Common use of Agreement to Vote Securities Clause in Contracts

Agreement to Vote Securities. The Securityholder hereby agrees that at any meeting of the securityholders of the Company (or any class thereof), however called, or at any adjournment or postponement thereof, or in connection with any written consent of the securityholders of the Company (or any class thereof) or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (collectively, a “Meeting”), the Securityholder shall (or cause its affiliates or other holder of record to, if the Securityholder is the beneficial owner but not the holder of record of any of the Securities): (a) vote all of the Owned Shares in favour of the Transaction contemplated and any actions required in furtherance thereof or otherwise contemplated by the Definitive Agreement and if applicable, vote all of its Primero Debentures in favour of the Debentureholders’ Resolution. The Securityholder shall also cause such Shares and Primero Debentures to be counted as present for purposes of establishing a quorum at such Meeting; and (b) vote all of the Owned Shares against the following actions (other than pursuant to the Transaction): (i) any amendment to the trust indenture governing the Primero Debentures (except pursuant to the Debentureholders’ Resolution); (ii) any Acquisition Proposal; and/or (iii) any other matter that would reasonably be regarded as being directed towards or likely to prevent, delay, impede or interfere with the consummation of the Transaction; and, no later than 10 days prior to any Meeting, each Securityholder will deliver or cause to be delivered (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depositary Services Inc. or other intermediary through which the Securityholder holds the Owned Shares and, if applicable its Primero Debentures, to arrange for such delivery) to the Company’s transfer agent, or as otherwise directed by First Majestic, a duly executed proxy (or other appropriate voting instrument) appointing as proxyholders those individuals designated by the Company in the information circular disseminated by the Company in connection with the Meeting, or such other individuals as First Majestic may direct, and directing that the Owned Shares and, if applicable its Primero Debentures, be voted at the Meeting in favour of the Transaction and the Debentureholders’ Resolution and all related matters, and thereafter not take any action to withdraw, amend or invalidate any such proxy (or other appropriate voting instrument) deposited by the Securityholder pursuant to this Agreement except in accordance with the terms hereof.

Agreement to Vote Securities. The Each Securityholder hereby agrees agrees, severally and not jointly, that at any meeting of the securityholders of the Company (or any class thereof)Meeting, however called, or at any adjournment or postponement thereof, or in connection with any written consent of the securityholders of the Company (or any class thereof) or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (collectively, a “Meeting”), the such Securityholder shall (or cause its affiliates or other holder of record to, if the Securityholder is the beneficial owner but not the holder of record of any of the Securities): (a) vote all of the its Owned Shares Securities in favour of the Transaction contemplated and any actions required in furtherance thereof or otherwise contemplated by the Definitive Agreement and if applicable, vote all of its Primero Debentures in favour of the Debentureholders’ ResolutionAgreement. The Securityholder shall also cause such Shares and Primero Debentures Securities to be counted as present for purposes of establishing a quorum at such the Meeting; and; (b) vote all of its Owned Securities to oppose any action or agreement that would result in a breach of any representation, warranty, covenant or other obligation of the Company under the Definitive Agreement if such breach requires Securityholder approval; (c) vote all of its Owned Shares against Securities to oppose any proposed action by the following actions (other than pursuant to the Transaction): (i) any amendment to the trust indenture governing the Primero Debentures (except pursuant to the Debentureholders’ Resolution); (ii) any Acquisition Proposal; and/or (iii) Company or any other matter that would reasonably be regarded as being directed towards or likely to preventparty the result of which could impede, delay, impede or interfere with the consummation of or delay First Majestic from completing the Transaction; and, (d) no later than 10 days prior to any the Meeting, each Securityholder will deliver or cause to be delivered (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depositary Services Inc. or other intermediary through which the Securityholder holds the its Owned Shares and, if applicable its Primero Debentures, Securities to arrange for such delivery) to the Company’s transfer agent, or as otherwise directed by First Majestic, a duly executed proxy (or other appropriate voting instrument) appointing as proxyholders those individuals designated by the Company in the information circular disseminated by the Company in connection with the Meeting, or such other individuals as First Majestic may direct, and directing that the its Owned Shares and, if applicable its Primero Debentures, Securities be voted at the Meeting in favour of the Transaction and the Debentureholders’ Resolution and all related matters, and thereafter not take any action to withdraw, amend or invalidate any such proxy (or other appropriate voting instrument) deposited by the Securityholder pursuant to this Agreement except in accordance with the terms hereof.

