No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding among the parties hereto unless and until (i) the Board of Directors of the Company has approved, for purposes of Section 203 of the Delaware General Corporation Law and any applicable provision of the Company's certificate of incorporation, the terms of this Agreement, including, without limitation, (x) the Stock Option and (y) the irrevocable proxy and voting provisions set forth in Section 4 of this Agreement, and (ii) this Agreement is executed by parties hereto. 7
Appears in 5 contracts
Samples: Tender Agreement Agreement (Logica PLC / Eng), Tender Agreement Agreement (Logica PLC / Eng), Tender Agreement Agreement (Logica PLC / Eng)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding among the parties hereto unless and until (i) the Board of Directors of the Company has approved, for purposes of Section 203 of the Delaware General Corporation Law and any applicable provision of the Company's certificate Certificate of incorporationIncorporation, the terms of this Agreement, including, without limitation, (x) the Stock Option and (y) the irrevocable proxy and voting provisions set forth in Section 4 of this AgreementMerger, and (ii) this Agreement is executed by the parties hereto. 7.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Ta Associates Inc), Stock Purchase Agreement (Physicians Specialty Corp), Stock Purchase Agreement (Physicians Specialty Corp)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding among between the parties hereto unless and until (i) the Board of Directors of the Company has approved, for purposes of Section 203 of the Delaware General Corporation Law and any applicable provision of the Company's certificate Articles of incorporationIncorporation, the terms possible acquisition of the Shares by Bowmxx xxxsuant to this Agreement, including, without limitation, (xii) the Stock Option and (y) the irrevocable proxy and voting provisions set forth in Section 4 of this AgreementMerger Agreement is executed by all parties thereto, and (iiiii) this Agreement is executed by all parties hereto. 7.
Appears in 3 contracts
Samples: Voting Agreement (Bowmar Instrument Corp), Voting Agreement (Bowmar Instrument Corp), Voting Agreement (Bowmar Instrument Corp)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding among between the parties hereto unless and until (i) the Board of Directors of the Company has approved, for purposes of Section 203 of the Delaware General Corporation Law and any applicable provision of the Company's certificate Articles of incorporationIncorporation, the terms possible acquisition of the Shares by Parent pursuant to this Agreement, including, without limitation, (xii) the Stock Option and (y) the irrevocable proxy and voting provisions set forth in Section 4 of this AgreementMerger Agreement is executed by all parties thereto, and (iiiii) this Agreement is executed by all parties hereto. 7.
Appears in 3 contracts
Samples: Form of Voting Agreement (Plug Power Inc), Form of Voting Agreement (Harvard Bioscience Inc), Form of Voting Agreement (Genomic Solutions Inc)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding among between the parties hereto unless and until (i) the Board of Directors of the Company has approved, for purposes of Section 203 of the Delaware General Corporation Law and any applicable provision of the Company's certificate Articles of incorporationIncorporation, the terms possible acquisition of the Shares by Parent pursuant to this Agreement, including, without limitation, (xii) the Stock Option and (y) the irrevocable proxy and voting provisions set forth in Section 4 of this AgreementMerger Agreement is executed by all parties thereto, and (iiiii) this Agreement is executed by all parties hereto. 7Exhibit A
Appears in 1 contract
Samples: Voting Agreement (H Power Corp)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding among between the parties hereto unless and until (i) the Board of Directors of the Company has approved, for purposes of Section 203 of the Delaware General Corporation Law and any applicable provision of the Company's certificate Articles of incorporationIncorporation, the terms possible acquisition of the Shares by Parent pursuant to this Agreement, including, without limitation, (xii) the Stock Option and (y) the irrevocable proxy and voting provisions set forth in Section 4 of this AgreementMerger Agreement is executed by all parties thereto, and (iiiii) this Agreement is executed by all parties hereto. 7Exhibit C
Appears in 1 contract
Samples: Voting Agreement (H Power Corp)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding among the parties hereto unless and until (i) the Board of Directors of the Company has approved, for purposes of Section 203 of the Delaware General Corporation Law and any applicable provision of the Company's certificate of incorporation, the terms possible acquisition of the Stockholder Shares by Parent and Acquisition Sub pursuant to this Agreement, including, without limitation, (x) the Stock Option and (y) the irrevocable proxy and voting provisions set forth in Section 4 of this Agreement, Agreement and (ii) this Agreement is executed by all parties hereto. 7.
Appears in 1 contract