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 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 Merger Agreement shall be terminated in accordance its terms (whichever earlier, the "Expiration Time"), each Shareholder, in its capacity as a stockholder shareholder of the Company, irrevocably agrees that, during the term of this Support Agreement, at any meeting of the Company Stockholders Company's shareholders related to the Tra...nsactions transactions contemplated by, and governed by the terms and conditions of, 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) (the "Transactions") and/or in connection with any written consent of the Company Stockholders Company's shareholders related to the Transactions (all meetings or consents related to the Merger 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 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 Shares in favor of the Merger 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 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 such Shareholder 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 (a) the Effective Time, and (b) such date and time as the Merger Agreement shall be terminated in accordance with its terms (whichever earlier, the "Expiration Time"), each Shareholder, in its capacity as a stockholder shareholder of the Company, irrevocably agrees that, during the term of this Support Agreement, at any meeting of the Company Stockholders Company's shareholders related to th...e Transactions transactions contemplated by the Merger Agreement (whether annual or special 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) (the "Transactions") and/or in connection with any written consent of the Company Stockholders Company's shareholders related to the Transactions (all meetings or consents related to the Merger Agreement, collectively referred to herein as the "Meeting"), Stockholder such Shareholder shall: (a) 1 a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder its 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 Shares in favor of the Merger 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 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 such Shareholder 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 (a) the Effective Time, and (b) such date and time as the Merger Agreement shall be terminated in accordance its terms (whichever earlier, the "Expiration Time"), each Shareholder, in its capacity as a stockholder shareholder of the Company, irrevocably agrees that, during the term of this Support Agreement, at any meeting of the Company Stockholders Company's shareholders related to the Tra...nsactions 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) (the "Transactions") and/or in connection with any written consent of the Company Stockholders Company's shareholders related to the Transactions (all meetings or consents related to the Merger Agreement, collectively referred to herein as the "Meeting"), Stockholder such Shareholder shall: (a) when a.when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder its 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 its Shares in favor of the Merger 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) 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 its 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 such Shareholder 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 (a) the Effective Time and (b) such date and time as the Merger Agreement shall be terminated in accordance with its terms (whichever earlier, the "Expiration Time"), each Shareholder, severally and not jointly, in its capacity as a stockholder shareholder of the Company, irrevocably agrees that, during the term of this Support Agreement, at any meeting of the Company Stockholders Company's ...shareholders related to the Transactions transactions contemplated by the Merger Agreement (whether annual or special 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) (the "Transactions") and/or in connection with any written consent of the Company Stockholders Company's shareholders related to the Transactions (all meetings or consents related to the Merger Agreement, collectively referred to herein as the "Meeting"), Stockholder the Shareholder shall: (a) a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder its 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 Shares in favor of the Merger 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 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 such Shareholder contained in this Support 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 Merger Agreement shall be terminated in accordance with Section 9.1 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 related to the Transa...ctions 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 Stockholder Meeting and all other meetings or consents related to the Merger 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 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 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 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 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 (a) the Effective Time, and (b) such date and time as the Merger Agreement shall be terminated in accordance with its terms (whichever earlier, the "Expiration Time"), the Shareholder, in its capacity as a stockholder shareholder of the Company, irrevocably agrees that, during the term of this Support Agreement, at any meeting of the Company Stockholders Company's shareholders related to the...Transactions transactions contemplated by the Merger Agreement (whether annual or special 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) (the "Transactions") and/or in connection with any written consent of the Company Stockholders Company's shareholders related to the Transactions (all meetings or consents related to the Merger Agreement, collectively referred to herein as the "Meeting"), Stockholder the Shareholder shall: (a) a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder its 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 Shares in favor of the Merger 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 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 such Shareholder contained in this Support Agreement. View More
Voting Agreement. Each Stockholder, solely in his, her or its capacity as the Company Stockholder or a stockholder of the Company, G3 Stockholder, as applicable, agrees that, during the term of this Company Support Agreement, at any meeting of the Company Stockholders Stockholder or the G3 Stockholders, as applicable, 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 sepa...rate class or series vote thereof, and/or in connection with any written consent of the Company Stockholder or the G3 Stockholders related to the Transactions (all meetings (the applicable meeting or consents consent related to the Merger Agreement, collectively Agreement and/or the Transactions is referred to herein as the "Meeting"), such Stockholder shall: (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 (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and an action by written consent or an action to cause such consent to be granted with respect to), to) all of the his, her or its 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 an action by written consent or an action to cause such consent to be granted with respect to), to) all of the his, her or its Stockholder Shares against any other action that would reasonably be expected to (x) (i) materially impede, interfere with, delay, postpone or adversely affect the Restructuring, the Merger or any of the other Transactions, (y) or (ii) 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 such Stockholder contained in this Company Support Agreement. View More
Voting Agreement. Stockholder, The Sponsor, solely in its capacity as a stockholder of the Company, Parent, agrees that, during the term of this Sponsor Support Agreement, at the Parent Stockholder Meeting, at any other meeting of the Company Stockholders stockholders of Parent (the "Parent 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 written consent of the Company Parent Stockholders related to the Transactions (all (the Parent Stockholder Meeting and all other meetings or consents related to the Merger Agreement, Agreement and/or the Transactions collectively referred to herein as the "Meeting"), Stockholder the 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 an action by written consent or an action to cause such consent to be granted with respect to), to) all of the Stockholder Sponsor Shares in favor of all Parent Proposals, including approval 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 an action by written consent or an action to cause such consent to be granted with respect to), to) all of the Stockholder Sponsor Shares against any other action that would reasonably be expected to (x) (i) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) (ii) result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or (iii) 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 Sponsor Support Agreement. View More
Voting Agreement. 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 is validly terminated in accordance with its terms (whichever earlier, the "Expiration Time"), and except as may be necessary or advisable to effect such termination of the Merger Agreement in accordance with its terms, each 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 Company's stockholders related to the Transactions transactions contemplated by the Merger Agreement including the UK Contribution (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 stockholders related to the Transactions transactions contemplated by the Merger Agreement including the UK Contribution (all meetings or consents related to the Merger Agreement, collectively referred to herein as the "Meeting"), such Stockholder shall: (a) 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) 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 Stockholder Shares in favor of the Merger Agreement and the 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 in favor of the proper implementation of the UK Contribution as may be requested by the Company or Parent; d. 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) 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 Stockholder Shares against any other action that would reasonably be expected to (x) (i) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) (ii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or (z) (iii) 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
Voting Agreement. Each 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 Company'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, thereof) and/or in co...nnection with any written consent of the Company Stockholders Company's stockholders 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"), such Stockholder shall: (a) when (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 (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 Mergers, the Merger Agreement and the Transactions; transactions contemplated thereby; (c)vote (or execute and (c) vote 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 any proposal to adjourn a Meeting at which there is a proposal for stockholders 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 shares present in person or represented by proxy at such Meeting to constitute a quorum; (d)authorize and approve any amendment to the Company's Certificate of Incorporation that is necessary for purposes of effecting the transactions contemplated by the Merger Agreement; (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 Stockholder Shares against any proposal for any amendment or modification of the Company's Certificate of Incorporation or Bylaws 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 (f)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 Alternative 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 Mergers 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 transactions contemplated by the Merger Agreement Agreement, or (z) (y) 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