Agreement to Vote Securities. The Each Securityholder hereby agrees agrees, severally and not jointly, that at any meeting of the securityholders of the Company (or any class thereof)Meeting, however called, or at any adjournment or postponement thereof, or in connection with any written consent of the securityholders of the Company (or any class thereof) or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (collectively, a “Meeting”), the such Securityholder shall (or cause its affiliates or other holder of record to, if the Securityholder is the beneficial owner but not the holder of record of any of the Securities): (a) vote all of the its Owned Shares Securities in favour of the Transaction contemplated and any actions required in furtherance thereof or otherwise contemplated by the Letter of Intent or the Definitive Agreement and if applicable, vote all of its Primero Debentures in favour of the Debentureholders’ ResolutionAgreement. The Securityholder shall also cause such Shares and Primero Debentures Securities to be counted as present for purposes of establishing a quorum at such the Meeting; and; (b) vote all of its Owned Securities to oppose any action or agreement that would result in a breach of any representation, warranty, covenant or other obligation of the Company under the Letter of Intent or Definitive Agreement if such breach requires Securityholder approval; (c) vote all of its Owned Shares against Securities to oppose any proposed action by the following actions (other than pursuant to the Transaction): (i) any amendment to the trust indenture governing the Primero Debentures (except pursuant to the Debentureholders’ Resolution); (ii) any Acquisition Proposal; and/or (iii) Company or any other matter that would reasonably be regarded as being directed towards or likely to preventparty the result of which could impede, delay, impede or interfere with the consummation of or delay First Majestic from completing the Transaction; and, (d) no later than 10 days prior to any the Meeting, each Securityholder will deliver or cause to be delivered (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depositary Services Inc. or other intermediary through which the Securityholder holds the its Owned Shares and, if applicable its Primero Debentures, Securities to arrange for such delivery) to the Company’s transfer agent, or as otherwise directed by First Majestic, a duly executed proxy (or other appropriate voting instrument) appointing as proxyholders those individuals designated by the Company in the information circular disseminated by the Company in connection with the Meeting, or such other individuals as First Majestic may direct, and directing that the its Owned Shares and, if applicable its Primero Debentures, Securities be voted at the Meeting in favour of the Transaction and the Debentureholders’ Resolution and all related matters, and thereafter not take any action to withdraw, amend or invalidate any such proxy (or other appropriate voting instrument) deposited by the Securityholder pursuant to this Agreement except in accordance with the terms hereof.

Agreement to Vote Securities. The Securityholder hereby agrees that at any meeting of the securityholders of the Company (or any class thereof), however called, or at any adjournment or postponement thereof, or in connection with any written consent of the securityholders of the Company (or any class thereof) or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (collectively, a “Meeting”), the Securityholder shall (or cause its affiliates or other holder of record to, if the Securityholder is the beneficial owner but not the holder of record of any of the Securities): (a) vote all of the Owned Shares in favour of the Transaction contemplated and any actions required in furtherance thereof or otherwise contemplated by the Definitive Agreement and if applicable, vote all of its Primero Debentures in favour of the Debentureholders’ ResolutionAgreement. The Securityholder shall also cause such Shares and Primero Debentures to be counted as present for purposes of establishing a quorum at such Meeting; and (b) vote all of the Owned Shares against the following actions (other than pursuant to the Transaction): (i) any amendment to the trust indenture governing the Primero Debentures (except pursuant to the Debentureholders’ Resolution); (ii) any Acquisition Proposal; and/or (iiiii) any other matter that would reasonably be regarded as being directed towards or likely to prevent, delay, impede or interfere with the consummation of the Transaction; and, no later than 10 days prior to any Meeting, each Securityholder will deliver or cause to be delivered (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depositary Services Inc. or other intermediary through which the Securityholder holds the Owned Shares and, if applicable its Primero Debentures, to arrange for such delivery) to the Company’s transfer agent, or as otherwise directed by First MajesticSKYE, a duly executed proxy (or other appropriate voting instrument) appointing as proxyholders those individuals designated by the Company in the information circular disseminated by the Company in connection with the Meeting, or such other individuals as First Majestic SKYE may direct, and directing that the Owned Shares and, if applicable its Primero Debentures, be voted at the Meeting in favour of the Transaction and the Debentureholders’ Resolution and all related matters, and thereafter not take any action to withdraw, amend or invalidate any such proxy (or other appropriate voting instrument) deposited by the Securityholder pursuant to this Agreement except in accordance with the terms hereof.

