Common use of Voting Undertaking Clause in Contracts

Voting Undertaking. 6.1. Each Founder Party agrees to vote or cause to be voted all of the Voting Shares, including any and all Additional Securities as applicable, Beneficially Owned by such Founder Party from time to time at every meeting (or in connection with any request for action by written consent) of the shareholders of the Company at which any election of individuals nominated by each Holder as director(s) pursuant to a validly delivered Investor Director Notice are considered and at every adjournment or postponement thereof, and to execute a written consent or consents if shareholders of the Company are requested to vote their shares through the execution of an action by written consent. As used herein the term “Voting Shares” shall mean all securities of the Company beneficially owned (as such term is defined in Rule13d-3 under the Exchange Act, excluding any shares underlying unexercised options or warrants, but including any shares acquired upon exercise of such options or warrants) (“Beneficially Owned” or “Beneficial Ownership”) by any Founder Party, including any and all securities of the Company acquired and held in such capacity subsequent to the date hereof (“Additional Securities”).

Appears in 3 contracts

Sources: Investor Rights Agreement (Prosperity Oak Holdings LTD), Investor Rights Agreement (Apex Cyber Capital LTD), Sales and Purchase Agreement (NIP Group Inc.)

Voting Undertaking. 6.1. 6.1 Each Founder Party and New Holder agrees to vote or cause to be voted all of the Voting Shares, including any and all Additional Securities as applicable, Beneficially Owned by such Founder Party from time to time at every meeting (or in connection with any request for action by written consent) of the shareholders of the Company at which any election of individuals nominated by each Original Holder as director(s) pursuant to a validly delivered Investor Director Notice are considered and at every adjournment or postponement thereof, and to execute a written consent or consents if shareholders of the Company are requested to vote their shares through the execution of an action by written consent. As used herein the term “Voting Shares” shall mean all securities of the Company beneficially owned (as such term is defined in Rule13d-3 under the Exchange Act, excluding any shares underlying unexercised options or warrants, but including any shares acquired upon exercise of such options or warrants) (“Beneficially Owned” or “Beneficial Ownership”) by any Founder Party, including any and all securities of the Company acquired and held in such capacity subsequent to the date hereof (“Additional Securities”).

Appears in 1 contract

Sources: Sales and Purchase Agreement (NIP Group Inc.)