Voting Obligations Clause Samples
The Voting Obligations clause sets out the duties and requirements for parties to participate in decision-making processes by casting votes as specified in an agreement or organizational rules. Typically, it outlines who is required to vote, the manner in which votes must be cast (such as in person, by proxy, or electronically), and any minimum participation thresholds needed for decisions to be valid. This clause ensures that all relevant parties are actively involved in governance or key decisions, thereby promoting accountability and preventing deadlock or inaction due to lack of participation.
Voting Obligations. During the Interim Period, each Sponsor Person, in its capacity as a holder of Covered Shares, agrees irrevocably and unconditionally that, at the Special Meeting, at any other meeting of the shareholders of Purchaser or, following the Purchaser Merger, New Pubco (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), in connection with any written consent of shareholders of Purchaser or, following the Purchaser Merger, New Pubco and in connection with any similar vote or consent of the holders of Private Placement Warrants in their capacities as such, such Sponsor Person shall, and shall cause any other holder of record of any of such Sponsor Person’s Covered Shares to:
(a) when such meeting is held, appear at such meeting or otherwise cause the Sponsor Person’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all of such Sponsor Person’s Covered Shares owned as of the record date for determining holders entitled to vote at such meeting (or the record date for determining holders entitled to provide consent) in favor of each Proposal and any other matters reasonably necessary for consummation of the Transactions (including the Warrant Exchange, to the extent it is put to a vote or a request for written consent); and
(c) vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all of such Sponsor Person’s Covered Shares against any Business Combination Proposal (as defined below) and any other action that would reasonably be expected to impede, interfere with or materially delay or postpone the consummation of, or otherwise adversely affect, any of the Transactions or result in a material breach of any representation, warranty, covenant or other obligation or agreement of any Purchaser-Side Party under the Transaction Agreement or result in a material breach of any representation, warranty, covenant or other obligation or agreement of such Sponsor Person under this Sponsor Agreement. The obligations of the Sponsor Persons in this Paragraph 1 shall apply whether or not the boa...
Voting Obligations. Until the earlier to occur of (a) the Closing or (b) the valid termination of the BCA in accordance with Article IX thereof, Sponsor agrees that, at the SPAC Shareholders’ Meeting and in connection with any written consent or written resolutions of the SPAC Shareholders, it shall vote (or duly and promptly execute and deliver an action by written consent or written resolutions), or cause to be voted at such meeting (or cause such consent or written resolutions to be duly and promptly executed and delivered with respect to), its Sponsor Shares and any SPAC Class A Ordinary Shares or SPAC Class B Ordinary Shares owned by it as of the record date of the SPAC Shareholders’ Meeting (collectively, the “Covered Shares”) (i) in favor of the approval and adoption of the BCA, the Transactions and the Transaction Proposals and (ii) against (A) any Business Combination (as defined in the SPAC Formation Document) other than with the Company, its equityholders and their respective affiliates and representatives; (B) any merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of SPAC; (C) any change in the business; and (D) any other action, proposal or agreement that would be reasonably expected to (1) impede, nullify, interfere with, delay or adversely affect the Transaction Proposals or any of the other transactions contemplated by the BCA, in each case, other than the proposal to adjourn the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt the Transaction Proposals, (2) result in a breach of any covenant, representation or warranty or other obligation or agreement of SPAC under the BCA, (3) result in a breach of any covenant, representation or warranty or other obligation or agreement of Sponsor contained in this Agreement or (4) result in any of the conditions set forth in Article VIII of the BCA not being fulfilled. Prior to any termination of the BCA in accordance with its terms, Sponsor 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 transactions contemplated by the BCA on the terms and subject to the conditions set forth therein. The obligations of Sponsor specified in this Section 1 shall apply whether or not the Transactions or any action described above is recommended by the SPAC Board....
Voting Obligations. For so long as the Investor Group holds a Minimum Interest:
Voting Obligations. 3.1 THE MANUFACTURERS' VOTING OBLIGATIONS
(a) During the Standstill Period for each Manufacturer, such Manufacturer shall take such action as may be required so that all shares of Voting Stock Beneficially Owned by such Manufacturer are voted for or cast in favor of: (i) nominees to the Board of Directors of the Company in accordance with the recommendations of a majority of the Board of Directors of the Company, and (ii) increases in the authorized capital stock of the Company and amendments to stock option plans and employee stock purchase plans, in each case approved by the Company's Board of Directors.
(b) Until the tenth anniversary of the date of this Agreement, (i) at any time that Ford Beneficially Owns at least 2.5% of the Total Current Voting Power of the Company, Ford agrees not to exercise any dissenter's rights, if any, that it may have under applicable law in connection with any merger, consolidation or other reorganization which is approved by the Company's Board of Directors and which is intended to qualify as a "pooling-of-interests" for financial accounting purposes and, solely in connection with any such pooling-of-interests transaction, Ford hereby covenants to enter into a standard affiliate lock-up agreement if requested by the Company (PROVIDED, HOWEVER, that all other persons required to be subject to similar limitations enter into such agreements), regardless of the manner in which Ford may have voted or cast Shares of Voting Stock Beneficially Owned by Ford with respect to such transaction; and (ii) at any time that GM Beneficially Owns at least 2.5% of the Total Current Voting Power of the Company, GM agrees not to exercise any dissenter's rights, if any, that it may have under applicable law in connection with any merger, consolidation or other reorganization which is approved by the Company's Board of Directors and which is intended to qualify as a "pooling-of-interests" for financial accounting purposes and, solely in connection with any such pooling-of-interests transaction, GM hereby covenants to enter into a standard affiliate lock-up agreement if requested by the Company (PROVIDED, HOWEVER, that all other persons required to be subject to similar limitations enter into such agreements), regardless of the manner in which GM may have voted or cast Shares of Voting Stock Beneficially Owned by GM with respect to such transaction.
(c) Except as set forth in paragraphs (a) and (b) above, nothing in this Agreement shall preclude ...
Voting Obligations. (a) Each of the Parties (other than the Company) agrees that, provided that the Company is not in breach of its obligations under this Agreement (including Section 1 hereof), during the Voting Period (as defined below), at any meeting of the Stockholders, however called, or at any adjournment or postponement thereof, or in connection with any written consent of the Stockholders or in any other circumstances upon which a vote, consent or other approval of all or some of the Stockholders is sought solely with respect to the matters described in this Section 2, such Party shall vote (or cause to be voted) or execute (or cause to be executed) consents with respect to, as applicable, all of the Company securities (including the Securities) owned (beneficially or of record) by such Party (or its Affiliates) as of the applicable record date in favor of (FOR) the election of the persons named in the Company’s proxy statement as the Board’s nominees for election as Directors, and against any other nominees.
(b) With respect to any vote of the Stockholders held during the Voting Period with respect to the matters set forth in Section 2(a), each of the Parties (other than the Company) shall, and shall cause its Affiliates on any applicable record date to, appear at such meeting (in person or by proxy) or otherwise cause all of the Securities held by such Party (or such Affiliates) to be counted as present thereat for purposes of establishing a quorum. Any vote required to be cast or consent required to be executed pursuant to this Section 2 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of recording the results of that vote or consent.
Voting Obligations. 5.1. During the Voting Period, Purchaser shall take such action as may be required so that all Voting Shares Beneficially Owned by any member of the Purchaser Control Group (and shall use all reasonable efforts to cause any Voting Shares held by any Affiliate of Purchaser that is not a member of the Purchaser Control Group or any 13D Group of which Purchaser or any Affiliate of Purchaser is a party) are voted for or cast or cause to be voted or cast in the same manner as recommended by the Board of Directors of the Company, and if no such recommendation is made then in the same manner and proportion as the votes cast by the holders of the Voting Shares other than Purchaser or any Affiliate of Purchaser or any 13D Group of which Purchaser or any Affiliate of Purchaser is a party.
