Voting Agreement Clause Example with 41 Variations from Business Contracts
This page contains Voting Agreement clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Voting Agreement. Stockholder, solely in its capacity as a stockholder of the Company, agrees that, during the term of this Support Agreement, at any meeting of the Company Stockholders related to the Transactions (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), including any separate class or series vote thereof, and/or in connection with any written consent of the Company Stockholders related to the Transactio...ns (all meetings or consents related to the Merger Agreement, collectively referred to herein as the "Meeting"), Stockholder shall: (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shares in favor of the Merger Agreement and the Transactions; and (c) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Support Agreement.View More
Variations of a "Voting Agreement" Clause from Business Contracts
Voting Agreement. Stockholder, solely Each Member, in its capacity as a stockholder member of the Company, agrees that, during the term of this Support Agreement, at any meeting of the Company Stockholders Company's members related to the Transactions transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), including any separate class or series vote thereof, thereof) an...d/or in connection with any written consent of the Company Stockholders Company's members related to the Transactions transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the "Meeting"), Stockholder such Member shall: (a) when (a)when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares Member Interests to be counted as present thereat for the purpose of establishing a quorum; (b) vote (b)vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shares Member Interests in favor of the Merger, the Merger Agreement and the Transactions; and (c) vote transactions contemplated thereby; (c)vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shares Member Interests in favor of any proposal to adjourn a Meeting at which there is a proposal for members of the Company to adopt the Merger Agreement to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient membership interests present in person or represented by proxy at such Meeting to constitute a quorum; (d)vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Member Interests against any proposal for any amendment or modification of the Company's Operating Agreement that would change the voting rights or the number of votes required to approval any proposal, including the vote required to adopt the Merger Agreement; and (e)vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Member Interests against any Company Competing Transaction or against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the Transactions, transactions contemplated by the Merger Agreement, or (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Member contained in this Support Agreement. View More
Voting Agreement. Stockholder, Each Holder, solely in its capacity as a stockholder of the Company, JWAC, agrees that, during the term of this Support Agreement, at the JWAC Stockholder Meeting, at any other meeting of the Company JWAC Stockholders related to the Transactions (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), including any separate class or series vote thereof, thereof) and/or in connection with a...ny written consent of the Company JWAC Stockholders related to the Transactions (all (the JWAC Stockholder Meeting and all other meetings or consents related to the Merger Business Combination Agreement, collectively referred to herein as the "Meeting"), Stockholder such Holder shall: (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Subject Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Subject Shares in favor of the Merger Business Combination Agreement and the Transactions; Transactions and each of the other Stockholder Approval Matters; and (c) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Subject Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company JWAC under the Merger Business Combination Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder such Holder contained in this Support Agreement. View More
Voting Agreement. Stockholder, solely During the period commencing on the date hereof and ending on the earlier to occur of (i) the SPAC Merger Effective Time, and (ii) such date and time as the Business Combination Agreement shall be terminated (whichever earlier, the "Expiration Time"), each Shareholder, in its capacity as a stockholder shareholder of the Company, agrees that, during the term of this Support Agreement, at any meeting of the Company Stockholders Company's shareholders related to the Transactions... contemplated by the Business Combination Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), including any separate class or series vote thereof, thereof) and/or in connection with any written consent of the Company Stockholders Company's shareholders related to the Transactions contemplated by the Business Combination Agreement (all meetings or consents related to the Merger Business Combination Agreement, collectively referred to herein as the "Meeting"), Stockholder such Shareholder shall: (a) a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder its Shareholder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) b. vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder its Shareholder Shares in favor of the Merger Business Combination Agreement and the Transactions contemplated thereby; c. authorize and approve any amendment to the Company's Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; and (c) d. vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder its Shareholder Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger Merger, the Reorganization or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Business Combination Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Shareholder contained in this Support Agreement. View More
