Voting Obligations Clause Samples
The Voting Obligations clause sets out the duties and requirements for parties to participate in decision-making processes by casting votes as specified in an agreement or organizational rules. Typically, it outlines who is required to vote, the manner in which votes must be cast (such as in person, by proxy, or electronically), and any minimum participation thresholds needed for decisions to be valid. This clause ensures that all relevant parties are actively involved in governance or key decisions, thereby promoting accountability and preventing deadlock or inaction due to lack of participation.
Voting Obligations. During the Interim Period, each Sponsor Person, in its capacity as a holder of Covered Shares, agrees irrevocably and unconditionally that, at the Special Meeting or at any other meeting of the shareholders of Trebia (whether annual or special and whether or not an adjourned or postponed meeting, however called, and including any adjournment or postponement thereof), in connection with any written consent of shareholders of Trebia and in connection with any similar vote or consent of the holders of Trebia Warrants, in their capacities as such, such Sponsor Person shall, and shall cause any other holder of record of any of such Sponsor Person’s Covered Shares to:
(a) when any such meeting is held, appear at such meeting or otherwise cause such Sponsor Person’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at any such meeting (or cause any such consent to be duly and promptly executed and delivered with respect to), all of such Sponsor Person’s Covered Shares owned as of the record date for determining holders entitled to vote at such meeting (or the record date for determining holders entitled to provide such consent) in favor of the Trebia Shareholder Matters and any other matters necessary or reasonably requested by S1 Holdco for consummation of the Transactions; and
(c) vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at any such meeting (or cause any such consent to be duly and promptly executed and delivered with respect to), all of such Sponsor Person’s Covered Shares against any Business Combination Proposal (as defined below) and any other action that is intended, or would reasonably be expected, to (i) impede, interfere with or delay or postpone the consummation of, or otherwise adversely affect, any of the Transactions, (ii) result in a breach of any representation, warranty, covenant or other obligation or agreement of Trebia under the BCA or any other Transaction Agreement or result in a breach of any representation, warranty, covenant or other obligation or agreement of such Sponsor Person under this Sponsor Agreement or (iii) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Trebia, other than, in each case, pursuant to the Trebia Shareholder Matters. The obligations of the Sp...
Voting Obligations. For so long as the Investor Group holds a Minimum Interest:
Voting Obligations. (a) Each of the Parties (other than the Company) agrees that, provided that the Company is not in breach of its obligations under this Agreement (including Section 1 hereof), during the Voting Period (as defined below), at any meeting of the Stockholders, however called, or at any adjournment or postponement thereof, or in connection with any written consent of the Stockholders or in any other circumstances upon which a vote, consent or other approval of all or some of the Stockholders is sought solely with respect to the matters described in this Section 2, such Party shall vote (or cause to be voted) or execute (or cause to be executed) consents with respect to, as applicable, all of the Company securities (including the Securities) owned (beneficially or of record) by such Party (or its Affiliates) as of the applicable record date in favor of (FOR) the election of the persons named in the Company’s proxy statement as the Board’s nominees for election as Directors, and against any other nominees.
(b) With respect to any vote of the Stockholders held during the Voting Period with respect to the matters set forth in Section 2(a), each of the Parties (other than the Company) shall, and shall cause its Affiliates on any applicable record date to, appear at such meeting (in person or by proxy) or otherwise cause all of the Securities held by such Party (or such Affiliates) to be counted as present thereat for purposes of establishing a quorum. Any vote required to be cast or consent required to be executed pursuant to this Section 2 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of recording the results of that vote or consent.
Voting Obligations. 3.1 THE MANUFACTURERS' VOTING OBLIGATIONS
(a) During the Standstill Period for each Manufacturer, such Manufacturer shall take such action as may be required so that all shares of Voting Stock Beneficially Owned by such Manufacturer are voted for or cast in favor of: (i) nominees to the Board of Directors of the Company in accordance with the recommendations of a majority of the Board of Directors of the Company, and (ii) increases in the authorized capital stock of the Company and amendments to stock option plans and employee stock purchase plans, in each case approved by the Company's Board of Directors.
(b) Until the tenth anniversary of the date of this Agreement, (i) at any time that Ford Beneficially Owns at least 2.5% of the Total Current Voting Power of the Company, Ford agrees not to exercise any dissenter's rights, if any, that it may have under applicable law in connection with any merger, consolidation or other reorganization which is approved by the Company's Board of Directors and which is intended to qualify as a "pooling-of-interests" for financial accounting purposes and, solely in connection with any such pooling-of-interests transaction, Ford hereby covenants to enter into a standard affiliate lock-up agreement if requested by the Company (PROVIDED, HOWEVER, that all other persons required to be subject to similar limitations enter into such agreements), regardless of the manner in which Ford may have voted or cast Shares of Voting Stock Beneficially Owned by Ford with respect to such transaction; and (ii) at any time that GM Beneficially Owns at least 2.5% of the Total Current Voting Power of the Company, GM agrees not to exercise any dissenter's rights, if any, that it may have under applicable law in connection with any merger, consolidation or other reorganization which is approved by the Company's Board of Directors and which is intended to qualify as a "pooling-of-interests" for financial accounting purposes and, solely in connection with any such pooling-of-interests transaction, GM hereby covenants to enter into a standard affiliate lock-up agreement if requested by the Company (PROVIDED, HOWEVER, that all other persons required to be subject to similar limitations enter into such agreements), regardless of the manner in which GM may have voted or cast Shares of Voting Stock Beneficially Owned by GM with respect to such transaction.
