Company Voting Agreement Sample Contracts

AGREEMENT AND PLAN OF MERGER Among OMNICITY CORP. And OMNICITY ACQUISITION CO. And OMNICITY, INCORPORATED Dated December 29, 2008 (December 31st, 2008)

Merger. ........................................................................................................................... Effective Time. ................................................................................................................... Closing. ....................................................................................................................... Effects of the Merger. ........................................................................ Effect of Merger on Company Shares and Merger Sub Shares. . Shareholder Approval. ...................................................................... Limitations on Resale. ........................................................................ No Dissenting Shares. .......................................................................... Procedure for Exchange of Shares. ........................................ Company Lenders. .........................................................................

WebSideStory – Exhibit A-2 Form of Company Voting Agreement (October 31st, 2007)

THIS VOTING AGREEMENT (this Agreement) is made and entered into as of October 25, 2007 by and among Omniture, Inc., a Delaware corporation (Parent), Visual Sciences, Inc., a Delaware corporation (the Company), and the undersigned stockholder (Stockholder) of the Company.

Exhibit A-2 Form of Company Voting Agreement (October 31st, 2007)

THIS VOTING AGREEMENT (this Agreement) is made and entered into as of October 25, 2007 by and among Omniture, Inc., a Delaware corporation (Parent), Visual Sciences, Inc., a Delaware corporation (the Company), and the undersigned stockholder (Stockholder) of the Company.

WebSideStory – Exhibit A-2 Form of Company Voting Agreement (October 31st, 2007)

THIS VOTING AGREEMENT (this Agreement) is made and entered into as of October 25, 2007 by and among Omniture, Inc., a Delaware corporation (Parent), Visual Sciences, Inc., a Delaware corporation (the Company), and the undersigned stockholder (Stockholder) of the Company.

WebSideStory – Exhibit A-2 Form of Company Voting Agreement (October 31st, 2007)

THIS VOTING AGREEMENT (this Agreement) is made and entered into as of October 25, 2007 by and among Omniture, Inc., a Delaware corporation (Parent), Visual Sciences, Inc., a Delaware corporation (the Company), and the undersigned stockholder (Stockholder) of the Company.

EasyLink Services International Corporation – Company Voting Agreement (May 9th, 2007)

THIS COMPANY VOTING AGREEMENT (this Agreement) is dated as of May 3, 2007 between Internet Commerce Corporation, a Delaware corporation (Parent), and the undersigned stockholder (Stockholder) of EasyLink Services Corporation, a Delaware corporation (the Company).

Company Voting Agreement (April 13th, 2007)

COMPANY VOTING AGREEMENT (this Agreement) dated as of April , 2007, by and between INHIBITEX, INC., a Delaware corporation (Parent), and the Stockholders of FERMAVIR PHARMACEUTICALS, INC., a Florida corporation (the Company), whose signatures appear on the signature pages to this Agreement (each a Stockholder). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined herein).

Fermavir Pharmaceuticals, Inc. – Company Voting Agreement (April 13th, 2007)

COMPANY VOTING AGREEMENT (this Agreement) dated as of April 9, 2007, by and between INHIBITEX, INC., a Delaware corporation (Parent), and the Stockholders of FERMAVIR PHARMACEUTICALS, INC., a Florida corporation (the Company), whose signatures appear on the signature pages to this Agreement (each a Stockholder). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined herein).

Vantagemed – Exhibit A-1 Form of Company Voting Agreement (February 20th, 2007)

THIS VOTING AGREEMENT (this Agreement) is made and entered into as of February , 2007, by and between Nightingale Informatix Corporation, a corporation existing under the laws of the Province of Ontario (Parent), and the undersigned stockholder and/or optionholder of the Company (the Stockholder) of VantageMed Corporation, a Delaware corporation (the Company). Capitalized terms used and not otherwise defined herein shall have the representative meanings assigned to them in the Merger Agreement (as defined below).

