Common use of Voting of Subject Shares Clause in Contracts

Voting of Subject Shares. (a) . At every meeting of the stockholders of the Company called for such purpose, and at every adjournment or postponement thereof, each Stockholder shall, or shall cause the holder of record on any applicable record date to, vote such Stockholder’s Subject Shares (to the extent that any of such Stockholder’s Subject Shares are not purchased in the Offer and provided that the Offer price was not decreased) (i) in favor of the adoption of the Merger Agreement and the transactions contemplated thereby; (ii) against (A) any agreement or arrangement related to any Acquisition Proposal, (B) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of the Company or any of its Subsidiaries, and (C) any change in the present capitalization of the Company or any amendment to the Company’s certificate of incorporation or bylaws; (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement; and (iv) against any other action, proposal or agreement that would reasonably be expected, to (A) impede, interfere with, materially delay or postpone the Merger and the other transactions contemplated by the Merger Agreement or (B) result in a breach in any respect of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement, and in connection therewith, such Stockholder shall execute any documents which are necessary or appropriate in order to effectuate the foregoing. Each Stockholder shall retain at all times the right to vote such Stockholder’s Subject Shares in Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 1.02 that are at any time or from time to time presented for consideration to the Company’s stockholders generally. In the event that any meeting of the stockholders of the Company is held, such Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause such Stockholder’s Subject Shares (to the extent that any of such Stockholder’s Subject Shares are not purchased in the Offer and provided that the Offer price was not decreased) to be counted as present thereat for purposes of establishing a quorum.

Voting of Subject Shares. (a) . At every meeting of the stockholders of the Company called for such purpose, and at every adjournment or postponement thereof, each Stockholder shall, or shall cause the holder of record on any applicable record date to, vote such Stockholder’s its Subject Shares (to the extent that any of such Stockholder’s Subject Shares are not purchased in the Offer and provided that neither the Offer price Price nor the Merger Consideration was not decreased) (i) in favor of the adoption of the Merger Agreement and the transactions contemplated thereby; , (ii) against (A) any agreement or arrangement related to any Acquisition Proposal, and (B) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of the Company or any of its Subsidiaries, and (C) any change in the present capitalization of the Company or any amendment to the Company’s certificate of incorporation or bylaws; (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement; and (iv) against Agreement which is considered at any other action, proposal or agreement that would reasonably be expected, to (A) impede, interfere with, materially delay or postpone the Merger and the other transactions contemplated by the Merger Agreement or (B) result in a breach in any respect such meeting of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreementstockholders, and in connection therewith, such Stockholder shall execute any documents which are necessary or appropriate in order to effectuate the foregoing. Each Stockholder shall retain at all times the right to vote such Stockholder’s its Subject Shares in Stockholder’s its sole discretion and without any other limitation on those matters other than those set forth in this Section 1.02 1.2 that are at any time or from time to time presented for consideration to the Company’s stockholders generally. In the event that any meeting of the stockholders of the Company is held, such Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause such Stockholder’s its Subject Shares (to the extent that any of such Stockholder’s Subject Shares are not purchased in the Offer and provided that the Offer price was not decreasedOffer) to be counted as present thereat for purposes of establishing a quorum.

