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”).
Website References The following clauses apply to the Master Contract (“IND DEL”) and all others in the below matrix may apply at the Task Order level, as applicable, depending upon the contract type of the Task Order, or as specifically referenced in the applicable Task Order: CLAUSE # CLAUSE TITLE DATE FP COST TM MC 52.211-8* TIME OF DELIVERY JUN 1997 X X X X 52.211-8* ALTERNATE I APR 1984 X X X X 52.211-8* ALTERNATE II APR 1984 X X X X 52.211-8* ALTERNATE III APR 1984 X X X X 52.211-9* DESIRED AND REQUIRED TIME OF DELIVERY JUN 1997 X X X X 52.211-9* ALTERNATE I APR 1984 X X X X 52.211-9* ALTERNATE II APR 1984 X X X X 52.211-9* ALTERNATE III APR 1984 X X X X 52.211-11* LIQUIDATED DAMAGES – SUPPLIES, SERVICES OR RESEARCH AND DEVELOPMENT SEP 2000 X 52.242-15 STOP-WORK ORDER AUG 1989 X X CLAUSE # CLAUSE TITLE DATE FP COST TM MC 52.242-15 ALTERNATE I APR 1984 X 52.242-17 GOVERNMENT DELAY OF WORK APR 1984 X 52.247-34 F.O.B. DESTINATION NOV 1991 X X 52.247-35 F.O.B. DESTINATION WITHIN CONSIGNEE’S PREMISES APR 1984 X X (Note: Provision numbers followed by an asterisk (*) require fill-ins by the OCO if determined applicable and incorporated into the Order.)
Cross-References References in this Amendment to any Part or Subpart are, unless otherwise specified, to such Part or Subpart of this Amendment.
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TABLE OF CONTENT 0 Abstract 6 1 Introduction 7
Operational Context The System Managers will be responsible for managing the Fleetmap information of the users they are representing. This information is also shared with the other system managers; the ID information also must be kept.
Strategic Context This Agreement is informed by a wider strategic context related to the delivery of safe, quality, financially sustainable and accountable healthcare for all Western Australians. The delivery of health services within the following strategic context is the mutual responsibility of both Parties, whether with reference to supporting information and guidelines or mandatory policy requirements.
Captions and References The captions and headings in this Agreement are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. All references in this Agreement to sections (whether spelled out or using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections, exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted.
Headings Not Controlling 2.2.1 The headings and numbering of Sections, Parts, Appendices Schedules and Exhibits to this Agreement are for convenience only and shall not be construed to define or limit any of the terms herein or affect the meaning or interpretation of this Agreement.
Headings and Table of Contents The inclusion of headings and a table of contents in this Agreement are for convenience of reference only and will not affect the construction or interpretation hereof.
