Agreement to Vote Shares. (a) At every meeting of the Stockholders of the Company, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders of Company, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent: (i) in favor of the adoption of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof; (ii) against approval of any proposal made in opposition to, in competition with, or would result in a breach of, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and (iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement). (b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum. (c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 6 contracts
Samples: Voting Agreement (Thinkorswim Group Inc.), Voting Agreement (Td Ameritrade Holding Corp), Voting Agreement (Thinkorswim Group Inc.)
Agreement to Vote Shares. From the date hereof through the earlier of (a) At every the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"), at any meeting of the Stockholders stockholders of Company called to consider and vote upon the adoption and approval of the CompanyPurchase Agreement (and at any and all postponements and adjournments thereof), and at every adjournment or postponement thereof, in connection with any action to be taken in respect of the adoption and on every action or approval of the Purchase Agreement by written consent of the Stockholders stockholders of Company, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act cause to be voted (including by written consent:
(i, if applicable) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Merger Agreement, Purchase Agreement and in favor of each any other matter necessary for the consummation of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof;
(ii) against approval of any proposal made in opposition to, in competition with, or would result in a breach of, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
Purchase Agreement (iiicollectively, the "Transactions") against and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting of the following actions stockholders of Company called to consider and vote upon any Other Proposal (other than those actions that relate as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to the Merger and be taken in respect of any other transactions contemplated Other Proposal by the Merger Agreement): written consent of stockholders of Company, Stockholder shall vote or cause to be voted (Aincluding by written consent, if applicable) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets Subject Shares against such Other Proposal. For purposes of this Agreement, the Company or term "Other Proposal" means any of its Subsidiaries, (Cx) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, Acquisition Proposal (D) any material change as defined in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (EPurchase Agreement) any Acquisition Proposal or Acquisition Transaction or (Fy) any other action that which is intended to, or would could reasonably be expected to materially, impede, interfere with, delay, postpone, discourage delay or materially and adversely affect the Merger contemplated economic benefits to Parent of any of the Transactions or any of the other transactions contemplated by this Agreement; provided, however, that neither the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without Transactions nor any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended transaction contemplated by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares Purchase Agreement to be counted as present thereat for purposes of establishing a quorum.
(c) The consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any Person to vote person or give instructions entity the effect of which would be inconsistent or violative of the provisions and agreements contained in any manner inconsistent with the terms of this Section 31.1.
Appears in 6 contracts
Samples: Stockholder Agreement (Mining Services International Corp/), Stockholder Agreement (Mining Services International Corp/), Stockholder Agreement (Mining Services International Corp/)
Agreement to Vote Shares. The Stockholder agrees that, prior to the Expiration Date (a) At every as defined in Section 2 below), at any meeting of the Stockholders stockholders of the Company, and at every Company or any adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders of Company, the Stockholder (in the Stockholder’s capacity as such), thereof with respect to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
(i) in favor of the adoption of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof;
(ii) against approval of any proposal made in opposition to, in competition with, or would result in a breach ofMerger, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
(iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is heldTakeover Proposal, the Stockholder shall, or shall cause the holder of record on any applicable record date to, :
(a) appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing calculating a quorum.; and
(cb) from and after the date hereof until the Expiration Date, vote (or cause to be voted) all of the Shares that such Stockholder shall be entitled to so vote: (i) in favor of adoption and approval of the Merger Agreement and all other matters contemplated by the Merger Agreement as to which stockholders of the Company are called upon to vote in favor of to the extent that any such matters are necessary for the consummation of the Merger and the other transactions contemplated by the Merger Agreement in accordance with its terms; and (ii) against any Takeover Proposal, or any agreement, transaction or other matter that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger and all other material transactions contemplated by the Merger Agreement. The Stockholder shall not enter into take or commit or agree to take any agreement or understanding with any Person to vote or give instructions in any manner action inconsistent with the terms of foregoing. Except as set forth in this Section 31, the Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the stockholders of the Company. In addition, nothing in this Agreement shall give Parent, Merger Sub or any of its respective officers or designees the right to vote any Shares in connection with the election of directors.
