Common use of Adoption of Merger Agreement; Irrevocable Proxy; Termination Clause in Contracts

Adoption of Merger Agreement; Irrevocable Proxy; Termination. (a) Member hereby (i) adopts and approves the resolutions attached hereto as Exhibit B and adopts and consents to each of the Merger Agreement and the SLK Investing Co. Merger Agreement and the transactions contemplated thereby including, without limitation, each of the Merger and the SLK Investing Co. Merger, in each case, in accordance with the provisions of Section 407 of the New York Limited Liability Company Law, (ii) upon request by Acquiror, agrees to vote to adopt and approve such matters described in clause (i) of this Section 1(a), (iii) agrees to vote against, and to withhold consent from, any action or proposal that would compete with or would serve to materially interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the transactions contemplated by the Merger Agreement, including, without limitation, the Merger, (iv) consents to the replacement of SLK Management Inc. by Acquiror or an Affiliate designated thereby, as the managing member of the Company, such replacement to be effective as of the Effective Time, and (v) elects to cause the payment and distribution by the Company of the Shares (as such term is defined in the Operating Agreement) of the Withdrawn Members (as such term is defined in the Operating Agreement) to such Withdrawn Members prior to the close of any applicable Additional Holding Periods (as such term is defined in the Operating Agreement) in the manner set forth in Section 3.04 of the Draft Amended and Restated Merger Agreement. For the avoidance of doubt, and without limiting in any respect the effect of clause (a)(i) of this Section 1, Member hereby approves and consents to the form, terms and provisions of, and the transactions contemplated by the Merger Agreement, including all exhibits and annexes thereto, substantially in the form of Exhibit G hereto, with such changes as the Authorized Agents (as such term is defined in the resolutions attached hereto as Exhibit B) may approve. To the extent necessary and as permitted by applicable law, Member hereby also irrevocably (i) waives any notice, or requirement thereof, with respect to any meeting of Members or other proceeding for the purpose of adopting and approving the Merger Agreement, the SLK Investing Co. Merger Agreement, the Merger, the SLK Investing Co. Merger or any related matters and (ii) acknowledges that Member will not have any dissenters' or similar rights in connection with either the Merger or the SLK Investing Co. Merger and the consummation of the other transactions contemplated by the Merger Agreement and the SLK Investing Co. Merger Agreement. If the Merger Agreement is properly terminated for any reason in accordance with its terms and the Merger is not consummated, this Agreement shall terminate concurrently with such termination of the Merger Agreement.

Adoption of Merger Agreement; Irrevocable Proxy; Termination. (a) Member hereby (i) adopts and approves the resolutions attached hereto as Exhibit B and adopts and consents to each of the Merger Agreement and the SLK Investing Co. Merger Agreement and the transactions contemplated thereby including, without limitation, each of the Merger and the SLK Investing Co. Merger, in each case, in accordance with the provisions of Section 407 of the New York Limited Liability Company Law, (ii) upon request by Acquiror, agrees to vote to adopt and approve such matters described in clause (i) of this Section 1(a), (iii) agrees to vote against, and to withhold consent from, any action or proposal that would compete with or would serve to materially interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the transactions contemplated by the Merger Agreement, including, without limitation, the Merger, (iv) consents to the replacement of SLK Management Inc. by Acquiror or an Affiliate designated thereby, as the managing member of the Company, such replacement to be effective as of the Effective Time, and (v) elects to cause the payment and distribution by the Company of the Shares (as such term is defined in the Operating Agreement) of the Withdrawn Members (as such term is defined in the Operating Agreement) to such Withdrawn Members prior to the close of any applicable Additional Holding Periods (as such term is defined in the Operating Agreement) in the manner set forth in Section 3.04 of the Draft Amended and Restated Merger Agreement. For the avoidance of doubt, and without limiting in any respect the effect of clause (a)(i) of this Section 1, Member hereby approves and consents to the form, terms and provisions of, and the transactions contemplated by the Merger Agreement, including all exhibits and annexes thereto, substantially in the form of Exhibit G hereto, with such changes as the Authorized Agents (as such term is defined in the resolutions attached hereto as Exhibit B) may approve. To the extent necessary and as permitted by applicable law, Member hereby also irrevocably (i) waives any notice, or requirement thereof, with respect to any meeting of Members or other proceeding for the purpose of adopting and approving the Merger Agreement, the SLK Investing Co. Merger Agreement, the Merger, the SLK Investing Co. Merger or any related matters and (ii) acknowledges that Member will not have any dissenters' or similar rights in connection with either the Merger or the SLK Investing Co. Merger and the consummation of the other transactions contemplated by the Merger Agreement and the SLK Investing Co. Merger Agreement. If the Merger Agreement is properly terminated for any reason in accordance with its terms and the Merger is not consummated, this Agreement shall terminate concurrently with such termination of the Merger Agreement.

