Parent Voting Agreements definition

Parent Voting Agreements has the meaning set forth in the Recitals.
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Parent Voting Agreements has the meaning set forth in the seventh recital hereto.
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Parent Voting Agreements is defined in the Recitals of this Agreement.
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Examples of Parent Voting Agreements in a sentence

  • The Board of Directors of Viacom has approved this Agreement and such Viacom approval is sufficient to render inapplicable to this Agreement, the Parent Voting Agreements and the transactions contemplated hereby and thereby the provisions of Section 203 of Delaware Law.

  • The Stockholder (as defined in the Parent Voting Agreements) is the holder of a majority of the issued and outstanding shares of Viacom Class A Common Stock.

  • Except for the Parent Voting Agreements, there are no registration rights and, to the knowledge of Parent there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

  • Certain stockholders of Parent have executed and delivered to Company Parent Voting Agreements, substantially in the form of Exhibit B hereto.

  • Other than the Parent Voting Agreements, there are no stockholder agreements, voting trusts or other arrangements or understandings to which Parent is a party or by which it is bound relating to the voting or registration of any shares of capital stock or other voting securities of Parent.

  • This Agreement (including the Exhibits, the Company Disclosure Letter and the Parent Disclosure Letter), the Company Voting Agreements, the Parent Voting Agreements, the Employment Agreements, the Affiliate Agreements and the Non-Disclosure Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings among the parties with respect thereto.

  • The Company Special Committee has received the opinion of X.X. Xxxxxx & Company, dated the date hereof, to the effect that the Merger Consideration to be received by holders of Company Common Stock (other than Company stockholders entering into the Parent Voting Agreements and their Affiliates) in the Merger is fair to such stockholders from a financial point of view.

  • The Company shall give Parent the opportunity to participate in the defense of any shareholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement and the Company Voting Agreements and Parent Voting Agreements.

  • Company is not subject to Section 203 of the DGCL or any other applicable state takeover laws and no such state takeover laws will apply to this Agreement, the Parent Voting Agreements or any of the transactions contemplated hereby or thereby.

  • The Company shall give Parent the opportunity to participate in the defense of any litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement and the Company Voting Agreements and Parent Voting Agreements.


More Definitions of Parent Voting Agreements

Parent Voting Agreements means voting agreements with respect to Parent Shareholders eligible to vote at the Parent Shareholders Meeting which, among other matters, (i) grant irrevocable powers of attorney to Parent in favor of approval of the acquisition of Shares in the Acquisition and any other required Parent shareholder vote to consummate the Acquisition and other transactions contemplated by this Agreement and the Subscription Agreement and (ii) commit the holders of shares of such voting stock of Parent to hold such voting stock through any record date for the Parent Shareholders Meeting and any adjournment or postponement thereof.
Sample 1
Parent Voting Agreements has the meaning set forth in Section 5.2(m).
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Parent Voting Agreements as defined] in the Merger Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement. In addition, for purposes of this Agreement, the following terms shall have the meanings set forth below.
Sample 1

Related to Parent Voting Agreements

  • Voting Agreements has the meaning set forth in the Recitals.

  • Voting Agreement has the meaning set forth in the Recitals.

  • Shareholder Agreements has the meaning set forth in the recitals to this Agreement.

  • Support Agreements has the meaning set forth in the Recitals.

  • Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;

  • Parent Agreement has the meaning given to it in Clause 12;

  • Company Voting Securities means the combined voting power of all outstanding voting securities of the Company entitled to vote generally in the election of directors to the Board.

  • Merger Agreement has the meaning set forth in the Recitals.

  • Lock-Up Agreements means the lock-up agreements that are delivered on the date hereof by each of the Company’s officers and directors, in the form of Exhibit A attached hereto.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

  • Fundamental Documents means, with respect to a corporation, the charter and bylaws (each as amended) or, with respect to any other Person, the documents by which such Person (other than an individual) establishes its legal existence or which govern its internal affairs.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Voting Debt means bonds, debentures, notes or other indebtedness having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of equity interests in the Company or any Company Subsidiary may vote.

  • Voting Certificate means an English language certificate issued by a Paying Agent and dated in which it is stated:

  • Existing Agreements means the [*****].

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Support Agreement has the meaning set forth in the Recitals.

  • Subordinate Voting Shares means the subordinate voting shares in the capital of the Corporation;

  • Non-Voting Shares means a particular Class of Shares that do not carry the right to notice of or to attend or vote at general meetings of the Company or the relevant Fund.

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit B attached hereto.

  • Company IP Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to xxx, permissions and other Contracts (including any right to receive or obligation to pay royalties or any other consideration), whether written or oral, relating to Intellectual Property to which the Company is a party, beneficiary or otherwise bound.

  • Non-Voting Common Stock means the non-voting common stock, par value $0.01 per share, of the Company.