TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).
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TABLE OF CONTENTS. ARTICLE I
TABLE OF CONTENTS. ARTICLE 1 - PREAMBLE 1
TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (A...
TABLE OF CONTENTS. Article 1
TABLE OF CONTENTS. Article Page
TABLE OF CONTENTS. Any person who is not an affiliate of the Seller and acquires more than 49.9% of the Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any “employee benefit plan” (as defined under Section 3(3) of ERISA) or any “plan” (as described under Section 4975 of the Code), other than a plan that it sponsors for the benefit of its employees, and that no plan with respect to which it is a party in interest or disqualified person has or will acquire any interest in the Notes. The Certificates are issuable only in registered form in denominations as provided in the Trust Agreement, subject to certain limitations therein set forth. The Owner Trustee, the Certificate Registrar and any Paying Agent may treat the Person in whose name this Certificate is registered in the Certificate Register (as of the day of determination) as the owner of this Certificate for the purpose of receiving distributions pursuant to the Trust Agreement and for all other purposes whatsoever, and none of the Owner Trustee, the Certificate Registrar or any Paying Agent shall be bound by any notice to the contrary. The Trust Agreement, with certain exceptions therein provided, and the Trust shall terminate and be of no further force or effect upon the earlier of (i) the payment to the Servicer, the Noteholders and the Certificateholders of all amounts required to be paid to them pursuant to the terms of the Indenture, the Sale and Servicing Agreement and the Trust Agreement and (ii) the Distribution Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any property remaining in the Trust. THIS CERTIFICATE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Table of Contents ASSIGNMENT SOCIAL SECURITY NUMBER OR OTHER IDENTIFICATION NUMBER OF ASSIGNEE: ________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________________________________________ (name and address of assignee) the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints...
TABLE OF CONTENTS. ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1
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