Adoption of Merger Agreement; Irrevocable Proxy; Termination. (a) Member hereby (i) adopts and approves the resolutions attached hereto as Exhibit B C and adopts and consents to each of the Merger Agreement and the SLK Investing Co. Merger Agreement and the transactions contemplated thereby thereby, including, without limitation, each of the Merger and the SLK Investing Co. Merger, in each caseamendments to the Operating Agreement contemplated by the Merger Agreement, in accordance with the provisions of Section 407 of the New York Limited Liability Company LawLaw and Section 10.1 of the Operating Agreement, (ii) agrees to grant to Acquiror, upon request by Acquiror, agrees an irrevocable proxy in the form of Exhibit H, which shall be deemed to vote be coupled with an interest, with respect to Member's Membership Interest to adopt and or approve such matters described in clause (i) of this Section 1(a), (iii) agrees to vote against, and to withhold consent from, any action or proposal that would could compete with or would could serve to materially interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the transactions contemplated by the Merger AgreementAgreement (including all exhibits and annexes thereto), including, without limitation, the Merger, (iv) consents to the replacement of SLK Management Inc. the Managing Members by SLK, or another Affiliate of Acquiror or an Affiliate designated therebyby Acquiror, as the managing member sole Managing Member of the Company, such replacement to be effective as of the Effective Time, and (v) elects consents to cause the payment and distribution making by the Company of any or all of the Shares (as such term determinations provided for in Sections 3.01 and 3.03 of the Merger Agreement which may affect the Cash Consideration, Stock Consideration and/or Merger Consideration that Member is defined to receive in the Operating Agreement) of the Withdrawn Members (as such term is defined in the Operating Agreement) to such Withdrawn Members prior to the close of any applicable Additional Holding Periods (as such term is defined in the Operating Agreement) in the manner set forth in Section 3.04 of the Draft Amended and Restated Merger AgreementMerger. For the avoidance of doubt, and without limiting in any respect the effect of clause (a)(i) of this Section 1, Member hereby approves and consents to the form, terms and provisions of, and the transactions contemplated by by, the Merger Agreement, including all exhibits and annexes thereto, substantially in the form of Exhibit G hereto, B with such changes as the Authorized Agents (as such term is defined in the resolutions attached hereto as Exhibit BC) may approveapprove and to any and all amendments, waivers and supplements to the Merger Agreement or any of such exhibits and annexes as may be entered into or delivered from time and time after the date of this Agreement. To the extent necessary and as permitted by applicable law, Member hereby also irrevocably (i) waives any notice, or requirement thereof, with respect to any meeting of the Members or other proceeding for the purpose of adopting and approving the Merger Agreement, the SLK Investing Co. Merger Agreement, the Merger, the SLK Investing Co. Merger or any related matters and (ii) acknowledges that Member will not have have, and expressly waives, any dissenters' or similar rights in connection with either the Merger or the SLK Investing Co. Merger and the consummation of the other transactions contemplated by the Merger Agreement and the SLK Investing Co. Merger Agreement. If the Merger Agreement is properly terminated for any reason in accordance with its terms and the Merger is not consummated, this Agreement shall terminate concurrently with such termination of the Merger Agreement. (See Annex 4 of the Merger Agreement for the provision on allocation of Merger Consideration.)