5.2. During the Voting Period, Purchaser, as the holder of Voting Shares, shall be present, in person or by proxy and shall cause all members of the Purchaser Control Group Beneficially Owning Voting Shares to be so present, and shall use reasonable efforts to cause any of its Affiliates that is not a member of the Purchaser Control Group and all 13D Groups of which it or any member of the Purchaser Control Group or Affiliates is a party Beneficially Owning Voting Shares to be so present, at all meetings of shareholders of the Company so that all Voting Shares Beneficially Owned by it, any of its Affiliates, any 13D Groups of which it or any of its Affiliates is a party and all members of the Purchaser Control Group will be counted for purposes of determining the present of a quorum at such meetings.
5.3. During the Voting Period, Purchaser agrees not to exercise and to cause all members of the Purchaser Control Group not to exercise and to use all reasonable efforts to cause any Affiliate of Purchaser that is not a member of the Purchaser Control Group and any 13D Group of which Purchaser or any Affiliate of Purchaser is a party not to exercise dissenter’s rights, if any, that it may have with respect to Ordinary Shares under applicable law in connection with any merger, consolidation or other reorganization or plan of arrangement which is approved by the Company’s Board of Directors, regardless of the manner in which Purchaser or any member of the Purchaser Control Group or any Affiliate of Purchaser that is not a member of the Purchaser Control Group or any 13D Group of which Purchaser or any Affiliate of Purchaser is a party, voted or cast Ordinary Shares Beneficially Owned by ...
Voting Obligations. Each Key Company Stockholder, with respect to its shares of Company Common Stock (together with any other equity securities of the Company that each Key Company Stockholder acquires record or beneficial ownership of after the date hereof, collectively, the “Subject Company Equity Securities”), hereby agrees during the term of this Agreement, severally and not jointly, as follows:
(a) to vote (or cause to be voted), at any meeting of the stockholders of the Company, however called, or any adjournment thereof, and in any action by written consent of the stockholders of the Company (which written consent shall be delivered promptly, and in any event within twenty-four (24) hours, after the Company or Parent requests such delivery), or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought (and appear at any such meeting, in person or by proxy, or otherwise cause all of such Key Company Stockholder’s Subject Company Equity Securities to be counted as present thereat for purposes of establishing a quorum), all of the Subject Company Equity Securities held by such Key Company Stockholder at such time (i) in favor of the approval and adoption of the BCA and the approval of the Mergers and the other Transactions including the Company COI Amendment and the Company Stockholder AIM Consent and (ii) against any action, agreement or transaction or proposal that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the BCA or that would reasonably be expected to result in the failure of the Transactions from being consummated and (b) not to commit or agree to take any action inconsistent with the foregoing.
Voting Obligations. Each Stockholder entitled to vote for the election of Directors hereby agrees to vote all shares of Common Stock held by such Stockholder in favor of electing the NBA Director to the Board in accordance with Section 2.02, and to take all other necessary action in order to ensure that the composition of the Board is as set forth in Sections 2.01 and 2.02. For the avoidance of doubt, this Agreement, including this Section 2.04, shall not restrict any Stockholder from transferring any of its Common Stock as otherwise permitted by applicable law.
Voting Obligations. During the Interim Period, each Subject Stockholder, solely in its capacity as a holder of Covered Shares, agrees irrevocably and unconditionally that, at the Special Meeting or at any other meeting of the shareholders of Acquiror (whether annual or special and whether or not an adjourned or postponed meeting, however called, and including any adjournment or postponement thereof), in connection with any written consent of shareholders of Acquiror and in connection with any similar vote or consent of the holders of Acquiror Warrants, in their capacities as such, such Subject Stockholder shall:
(a) when any such meeting is held, appear at such meeting or otherwise cause such Subject Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at any such meeting (or cause any such consent to be duly and promptly executed and delivered with respect to), all of such Subject Stockholder’s Covered Shares owned as of the record date for determining holders entitled to vote at such meeting (or the record date for determining holders entitled to provide such consent) in favor of the Merger Agreement and the Transactions and any other matters necessary or reasonably requested by the Company for consummation of the Transactions; and
Voting Obligations. Each Investor agrees to at all times take all reasonably necessary action, including voting or providing a written consent or proxy with respect to the Common Stock it beneficially owns, to ensure the election of the directors nominated or designated by the other Investor to the Board and to ensure that the terms and intentions of this Agreement are carried out and observed.