Vantagemed – Form of Company Voting Agreement (February 20th, 2007)

THIS VOTING AGREEMENT (this Agreement) is made and entered into as of February ___, 2007, by and between Nightingale Informatix Corporation, a corporation existing under the laws of the Province of Ontario (Parent), and the undersigned stockholder and/or optionholder (the Stockholder) of VantageMed Corporation, a Delaware corporation (the Company). Capitalized terms used and not otherwise defined herein shall have the representative meanings assigned to them in the Merger Agreement (as defined below).

Electronic Clearing House, Inc. – Contract (December 14th, 2006)

EXHIBIT 10.1 COMPANY VOTING AGREEMENT THIS VOTING AGREEMENT (this "AGREEMENT") is made and entered into as of December 14, 2006 by and between Intuit Inc., a Delaware corporation ("PARENT"), and the undersigned stockholder (the "STOCKHOLDER") of Electronic Clearing House, Inc., a Nevada corporation (the "COMPANY"). RECITALS: A. Parent, the Company and Merger Sub have entered into an Agreement and Plan of Merger (the "MERGER AGREEMENT"), which provides for the merger (the "MERGER") of Merger Sub with and into the Company, pursuant to which all outstanding capital stock of the Company will be converted into the right to receive a cash payment, as set forth in the Merger Agreement. B. The Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")) of such number of shares of the outstanding

Broadcaster Inc – Contract (May 5th, 2006)
Southwest Cmnty Bancorp – Exhibit D-1 Company Voting Agreement (February 21st, 2006)

This VOTING AGREEMENT (this Agreement), dated as of February , 2006, is entered into by and between Placer Sierra Bancshares, a California corporation (Parent), and (the Shareholder).

Placer Sierra Bancshares – Exhibit D-1 Company Voting Agreement (February 21st, 2006)

This VOTING AGREEMENT (this Agreement), dated as of February , 2006, is entered into by and between Placer Sierra Bancshares, a California corporation (Parent), and (the Shareholder).

Xenogen Corp – Company Voting Agreement (February 16th, 2006)

VOTING AGREEMENT, dated as of February 10, 2006 (this Agreement), by and between Caliper Life Sciences, Inc., a Delaware corporation (Parent), and the undersigned stockholder (Stockholder) of Xenogen Corporation, a Delaware corporation (the Company).

Identix Inc – Company Voting Agreement (January 13th, 2006)

This COMPANY VOTING AGREEMENT (Agreement) is made and entered into as of January 11, 2006 by and between Identix Incorporated, a Delaware corporation (the Company), and the person whose name appears on the signature page hereto as a stockholder (Stockholder) of Viisage Technology, Inc., a Delaware corporation (Parent).

L-1 Identity Solutions, Inc. – Company Voting Agreement (January 13th, 2006)

This COMPANY VOTING AGREEMENT (Agreement) is made and entered into as of January 11, 2006 by and between Identix Incorporated, a Delaware corporation (the Company), and the person whose name appears on the signature page hereto as a stockholder (Stockholder) of Viisage Technology, Inc., a Delaware corporation (Parent).

CyberGuard – Company Voting Agreement (August 19th, 2005)

This COMPANY VOTING AGREEMENT (Agreement) is made and entered into as of August ___, 2005 by and between Secure Computing Corporation, a Delaware corporation (Parent), and the person whose name appears on the signature page hereto as a shareholder (Shareholder) of CyberGuard Corporation, a Florida corporation (Company).

Company Voting Agreement (August 19th, 2005)

This COMPANY VOTING AGREEMENT (Agreement) is made and entered into as of August , 2005 by and between Secure Computing Corporation, a Delaware corporation (Parent), and the person whose name appears on the signature page hereto as a shareholder (Shareholder) of CyberGuard Corporation, a Florida corporation (Company).

Extended Systems – Exhibit A-2 Form of Company Voting Agreement (August 1st, 2005)

THIS VOTING AGREEMENT (this "Agreement") is made and entered into as of July 28, 2005 by and between Sybase, Inc., a Delaware corporation ("Parent"), and the undersigned stockholder and/or option holder (the "Stockholder") of Extended Systems Incorporated, a Delaware corporation (the "Company").

