Voting and Support Agreement Sample Clauses

Voting and Support Agreement a. Each Stockholder irrevocably and unconditionally hereby agrees that, during the term of this Agreement, at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of stockholders of Parent, however called, and in connection with any written consent of the stockholders of Parent, it shall: i. appear at such meeting or otherwise cause all of the Existing Shares and all other shares of Parent Common Stock or voting securities over which such Stockholder has acquired, after the date hereof and prior to the termination of this Agreement, beneficial or record ownership and the sole power to vote or direct the voting thereof (including any such shares of Parent Common Stock or other voting securities of Parent acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Parent Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities (including any Parent equity awards) or otherwise) (the “Subsequently Acquired Shares” and, together with the Existing Shares, the “Shares”), as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum; and ii. vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (A) in favor of the approval of the Parent Stock Issuance, (B) in favor of any proposal to adjourn or postpone any meeting of the stockholders of Parent to a later date if there is not quorum or there are not sufficient votes to approve the Parent Stock Issuance, (C) against any Parent Competing Proposal, and (D) against any action, proposal, transaction or agreement involving Parent or its Subsidiaries, or any amendment of the Organizational Documents of Parent, in each case of this clause (D), which would reasonably be expected to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent contained in the Merger Agreement, or of the Stockholders contained in this Agreement or (2) prevent, impede, delay, interfere with, postpone, discourage or frustrate the purposes of, adversely affect or materially delay the consummation of the transactions contemplated by the Merger Agreement, including the Merger. b. Each Stockholder agrees to exercise all voting or other determination rights that such Stockholder has in any trust or other legal entity to carry out the in...

Voting and Support Agreement. Without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), prior to the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries to, (a) amend or otherwise modify, or agree to amend or otherwise modify, the Voting and Support Agreement or any other contract between Parent or any of its Subsidiaries, on the one hand, and the Stockholder, on the other hand, or (b) enter into, or agree to enter into, any contract between Parent or any of its Subsidiaries, on the one hand, and the Stockholder, on the other hand.

Voting and Support Agreement. The Voting and Support Agreement executed by each Person listed on SECTION 6.3(h) of the Company Disclosure Schedule will continue to be in full force and effect, and each such Person will continue to be bound by the Voting and Support Agreement, as of immediately following the Effective Time.

Voting and Support Agreement. Each of the Investors acknowledges and agrees that, concurrently with execution of the Merger Agreement, and as a condition to the Company’s willingness to enter into the Merger Agreement, the MD Investors are executing a Voting and Support Agreement (the “Voting Agreement”) with the Company in the form set forth on Exhibit G. Notwithstanding any other provision of this Agreement, compliance by the MD Investors with the terms of the Voting Agreement shall not be deemed to violate this Agreement or any representation, warranty, covenant or other provision herein.

Voting and Support Agreement. Concurrently with the execution and delivery of this Agreement, the Company shall cause to be executed and delivered to Nicolet a voting and support agreement, in the form attached hereto as Exhibit B, approving this Agreement and the consummation of the Contemplated Transactions, executed by each director of the Company who holds Company Common Stock.

Voting and Support Agreement. Each Holder hereby agrees that the Shares issued pursuant to this Agreement shall be subject to the terms and conditions of that certain Voting and Support Agreement dated as of July 3, 2019, among Digirad Corporation (“Digirad”) and the Holders, and shall be deemed Shareholder Shares as defined therein.

Voting and Support Agreement. Each Stockholder hereby irrevocably and unconditionally: a. Agrees that, during the term of this Agreement, it shall exercise, or cause to be exercised, all voting or other determinative rights that such Stockholder has in any trust or other legal entity (i) consistent with the terms of the Stockholder’s obligations under this Agreement and (ii) in such manner as to otherwise carry out the intent and purposes of the Stockholder’s obligations in this Agreement. b. Agrees not to, directly or indirectly, commence or participate in, and to take all actions necessary to opt out of, any class in any class action with respect to any claim, derivative or otherwise, against Wildlife, the Company or any of their respective Affiliates relating to the negotiation, execution or delivery of this Agreement, the Merger Agreement, the Wildlife Merger Agreement or the consummation of the transactions contemplated hereby or thereby, including any claim alleging a breach of any fiduciary duty of the Company’s board of directors in connection with the Mergers and any claim challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement. c. Grants to, and appoints, Wildlife, and any individual designated in writing by Wildlife, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Stockholder, to execute or cause the execution of the Written Consent and any similar consent relating to the matters described in this Agreement, to attend on behalf of such Stockholder any meeting of the stockholders of the Company with respect to any of the matters described in this Agreement, to include the Common Stock (to the extent entitled to be included) in any computation for purposes of establishing a quorum at any such meeting, to vote or cause to be voted the Common Stock (to the extent entitled to vote), and, in furtherance of the foregoing purposes and the intent of this Agreement, to execute and deliver in the name and on behalf of such Stockholder, any and all proxies, consents, instruments, certificates, other documents and agreements, and to take any and all other actions, in each case as Wildlife or its designee may reasonably determine to be necessary or appropriate to give effect to the matters contemplated by this Agreement and to consummate the transactions contemplated by the Merger Agreement or the Wildlife Merger Ag...

Voting and Support Agreement. Until the Company Stockholders’ Meeting, the Company shall use its commercially reasonable efforts to cause those Persons identified on Schedule 4.25(a) to enter into a voting and support agreement, which shall be substantially in the form of Exhibit B (the “Voting and Support Agreement”) with respect to Persons holding Company Common Stock which, in each case, among other things, sets forth such Persons’ respective agreements to vote in favor of, as applicable, the Merger, the election of the persons identified on Schedule 4.26 to the Bearing Board and the other transactions contemplated hereby.

Voting and Support Agreement a. Each Stockholder irrevocably and unconditionally agrees that, prior to the Expiration Time, at any meeting of the stockholders of NXU, however called, or at any adjournment thereof, or in any other circumstance in which the vote, consent or other approval of the stockholders of NXU is sought, each Stockholder shall (i) appear at each such meeting or otherwise cause all of his or her Common Stock to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of his or her Common Stock: i. in favor of the approval and adoption of the Proposals; ii. against any Competing Proposal; iii. against any change in the business, management or Board of Directors of NXU (other than in connection with the Transaction Proposals) that would or would reasonably be expected to adversely affect the ability of NXU to consummate the transactions contemplated by the Merger Agreement, including the Merger; and iv. against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Support Agreement, the Merger Agreement or the Transactions, including the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of NXU or Merger Sub under the Merger Agreement, (C) result in any of the conditions set forth in Article IX of the Merger Agreement not being fulfilled or (D) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, NXU. Each Stockholder hereby agrees that he or she shall not commit or agree to take any action inconsistent with the foregoing. b. During the period commencing on the date hereof and ending at the Expiration Time, such Stockholder shall not modify or amend any agreement set forth on Schedule I.