Adoption of Merger Agreement; Irrevocable Proxy; Termination. (a) Member hereby (i) adopts and approves the resolutions attached hereto as Exhibit B C and adopts and consents to each of the Merger Agreement and the SLK Investing Co. Merger Agreement and the transactions contemplated thereby thereby, including, without limitation, each of the Merger and the SLK Investing Co. Merger, in each caseamendments to the Operating Agreement contemplated by the Merger Agreement, in accordance with the provisions of Section 407 of the New York Limited Liability Company LawLaw and Section 5.7 of the Operating Agreement, (ii) agrees to grant to Acquiror, upon request by Acquiror, agrees an irrevocable proxy in the form of Exhibit D, which shall be deemed to vote be coupled with an interest, with respect to Member's Membership Interest, to adopt and or approve such matters described in clause (i) of this Section 1(a), (iii) agrees to vote against, and to withhold consent from, any action or proposal that would could compete with or would could serve to materially interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the transactions contemplated by the Merger AgreementAgreement (including all exhibits and annexes thereto), including, without limitation, the Merger, (iv) consents to the replacement of SLK Management Inc. the Managers by SLK, or another Affiliate of Acquiror or an Affiliate designated therebyby Acquiror, as the managing member sole Manager of the Company, such replacement to be effective as of the Effective Time, and (v) elects consents to cause the payment and distribution making by the Company of any or all of the Shares (as such term determinations provided for in Section 3.01 of the Merger Agreement which may affect the Cash Consideration, Stock Consideration and/or Merger Consideration that Member is defined to receive in the Operating Agreement) of the Withdrawn Members (as such term is defined in the Operating Agreement) to such Withdrawn Members prior to the close of any applicable Additional Holding Periods (as such term is defined in the Operating Agreement) in the manner set forth in Section 3.04 of the Draft Amended and Restated Merger AgreementMerger. For the avoidance of doubt, and without limiting in any respect the effect of clause (a)(i) of this Section 1, Member hereby approves and consents to the form, terms and provisions of, and the transactions contemplated by by, the Merger Agreement, including all exhibits and annexes thereto, substantially in the form of Exhibit G heretoB, with such changes as the Authorized Agents (as such term is defined in the resolutions attached hereto as Exhibit BC) may approve, and to any and all amendments, waivers and supplements to the Merger Agreement or any of such exhibits and annexes as may be entered into or delivered from time and time after the date of this Agreement. To the extent necessary and as permitted by applicable law, Member hereby also irrevocably (i) waives any notice, or requirement thereof, with respect to any meeting of the Members or other proceeding for the purpose of adopting and approving the Merger Agreement, the SLK Investing Co. Merger Agreement, the Merger, the SLK Investing Co. Merger or any related matters and (ii) acknowledges that Member will not have have, and expressly waives, any dissenters' or similar rights in connection with either the Merger or the SLK Investing Co. Merger and the consummation of the other transactions contemplated by the Merger Agreement Agreement. Member acknowledges and agrees that the Company Representatives may elect to establish an escrow arrangement in order to pay the costs and expenses of the Company and the SLK Investing Co. Members in connection with the transactions contemplated by the Merger Agreement, and that a portion of Member's Merger Consideration may be paid directly to the escrow account established pursuant to such escrow arrangement and disbursed in accordance with the terms of such escrow arrangement. If the Merger Agreement is properly terminated for any reason in accordance with its terms and the Merger is not consummated, this Agreement shall terminate concurrently with such termination of the Merger Agreement.