Extended Systems – Exhibit A-1 Form of Company Voting Agreement (August 1st, 2005)

THIS VOTING AGREEMENT (this "Agreement") is made and entered into as of July 28, 2005 by and between Sybase, Inc., a Delaware corporation ("Parent"), and the undersigned stockholder and/or option holder (the "Stockholder") of Extended Systems Incorporated, a Delaware corporation (the "Company").

Tippingpoint Technologies – Company Voting Agreement (December 23rd, 2004)

THIS VOTING AGREEMENT (this Agreement) is made and entered into as of December 13, 2004, by and among 3Com Corporation, a Delaware corporation (Parent), TippingPoint Technologies, Inc., a Delaware corporation (the Company), and the undersigned stockholder (Stockholder) of the Company.

Tippingpoint Technologies – Company Voting Agreement (December 23rd, 2004)

THIS VOTING AGREEMENT (this Agreement) is made and entered into as of December 13, 2004, by and among 3Com Corporation, a Delaware corporation (Parent), TippingPoint Technologies, Inc., a Delaware corporation (the Company), and the undersigned stockholder (Stockholder) of the Company.

Contract (November 24th, 2004)

EXHIBIT 10.47 EXECUTION COPY COMPANY VOTING AGREEMENT THIS VOTING AGREEMENT (this "AGREEMENT") is made and entered into as of November 18, 2004, by and among Source Interlink Companies, Inc., a Missouri corporation ("SOURCE"), Alliance Entertainment Corp., a Delaware corporation (the "COMPANY"), and the undersigned stockholder ("STOCKHOLDER") of the Company. RECITALS A. Concurrently with the execution of this Agreement, Source, Alligator Acquisition, LLC, a Delaware limited liability company whose sole member is Source ("MERGER SUB"), and the Company have entered into an Agreement and Plan of Merger (the "MERGER AGREEMENT"), which provides for the merger (the "MERGER" ) of the Company with and into Merger Sub. B. Pursuant to the Merger, among other things, all of the issued and outstanding shares of capital stock of the Company w

Netsolve Inc – Agreement and Plan of Merger by and Among Cisco Systems, Inc., Reno Acquisition Corp., and Netsolve, Incorporated September 9, 2004 (September 14th, 2004)

This AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of September 9, 2004, by and among Cisco Systems, Inc., a California corporation (Acquirer), Reno Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Acquirer (Sub), and NetSolve, Incorporated, a Delaware corporation (the Company).

Company Voting Agreement (March 19th, 2004)

AGREEMENT, dated as of March 14, 2004 (this Agreement), by and among Intersil Corporation, a Delaware corporation (Parent), New Castle Merger Sub Corp., a California corporation and wholly-owned subsidiary of Parent (Merger Sub), Xicor, Inc., a California corporation (Company), and the shareholders of the Company set forth in Annex A hereto (each a Shareholder and, collectively, the Shareholders).

Company Voting Agreement (March 19th, 2004)

AGREEMENT, dated as of March 14, 2004 (this Agreement), by and among Intersil Corporation, a Delaware corporation (Parent), New Castle Merger Sub Corp., a California corporation and wholly-owned subsidiary of Parent (Merger Sub), Xicor, Inc., a California corporation (Company), and the shareholders of the Company set forth in Annex A hereto (each a Shareholder and, collectively, the Shareholders).

Exhibit a Form of Company Voting Agreement (February 2nd, 2004)

VOTING AGREEMENT, dated as of January 23, 2004 (this Agreement), between Ariba, Inc., a Delaware corporation (Parent), and (Stockholder), a stockholder of FreeMarkets, Inc., a Delaware corporation (the Company).

Instinet Group Inc – Company Voting Agreement (June 14th, 2002)
Captiva Software – Company Voting Agreement (March 20th, 2002)

THIS VOTING AGREEMENT (this "Agreement") is entered into as of March 4, 2002, by and between ActionPoint. Inc., a Delaware corporation ("Parent"), and _______________________ ("Shareholder").

Homegrocer.Com Inc – Company Voting Agreement (July 7th, 2000)
Meridian Data Inc – Company Voting Agreement (May 21st, 1999)