Agreement to Vote Proxy Sample Clauses
Agreement to Vote Proxy. (a) The Stockholder hereby agrees that, until the Termination Date (as defined in Section 10), at any meeting of the stockholders of the Company, however called, or in connection with any written consent of the Stockholders of the Company, such Stockholder shall vote (or cause to be voted) the Shares held of record or beneficially by such Stockholder (i) in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance hereof and thereof; (ii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (iii) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement or any such actions identified in writing by Purchaser in advance): (A) any extraordinary corporate transaction, including, without limitation, a merger, consolidation or other business combination involving the Company or its Subsidiaries; (B) a sale, lease or transfer of a material amount of assets of the Company or its Subsidiaries or a reorganization, recapitalization, dissolution or liquidation of the Company or its Subsidiaries; (C) any change in the majority of the board of directors of the Company; (D) any material change in the present capitalization of the Company or any amendment of the Company's Certificate of Incorporation or By-Laws; (E) any other material change in the Company's corporate structure or business; or (F) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or materially adversely affect the Merger or the transactions contemplated by the Merger Agreement or this Agreement. Such Stockholder shall not enter into any agreement or understanding with any person or entity to vote or give instructions in any manner inconsistent with clauses (i) or (ii) of the preceding sentence. Notwithstanding the foregoing, it is agreed that the Stockholder will be permitted to vote for an Acquisition Proposal if the Merger Agreement is terminated by the Company pursuant to Section 6.01(e) of the Merger Agreement.
(b) THE STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER AND ANY DESIGNEE OF PURCHASER, EACH OF THEM INDIVIDUALLY, SUCH S...
Agreement to Vote Proxy. During the term of this Agreement, each Investor will, and will cause its controlled Affiliates to, vote and/or execute a new Written Consent in substantially the form attached hereto as Exhibit B with respect to all of the shares of Series A Preferred Stock then held by such Investor and its controlled Affiliates, in the event the Record Date has not occurred within 60 days of the date of this Agreement. Upon the failure of any Investor to deliver a Written Consent in respect of all their shares of Series A Preferred Stock in accordance with the prior sentence promptly following a written request thereof delivered by the Company, such Investor hereby grants to the Company a proxy coupled with an interest in all shares of Series A Preferred Stock beneficially owned by such Investor, which proxy shall be irrevocable until this Agreement terminates pursuant to its terms (at which time this proxy shall automatically be revoked) or this Section 2.3 is amended to remove such grant of proxy in accordance with Section 16.3, to vote or deliver a Written Consent in respect of all such shares of Series A Preferred Stock in the manner provided in this Section 2.3. It is agreed and understood that monetary damages would not adequately compensate the Company for the breach of this Section 2.3 by any Investor, that this Section 2.3 shall be specifically enforceable, and that any breach or threatened breach of this Section 2.3 shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each Investor hereby waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach.
Agreement to Vote Proxy. (a) At such time as Catellus conducts a meeting of, solicits written consents from, or otherwise seeks a vote of, its stockholders with respect to any of the following, each Shareholder agrees, subject to Section 12, to vote all of the Securities, as applicable, beneficially owned by him or her or with respect to which he or she exercises voting power (directly or indirectly), (i) in favor of approval of the Merger Agreement and all other actions contemplated by the Merger Agreement or otherwise necessary or desirable for the consummation of the Merger and (ii) against any Competing Transaction (as such term is defined in the Merger Agreement).
(b) Each Shareholder hereby agrees, upon the request of ProLogis, to grant to ProLogis an irrevocable proxy (the “Irrevocable Proxy”), until such time as this Agreement is terminated pursuant to Section 12, to allow ProLogis to vote such Shareholder’s Securities, as applicable, in the manner described in, and for the purposes contemplated by, Section 1(a). Each Shareholder further agrees to deliver promptly to ProLogis such additional proxies and other documents as may be reasonably requested by ProLogis to allow ProLogis to exercise such voting power. Each Shareholder will retain at all times the right to vote his or her Securities, in such Shareholder’s sole discretion, on all matters other than those set forth in Section 1(a) which are at any time or from time to time presented for a vote to Catellus’s stockholders generally, and in the event that an Irrevocable Proxy is granted as hereinabove provided, ProLogis agrees to vote on all such other matters as directed in writing by such Shareholder.
