Parent Voting Agreement Sample Clauses

Parent Voting Agreement. Simultaneous with the execution of the Prior Agreement, Parent caused the voting agreement in the form attached as EXHIBIT 7.10 (the "PARENT VOTING AGREEMENT") to be executed by all directors and officers of Parent and their affiliates holding in the aggregate at least 60% of the Parent shares of Parent Common Stock outstanding on the Prior Agreement Date, and to be delivered to INT'X.xxx.
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Parent Voting Agreement. The Parent Voting Agreement shall have been executed and delivered by each of the Principal Stockholders and shall be in full force and effect.
Sample 1
Parent Voting Agreement. (a) Parent shall direct each WCAS Party (as defined in the Agreement dated November 23, 1998 between Parent and Welch, Carson, Andexxxx & Xtowx XX, L.P. and the other signatories thereto relating to the acquisition of Seer Technologies, Inc.) to grant a proxy to vote all that WCAS Party's shares of Parent Common Stock to one or more individuals designated by Parent, and Parent shall cause such designee to vote all the shares of Parent Common Stock for which such proxies have been granted as set forth in Section 2 hereof.
Sample 1
Parent Voting Agreement. The Parent shall deliver or cause to be delivered to Company, concurrently with the execution of this Agreement, from each of the individual officers and directors of the Parent listed on Exhibit G-1, as executed Parent Voting Agreement with the Company substantially in the form attended hereto as Exhibit G-2.
Sample 1
Parent Voting Agreement. To Parent’s and Merger Sub’s knowledge, the Parent Voting Agreement constitutes a legal, valid and binding obligation of the parties thereto and is enforceable against the shareholders of Parent party thereto in accordance with its terms. The Parent Voting Agreement does not contravene or conflict with the organizational or governing documents of Parent or Merger Sub.
Sample 1
Parent Voting Agreement. Concurrently with the execution of this Agreement, Purchaser has delivered to Seller a true, complete and correct copy of the Parent Voting Agreement. The Parent Voting Agreement is valid, binding and enforceable against the shareholders of Parent in accordance with its terms, and is in full force and effect. The Parent Voting Agreement does not contravene or conflict with the organizational or governing documents of Parent or Purchaser.
Sample 1
Parent Voting Agreement. (a) At every meeting of the stockholders of the Company called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, Parent hereby irrevocably and unconditionally agrees to be present (in person or by proxy) and vote (or cause to be voted), or, with respect to any written consent solicitation, deliver (or cause to be delivered) a written consent with respect to, all of the shares of Company Securities or Company Subsidiary Securities owned beneficially or of record, directly or indirectly (including pursuant to derivative Contracts), by Parent or any of its Subsidiaries or Affiliates, or which any such Person has the right to acquire (collectively, the “Subject Securities”): (i) in favor of the adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, and any related proposal in furtherance thereof, (ii) in favor of any proposal to adjourn or postpone any such meeting to a later date if there are not sufficient votes to adopt this Agreement and/or if there are not sufficient shares present in person or by proxy at such meeting to constitute a quorum, or as otherwise proposed by the Company and (iii) in favor of any other matter necessary or advisable to consummate the transactions contemplated by this Agreement in accordance with this Agreement. Parent shall provide the Company with at least five Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Securities.
Sample 1
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Parent Voting Agreement. The Parent Voting Agreement shall be in full force and effective at and as of the Effective Time.
Sample 1