Appears in 5 contracts
Samples: Voting Agreement (Nobel Learning Communities Inc), Voting Agreement (Nobel Learning Communities Inc), Voting Agreement (Blesbok LLC)
Agreement to Vote Shares. (a) At every The Stockholder shall, at any meeting of the Stockholders holders of any class or classes of Company Securities, however such meeting is called and regardless of whether such meeting is a special or annual meeting of the stockholders of the Company, and at every adjournment or postponement thereof, and on every action or approval by in connection with any written consent of the Stockholders stockholders of the Company, vote (or cause to be voted) the Stockholder (in the Stockholder’s capacity as such)Shares, to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
(i) in favor of the adoption Merger, the execution and delivery by the Company of the Merger Agreement, Agreement and in favor the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any action actions required in furtherance thereof;
thereof and hereof, (ii) against approval of any action, proposal made in opposition to, in competition with, or transaction or agreement that would result in a breach ofin any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or the Merger or of any other transactions contemplated by the Merger Agreement; and
stockholder contained in this Agreement and (iii) against any of the following actions or proposals (other than those actions that relate to the Merger and any other the transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, Takeover Proposal; (B) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company; (C) a sale, lease or transfer of all or substantially all a material amount of the assets of the Company or any of its Subsidiaries, (C) any a reorganization, recapitalization, dissolution, dissolution or liquidation or winding up of the Company; (D) (I) any change in the majority of the Company or any of its Subsidiaries, Board; (DII) any material change in the present capitalization of the Company or any amendment of its Subsidiaries, the Company Organizational Documents or similar governing document of the Company; (III) any other material change in the corporate structure or business of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction Company; or (FIV) any other action that or proposal, which in the case of matters referred to in clauses (I), (II) or (III) above, is intended tointended, or would could reasonably be expected expected, to materially, impede, interfere with, delay, postpone, discourage or adversely affect the contemplated economic benefits to Parent or Merger Sub of the Merger or any other the transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times Agreement or this Agreement or could reasonably be expected to result in any of the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration conditions to the Company’s stockholders generallyobligations under the Merger Agreement not being fulfilled. For Each Stockholder agrees not to, and shall cause its Affiliates not to, enter into any agreement, commitment or arrangement with any Person the avoidance effect of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election which would be inconsistent with or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation violative of the terms of the Merger Agreement)provisions and agreements contained in this Section 2.
(b) In The Stockholder agrees that the obligations of the Stockholder specified in this Section 2 shall not be affected by (i) any Company Adverse Recommendation Change, or (ii) any breach by the Company of any of its representations, warranties, agreements or covenants set forth in the Merger Agreement; provided, however, that, in the event that of a meeting Company Adverse Recommendation Change, the obligation of the Stockholders Stockholder to vote the Stockholder Shares in the manner set forth in Section 2(a) shall only apply to one half of the Company is held, total number of Stockholder Shares which are entitled to vote in respect of such matter and the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the remaining Stockholder Shares to be counted as present thereat for purposes voted in a manner that is proportionate to the manner in which all holders of establishing a quorumCompany Securities (other than the Voting Agreement Stockholders) vote in respect of such matter.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 4 contracts
Samples: Voting Agreement (Valera Pharmaceuticals Inc), Voting Agreement (Indevus Pharmaceuticals Inc), Voting Agreement (Indevus Pharmaceuticals Inc)
Agreement to Vote Shares. (a) At every meeting of the Stockholders stockholders of the CompanyCompany called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders stockholders of Company, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consentthe Shares:
(i) in favor of the adoption of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereofAgreement;
(ii) against approval of any proposal made in opposition to, or in competition with, or would result in a breach ofconsummation of the Offer, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
