Voting Agreement Clause Example from Business Contracts

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 its terms (whichever earlier, the "Expiration Time"), each Stockholder, in its capacity as a Stockholder of the Company, irrevocably agrees that, at any meeting of the Company's stockholders related to the 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) (the "Transactions") and/or in connection with any written consent of the Company's stockholders related to the Transactions (all meetings or consents related to the Merger Agreement, collectively referred to herein as the "Meeting"), such Stockholder shall: (a)when the Meeting is held, appear at the Meeting or otherwise cause its 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 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 (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 its Shares against any other action that would reasonably be expected to (x) 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 such Stockholder contained in this Voting Agreement. View More