Voting of Subject Shares. (a) . At every meeting of the stockholders shareholders of the Company called for such purpose, and at every adjournment or postponement thereof, each Stockholder Shareholder shall, or shall cause the holder of record on any applicable record date to, vote such Stockholder’s its Subject Shares (to the extent that any of such StockholderShareholder’s Subject Shares are not purchased in the Offer and provided that the Offer price was not decreasedOffer) (i) in favor of the adoption of the Merger Agreement and the transactions contemplated thereby; , (ii) against (A) any agreement or arrangement related to any Acquisition Proposal, other than the Merger, (B) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of the Company or any of its Subsidiaries, the Company subsidiaries and (C) any change action that would materially impede, interfere with, delay, postpone or adversely affect in any material respect the present capitalization of Merger and the Company or any amendment to transactions contemplated by the Company’s certificate of incorporation or bylaws; Merger Agreement and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement; and (iv) against Agreement which is considered at any other action, proposal or agreement that would reasonably be expected, to (A) impede, interfere with, materially delay or postpone the Merger and the other transactions contemplated by the Merger Agreement or (B) result in a breach in any respect such meeting of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreementshareholders, and in connection therewith, such Stockholder Shareholder shall execute any documents which are necessary or appropriate in order to effectuate the foregoing. Each Stockholder Shareholder shall retain at all times the right to vote such Stockholder’s its Subject Shares in Stockholder’s its sole discretion and without any other limitation on those matters other than those set forth in this Section 1.02 that are at any time or from time to time presented for consideration to the Company’s stockholders shareholders generally. In the event that any meeting of the stockholders shareholders of the Company is held, such Stockholder Shareholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause such Stockholder’s its Subject Shares (to the extent that any of such StockholderShareholder’s Subject Shares are not purchased in the Offer and provided that the Offer price was not decreasedOffer) to be counted as present thereat for purposes of establishing a quorum.

Voting of Subject Shares. Each Voting Shareholder undertakes that (a) . At every at such time as the Company conducts a meeting of, or otherwise seeks a vote or consent of, its shareholders, each Voting Shareholder shall, or shall cause (or, with respect to any Subject Shares that the Voting Shareholder cannot direct the vote, use reasonable efforts to cause) the holder of record on any applicable record date to, vote the Subject Shares Beneficially Owned by such Voting Shareholder in favor of, or provide a consent with respect to, (i) approval and adoption of the Merger Agreement and each of the other transactions contemplated by the Merger Agreement, (ii) approval of any proposal to adjourn or postpone any shareholder meeting to a later date if there are not sufficient votes for the approval and adoption of the Merger Agreement on the date on which such meeting is held, and (iii) any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting or is the subject of any such consent solicitation, and (b) at each meeting of the stockholders shareholders of the Company called for and in connection with each consent solicitation, such purpose, and at every adjournment or postponement thereof, each Stockholder Voting Shareholder shall, or shall cause the holder of record on any applicable record date to, vote such Stockholder’s the Subject Shares (to the extent that any of Beneficially Owned by such Stockholder’s Subject Shares are Voting Shareholder against, and not purchased in the Offer and provided that the Offer price was not decreased) provide consents with respect to, (i) in favor of the adoption of the Merger Agreement and the transactions contemplated thereby; (ii) against (A) any agreement or arrangement related to or in furtherance of any Acquisition Proposal, (Bii) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of the Company or any of its Subsidiaries, and (C) any change in the present capitalization of the Company or any amendment to the Company’s certificate of incorporation or bylaws; (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement; and (iv) against any other action, proposal proposal, transaction or agreement that would reasonably be expecteddelay, to (A) impedeprevent, frustrate, impede or interfere with, materially delay or postpone with the Merger and or the other transactions contemplated by the Merger Agreement or result in the failure of any condition set forth in ARTICLE VIII of the Merger Agreement to be satisfied, and (Biv) any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty, warranty or any other obligation or agreement of the Company under the Merger Agreement, and in connection therewith, such Stockholder shall execute any documents which are necessary Agreement or appropriate in order to effectuate the foregoing. Each Stockholder shall retain at all times the right to vote such Stockholder’s Subject Shares in Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 1.02 that are at any time or from time to time presented for consideration to the Company’s stockholders generally. In the event that any meeting of the stockholders of the Company is held, such Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause such Stockholder’s Subject Shares (to the extent that any of such Stockholder’s Subject Shares are not purchased in the Offer and provided that the Offer price was not decreased) to be counted as present thereat for purposes of establishing a quorumVoting Shareholder under this Agreement.