Voting Agreement. Stockholder, solely The Sponsor, in its capacity as a stockholder of the Company, an Acquiror Stockholder, agrees that, during at the term of this Support Agreement, Special Meeting, at any other meeting of the Company Acquiror Stockholders related to the Transactions (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), including any separate class or series vote thereof, and/or thereof) and in con...nection with any written consent of the Company Stockholders related to Acquiror Stockholders, the Transactions (all meetings or consents related to Sponsor shall, and shall cause any other holder of record of any of the Merger Agreement, collectively referred to herein as the "Meeting"), Stockholder shall: (a) when the Meeting Sponsor's Founder Shares to: a.when such meeting is held, appear at the Meeting such meeting or otherwise cause the Stockholder Sponsor's Founder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote b.vote (or execute and return an action by written consent), or cause to be voted at the Meeting such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Sponsor's Founder Shares in favor of each of the Proposals and any other matters necessary or reasonably requested by the Company for consummation of the Merger Agreement and the Transactions; other transactions contemplated by the Merger Agreement; and (c) vote c.vote (or execute and return an action by written consent), or cause to be voted at the Meeting such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Sponsor's Founder Shares against (i) any Business Combination Proposal other than with the Company, its stockholders and their respective Affiliates and Representatives and (ii) any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, other transactions contemplated by the Merger Agreement, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company Acquiror under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Sponsor contained in this Support Sponsor Agreement. View More
Voting Agreement. During the period commencing on the date hereof and ending on the earlier to occur of (a) the Effective Time, and (b) such date and time as the Business Combination Agreement shall be terminated in accordance with Section 10.1 thereof (the "Expiration Time"), each Stockholder, solely in its capacity as a stockholder of the Company, SPAC, agrees that, during at the term of this Support Agreement, SPAC Stockholder Meeting, at any other meeting of the Company Stockholders SPAC's stockholders relate...d to the Transactions transactions contemplated by the Business Combination Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), including any separate class or series vote thereof, and/or thereof) and in connection with any written consent of the Company Stockholders SPAC's stockholders related to the Transactions (all transactions contemplated by the Business Combination Agreement (the SPAC Stockholder Meeting and all other meetings or consents related to the Merger Business Combination Agreement, collectively referred to herein as the "Meeting"), such Stockholder shall: (a) when a.when the Meeting is held, appear at the Meeting or otherwise cause the its Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote b.vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the its Stockholder Shares in favor of each of the Merger Agreement SPAC Proposals; and the Transactions; and (c) vote c.vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the its Stockholder Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company SPAC under the Merger Business Combination Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Support Agreement. The obligations of each Stockholder specified in this Section 1 shall apply whether or not the Merger or any action described above is recommended by SPAC Board. View More
Voting Agreement. Stockholder, solely During the period commencing on the date hereof and ending on the earlier to occur of (i) the Effective Time, and (ii) such date and time as the Merger Agreement shall be terminated in accordance with Articles XI of the Merger Agreement (whichever earlier, the "Expiration Time"), the Sponsor, in its capacity as a stockholder of the Company, SPAC, agrees that, during at the term of this Support Agreement, SPAC Special Meeting, at any other meeting of the Company Stockholders S...PAC's stockholders related to the Transactions transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), including any separate class or series vote thereof, and/or thereof) and in connection with any written consent of the Company Stockholders SPAC's stockholders related to the Transactions (all transactions contemplated by the Merger Agreement (the SPAC Special Meeting and all other meetings or consents related to the Merger Agreement, collectively referred to herein as the "Meeting"), Stockholder the Sponsor shall: (a) when a.when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Sponsor Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote b.vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Sponsor Shares in favor of each of the SPAC Stockholder Approval Matters; c.authorize and approve any amendment to the Organizational Documents of the SPAC that is deemed necessary or advisable by the Company Parties or SPAC for purposes of effecting the transactions contemplated under the Merger Agreement Agreement; and the Transactions; and (c) vote d.vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Sponsor Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Initial Merger, the SPAC Merger or any of other transactions contemplated under the Transactions, Merger Agreement, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company SPAC under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder SPAC contained in this Support Agreement. View More
Voting Agreement. Stockholder, solely in its capacity as a stockholder of the Company, The Sponsor agrees that, during at the term of this Support Agreement, Acquiror Stockholders' Meeting, at any other meeting of the Company Stockholders related to the Transactions stockholders of Acquiror (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), including any separate class or series vote thereof, and/or thereof) and i...n connection with any written consent of the Company Stockholders related to stockholders of Acquiror, the Transactions (all meetings or consents related to the Merger Agreement, collectively referred to herein as the "Meeting"), Stockholder Sponsor shall: (a) a. when the Meeting such meeting is held, appear at the Meeting such meeting or otherwise cause the Stockholder Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (b) b. vote (or execute and return an action by written consent), or cause to be voted at the Meeting such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by Sponsor) in favor of (i) the approval and adoption of the Merger Agreement and approval of the Transactions; Merger and (c) all other transactions contemplated by the Merger Agreement and (ii) against any action, agreement or transaction or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Acquiror under the Merger Agreement or that would reasonably be expected to result in the failure of the Merger from being consummated and (iii) each of the proposals and any other matters necessary or reasonably requested by the Company for consummation of the Merger and the other transactions contemplated by the Merger Agreement; and c. vote (or execute and return an action by written consent), or cause to be voted at the Meeting such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Covered Shares against (i) any Business Combination Proposal other than with the Company and (ii) any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, other transactions contemplated by the Merger Agreement, or (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Sponsor contained in this Support Agreement. View More