Related to Parent Voting Agreement

  • Voting Agreement Stockholder hereby agrees with Parent that, at any meeting of Company's stockholders, however called, and any adjournment or postponement thereof, or in connection with any written consent of Company's stockholders, Stockholder shall vote any Shares with respect to which Stockholder has voting power (i) in favor of approval of the Merger and the Merger Agreement and any actions recommended by the Board of Directors of Company that are required in furtherance of the transactions contemplated thereby; provided that Stockholder shall not be required to vote for any action that would decrease the number of shares of Parent Common Stock to be received by the stockholders of Company in respect of their shares of Company capital stock in the Merger; (ii) against any proposal to authorize any action or agreement that would result in a breach in any respect of any representation, warranty, covenant, agreement or obligation of Company under the Merger Agreement or that would prevent the consummation of the Merger; (iii) against: (A) any proposal by Company to enter into or consent to any Third Party Acquisition (as defined below); (B) any change in the individuals who, as of the date hereof, constitute the Board of Directors of Company (except as contemplated by the Merger Agreement); (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Company and any Third Party (as defined below), other than the Merger; (D) a sale, lease, transfer or disposition of all or substantially all of the assets of Company's business outside the ordinary course of business, or of any assets that are material to its business whether or not in the ordinary course of business, or a reorganization, recapitalization, dissolution or liquidation of Company; (E) any amendment of Company's Certificate of Incorporation or bylaws, except as contemplated by the Merger Agreement; and (F) any other action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement, or any of the transactions contemplated by this Agreement; and (iv) in favor of any proposal to grant Company's management discretionary authority to adjourn any meeting of Company's stockholders for the purpose of soliciting additional proxies in the event that, at any meeting held for the purpose of considering the Merger Agreement, the number of shares of Company Common Stock present or represented and voting in favor of the Merger is insufficient to approve the Merger.

  • Voting Agreements The Shareholder agrees with, and covenants to, Buyer as follows:

  • Parent Vote Immediately following the execution and delivery of this Agreement, Parent, in its capacity as the sole stockholder of Merger Sub, will execute and deliver to Merger Sub and the Company a written consent approving the Merger in accordance with the DGCL.

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

  • Merger Agreement The term "Merger Agreement" shall have the meaning set forth in the preface.

  • Stockholder Agreements Except as provided in this Agreement and the other Transaction Documents, there are no agreements, written or oral, between the Company and any current holder of its securities, or to the Company's knowledge, among any holders of its securities, relating to the acquisition (including, without limitation, rights of first refusal, anti-dilution or preemptive rights), disposition, registration under the Securities Act, or voting of the Common Stock or Preferred Stock.

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

  • Stockholder Consent (a) So long as the Board of Directors of the Company shall not have withdrawn, modified or changed its recommendation in accordance with the provisions of Section 7.8(b) hereof, the Company, acting through its Board of Directors, shall, in accordance with Delaware law and its certificate of incorporation and by-laws, take all actions reasonably necessary to establish a record date for, duly call, give notice of, convene, and hold a stockholders meeting for the purpose of obtaining the requisite approval and adoption of this Agreement and the transactions contemplated hereby by the Stockholders. The Company shall notify each Stockholder, whether or not entitled to vote, of the proposed Company stockholders’ meeting. Such meeting notice shall state that the purpose, or one of the purposes, of the meeting is to consider the Merger and shall contain or be accompanied by a copy or summary of this Agreement. Notwithstanding the foregoing, the Board of Directors of the Company shall not be required to take all actions reasonably necessary to establish a record date for, duly call, give notice of, convene and hold a stockholders meeting for the purpose of obtaining the requisite approval and adoption of this Agreement and the transactions contemplated hereby by the Stockholders if the Company’s Board of Directors and the requisite Stockholders otherwise take all actions reasonably necessary to approve this Agreement and the transactions contemplated hereby by written consent in lieu of a meeting of the stockholders of the Company to the extent permitted by applicable law.

  • Support Agreement CFSC will not terminate, or make any amendment or modification to, the Support Agreement which, in the determination of the Agent, adversely affects the Banks’ interests pursuant to this Agreement, without giving the Agent and the Banks at least thirty (30) days prior written notice and obtaining the written consent of the Majority Banks.

  • Shareholder Agreements As a material inducement to Parent to enter into this Agreement, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the "Shareholder Agreements"), pursuant to which they have agreed, among other things, to vote their shares of Company Common Stock in favor of this Agreement.

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