Section 4.02, such Party hereby grants (and agrees to cause its such Preferred Transferees to grant) to the JV a proxy coupled with an interest in all Shares owned by such Party (or such Preferred Transferees), which proxy shall be irrevocable until this Agreement terminates pursuant to its terms or this Section 4.02, to vote all such Shares in the manner provided in this Section 4.02. It is agreed and understood that monetary damages would not adequately compensate an injured Party for a breach of this Section 4.02 by the other Party, that this Section 4.02 shall be specifically enforceable, and that any breach or threatened breach of this Section 4.02 shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each Party hereby expressly waives any claim or defense that there is an adequate remedy at law for any such breach or threatened breach.
Agreement to Vote Proxy. During the term of this Agreement, the Shareholders that are entitled to elect Directors of the Company pursuant to the Memorandum and Articles and this Agreement will vote and will cause their Affiliates to vote at an annual or extraordinary general meeting of the Shareholders, or will execute and will cause their Affiliates to execute a written consent with respect to, all of the Shares then held by the Shareholders and such Affiliates, for the election of such individuals so designated in accordance with this Section 2.02. Upon the failure of any Shareholders to vote their Shares in accordance with the terms of this Section 2.02, such Shareholders hereby grant to the Company a proxy coupled with an interest in all Shares owned by such Shareholder, which proxy shall be irrevocable until this Agreement terminates pursuant to its terms or this Section 2.02, to vote all such Shares in the manner provided in this Section 2.02. It is agreed and understood that monetary damages would not adequately compensate an injured Shareholder for the breach of this Section 2.02 by any other Shareholders, that this Section 2.02 shall be specifically enforceable, and that any breach or threatened breach of this Section 2.02 shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each Shareholder waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach.
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