Common use of Other Meetings Clause in Contracts

Other Meetings. During the Standstill Period (as such term is hereinafter defined), the Stockholders shall cause all Shares of Common Stock beneficially owned by them, and/or their Affiliates or Associates, as of the record date for any other meeting of stockholders of Arbinet, to be present for quorum purposes and to be voted, at such meeting or any adjournments or postponements thereof, in favor of any matter brought before such meeting upon the recommendation of the Board by a two-thirds ( 2/3rd) vote of those members voting; provided, however, that this provision will not restrict the Stockholders from voting as they deem appropriate in the exercise of their fiduciary duty with respect to a merger, tender offer, reorganization, recapitalization, sale of assets or other similar transaction that is submitted for stockholder approval at such meeting (it being understood that to the extent any such proposal includes the proposed election of an alternate slate of directors in lieu of directors nominated by Arbinet, the Stockholders, together with their Affiliates and Associates, will in all events be required to vote in favor of Arbinet’s nominees).

Appears in 4 contracts

Samples: Settlement and Standstill Agreement (Arbinet Thexchange Inc), Settlement and Standstill Agreement (Arbinet Thexchange Inc), Settlement and Standstill Agreement (Arbinet Thexchange Inc)

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Other Meetings. During the Standstill Period (as such term is hereinafter defined), the Stockholders shall cause all Shares of Common Stock beneficially owned by them, and/or their Affiliates or Associates, as of the record date for any other meeting of stockholders of Arbinet, to be present for quorum purposes and to be voted, at such meeting or any adjournments or postponements thereof, in favor of any matter brought before such meeting upon the recommendation of the Board by a two-thirds ( (2/3rd) vote of those members voting; provided, however, that this provision will not restrict the Stockholders from voting as they deem appropriate in the exercise of their fiduciary duty with respect to a merger, tender offer, reorganization, recapitalization, sale of assets or other similar transaction that is submitted for stockholder approval at such meeting (it being understood that to the extent any such proposal includes the proposed election of an alternate slate of directors in lieu of directors nominated by Arbinet, the Stockholders, together with their Affiliates and Associates, will in all events be required to vote in favor of Arbinet’s nominees).

Appears in 3 contracts

Samples: Standstill Agreement (Arbinet Thexchange Inc), Settlement and Standstill Agreement (Arbinet Thexchange Inc), Settlement and Standstill Agreement (Arbinet Thexchange Inc)

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Other Meetings. During the Standstill Period (as such term is hereinafter defined), the Stockholders shall cause all Shares of Common Stock beneficially owned by them, and/or their Affiliates or Associates, as of the record date for any other meeting of stockholders of Arbinet, to be present for quorum purposes and to be voted, at such meeting or any adjournments or postponements thereof, in favor of any matter brought before such meeting upon the recommendation of the Board by a two-thirds ( 2/3rd(2/3 rd) vote of those members voting; provided, however, that this provision will not restrict the Stockholders from voting as they deem appropriate in the exercise of their fiduciary duty with respect to a merger, tender offer, reorganization, recapitalization, sale of assets or other similar transaction that is submitted for stockholder approval at such meeting (it being understood that to the extent any such proposal includes the proposed election of an alternate slate of directors in lieu of directors nominated by Arbinet, the Stockholders, together with their Affiliates and Associates, will in all events be required to vote in favor of Arbinet’s 's nominees).

Appears in 1 contract

Samples: Settlement and Standstill Agreement (Singer Karen)

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