Agreement to Vote Securities. The Securityholder hereby agrees that at any meeting of the securityholders of the Company (or any class thereof), however called, or at any adjournment or postponement thereof, or in connection with any written consent of the securityholders of the Company (or any class thereof) or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (collectively, a “Meeting”), the Securityholder shall (or cause its affiliates or other holder of record to, if the Securityholder is the beneficial owner but not the holder of record of any of the Securities): (a) vote all of the Owned Shares in favour of the Transaction contemplated and any actions required in furtherance thereof or otherwise contemplated by the Definitive Agreement and if applicable, vote all of its Primero Debentures in favour of the Debentureholders’ ResolutionAgreement. The Securityholder shall also cause such Shares and Primero Debentures to be counted as present for purposes of establishing a quorum at such Meeting; and (b) vote all of the Owned Shares against the following actions (other than pursuant to the Transaction): (i) any amendment to the trust indenture governing the Primero Debentures (except pursuant to the Debentureholders’ Resolution); (ii) any Acquisition Proposal; and/or (iiiii) any other matter that would reasonably be regarded as being directed towards or likely to prevent, delay, impede or interfere with the consummation of the Transaction; and, no later than 10 days prior to any Meeting, each Securityholder will deliver or cause to be delivered (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depositary Services Inc. or other any intermediary through which the Securityholder holds the Owned Shares and, if applicable its Primero Debentures, to arrange for such delivery) to the Company’s transfer agent, or as otherwise directed by First Majestic, a duly executed proxy (or other appropriate voting instrument) appointing as proxyholders those individuals designated by the Company in the information circular proxy statement disseminated by the Company in connection with the Meeting, or such other individuals as First Majestic may direct, and directing that the Owned Shares and, if applicable its Primero Debentures, be voted at the Meeting in favour of the Transaction and the Debentureholders’ Resolution and all related matters, and thereafter not take any action to withdraw, amend or invalidate any such proxy (or other appropriate voting instrument) deposited by the Securityholder pursuant to this Agreement except in accordance with the terms hereof.

Agreement to Vote Securities. The Securityholder hereby agrees agrees, that at any meeting of the securityholders of the Company (or any class thereof), however called, or at any adjournment or postponement thereof, or in connection with any written consent of the securityholders of the Company (or any class thereof) or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (collectively, a “Meeting”), the Securityholder shall (or cause its affiliates or other holder of record to, if the Securityholder is the beneficial owner but not the holder of record of any of the Securities): (a) vote all of the Owned Shares Securities in favour of the Transaction contemplated and any actions required in furtherance thereof or otherwise contemplated by the Letter of Intent or the Definitive Agreement and if applicable, vote all of its Primero Debentures in favour of the Debentureholders’ ResolutionAgreement. The Securityholder shall also cause such Shares and Primero Debentures Securities to be counted as present for purposes of establishing a quorum at such the Meeting; and; (b) vote all of the Owned Shares against Securities to oppose any action or agreement that would result in a breach of any representation, warranty, covenant or other obligation of the following actions Target under the Letter of Intent or Definitive Agreement if such breach requires Securityholder approval; (other than pursuant c) vote all of the Securities to oppose any proposed action by the Transaction): (i) any amendment to the trust indenture governing the Primero Debentures (except pursuant to the Debentureholders’ Resolution); (ii) any Acquisition Proposal; and/or (iii) Target or any other matter that would reasonably be regarded as being directed towards or likely to preventparty the result of which could impede, delay, impede or interfere with or delay the consummation of Acquiror from completing the Transaction; and, (d) no later than 10 days prior to any the Meeting, each Securityholder will deliver or cause to be delivered (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depositary Services Inc. or other intermediary through which the Securityholder holds the Owned Shares and, if applicable its Primero Debentures, Securities to arrange for such delivery) to the CompanyTarget’s transfer agent, or as otherwise directed by First Majesticthe Acquiror, a duly executed proxy (or other appropriate voting instrument) appointing as proxyholders those individuals designated by the Company in the information circular disseminated by the Company in connection with the Meeting, or such other individuals as First Majestic may direct, and directing that the Owned Shares and, if applicable its Primero Debentures, Securities be voted at the Meeting in favour of the Transaction and the Debentureholders’ Resolution and all related matters, and thereafter not take any action to withdraw, amend or invalidate any such proxy (or other appropriate voting instrument) deposited by the Securityholder pursuant to this Agreement except in accordance with the terms hereof.

