Voting Obligation. At all times during the Standstill Period, Investor shall be entitled to vote (including, if applicable, through the execution of one or more written consents if stockholders of the Company are requested to vote through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company) the shares of Common Stock owned by it or its Affiliates or over which it or its Affiliates have the ability to vote, up to 4.9% of the Company’s outstanding shares of Common Stock (the “Voting ACTIVE/117762661.12 Threshold”), in its sole and absolute discretion; provided that if at any time Investor and its Affiliates collectively have the ability to vote more than 4.9% of the Company’s outstanding shares of Common Stock, then in connection with each meeting of the Company’s stockholders Investor shall cause all of the shares of Common Stock in excess of the Voting Threshold owned by it or any of its Affiliates or over which it or any of its Affiliates have the ability to vote to be present for purposes of determining quorum at such meeting. At all times during the Standstill Period, Investor shall cause the shares of Common Stock owned by it or any of its Affiliates or over which it or any of its Affiliates have the ability to vote in excess of the Voting Threshold to be voted (including, if applicable, through the execution of one or more written consents if stockholders of the Company are requested to vote through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company) in accordance with the recommendation of the Board, including without limitation, in favor of all those persons nominated to serve as directors of the Company by the Board or its Nominating and Governance Committee. For the avoidance of doubt, nothing in this Section 5.4 shall in any way limit or restrict or require Investor to vote or appear to vote up to 4.9% of the Common Stock and notwithstanding the requirements of this Section 5.4, Investor’s voting rights for amounts in excess of the Voting Threshold shall not be restricted or limited in any way with respect to matters with any bearing on its commercial interests or the interests of any of its Affiliates, as determined in the sole discretion of Investor.
Voting Obligation. The Purchaser agrees that for so long as it holds Class A Shares or ADSs which entitle the Purchaser to the voting rights on the matters subject to the Company’s shareholders’ voting during its general meetings, the Purchaser agrees to vote on all matters in the same manner as the Incsight Limited, a British Virgin Islands company. To this end, the Purchaser agrees to issue Incsight Limited a voting proxy and execute the voting agreement attached hereto as the Exhibit C, and/or submit its votes, as directed by Incsight Limited, through the Company’s depository bank in case the Purchaser holds ADSs during the time of the general meeting. In case of the Purchaser’s breach and any circumvention of the voting obligations hereunder, the Purchaser agrees that as the fair remedy for such breach the Company shall be released from its obligations to repay the then outstanding principal amount.
Voting Obligation. Without limiting the rights set forth in ARTICLE VIII, in any general meeting of the Company, or any written resolution described in Section 4.1(f), each Minority Shareholder hereby agrees to exercise all voting and other rights and powers available to such Minority Shareholder, and to take all such actions as are necessary under the Constitution, the Companies Act or otherwise, including to vote in favor of any resolution (whether an ordinary resolution or special resolution) to give effect to any resolution required to consummate a Qualified Private Financing or a Funding Transaction. ARTICLE V MANAGEMENT Section 5.1
Voting Obligation. (a) Vulcan hereby agrees that, until the earlier to occur of (a) the termination of this Agreement pursuant to Section 11.1 hereof (b) or the Closing Date, it will vote all Voting Securities of the Company beneficially owned by it in favor of the Proposals at the Stockholders' Meeting and against any Alternative Transaction; provided, however, that this Section shall not preclude Vulcan from voting any of its Voting Securities in favor of any proposals to amend any Employee Stock Plans.
Voting Obligation. Each of the Stockholders entitled to vote in the election of directors to the Board of Directors of the Company agrees that it shall vote its Common Stock or execute consents, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of Stockholders) in order to ensure that the designees that each of Mr. Romo and FPSH is entitled to nominate to the Board of Directors ox xxx Xxmpany as set forth in this Section 5.2 are so elected.
Voting Obligation. In the event any proposed Transfer under Section 4.1 (together with any subsequent Transfers by the Drag Along Stockholders) would result in a corporate transaction that would require the approval of the Company's stockholders, each Drag Along Stockholder agrees to vote in favor of approving such corporate transaction.
