Shareholder Support Clause Samples
The Shareholder Support clause requires shareholders to actively support and vote in favor of certain actions or decisions proposed by the company or its board. In practice, this means shareholders agree in advance to approve key transactions, such as mergers, acquisitions, or amendments to company documents, often by casting their votes in line with the board’s recommendations. This clause ensures that critical corporate actions can proceed smoothly by minimizing the risk of dissent or deadlock among shareholders, thereby providing certainty and stability in the company’s decision-making process.
Shareholder Support. In connection with the Merger and the Elemental Shareholder Resolution, ▇▇ ▇▇▇▇▇▇ hereby covenants, undertakes and agrees from time to time, until such time as this Agreement is terminated in accordance with Article 4, to take all steps necessary to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) all of the Subject Securities (to the extent they carry a right to vote): (i) at any meeting of any of the securityholders of Elemental at which ▇▇ ▇▇▇▇▇▇ or any registered or beneficial owner of the Subject Securities are entitled to vote in favour of the Elemental Shareholder Resolution (and any other actions reasonably required for the consummation of the Transactions); and (ii) in any action by written consent of the securityholders of Elemental, in favour of the approval, consent, ratification and adoption of the Elemental Shareholder Resolution (and any other actions reasonably required for the consummation of the Transactions).
Shareholder Support. In connection with the Arrangement (and any transactions contemplated in connection with the Arrangement Agreement), if and only if, any approval of securityholders of Target is required under applicable Canadian securities Laws (including the rules of the Canadian Securities Exchange and, for greater certainty, any “minority approval” as such term is defined in Multilateral Instrument 61- 101 – Protection of Minority Securityholders in Special Transactions) (“Transaction Shareholder Approval”), the Shareholder hereby covenants, undertakes and agrees from time to time, until such time as this Agreement is terminated in accordance with Article 4, to cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) all of the Target Shares (to the extent they carry a right to vote): (i) at any meeting of any of the securityholders of Target at which the Shareholder or any registered or beneficial owner of the Target Shares are entitled to vote to obtain the Transaction Shareholder Approval; or (ii) in any action by written consent of the securityholders of Target, in favour of the approval, consent, ratification and adoption of any resolution approving the Arrangement (and any transactions contemplated in connection with the Arrangement Agreement).
Shareholder Support.
(a) Any nomination and election of the Management Nominees to the Board is subject to the approval of Shareholders (including compliance with any majority voting policy, rule or law) and regulatory approval, if required.
(b) Each Investor covenants with the Corporation that, at each Shareholder Meeting, it shall not vote, or cause to be voted, any Equity Securities or take any other action that could reasonably result in a Management Nominee failing to be elected at a Shareholder Meeting or appointed in accordance with applicable law.
(c) The obligations of each Investor under Section 3.8(b) are several and not joint and several.
Shareholder Support. In connection with the Arrangement (and any transactions contemplated in connection with the Arrangement Agreement), the Shareholder hereby covenants, undertakes and agrees from time to time, until such time as this Agreement is terminated in accordance with Article 3, to cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) all of the Subject Securities (to the extent they carry a right to vote): (i) at any meeting of any of the securityholders of Novamind at which the Shareholder or any registered or beneficial owner of the Subject Securities are entitled to vote in favour of the approval of the Arrangement (and any transactions contemplated in connection with the Arrangement Agreement and any other matter necessary for the consummation of the Arrangement); or (ii) in any action by written consent of the securityholders of Novamind, in favour of the approval, consent, ratification and adoption of any resolution approving the Arrangement and any other matter necessary for the consummation of the Arrangement or any other transaction contemplated in connection with the Arrangement Agreement.
Shareholder Support. In connection with the Arrangement and any transactions contemplated in connection with the Arrangement Agreement, each of the Shareholders severally, and not jointly or jointly and severally, hereby covenants, undertakes and agrees from time to time, until such time as this Agreement is terminated in accordance with Article 4, to cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) all of the Subject Securities, to the extent they carry a right to vote: (i) at any meeting of any of the securityholders of ▇▇▇▇▇▇ at which the Shareholder or any registered holder of the Subject Securities is entitled to vote in favour of the approval of the Arrangement, any other matter necessary for the consummation of the Arrangement and any other transaction contemplated in connection with the Arrangement Agreement; or (ii) in any action by written consent of securityholders of ▇▇▇▇▇▇, in favour of the approval, consent, ratification and adoption of any resolution approving the Arrangement, any other matter necessary for the consummation of the Arrangement and any other transaction contemplated in connection with the Arrangement Agreement (each of (i) or (ii) above, the “Transaction Shareholder Approval”).
Shareholder Support. In connection with the Arrangement, the Rolling Shareholders and certain other Shareholders, who hold in aggregate 51,245,948 Shares (or approximately 48.6% of the issued and outstanding Shares (on a non-diluted basis)), have entered into irrevocable voting support agreements with the Purchaser providing for such shareholders to vote all Shares beneficially owned, controlled or directed by them in favour of the Arrangement.
Shareholder Support. In connection with the Arrangement and any transactions contemplated in connection with the Arrangement Agreement, the Shareholders hereby severally, and not jointly and severally, covenant, undertake and agree from time to time, until such time as this Agreement is terminated in accordance with Article 4, to cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) all of the Subject Securities, to the extent they carry a right to vote: (i) at any meeting of any of the securityholders of Aquila at which the Shareholders or any registered holder of the Subject Securities are entitled to vote in favour of the approval of the Arrangement, any other matter necessary for the consummation of the Arrangement and any other transaction contemplated in connection with the Arrangement Agreement; or (ii) in any action by written consent of securityholders of Aquila, in favour of the approval, consent, ratification and adoption of any resolution approving the Arrangement, any other matter necessary for the consummation of the Arrangement and any other transaction contemplated in connection with the Arrangement Agreement (each of (i) or (ii) above, the “Transaction Shareholder Approval”).
Shareholder Support. If and to the extent required (including, where the Opex Working Capital Facility is obtained from a third party finance provider in accordance with Clause 16.3(B) (Opex Working Capital Facility), in connection therewith), each Shareholder shall provide any bond, letter of credit, guarantee or other form of security which is required to secure the financial obligations of NuclearSub from time to time in connection with any existing or proposed contract or arrangement between NuclearSub, on the one hand, and one or more external finance providers and/or other third party contractual counterparties (including ▇▇▇▇) on the other hand, in each case on a several (and not on a joint or a joint and several), pari passu and pro rata basis (in proportion to the number of Shares held by each of them at the relevant time or, until such time as SPAII Closing occurs, in equal proportions) (“Shareholder Support”).
Shareholder Support. The Purchaser is not aware that any Purchaser Shareholders are not supportive of the Arrangement and no Purchaser Shareholders has indicated to the Purchaser that it intends to vote against the Purchaser Resolution or to propose a competing resolution or take any other action which would be contrary to the Purchaser Resolution being passed.
Shareholder Support. In the event that TeleDiffusion de France International S.A. does not complete the exchange of its shareholding in the Parent for a shareholding in CCIC (the "TDF ROLL-UP") on or before 16th July, 1999, it will procure that TeleDiffusion de France International S.A. gives a support letter substantially in the form of that delivered by CCIC in order to satisfy the requirement set out in paragraph 14 of Schedule 3.