Other Stockholder Votes Sample Clauses

Other Stockholder Votes. At any meeting of stockholders of the ----------------------- Company, however called, and with respect to any written consent of stockholders of the Company in lieu of a meeting, Softbank shall vote, or execute and deliver a written consent with respect to, all shares of Voting Stock then held of record or Beneficially Owned by Softbank, (a) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the ITH Purchase Agreement, and (b) except as otherwise agreed to in writing in advance by ITH, against the following actions (other than the transactions contemplated by the ITH Purchase Agreement): (i) a dissolution of the Company or (ii) any material change in the present capitalization of the Company or any amendment of the Company's Certificate of Incorporation or Bylaws, in each case, which is intended, or could reasonably be expected, to impede, delay or adversely affect the transactions contemplated by this Agreement and the ITH Purchase Agreement. Softbank agrees that they shall not enter into any agreement or understanding with any Person the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 3.
Sample 1
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Other Stockholder Votes. Each Stockholder agrees that any time a matter other than election or removal of directors is submitted to the stockholders of the Company, each Stockholder shall vote all Voting Securities then held by them, whether beneficially or of record, as directed by Xx. Xxxxx.
Sample 1

Related to Other Stockholder Votes

  • Stockholder Vote In connection with any vote of the holders of the Company’s common stock issued in the Initial Public Offering (such stockholders, the “Public Stockholders”) regarding a Business Combination, the Company shall provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and tabulating stockholder votes verifying the vote of the Public Stockholders regarding such Business Combination.

  • Shareholder Vote The issuance of shares of Common Stock with respect to the applicable Closing, if any, shall not violate the shareholder approval requirements of the Principal Market.

  • Company Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Board and Stockholder Approval The Company represents that this Agreement has been approved by the Company’s board of directors and stockholders.

  • Parent Stockholder Approval The Parent Stockholder Approval shall have been obtained.

  • Requisite Stockholder Approval The Requisite Stockholder Approval shall have been obtained.

  • Company Shareholder Approval The Company Shareholder Approval shall have been obtained.

  • Stockholders Approval (i) This Agreement shall have been approved by the requisite affirmative vote of the holders of shares of Company Common Stock present and voting at the Company Stockholders’ Meeting in accordance with applicable Law (the “Company Stockholders’ Approval”) and (ii) the issuance of Parent Common Stock in connection with the Merger shall have been approved by the requisite affirmative vote of the holders of Parent Common Stock entitled to vote thereon (“Parent Stockholders’ Approval”).

  • Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Company Stockholder Meeting The Company shall cause a meeting of its stockholders (the “Company Stockholder Meeting”) to be duly called and held as soon as reasonably practicable, and in any event within 40 days after the date of mailing of the Proxy Statement (with the record date and meeting date for the Company Stockholder Meeting to be selected with the reasonable consent of Parent), for the purpose of voting on the approval and adoption of this Agreement and the Merger; provided that the Company may postpone or adjourn the Company Stockholder Meeting (i) with the consent of Parent, (ii) for the absence of a quorum or (iii) (A) to allow reasonable additional time for any supplemental or amended disclosure which the Company has determined in good faith (after consultation with outside counsel) is necessary under Applicable Law to be disseminated and reviewed by the Company’s stockholders prior to the Company Stockholder Meeting or (B) once for a period not to exceed fifteen days, for additional solicitation of votes in order to obtain the Company Stockholder Approval. The Company shall comply with all Applicable Laws that are applicable to the Company Stockholder Meeting and, unless the Board of Directors shall have effected an Adverse Recommendation Change pursuant to, and in accordance with the terms of, Section 6.03, the Board of Directors (acting on the recommendation of the Special Committee) shall (A) include the Company Recommendation in the Proxy Statement and Schedule 13E-3 and (B) use its reasonable best efforts to obtain the Company Stockholder Approval. Without limiting the generality of the foregoing, unless this Agreement has been terminated in accordance with Section 10.01, this Agreement, the Merger and the other transactions contemplated hereby shall be submitted to the Company’s stockholders at the Company Stockholder Meeting whether or not an Adverse Recommendation Change shall have occurred.

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