Voting of Subject Shares. (a) . At During the Support Period, at every meeting of the stockholders of the Company called for such purpose, and at every adjournment or postponement thereof, each Stockholder shall, or shall cause the holder of record on any applicable record date to, vote such Stockholder’s Subject Shares (to the extent that any of such Stockholder’s Subject Shares are not purchased in the Offer and provided that the Offer price was not decreased) (i) in favor of the adoption of the Merger Agreement and the transactions contemplated thereby; , (ii) against (A) any agreement or arrangement related to any Acquisition Proposal, Proposal and (B) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of the Company or any of its Subsidiaries, and (C) any change in the present capitalization of the Company or any amendment to the Company’s certificate of incorporation or bylaws; (iii) in favor of any other matter that Stockholder knows is necessary for consummation of the transactions contemplated by the Merger Agreement; and (iv) against any other action, proposal or agreement that would reasonably be expected, to (A) impede, interfere with, materially delay or postpone the Merger and the other transactions contemplated by the Merger Agreement or (B) result in a breach in any respect of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement, and in connection therewith, such Stockholder shall execute any documents which are necessary or appropriate in order to effectuate the foregoing. Each Stockholder shall retain at all times the right to vote such Stockholder’s Subject Shares in Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 1.02 that are at any time or from time to time presented for consideration to the Company’s stockholders generally. In the event that any meeting of the stockholders of the Company is held, such Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause such Stockholder’s Subject Shares (to the extent that any of such Stockholder’s Subject Shares are not purchased in the Offer and provided that the Offer price was not decreased) to be counted as present thereat for purposes of establishing a quorum.

Voting of Subject Shares. (a) . At every meeting of the stockholders shareholders of the Company called for such purpose, and at every adjournment or postponement thereof, each Stockholder Shareholder shall, or shall cause the holder of record on any applicable record date to, vote such StockholderShareholder’s Subject Shares (to the extent that any of such StockholderShareholder’s Subject Shares are have not been purchased in the Offer and provided that the Offer price was has not been decreased) (i) in favor of the adoption of the Merger Agreement and the transactions contemplated thereby; , (ii) against (A) any agreement or arrangement related to any Acquisition Proposal, (B) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of the Company or any of its Subsidiaries, and (C) any change in the present capitalization business, management or Board of Directors of the Company (other than as directed by Parent, HoldCo or Merger Sub) and (D) any amendment other action, proposal or agreement that would reasonably be expected to impede, interfere with, materially delay or postpone the Company’s certificate of incorporation or bylaws; Merger and the other transactions contemplated by the Merger Agreement, and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement; and (iv) against any other action, proposal or agreement that would reasonably be expected, to (A) impede, interfere with, materially delay or postpone the Merger and the other transactions contemplated by the Merger Agreement or (B) result in a breach in any respect of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement, and in connection therewith, such Stockholder Shareholder shall execute any documents which are necessary or appropriate in order to effectuate the foregoing. Each Stockholder Shareholder shall retain at all times the right to vote such StockholderShareholder’s Subject Shares in Stockholdersuch Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 1.02 that are at any time or from time to time presented for consideration to the Company’s stockholders generally1.02. In the event that any meeting of the stockholders shareholders of the Company is held, such Stockholder Shareholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause such StockholderShareholder’s Subject Shares (to the extent that any of such StockholderShareholder’s Subject Shares are not purchased in the Offer and provided that the Offer price was not decreased) to be counted as present thereat for purposes of establishing a quorum.