Agreement to Vote Proxy. Each of the Shareholders hereby agrees to vote such Shareholder’s Company Securities as follows at every meeting of the shareholders of the Company and at every adjournment or postponement thereof or at any written action of the shareholders or otherwise with respect to any of the following matters:
(a) in favor of adoption and approval of the Acquisition Agreement and the transactions contemplated thereby (the “Acquisition”), at every meeting of the shareholders of the Company at which such matters are considered and at every adjournment or postponement thereof, including but not limited to, if notified by the Purchaser of its intent to consummate the Merger under Section 6.11 in favor of the Merger and any other proposals subject to and consistent with the provisions of the Acquisition Agreement in support of the Merger; and
(b) against any action or agreement (other than the Acquisition Agreement or the actions and transactions contemplated thereby) that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or such Shareholder under the Acquisition Agreement or that could result in any of the conditions to the Company’s or the Selling Shareholders' obligations under the Acquisition Agreement not being fulfilled; and
(c) except for the Acquisition or the Merger, against any Acquisition Proposal, or merger, consolidation, business combination, reorganization, recapitalization, liquidation or sale or transfer of any material assets of the Company or its Subsidiaries.
Agreement to Vote Proxy. (a) The Beneficialholders hereby agree that, during the period commencing on the date hereof and continuing until the termination of this Agreement as provided herein, the Proxyholder shall have the right to exercise all voting rights of the Beneficialholders (who have not withdrawn from the Agreement under Section 5 hereof) with respect to all of the Shares which the Beneficialholders are entitled to vote from time to time in his sole and absolute discretion, following non-binding consultation with each Beneficialholder.
(b) The Beneficialholders appoint the Proxyholder, and the Proxyholder accepts this appointment and agrees to vote such Shares in his sole and absolute discretion, following non-binding consultation with each Beneficialholder.
(c) Each Beneficialholder who is not a Recordholder of the Shares such Beneficialholder is entitled to vote hereby directs the applicable Recordholder as set forth on Schedule A hereto to vote such Shares in accordance with the instructions given by the Proxyholder until such Beneficialholder provides, in accordance with Section 5(b) hereof, subsequent written instruction to the Recordholder that (i) he, she or it is withdrawing from the terms of this Agreement or (ii) the Agreement is terminated.
(d) Each Beneficialholder who is also a Recordholder shall execute a proxy conforming to the provisions of Section 1(a) in substantially the form attached hereto as Exhibit A. Each Recordholder and Beneficialholder shall from time to time execute a proxy conforming to the provisions of Section 1(a) in substantially the form attached hereto as Exhibit A or such other proxy as the Proxyholder may reasonably require from time to time.
Agreement to Vote Proxy. During the term of this Agreement, the Shareholders that are entitled to elect Directors of the Company pursuant to the Memorandum and Articles and this Agreement will vote and will cause their Affiliates to vote at an annual or extraordinary general meeting of the Shareholders, or will execute and will cause their Affiliates to execute a written consent with respect to, all of the Shares then held by the Shareholders and such Affiliates, for the election of such individuals so designated in accordance with this Section 2.02. Upon the failure of any Shareholders to vote their Shares in accordance with the terms of this Section 2.02, such Shareholders hereby grant to the Company a proxy coupled with an interest in all Shares owned by such Shareholder, which proxy shall be irrevocable until this Agreement terminates pursuant to its terms or this Section 2.02, to vote all such Shares in the manner provided in this Section 2.02. It is agreed and understood that monetary damages would not adequately compensate an injured Shareholder for the breach of this Section 2.02 by any other Shareholders, that this Section 2.02 shall be specifically enforceable, and that any breach or threatened breach of this Section 2.02 shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each Shareholder waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach.
Agreement to Vote Proxy. Each Shareholder agrees with, and covenants to, the Company as follows:
(a) In accordance with the provisions of Section 251 of the DGCL and the rules of the New York Stock Exchange, as promptly as practicable after the date hereof, and in no event later than 11 business days hereafter, such Shareholder shall deliver to Parent its written consent to authorize the issuance of Parent Common Stock in the Merger as contemplated by the Merger Agreement (the "SHAREHOLDER CONSENT").
(b) Such Shareholder shall not withdraw, amend or modify its Shareholder Consent.
(c) At any meeting of shareholders of Parent or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, such Shareholder shall vote (or cause to be voted) the Shares held by such Shareholder against any amendment of Parent's certificate of incorporation or by-laws or any other proposal which amendment or proposal would in any manner prevent or materially impede, interfere with or delay the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement (including the issuance of Parent Common Stock in the Merger).
Agreement to Vote Proxy