Voting Agreement股东投票协议 -
Section 4.1 NO SOLICITATION. From the date hereof until the Effective Time or, if earlier, the termination of the Merger Agreement, the Stockholder shall not (whether directly or indirectly through advisors, agents or other intermediaries) (a) solicit, initiate or encourage any Acquisition Proposal or (b) engage in discussions or negotiations with, or disclo any non-public information relating to the Company or its Subsidiaries to any Person that has made an Acquisition Proposal or has advid the Stockholder, or to his Knowledge, any other Stockholder or the Company, that such Person is interested in making an Acquisition Proposal.
Section 4.2 TERMINATION. This Agreement shall terminate upon the earliest to occur of (a) the termination of the Merger Agreement in accordance with its terms or (b) the Effective Time. Upon such termination, no party shall have any further obligations or liabilities hereunder, provided that no such termination shall relieve any party from liability for any breach of this Voting Agreement prior to such termination.
孩子感冒发烧Section 4.3 ENFORCEMENT OF AGREEMENT. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Voting Agreement were not performed in accordance with its specified terms or were otherwi breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Voting Agreement and to specific performance of the terms and provisions hereof in addition to any other remedy to which they are entitled at law or in equity.
Section 4.4 SUCCESSORS AND AFFILIATES. This Voting Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, legal reprentatives and permitted assigns. If any Stockholder shall at any time hereafter acquire ownership of, or voting power with respect to, any additional Shares in any manner, whether by the exerci of any Options or any curities or rights convertible into or exchangeable for shares of Company Common Stock, by operation of law or otherwi, such Shares shall be held subject to all of the terms and provisions of this Voting Agreement. Without limiting the foregoing, each Stockholder specifically agrees th
at the obligations of such Stockholder hereunder shall not be terminated by operation of law, whether by death or incapacity of the Stockholder or otherwi.
Section 4.5 ENTIRE AGREEMENT. This Voting Agreement together with the Affiliate’s Agreements, in the form attached as Annex C to the Merger Agreement, if and to the extent entered into by each of the Stockholders and AAA constitutes the entire agreement among AAA and the Stockholders with respect to the subject matter hereof and superdes all prior agreements and understandings, both written and oral, among AAA and the Stockholders with respect to the subject matter hereof.
Section 4.6 CAPTIONS AND COUNTERPARTS. The captions in this Voting Agreement are for convenience only and shall not be considered a part of or affect the construction of interpretation of any provision of this Voting Agreement. This Voting Agreement may be executed in veral counterparts, each of which shall constitute one in the same instrument.
海鲜什锦Section 4.7 AMENDMENT. This Voting Agreement may not be amended except by an ins
trument in writing signed by the parties hereto.
Section 4.8 WAIVERS. Except as provided in this Voting Agreement, no action taken pursuant to this Voting Agreement, including without limitation any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any reprentations, warranties, covenants or agreements contained in this Voting Agreement. The waiver by any party hereto of a breach of any provision hereunder shall not operate or be construed as a wavier of any prior or subquent breach of the same or any other provision hereunder.
Section 4.9 SEVERABILITY. If any term or other provision of this Voting Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Voting Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Voting Agreement so as to effect the original intent of the parties as cloly as possible to
the fullest extent permitted by applicable law in a mutually acceptable manner in order that the terms of this Voting Agreement remain as originally contemplated to the fullest extent possible.
迷人远足
Section 4.10 NOTICES. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made and shall be effective upon receipt, if delivered personally, upon receipt of a transmission confirmation if nt by facsimile (with a confirming copy nt by overnight courier) and on the next business day if nt by Federal Express, United Parcel Service, Express Mail or other reputable overnight courier to the parties at the following address (or at such other address for a party as shall be specified by notice):
If to a Stockholder:广东童谣
At the address t forth opposite such Stockholder’s name on Schedule A hereto
With a copy to:
Addre: _________
高一学习计划
Attention: _________
拔牙多久能好Telephone: _________
Facsimile: _________
三年级语文课文
If to AAA or DDD:
AAA, Inc.
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