Voting Undertaking definition
Examples of Voting Undertaking in a sentence
Without limiting the foregoing, it is understood that any violation of the restrictions in this Section 5.7 by any officer, director, controlled Affiliate or employee of the Company or any of its Subsidiaries or any investment banker, attorney or other representative retained by the Company or any of its Subsidiaries or any other Person who shall have entered into a Voting Undertaking shall be deemed to be a breach of this Section 5.7 by the Company.
The holders of shares of the Company conferring a majority of the votes at the Company’s General Meeting and the Preferred Supermajority (as such term is defined in the Venus Articles) shall have executed and delivered the Voting Undertaking.
Further, the performance by the Company of its obligations under the Merger Voting Undertaking is subject to the satisfaction of the conditions precedent thereunder.
In the event that any G2 Notes shall have been converted into G2 Conversion Shares, each G2 Investor holding such G2 Conversion Shares shall, immediately prior to and as a condition to such conversion, execute and deliver to Baidu an irrevocable voting undertaking and an irrevocable voting proxy and power of attorney incorporating the Terms of Irrevocable Voting Undertaking and Proxy.
A supplemental circular containing, among others, (i) further details of the Merger Voting Undertaking, the Merger Agreement and the transactions contemplated thereunder (including the Cash Out); and (ii) the revised notice of the EGM which sets out the full text of the amended ordinary resolutions no.
For the avoidance of doubt, the consent requirement in the preceding sub-clause (ii) shall not be affected by the execution of the Voting Undertaking and the Irrevocable Proxy by holders of the Series G2 Preferred Shares.
Except as set forth in the Uber Voting Proxy and other irrevocable voting proxies entered into by the Affiliates of Uber and the Uber Voting Undertaking and other voting undertakings entered into by the Affiliates of Uber CV, Uber CV and its Affiliates shall have the right to exercise all votes in respect of the Shares held by them in accordance with Article 8.4(A)(c) of the Memorandum and Articles.
This Limited Guarantee, the Merger Agreement, the Voting Undertaking, the Carveout Transaction Agreement, the Confidentiality Agreements, the Equity Financing Commitments (to the extent the Company is a third party beneficiary thereof), the Golden Gate Limited Guarantee and the Wolverine Limited Guarantee constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof.
The provision of the Merger Voting Undertaking will facilitate the approval of the Merger Agreement and the transactions contemplated thereunder by the shareholders of CBPO, which will in turn facilitate the Cash Out whereby each CBPO Share held by the Company will be cancelled and converted into a right to receive the Per Share Merger Consideration in the Privatization, which will also effectively result in the Company disposing of its entire shareholding in CBPO.
As of the Closing, the Voting Undertaking in the form attached hereto as Exhibit D shall have been executed and delivered by Oded Bashan and Ronnie Gilboa (the "Voting Undertaking").