Common use of Amendments to Articles of Incorporation and Bylaws Clause in Contracts

Amendments to Articles of Incorporation and Bylaws. Each Shareholder hereby agrees to vote all shares of stock of the Company, including the Common Stock, and including beneficial interest in such shares of stock, of whatever class, series or designation (collectively “Shares”) now or hereafter owned by such Shareholder, and agrees to direct his or its Nominee(s) on the Board of Directors of the Company (the “Board of Directors”) to vote, to cause the Articles of Incorporation of the Company and the Bylaws of the Company, each as in effect as of the Effective Date except as may be amended, altered and repealed in accordance with paragraph (d) of Article II (the “Articles of Incorporation” and the “Bylaws,” respectively), to remain in full force and effect. Notwithstanding any implication in the foregoing to the contrary, except for purposes of the foregoing, as used herein, “Shares” shall not include any shares of capital stock of the Company owned by a Shareholder as a result of an award under the Company’s 2008 Equity Incentive Plan and any shares of capital stock of the Company issued on or in respect of any such excluded capital stock, except as otherwise is set forth in the agreement or agreements thereunder with respect to such award or capital stock.

Appears in 2 contracts

Samples: Agreement (Cellular Dynamics International, Inc.), Agreement (Cellular Dynamics International, Inc.)

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Amendments to Articles of Incorporation and Bylaws. Each Shareholder hereby agrees to vote all shares of stock of the Company, including the Common Stock, and including beneficial interest in such shares of stock, of whatever class, series or designation (collectively “Shares”) now or hereafter owned by such Shareholder, and agrees to direct his or its Nominee(s) on the Board of Directors of the Company (the “Board of Directors”) to vote, to cause the Articles of Incorporation of the Company and the Bylaws of the Company, each as in effect as of the Effective Date except as may be amended, altered and repealed in accordance with paragraph (d) of Article II (the “Articles of Incorporation” and the “Bylaws,” respectively), to remain in full force and effect. Notwithstanding any implication in the foregoing to the contrary, except for purposes of the foregoing, as used herein, “Shares” shall not include any shares of capital stock of the Company owned by a Shareholder as a result of an award under the Company’s 's 2008 Equity Incentive Plan and any shares of capital stock of the Company issued on or in respect of any such excluded capital stock, except as otherwise is set forth in the agreement or agreements thereunder with respect to such award or capital stock.

Appears in 2 contracts

Samples: Agreement (Cellular Dynamics International, Inc.), Agreement (Cellular Dynamics International, Inc.)

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