Other Votes. Unless Parent consents or requests otherwise, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of shareholders of the Company, however called, or in connection with any written consent of the holders of Company Shares, or in any other circumstances in which a vote, consent or approval of any of the shareholders of the Company is sought, Shareholder hereby agrees that he shall vote (or cause to be voted) or consent (or cause to be consented) the Committed Shares against (a) any merger agreement, merger, consolidation, combination, sale or issuance of securities, sale or other disposition of substantial assets, spin-off, reorganization, recapitalization, dissolution, liquidation or winding up of, by or involving the Company or any of its subsidiaries (other than the Merger Agreement and the Merger), (b) any Acquisition Proposal and (c) any amendment or modification of the Articles of Incorporation or Bylaws of the Company or of any of its subsidiaries or other proposal or transaction involving the Company or any of its subsidiaries which is reasonably likely to, in any manner, directly or indirectly, materially impair the ability of Parent, Merger Sub or the Company to consummate, or to prevent or materially delay the consummation of, the Offer, the Merger or the other transactions contemplated by the Merger Agreement (collectively, the "Negative Voting Matters"). Shareholder further agrees not to commit or agree to take any action inconsistent with any of the foregoing.
Other Votes. The parties will consult with each other with regard to all matters submitted to a vote of the shareholders of eMerge, and will attempt in good faith to agree on a course of action which is in the best interests of both SSI and ICG, it being acknowledged that this is an obligation to meet and discuss such matters, but not an obligation to act other than in each entity's best interest.
Other Votes. The Key Holder also hereby agrees to vote all Key Holder Shares to approve the transaction contemplated by the Series C Preferred Stock Purchase Agreement, by NASDAQ, or by applicable law.
Other Votes. Notwithstanding anything in this Article I to the contrary, each Stockholder shall remain free to vote the Stockholder Securities with respect to any matter not covered by Section 1.01, in any manner the Stockholder deems appropriate, subject to the Second Amended and Restated Investor Rights Agreement, dated as of August 30, 2019, by and among the Company, MIII, IEA LLC, Selling Stockholders party thereto and OPPF, as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof (the “A&R Investor Rights Agreement”) and the Company’s certificate of incorporation and bylaws.
Other Votes. Notwithstanding anything in this Article I to the contrary, the Stockholder shall remain free to vote the Stockholder Securities with respect to any matter not covered by Section 1.01 or the A&R Investor Rights Agreement in any manner the Stockholder deems appropriate, subject to the A&R Investor Rights Agreement and the Company’s certificate of incorporation and bylaws.
Other Votes. Unless Parent consents or requests otherwise, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company, however called, or in connection with any written consent of the holders of Common Shares, or in any other circumstances upon which a vote, consent or approval of any of the stockholders of the Company are sought, each Stockholder hereby agrees, severally and not jointly, that it shall vote (or cause to be voted) such Stockholder's Shares and Beneficially Owned Shares against (i) any merger agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of, by or involving the Company or any of its subsidiaries (other than the Merger Agreement and the Merger), (ii) any Acquisition Transaction, and (iii) any amendment or modification of the certificate of incorporation or bylaws of the Company or of any of its subsidiaries or other proposal or transaction involving the Company or any of its subsidiaries which is reasonably likely to, in any manner, directly or indirectly, (1) prevent, impede, impair, frustrate or nullify the Offer, the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement, or (2) change the voting rights of any class of capital stock or other securities of the Company (collectively, the "Negative Voting Matters"). Each Stockholder further agrees not to commit or agree to take any action inconsistent with any of the foregoing.