(c) Except as set forth in paragraphs (a) and (b) above, nothing in this Agreement shall preclude ...
Voting Obligations. The Supporting Company Shareholder, with respect to its Company Ordinary Shares (together with any other equity securities of the Company that the Supporting Company Shareholder acquires record or beneficial ownership of after the date hereof, collectively, the “Subject Company Equity Securities”), hereby agrees during the term of this Agreement, as follows:
(a) to vote (or cause to be voted), at any meeting of the equityholders of the Company, however called, or any adjournment thereof, and in any action by written consent of the equityholders of the Company, or in any other circumstance in which the vote, consent or other approval of the equityholders of the Company is sought (and appear at any such meeting, in person or by proxy, or otherwise cause all of the Supporting Company Shareholder’s Subject Company Equity Securities to be counted as present thereat for purposes of establishing a quorum), all of the Subject Company Equity Securities held by the Supporting Company Shareholder at such time (i) in favor of the Company Equityholder Proposals and (ii) against any action, agreement or transaction or proposal that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the BCA or that would reasonably be expected to result in the failure of the Transactions from being consummated and (b) not to commit or agree to take any action inconsistent with the foregoing.
Voting Obligations. The Stockholder and any Permitted Transferees agree to vote, and shall vote, at all times all of the Shares Beneficially Owned by them for the election of the entire slate of Board nominees established by the Board and submitted to the stockholders of the Company for approval if, and to the extent that, all of the Stockholder's designated Stockholder Directors are included with such nominees; provided that if the Company is in breach of any of its material obligations under the Alliance Agreements as finally determined pursuant to the arbitration procedures set forth in the relevant Alliance Agreement, the Stockholder and any Permitted Transferees may refrain from voting any shares of Common Stock Beneficially Owned by them in favor of, but may not vote against, the election of the entire slate of Board nominees established by the Board; provided further that if such abstention would have the same effect as a vote against the matter or would act to make it impossible to obtain a quorum, the Stockholder and any Permitted Transferees shall vote (and shall be deemed to have voted) all shares of Common Stock Beneficially Owned by them in the same proportion of the votes cast by the other stockholders of the Company of the applicable class of Company securities.
Voting Obligations. Until the earlier of (a) the Closing or (b) termination of the BCA in accordance with Article IX thereof, Sponsor agrees that, at the SPAC Stockholders’ Meeting and in connection with any written consent of the stockholders of SPAC, Sponsor shall vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all of the Sponsor SPAC Shares (i) in favor of the approval and adoption of the BCA, the Transactions and any other proposal submitted for approval by the stockholders of SPAC in connection with the Transactions, including the Extension Proposal (if applicable), and (ii) against any action, agreement, transaction or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SPAC under the BCA or that would reasonably be expected to delay the consummation of the Transactions, increase the likelihood of the failure of the consummation of the Transactions or result in the failure of the Transactions from being consummated. This Section 1 shall be void and of no force and effect if the BCA shall be terminated in accordance with its terms or the Closing shall not occur for any reason.
Voting Obligations. During the Interim Period, each Subject Stockholder, solely in its capacity as a holder of Covered Shares, agrees irrevocably and unconditionally that, at the Special Meeting or at any other meeting of the shareholders of Acquiror (whether annual or special and whether or not an adjourned or postponed meeting, however called, and including any adjournment or postponement thereof), in connection with any written consent of shareholders of Acquiror and in connection with any similar vote or consent of the holders of Acquiror Warrants, in their capacities as such, such Subject Stockholder shall:
(a) when any such meeting is held, appear at such meeting or otherwise cause such Subject Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at any such meeting (or cause any such consent to be duly and promptly executed and delivered with respect to), all of such Subject Stockholder’s Covered Shares owned as of the record date for determining holders entitled to vote at such meeting (or the record date for determining holders entitled to provide such consent) in favor of the Merger Agreement and the Transactions and any other matters necessary or reasonably requested by the Company for consummation of the Transactions; and
Voting Obligations. Each Investor agrees to at all times take all reasonably necessary action, including voting or providing a written consent or proxy with respect to the Common Stock it beneficially owns, to ensure the election of the directors nominated or designated by the other Investor to the Board and to ensure that the terms and intentions of this Agreement are carried out and observed.
Voting Obligations. Each Stockholder entitled to vote for the election of Directors hereby agrees to vote all shares of Common Stock held by such Stockholder in favor of electing the NBA Director to the Board in accordance with Section 2.02, and to take all other necessary action in order to ensure that the composition of the Board is as set forth in Sections 2.01 and 2.02. For the avoidance of doubt, this Agreement, including this Section 2.04, shall not restrict any Stockholder from transferring any of its Common Stock as otherwise permitted by applicable law.