Voting of Subject Shares. (a) . At From and after the date hereof, at every meeting of the stockholders holders of Molecular’s Common Stock and Preferred Stock (the Company called for such purpose“Molecular Stockholders”), however called, and at every adjournment or postponement thereofthereof (or pursuant to a written consent if the Molecular Stockholders act by written consent in lieu of a meeting), each the Stockholder shall, or shall cause the holder of record on any applicable record date to, be present (in person or by proxy) and to vote such the Stockholder’s Subject Shares (to the extent that any of such Stockholder’s Subject Shares are not purchased in the Offer and provided that the Offer price was not decreased) (ia) in favor of (A) adopting the Merger Agreement, and approving the Merger, the Preferred Stock Conversion, and the other actions contemplated by the Merger Agreement; (B) acknowledging that the approval given thereby is irrevocable and that the Stockholder is aware of its rights to demand appraisal for its shares pursuant to Section 262 of the DGCL, a copy of which was attached thereto, and that such stockholder has received and read a copy of Section 262 of the DGCL; (C) acknowledging that by its approval of the Merger it is not entitled to appraisal rights with respect to its shares in connection with the Merger and thereby waives any rights to receive payment of the fair value of its capital stock under the DGCL; (D) approving any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the adoption of the Merger Agreement on the date on which such meeting is held; and (E) any other matters necessary to consummate the transactions contemplated therebyContemplated Transactions that are considered and voted upon by the Molecular Stockholders; and (iib) against (A) any agreement or arrangement related to any Acquisition Proposal, (B) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of the Company or any of its Subsidiaries, and (C) any change in the present capitalization of the Company or any amendment to the Company’s certificate of incorporation or bylaws; (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement; and (iv) against any other action, proposal or agreement that would reasonably be expected, to (A) impede, interfere with, materially delay or postpone the Merger and the other transactions contemplated by the Merger Agreement or (B) result in a breach in any respect of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement, and in connection therewith, such Stockholder shall execute any documents which are necessary or appropriate in order to effectuate the foregoing. Each The Stockholder shall retain at all times the right to vote such the Stockholder’s Subject Shares in Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 1.02 1.1 that are at any time or from time to time presented for consideration to the Company’s stockholders generally. In the event that any meeting of the stockholders of the Company is held, such Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause such Stockholder’s Subject Shares (to the extent that any of such Stockholder’s Subject Shares are not purchased in the Offer and provided that the Offer price was not decreased) to be counted as present thereat for purposes of establishing a quorumMolecular Stockholders.

Voting of Subject Shares. (a) . At For so long as this Agreement is in effect, at every meeting of the stockholders Stockholders of the Company called for such purpose, and at every adjournment or postponement thereof, each Stockholder shall, or shall cause the holder of record on any applicable record date to, vote or to provide a written consent in respect of such Stockholder’s Subject Shares (to the extent that any of such Stockholder’s Subject Shares are have not been purchased in the Offer and provided that the Offer price was not decreasedOffer) against (i) in favor of the adoption of the Merger Agreement and the transactions contemplated thereby; (ii) against (A) any agreement Acquisition Proposal or arrangement related any proposal relating to any Acquisition Proposal, (Bii) any liquidationmerger (other than the Merger), dissolutionconsolidation or other combination involving the Company or the Company Subsidiaries or a reorganization, recapitalization, extraordinary dividend dividend, dissolution or other significant corporate reorganization liquidation of the Company or any of its Subsidiaries, and (Ciii) to the extent submitted to a stockholder vote, any change in the present capitalization business, management or Board of Directors of the Company (other than as directed by Parent or any amendment to the Company’s certificate of incorporation Merger Sub) or bylaws; (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement; and (iv) against any other action, proposal or agreement that would reasonably be expected, to (A) reasonably be expected to impede, interfere with, materially delay or postpone the Merger and or the other transactions contemplated by the Merger Agreement or Agreement, (B) result in a breach any of the Offer Conditions or conditions to the Merger not being fulfilled or satisfied or (C) change in any respect manner the dividend policy or capitalization of, including the voting rights of any covenantclass of equity interests in, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement, and in connection therewith, such Stockholder shall execute any documents which are necessary or appropriate in order to effectuate the foregoingCompany. Each Stockholder shall retain at all times the right to vote such Stockholder’s Subject Shares in such Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 1.02 that are at any time or from time to time presented for consideration to the Company’s stockholders generally1.02. In the event that any meeting of the stockholders Stockholders of the Company is held, such Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause such Stockholder’s Subject Shares (to the extent that any of such Stockholder’s Subject Shares are not purchased in the Offer and provided that the Offer price was not decreasedOffer) to be counted as present thereat for purposes of establishing a quorum.