Voting of the Shares. Each Stockholder hereby irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing until termination of this Agreement in accordance with its terms, at the Stockholders’ Meeting and any other meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of the Company, however called, each Stockholder and each of his, her or its Affiliates that has or acquires Beneficial Ownership of any Securities will appear at such meeting or otherwise cause the Securities to be counted as present thereat for purposes of establishing a quorum and vote (or cause to be voted) the Securities, in connection with all votes required by the Merger Agreement or applicable Law in connection with the following matters, including votes by holders of the Common Shares and Preferred Shares voting together as a single class and votes by the holders of the Preferred Shares voting separately as a single class: (a) in favor of the approval and adoption of the Merger Agreement and the approval of other actions contemplated by the Merger Agreement and any actions required in furtherance thereof, (b) against the approval of any Competing Transaction or the approval of any other action contemplated by a Competing Transaction, (c) in favor of any matters necessary for the consummation of the transactions contemplated by the Merger Agreement, (d) against any action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interface with, delay or postpone, discourage or adversely affect the Merger Agreement or the transactions contemplated thereby and (e) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or other obligation or agreement of the Company contained in the Merger Agreement, or of any Stockholder contained in this Agreement.
Voting of the Shares. Each Stockholder hereby agrees that during the period commencing on the date hereof (the “Effective Date”) and continuing until the termination of this Agreement as specified in Article III hereof (the "Termination Date"), at any meeting of the holders of Company Common Stock, however called, or in connection with any written consent of the holders of Company Common Stock, such Stockholder shall vote (or cause to be voted) the Company Common Stock held of record or Beneficially Owned (as defined herein) by such Stockholder, whether heretofore owned or hereafter acquired, (i) for the Merger and the adoption and approval of the Merger Agreement and the transactions contemplated by the Merger Agreement and (ii) against any proposals for any merger, consolidation, sale or purchase of any assets, reorganization, recapitalization, amendment of the articles of incorporation or bylaws, change in the board of directors, liquidation or winding up of or by the Company or any other extraordinary corporate transaction which shall be reasonably likely to prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement. Each Stockholder, in his, her or its capacity as a Stockholder only, further agrees not to commit or agree to take any action inconsistent with the foregoing. Nothing in this Agreement will be deemed to restrict or limit the right of the Stockholder or any affiliate of the Stockholder to act in his, her or its capacity as an officer or director of the Company consistent with his, her or its fiduciary obligations in such capacity, if advised by counsel such action is required under applicable law. For purposes of this Agreement, "Beneficially Own" or "Beneficial Ownership" with respect to any securities shall mean having "beneficial ownership" of such securities (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended), including pursuant to any agreement, arrangement or understanding, whether or not in writing.
Voting of the Shares. The Shares shall be voted (including in any stockholder action by written consent) in a manner determined by the Board of Directors in the Board of Directors' sole discretion.
Voting of the Shares. The Shareholder hereby agrees, so long as this -------------------- Agreement remains in effect, to vote all of the Shares (a) in favor of the approval and adoption of the Merger Agreement and the approval of the transactions contemplated thereby and (b) against any action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or would impede, interfere with, delay or prevent the consummation of the Merger or the purchase of shares of Common Stock pursuant to the Offer; provided, however, that the provisions of this Section 7 will not prevent the Shareholder, acting in his capacity as a director of the Company, to exercise his fiduciary duties, including with respect to the matters set forth in Article 4.7 of the Merger Agreement.
Voting of the Shares. Subscriber shall have no right to vote the Shares prior to payment and acceptance of the Total Subscription or the Accepted Subscription, as the case may be, provided, however, that Company may, in its discretion, elect to grant to Subscriber the voting rights to the Shares if and to the extent that payment has been made for the Shares as of the record date for the vote, provided further, however, that no such grant of voting rights may be made by Company until the date that the vote is actually held and only if the Total Subscription has been paid and accepted by Company by that date.
Voting of the Shares. Prior to the exercise of any right to vote or grant of a consent with respect to the Shares, Owner shall give notice to Aurora of the subject of such vote or consent and shall consult with Aurora with regard to the manner in which such vote will be cast or consent given. Aurora will thereafter recommend a course of action to Owner, and Owner will, at the time he receives the recommendation from Aurora, indicate his intent to act in accordance with Aurora’s recommendation or in a manner that is not recommended by Aurora. Should Owner indicate his intent to act in a manner that is not recommended by Aurora, Aurora shall have the right to immediately exercise its rights pursuant to Section 3 hereof, and Owner agrees that upon Aurora’s exercise of such rights, he will refrain from voting or granting consent with respect to the Shares until the Shares are transferred in accordance with Section 3. In no event shall Aurora be permitted to vote the Shares and nothing contained herein shall be construed as a voting trust, proxy or other arrangement vesting Aurora with the authority to exercise the voting power of the Shares. Notwithstanding the foregoing, Aurora shall not have any control over the manner in which either the Company or the Owner engages in the practice of medicine or otherwise provides medical care.
Voting of the Shares. Subscriber shall have no right to vote the Shares prior to payment and acceptance of the Total Subscription or the Accepted Subscription, as the case may be.
Voting of the Shares. (a) So long as the Trustee shall hold Trust Shares deposited pursuant to the provisions of this Agreement, the Trustee, as the holder of record of the Trust Shares, shall possess and shall be entitled to exercise all rights and powers of every nature of absolute owner and holder of the Trust Shares, including the right to vote the Trust Shares in person or by its nominee or proxy or by written consent and to take part in and consent to any corporate or stockholders' action of any kind whatsoever (including, without limitation, approval of or consent to any merger or consolidation to which the Company may be a party, whether or not the surviving party, or the dissolution of the Company or the sale of all or any part of its business or assets). The Trustee agrees to vote the Trust Shares as provided in this Section 3.04.
Voting of the Shares. (a) For so long as Aab is living and not Incapacitated (as defined below), each Stockholder other than Aab shall vote all of his, hers or its Shares (whether now owned or hereafter acquired), whether for directors or for any other purpose, in the same manner as Aab.
Voting of the Shares. 2.1 Voting During the term of this Agreement (i) all voting and other decision-making rights arising from, related to, or afforded to, the Shares and (ii) any sale, encumbrance, transfer, disposal, or decision to sell, encumber, transfer, or dispose, of all or part of the Shares, shall be undertaken only upon and pursuant to the unanimous written consent of the Consenting Parties (each a “Consent”). No officer, director, member or manager of the Company, or the Company, may take any of the foregoing actions, and any such attempt to do so shall be null and void, without a Consent specifically authorizing such action.
