TABLE OF CONTENTS. ARTICLE I
TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).
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TABLE OF CONTENTS. ARTICLE 1 - PREAMBLE 1
TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (A...
TABLE OF CONTENTS. Notwithstanding the rights described below in the section “— Availability of Specific Performance,” each of Parent and Purchaser acknowledged and agreed that if the Company Termination Fee becomes payable and is paid by Steinway as described in this section “— Termination Fees”, the right to receive the Company Termination Fee as described in this section “— Termination Fees”, together with reimbursement of any applicable Parent Expenses, shall constitute the sole and exclusive remedy of Parent and Purchaser against Steinway and its subsidiaries and any of their respective former current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents affiliates or assignees for any loss suffered as a result of the failure of the Transactions to be consummated or for a breach or failure to perform under the Merger Agreement or otherwise, and upon payment of such amount, no such persons shall have any further liability or obligation relating to or arising out of the Merger Agreement or the Transactions. The parties to the Merger Agreement acknowledged that the agreements contained in the provisions described in this section “— Termination Fees” are an integral part of the Transactions and that, without those provisions, none of the parties would have entered into the Merger Agreement. If Steinway or Parent, as the case may be, fails to promptly pay any amount due as described in this section “— Termination Fees,” and either Parent or Steinway, as the case may be, commences a suit that results in a judgment against the other party, such paying party shall reimburse the other party for all costs and expenses (including attorneys’ fees) incurred in connection with such suit, together with interest on such amount. Availability of Specific Performance. The Merger Agreement provides that Steinway shall not be entitled to specific performance or any other equitable relief in order to cause Parent and Purchaser to consummate the Offer or the Merger or cause the Equity Financing to be funded (whether under the Merger Agreement or the Equity Commitment Letter) unless (i) all conditions to the Offer and the closing of the Merger (other than those conditions that by their terms are to be satisfied at the Offer Closing or closing of the Merger, as applicable, but subject to the satisfaction of such conditions at the Offer Closing or closing of the Merger, as applicable) have been satisfied or waived, (ii) Parent and Purchase...
TABLE OF CONTENTS. Paragraph Article Subject Page 100 Article 1 Purpose of Agreement 1 200 Article 2 Scope of Agreement 1 300 Article 3 Recognition and Union Security 3 400 Article 4 Community Disaster 4 500 Article 5 Management 5 600 Article 6 General Provisions 5 700 Article 7 Reduction in Force and Reduction of Scheduled Hours 9 800 Article 8 New Hires, Transfers, Promotions and Additional Hours 14 900 Article 9 Probation 21 1000 Article 10 Bulletin Boards 22 1100 Article 11 Discrimination 22 1200 Article 12 Hours of Work and Overtime 22 1300 Article 13 Compensation 28 1400 Article 14 Work/Life Balance Time Off Program 37 1500 Article 15 Leaves of Absence 48 1600 Article 16 Jury Duty and Legal Proceedings 57 1700 Article 17 Mileage Allowance 57 1800 Article 18 Life Insurance, Health Plan, Dental Plan and Pension Plan Coverage 58 1900 Article 19 Alternate Compensation Program 69 2000 Article 20 Physical Examinations 71 2100 Article 21 Discipline and Discharge 71 2200 Article 22 No Strikes – No Lockouts 73 2300 Article 23 Access and Visitation of Union Representatives 73 2400 Article 24 Stewards and Grievance Committee 74 2500 Article 25 Grievance Procedure 75 2600 Article 26 Special Committee 81 2700 Article 27 Classification Review 83 2800 Article 28 Safety 84 2900 Article 29 Savings Clause 85 3000 Article 30 Duration of Agreement 86 PAGE Appendix A - Wage Structures 90 Letter of Understanding 132 SUPPLEMENT National Agreement AGREEMENT THIS AGREEMENT made and entered into as of the 1st day of October 1, 2005 by and between KAISER FOUNDATION HOSPITALS, THE XXXXXX FOUNDATION HEALTH PLAN and THE SOUTHERN CALIFORNIA PERMANENTE MEDICAL GROUP, herein collectively referred to as the “Employer,” and the OFFICE AND PROFESSIONAL EMPLOYEES INTERNATIONAL UNION, LOCAL 30, AFL-CIO, CLC, hereinafter referred to as the “Union.”
TABLE OF CONTENTS. This Table of Contents is not part of the Agreement to which it is attached but is inserted for convenience of reference only. Page ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1 Section 1.01. Certain Defined Terms 1 Section 1.02. Computation of Time Periods; Terms Generally 26 Section 1.03. Accounting Terms; GAAP 26 Section 1.04. Daily Simple XXXXX Disclaimer 27 ARTICLE II AMOUNTS AND TERMS OF THE LOANS 28 Section 2.01. Loans 28 Section 2.02. Evidence of Indebtedness 28 Section 2.03. Interest 28 Section 2.04. Voluntary Commitment Reductions and Prepayments 29 Section 2.05. Notice of Credit Events; Funding of Loans 29 Section 2.06. Payment on the Loans and Other Obligations 30 Section 2.07. Mandatory Commitment Reductions and Repayments 31 Section 2.08. Payment of Fees 32 Section 2.09. Increased Costs, Illegality, Etc 32 Section 2.10. Taxes 34 Section 2.11. Sharing of Payments, Etc 38 Section 2.12. Mitigation; Replacement of Lender 39 Section 2.13. Interest Rate Determination 40 ARTICLE III RESERVED 40 ARTICLE IV REPRESENTATIONS AND WARRANTIES 40 Section 4.01. Organization; Powers 40 Section 4.02. Authorization; Enforceability 40 Section 4.03. Governmental Approvals; No Conflicts 41 Section 4.04. Financial Condition; No Material Adverse Change 41 Section 4.05. Litigation 41 Section 4.06. Compliance with Laws and Agreements; No Default 41 Section 4.07. Investment Company Status 42 Section 4.08. Taxes 42 Section 4.09. Disclosure 42 Section 4.10. Margin Regulations 42 Section 4.11. Beneficial Ownership 43 Section 4.12. Use of Proceeds 43 Section 4.13. Acquisition Documents 43 Section 4.14. Solvency 43 ARTICLE V CONDITIONS OF LENDING 43 Section 5.01. Conditions to Effective Date 43 Section 5.02. Conditions to Closing Date 44 Section 5.03. Each Subsequent Borrowing Date 45 Section 5.04. Actions during Certain Funds Period 45 Section 5.05. Determinations under Article V 46 ARTICLE VI AFFIRMATIVE COVENANTS 46 Section 6.01. Financial Statements and Other Information 46 Section 6.02. Notices of Material Events 48 Section 6.03. Existence; Conduct of Business 48 Section 6.04. Payment of Obligations 48 Section 6.05. Maintenance of Properties 48 Section 6.06. Insurance 48 Section 6.07. Books and Records and Visitation Rights 49 Section 6.08. Compliance with Laws 49 Section 6.09. Use of Proceeds 49 Section 6.10. Beneficial Ownership 49 Section 6.11. Scheme and Offer 50 ARTICLE VII NEGATIVE COVENANTS 52 Section 7.01. Liens 52 Section 7.02. Fundamental Changes 53 Section 7....
TABLE OF CONTENTS. ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1
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