Voting Agreement. Stockholder, solely During the period commencing on the date hereof and ending on the earlier to occur of (i) the Effective Time, and (ii) such date and time as the Merger Agreement shall be terminated in its capacity as a stockholder accordance with Articles XI of the Company, Merger Agreement (whichever earlier, the "Expiration Time"), each Shareholder agrees that, during the term of this Support Agreement, at any meeting of the shareholders of the Company Stockholders or Holdco related to the...Transactions transactions contemplated by the Merger Agreement (collectively, the "Transactions") (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), including any separate class or series vote thereof, thereof) and/or in connection with any written consent of the Company Stockholders Company's shareholders or later Holdco's shareholders related to the Transactions (all such meetings or consents related to the Merger Agreement, Transactions, collectively referred to herein as the "Meetings" and each a "Meeting"), Stockholder shall: (a) such Shareholder shall or shall cause its Vehicle to: a. when the a Meeting is held, appear at the such Meeting or otherwise cause the Stockholder Shareholder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) b. vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shareholder Shares in favor of the Merger Agreement and the transactions contemplated thereby; c. authorize and approve any amendment to the Organizational Documents of the Company or Holdco that is deemed necessary or advisable by the Company or Holdco for purposes of effecting the Transactions; and (c) d. vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shareholder Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Initial Merger, the SPAC Merger or any of the other Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company or the Holdco under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Shareholder contained in this Support Agreement. View More
Voting Agreement. Stockholder, Sponsor, solely in its capacity as a stockholder of the Company, DMAC, agrees that, during the term of this Support Agreement, at the DMAC Stockholder Meeting, at any other meeting of the Company DMAC Stockholders related to the Transactions (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), including any separate class or series vote thereof, thereof) and/or in connection with any w...ritten consent of the Company DMAC Stockholders related to the Transactions (all (the DMAC Stockholder Meeting and all other meetings or consents related to the Merger Business Combination Agreement, collectively referred to herein as the "Meeting"), Stockholder Sponsor shall: (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Sponsor Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Sponsor Shares in favor of the Merger Business Combination Agreement and the Transactions; Transactions and each of the other Stockholder Approval Matters; and (c) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Sponsor Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company DMAC under the Merger Business Combination Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Sponsor contained in this Support Agreement. View More
Voting Agreement. Each Stockholder, solely in his, her or its capacity as a stockholder of the Company, irrevocably and unconditionally covenants and agrees that, during the term of this Support Agreement, (i) at any meeting of the Company Stockholders Company's stockholders related to the Transactions (whether transactions contemplated by the Merger Agreement or the Transaction Documents (the "Transactions"), whether annual or special and whether or not an adjourned or postponed meeting, and however called calle...d, and including any adjournment or postponement thereof), including any separate class or series vote thereof, and/or (ii) in connection with any written consent of the Company Stockholders Company's stockholders related to the Transactions (all such meetings or consents related to the Merger Agreement, collectively referred to herein as the "Meeting"), such Stockholder shall: (a) when shall, as applicable to such Stockholder: a.when the Meeting is held, appear at the Meeting or otherwise cause the his, her or its Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote 1 b.vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the his, her or its Stockholder Shares in favor of each of the proposals relating to the Transactions; c.authorize and approve the Merger Agreement to the extent the approval of any of the Company's stockholders is required or applicable pursuant to the Company's Amended and Restated Certificate of Incorporation (the "Company Charter"); d.convert each share of Company Preferred Stock into shares of Company Common Stock in accordance with the terms of the Company Charter Article IV, Section B(4)(b)(ii) and the Transactions; Merger Agreement; and (c) vote e.vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the his, her or its Stockholder Shares against against, and withhold consent with respect to, any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, Transactions (including as a result of not satisfying any of the conditions to Closing set forth in Section 8.1 or 8.2 of the Merger Agreement), (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement Agreement, or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the such Stockholder contained in this Support Agreement. Without limiting the foregoing, prior to any valid termination of the Merger Agreement in accordance with 9.1, 9.2, 9.3 or 9.4 thereof, each Stockholder shall take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary under applicable Laws to consummate the Merger and the Transactions and on the terms and subject to the conditions set forth therein. The obligations of such Stockholder specified in this Section 1 shall apply whether or not the Merger, any of the Transactions or any action described above is recommended by the Company's board of directors. View More
