Company Stockholder Agreements. (a) Hereafter until the Expiration Time, each Company Stockholder hereby unconditionally and irrevocably agrees that, at any meeting of the stockholders of the Company (or any adjournment or postponement thereof), and in any action by written consent of the stockholders of the Company distributed by the Board of Directors of the Company or otherwise undertaken in connection with or as contemplated by the Business Combination Agreement or the transactions contemplated thereby (which written consent shall be delivered as promptly as reasonably practicable, and in any event within two (2) Business Days following the date that the Registration Statement (as contemplated by the Business Combination Agreement) becomes effective), such Company Stockholder shall, if a meeting is held, appear at the meeting (or any adjournment or postponement thereof), in person or by proxy, or otherwise cause its Subject Shares (to the extent such Subject Shares are entitled to vote on or provide consent with respect to such matter) to be counted as present thereat for purposes of establishing a quorum, and such Company Stockholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares (to the extent such Subject Shares are entitled to vote on or provide consent with respect to such matter):
Company Stockholder Agreements. Hereafter until the Expiration Time, each Company Stockholder hereby unconditionally and irrevocably agrees that, at any meeting of the stockholders of the Company (or any adjournment or postponement thereof), and in any action by written consent of the stockholders of the Company distributed by the Board of Directors of the Company or otherwise undertaken in connection with or as contemplated by the Merger Agreement or the transactions contemplated thereby, including in the form attached hereto as Exhibit A (which written consent shall be delivered promptly, and in any event within twenty-four (24) hours, after the Registration Statement (as contemplated by the Merger Agreement) is declared effective and delivered or otherwise made available to the shareholders of Acquiror and the stockholders of the Company), such Company Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares (to the extent such Subject Shares are entitled to vote on or provide consent with respect to such matter) to be counted as present thereat for purposes of establishing a quorum, and such Company Stockholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares (to the extent such Subject Shares are entitled to vote on or provide consent with respect to such matter):
Company Stockholder Agreements. “Company Stockholder Agreements” shall have the meaning set forth in Section 6.4.
Company Stockholder Agreements. The Company shall provide Acquiror such information and documents as Acquiror shall reasonably request for purposes of reviewing Schedule 4.17 of the Company Disclosure Letter. The Company will use reasonable best efforts to deliver or cause to be delivered to Acquiror, as promptly as practicable on or following the date hereof, from each Person who is a Company Stockholder or is reasonably expected to be a Company Stockholder as of immediately prior to the Effective Time of the First Merger (other than holders of Dissenting Shares), an executed Company Stockholder Agreement substantially in the form attached hereto as Exhibit D (“Company Stockholder Agreement”), pursuant to which (a) each such Person who is an Affiliate of the Company as of the Effective Time of the First Merger shall agree to be bound by the provisions of Rule 145 promulgated under the Securities Act, and (b) each such Person who is an Affiliate shall agree, for itself and its affiliated distributes, assigns and transferees, that half of the shares of Acquiror Common Stock issued to them in connection with the Merger (such Person’s “Restricted Company Shares”) shall be subject to market standoff restrictions that lapse as to all of such Restricted Company Shares on the forty-fifth day after the Effective Time of the First Merger. The foregoing shall not prohibit any sale or other disposition of shares of Acquiror Common Stock in connection with a sale of all or substantially all of the outstanding shares of the Acquiror Common Stock in connection with a merger, reorganization or similar transaction involving Acquiror or a tender offer directed to stockholders of Acquiror generally.
Company Stockholder Agreements. Each of the Company Stockholder Investment Representation, Repurchase and Stockholder Obligation Letters shall be in full force and effect.
Company Stockholder Agreements. (a) At any meeting of the stockholders of the Company, however called, or at any adjournment or postponement thereof, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought, each Company Stockholder shall (i) if a meeting is held, appear at each such meeting (in person or by proxy) or otherwise cause all of its shares of Company Common Stock to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of its shares of Company Common Stock:
Company Stockholder Agreements. The Company shall use its reasonable best efforts to provide Acquiror such information and documents as Acquiror shall reasonably request for purposes of reviewing Schedule 4.17 of the Company Disclosure Letter. In the event the shares of Acquiror Common Stock to be issued in connection with the Merger are to issued in a transaction exempt from registration under the Securities Act by reason of Section 3(a)(10) thereof pursuant to Section 6.1(a), the Company will use reasonable best efforts to deliver or cause to be delivered to Acquiror, as promptly as practicable on or following the date hereof, from each Person who is a Company Stockholder or is reasonably expected to be a Company Stockholder as of immediately prior to the Effective Time of the First Merger (other than holders of Dissenting Shares), an executed Company Stockholder Agreement substantially in the form attached hereto as Exhibit H (“Company Stockholder Agreement”), pursuant to which (a) such Persons who are Affiliates of the Company as of the Effective Time of the First Merger shall agree to be bound by the provision of Rule 145 promulgated under the Securities Act, and (b) all such Persons shall agree that any shares of Acquiror Common Stock issued to them as Initial Stock Consideration or First Booking Stock Earnout may not be sold or otherwise transferred or disposed of until after the one year anniversary of the Effective Time of the First Merger (after which time such shares may be sold only in conformance with the volume limitations set forth in Rule 144(e) promulgated under the Securities Act).
Company Stockholder Agreements. From the date hereof until the Expiration Time, each Company Stockholder hereby unconditionally and irrevocably agrees that, at any meeting of the stockholders of the Company (or any adjournment or postponement thereof), and in any action by written consent of the stockholders of the Company distributed by the Board of Directors of the Company or otherwise undertaken as contemplated by the Merger Agreement or the transactions contemplated thereby, including in the form attached as Exhibit A (which written consent shall be delivered promptly, and in any event within forty-eight (48) hours, after the Registration Statement (as contemplated by the Merger Agreement) is declared effective and delivered or otherwise made available to the stockholders of Parent and the stockholders of the Company), such Company Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and such Company Stockholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares:
Company Stockholder Agreements. (a) Hereafter until the Expiration Time, each Company Stockholder hereby unconditionally and irrevocably agrees that, at any meeting of the stockholders of the Company (or any adjournment or postponement thereof), and in any action by written consent of the stockholders of the Company distributed by the board of directors of the Company or otherwise undertaken as contemplated by the transactions contemplated by the Merger Agreement in a form reasonably acceptable to Acquiror (which written consent shall be delivered as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act and delivered or otherwise made available to stockholders, and in any event within forty-eight (48) hours after the Registration Statement is declared effective and delivered or otherwise made available to stockholders), such Company Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and such Company Stockholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares:
Company Stockholder Agreements. “Company Stockholder Agreements” shall mean each of: (a) the Amended and Restated Stockholder Rights Agreement, dated as of December 14, 2007, among the Company and the persons and entities listed on Schedule A thereto, as amended, (b) the Amended and Restated Registration Rights Agreement, dated as of December 14, 2007, among the Company and the persons and entities listed on Schedule I thereto, as amended, (c) the First Refusal and Co-Sale Agreement, dated as of December 14, 2007, among the Company, the persons and entities listed on Schedule A thereto and the persons listed on Schedule B thereto, as amended, (d) the Voting Agreement, and (e) the Amended and Restated Stock Restriction Agreement, dated as of February 17, 2006, among the Company and the Stockholders (as defined therein), as amended.
