Agreement to Vote in Favor of Merger. Shareholder hereby agrees that from the date hereof until the earlier of (i) the occurrence of the Effective Time and (ii) the time this Agreement terminates under Section 5.01 (the “Support Period”) at any shareholder meeting of the Company to approve the Merger or any related transaction, or any adjournment or postponement thereof, Shareholder shall be present (in person or by proxy) and shall vote (or cause to be voted) all of its voting shares of capital stock of the Company entitled to vote at such meeting, including all voting shares listed on Attachment A (together, “Owned Shares”): (a) in favor of approval of (1) the Merger Agreement and the transactions contemplated thereby, (2) any other matter that is required to facilitate the transactions contemplated by the Merger Agreement and (3) any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes to approve the Merger Agreement; and (b) against any action or agreement that would impair the ability of Purchaser to complete the Merger, the ability of the Company to complete the Merger, or that would otherwise be inconsistent with, prevent, impede or delay the consummation of the transactions contemplated by the Merger Agreement.
Agreement to Vote in Favor of Merger. The Stockholder (a) shall vote or cause to be voted all of the Shares that such Stockholder shall be entitled to so vote, whether such Shares are beneficially owned by such Stockholder on the date of this letter agreement or are subsequently acquired, at the special or any other meeting of the Company's stockholders to be called and held following the date hereof, in favor of the approval of the Merger Agreement and the Merger and (b) shall vote or cause to be voted all such Shares, at such special meeting or any other meeting of the Company's stockholders following the date hereof, against the approval of any other agreement providing for a merger, acquisition, consolidation, sale of a material amount of assets or other business combination of the Company or the Bank with any person or entity other than Purchaser or an affiliate of Purchaser; except, in the case of either (a) or (b), to the extent required by applicable law relating to fiduciary obligations of directors upon advice of counsel.
Agreement to Vote in Favor of Merger. Prior to the Termination Date (as defined herein), TEGP and TE irrevocably and unconditionally agree that, at any meeting of the limited partners of the Partnership, however called, whether annual or special and whether or not an adjourned or postponed meeting (or in connection with any written consent of the limited partners of the Partnership), TE shall, and TEGP shall cause TE to, (a) appear at such meeting or otherwise cause the Covered Units to be counted as present thereat for purposes of establishing a quorum and (b) vote, or cause to be voted, at such meeting (or validly execute and return and cause consent to be granted with respect to), all Covered Units (in all manners and by each applicable class) (i) in favor of the Merger Agreement and the Transactions, including, for the avoidance of doubt, the Merger, and any other matters required to be approved by the holders of Partnership Common Units in connection with the Transactions, and (ii) against (A) any Acquisition Proposal, including any Superior Proposal, and (B) any action that could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the Merger, the Merger Agreement or any of the Transactions or the matters contemplated by this Agreement. If TE is the beneficial owner, but not the Record Holder, of any Covered Units, TE agrees to take all actions necessary to cause the Record Holder and any nominees to vote (or grant a consent with respect to) all of such Covered Units in accordance with this Section 2. Except as otherwise set forth in or contemplated by this Agreement, TE may vote the Covered Units in its discretion on all matters submitted for the vote of holders of Partnership Common Units or in connection with any written consent of the holders of Partnership Common Units in a manner that is not inconsistent with the terms of this Agreement.
Agreement to Vote in Favor of Merger. For purposes of this Section 2.13 only, the following ECI shareholders covenant and agree to vote in favor of or consent to the Merger, and the transactions contemplated herein: Rodney M. Boucher, Gene Ameduri, and Energy Fund II, LLC.
Agreement to Vote in Favor of Merger. At any meeting of shareholders of Folsom Lake Bank or at any adjournment thereof, in response to any consent solicitation, and in other circumstances upon which the vote, consent, or other approval of Folsom Lake Bank’s shareholders is sought with respect to the Merger Agreement or the Merger, the Shareholder will vote or consent with respect to (or cause to be voted or consented with respect to) all of the Shares over which the Shareholder has voting authority (other than in a fiduciary capacity) in favor of the Merger Agreement and the Merger.
Agreement to Vote in Favor of Merger. Each Holder, severally and not jointly, covenants with Fidelity for itself as follows.
Agreement to Vote in Favor of Merger. Each Stockholder specifically agrees that: he will be bound by the terms of the Merger Agreement; he will use all reasonable efforts to cause a special meeting of stockholders of Seller (the "Special Meeting") to be held as soon as is practicable to vote to approve the Merger, the Merger Agreement and the transactions contemplated thereby; and at the Special Meeting or any other meeting of stockholders of Seller, he will cause all of the Shares he may be entitled to vote to be voted (X) in favor of the Merger, the Merger Agreement and the transactions contemplated thereby and (Y) against the approval of any other agreement providing for a merger, consolidation, sale of assets or other business combination of Seller with any person or entity other than Buyer.
Agreement to Vote in Favor of Merger. Each of the Stockholders, Cook, xxd each of the directors of PetroChemNet hereby covenants and agrees to vote all shares of Holdings and PetroChemNet Common Stock owned by them in favor of the transactions contemplated hereby at any meeting of such stockholders called to approve such transactions, or on any resolution of the stockholders by written consent adopted to approve such transactions, and to take all such other actions as may be consistent with their fiduciary duties to cause such transactions to be approved by Holdings and PetroChemNet respectively.
Agreement to Vote in Favor of Merger. (1) At any meeting of the stockholders of the Company called to seek the Company Stockholder Approval or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement, any other agreement contemplated hereby or thereby, the Offer or the Merger, or any other transaction contemplated hereby or by the Merger Agreement is sought, such Stockholder, subject to the provisions of this Agreement, shall (i) if a meeting is held, appear at such meeting or otherwise cause the Subject Shares to be counted as present at such meeting for purposes of establishing a quorum and (ii) vote (or cause to be voted) the Subject Shares in favor of granting the Company Stockholder Approval.
Agreement to Vote in Favor of Merger. Seller has caused each director and certain of their related interests to grant to Buyer an irrevocable proxy in the form attached hereto as Exhibit 7.4. Such proxy shall grant to Buyer the authority (x) to call a special meeting of stockholders of Seller to approve the Merger, this Agreement and the transactions contemplated hereby and (y) to vote, in any manner that Buyer may determine in its sole and absolute discretion to be in the best interest of Buyer, all of the shares of Seller Common Stock as to which each such person has voting power at any meeting of stockholders of Seller on matters in any way relating to the Merger, the Merger Agreement, and the transactions contemplated thereby. ARTICLE VIII Closing Conditions 8.1 Conditions to Each Party's Obligations under this Agreement. The respective obligations of each party under this Agreement shall be subject to the fulfillment at or prior to the Effective Time of the following conditions, none of which may be waived:
