Voting of Shares Board Representation
Voting of Shares Board Representation Sample Clauses
Related to Voting of Shares Board Representation
Voting of Shares Parent shall vote all shares of Company Stock beneficially owned by it or any of its Subsidiaries in favor of adoption of this Agreement at the Company Stockholder Meeting.
Company Board Representation Section 14(f). (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action necessary to cause Purchaser's designees to be so elected, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors or both. At such times, the Company will use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on the board of (i) each committee of the Board of Directors, (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by law. Until Purchaser acquires a majority of the outstanding Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committees.
Listing of Shares The Company hereby agrees to use commercially reasonable best efforts to maintain the listing or quotation of the ADSs, and Ordinary Shares on each Trading Market on which each is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Shares and/or ADSs on such Trading Markets and promptly secure the listing of all of the ADSs and Shares on such Trading Markets. The Company further agrees, if the Company applies to have the Ordinary Shares or ADSs traded on any other Trading Market, it will then include in such application all of the ADSs, Shares, and will take such other action as is necessary to cause all of the ADSs, Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its ADSs and Ordinary Shares on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to use commercially reasonable efforts to maintain the eligibility of the ADSs for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.
Vesting of Shares The shares acquired hereunder shall vest in accordance with the provisions of this Paragraph 7 and applicable provisions of the Plan, as follows:
Board Representation The merger agreement provides that promptly after the later to occur of (1) the purchase of and payment for any shares by our Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange Act, and Rule 14f-1 thereunder, our Parent will be entitled to designate up to such number of directors, rounded up to the next whole number, on Convergent's board of directors as will give our Parent representation on the board equal to the product of the total number of directors on the board (giving effect to the directors elected pursuant to the merger agreement) multiplied by the percentage of the total outstanding number of shares that we or any affiliate of ours beneficially owns. Convergent will, upon request of our Parent, use its best efforts promptly either to increase the size of its board of directors or to secure the resignations of such number of its incumbent directors, or both as is necessary to enable such designees of our Parent to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have the same percentage representation on each committee of Convergent's board of directors, each board of directors (or similar body) of each subsidiary of Convergent, and each committee (or similar body) of each board of directors. The parties have agreed that, in the event that our Parent's designees are elected or appointed to Convergent's board of directors, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directors.
Determination of Voting Rights; Conduct and Adjournment of Meetings (a) Notwithstanding any provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 104 and the appointment of any proxy shall be proved in the manner specified in Section 104 or by having the signature of the Person executing the proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section 104 to certify to the holding of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 104 or other proof.
Merger Without Meeting of Stockholders Notwithstanding the foregoing, if Sub, or any other direct or indirect subsidiary of Parent, shall acquire at least 90 percent of the outstanding Shares, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after expiration of the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.
Legending of Shares If so requested by Parent, Stockholder agrees that the Shares shall bear a legend stating that they are subject to this Agreement.
Merger Without Meeting of Shareholders Notwithstanding Section 2.10, in the event that Parent, the Purchaser or any other subsidiary of Parent shall acquire, in the aggregate, at least 90% of the outstanding Common Shares pursuant to the Offer or otherwise, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Acceptance Date without a meeting of shareholders of the Company, in accordance with Section 60.491 of the OBCA. ARTICLE THREE
Transfer and Voting of Shares 2.1 Transferee of Shares to be Bound by this Agreement. Stockholder agrees that, during the period from the date of this Agreement through the Expiration Time, Stockholder shall not direct, cause or permit any Transfer of any of the Shares to be effected unless the proposed transferee(s) agrees to be bound to the terms hereof and executes and delivers to Acquiror a voting agreement and proxy in the exact form of this Agreement prior to the Transfer. The Company agrees that, during the period from the date of this Agreement through the Expiration Time, it will not recognize as valid or otherwise any Transfer or purported Transfer effected in violation of this Agreement.