Agreement to Vote Securities. The Securityholder hereby agrees that at any meeting of the securityholders of the Company (or any class thereof), however called, or at any adjournment or postponement thereof, or in connection with any written consent of the securityholders of the Company (or any class thereof) or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (collectively, a “Meeting”), the Securityholder shall (or cause its affiliates or other holder of record to, if the Securityholder is the beneficial owner but not the holder of record of any of the Securities): (a) vote all of the Owned Shares which it holds as of the record date for such Meeting in favour of the Transaction contemplated and any actions required in furtherance thereof or otherwise contemplated by the Definitive Agreement and if applicable, vote all of its Primero Debentures in favour of the Debentureholders’ ResolutionAgreement. The Securityholder shall also cause such Shares and Primero Debentures to be counted as present for purposes of establishing a quorum at such Meeting; and (b) vote all of the Owned Shares which it holds as of the record date for such Meeting against the following actions (other than pursuant to the Transaction): (i) any amendment to the trust indenture governing the Primero Debentures (except pursuant to the Debentureholders’ Resolution); (ii) any Acquisition Proposal; and/or (iiiii) any other matter that would reasonably be regarded as being directed towards or likely to prevent, delay, impede or interfere with the consummation of the Transaction; and, no later than 10 days prior to any Meeting, each Securityholder will deliver or cause to be delivered (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depositary Services Inc. or other intermediary through which the Securityholder holds the Owned Shares and, if applicable its Primero Debentures, to arrange for such delivery) to the Company’s transfer agent, or as otherwise directed by First MajesticSKYE, a duly executed proxy (or other appropriate voting instrument) appointing as proxyholders those individuals designated by the Company in the information circular disseminated by the Company in connection with the Meeting, or such other individuals as First Majestic SKYE may direct, and directing that the Owned Shares and, if applicable its Primero Debentures, be voted at the Meeting in favour of the Transaction and the Debentureholders’ Resolution and all related matters, and thereafter not take any action to withdraw, amend or invalidate any such proxy (or other appropriate voting instrument) deposited by the Securityholder pursuant to this Agreement except in accordance with the terms hereof.

Agreement to Vote Securities. The Securityholder hereby agrees that at any meeting of the securityholders of the Company (or any class thereof), however called, or at any adjournment or postponement thereof, or in connection with any written consent of the securityholders of the Company (or any class thereof) or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (collectively, a “Meeting”), the Securityholder shall (or cause its affiliates or other holder of record to, if the Securityholder is the beneficial owner but not the holder of record of any of the Securities): (a) vote all of the Owned Shares which it holds as of the record date for such Meeting in favour of the Transaction contemplated and any actions required in furtherance thereof or otherwise contemplated by the Definitive Agreement and if applicable, vote all of its Primero Debentures in favour of the Debentureholders’ ResolutionAgreement. The Securityholder shall also cause such Shares and Primero Debentures to be counted as present for purposes of establishing a quorum at such Meeting; and (b) vote all of the Owned Shares which it holds as of the record date for such Meeting against the following actions (other than pursuant to the Transaction): (i) any amendment to the trust indenture governing the Primero Debentures (except pursuant to the Debentureholders’ Resolution); (ii) any Acquisition Proposal; and/or (iiiii) any other matter that would reasonably be regarded as being directed towards or likely to prevent, delay, impede or interfere with the consummation of the Transaction; and, no later than 10 days prior to any Meeting, each Securityholder will deliver or cause to be delivered (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depositary Services Inc. or other any intermediary through which the Securityholder holds the Owned Shares and, if applicable its Primero Debentures, to arrange for such delivery) to the Company’s transfer agent, or as otherwise directed by First MajesticEHT, a duly executed proxy (or other appropriate voting instrument) appointing as proxyholders those individuals designated by the Company in the information circular proxy statement disseminated by the Company in connection with the Meeting, or such other individuals as First Majestic EHT may direct, and directing that the Owned Shares and, if applicable its Primero Debentures, be voted at the Meeting in favour of the Transaction and the Debentureholders’ Resolution and all related matters, and thereafter not take any action to withdraw, amend or invalidate any such proxy (or other appropriate voting instrument) deposited by the Securityholder pursuant to this Agreement except in accordance with the terms hereof. Notwithstanding the foregoing, EHT and SKYE acknowledge and agree that the Securityholder’s votes shall not be counted for purposes of satisfying the closing condition in the Definitive Agreement related to obtaining the majority approval of the disinterested SKYE Shareholders (as defined therein).