(iii) against any of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any subsidiary of its Subsidiariesthe Company with any party, (B) any sale, lease or transfer of all or substantially all any significant part of the assets of the Company or any subsidiary of its Subsidiariesthe Company, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any subsidiary of its Subsidiariesthe Company, (D) any material change in the capitalization of the Company or any subsidiary of its Subsidiariesthe Company, or the corporate structure of the Company or any subsidiary of its Subsidiariesthe Company, or (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended tointended, or would could reasonably be expected to materiallyto, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 4 contracts
Samples: Tender and Voting Agreement (Insilicon Corp), Tender and Voting Agreement (Synopsys Inc), Tender and Voting Agreement (Oracle Corp)
Agreement to Vote Shares. (a) At Until the Expiration Date, at every meeting of the Stockholders stockholders of the CompanyCompany called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of stockholders of the Stockholders Company with respect to any of Company, the Stockholder following (in the Stockholder’s capacity as such"MEETING"), to Stockholder shall vote the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on Shares and any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consentNew Shares:
(i) in favor of approval of the adoption Merger, the execution and delivery by the Company of the Merger Agreement, Agreement and the adoption and approval of the terms thereof and in favor of each of the other actions contemplated by the Letter of Intent and the Merger Agreement and any action required in furtherance thereof;
(ii) against approval of any proposal made in opposition to, or in competition with, or would result in a breach of, consummation of the Merger and the Merger Agreement or the Merger or any other transactions as contemplated by the Merger AgreementLetter of Intent; and
(iii) against any of the following actions (other than those actions that relate to the Merger and any other the transactions contemplated by the Letter of Intent and/or the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or with any of its Subsidiariesparty, (B) any sale, lease or transfer of all or substantially all any significant part of the assets of the Company or any of its Subsidiariessubsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiariessubsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiariesthe Company's corporate structure, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended tointended, or would could reasonably be expected to materiallyto, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Letter of Intent and/or the Merger AgreementAgreement (any of the foregoing are referred to herein as an "OPPOSING PROPOSAL"). The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration Prior to the Company’s stockholders generally. For the avoidance of doubtExpiration Date, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person person to vote or give instructions in any manner inconsistent with the terms of this Section 3SECTION 2.
Appears in 4 contracts
Samples: Stockholder Voting Agreement (Inverness Medical Innovations Inc), Stockholder Voting Agreement (Inverness Medical Innovations Inc), Stockholder Voting Agreement (Inverness Medical Innovations Inc)
Agreement to Vote Shares. Shareholder shall be present (ain person or by proxy) At every meeting of at and vote the Stockholders of the CompanyShareholder's Shares (including any New Shares (as defined in Section 4 hereof)), and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders of Company, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the any holder of record on of the Shareholder's Shares (including any applicable record date toNew Shares) to be present and vote, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
(ia) in favor of adoption and approval of the adoption Reorganization Agreement and the Merger (and each other action and transaction contemplated by the Reorganization Agreement or by this Agreement) and (b) against any Takeover Proposal (as defined in the Reorganization Agreement) other than the Merger (or any other Takeover Proposal of Acquiror) and against any proposed action or transaction that would prevent or intentionally delay consummation of the Merger Agreement(or other Takeover Proposal of Acquiror) or is otherwise inconsistent therewith (including, and in favor of each of the other actions contemplated by the Merger Agreement and without limitation, (A) any action required in furtherance thereof;
(ii) against approval of any proposal made in opposition to, in competition with, or agreement that would result in a breach ofin any respect of any covenant, the Merger Agreement representation or the Merger warranty or any other transactions contemplated by obligation or agreement of Target under the Merger Reorganization Agreement or of Shareholder under this Agreement; and
(iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Target or its Subsidiaries (as defined in the Reorganization Agreement), (C) a sale, lease or transfer of all or substantially all a material amount of the assets of the Company Target or any of its Subsidiaries, (C) any or a reorganization, recapitalization, dissolution, dissolution or liquidation of Target or winding up of the Company or any of its Subsidiaries, (D) (1) any change in the present capitalization of Target or any amendment of Target's Articles of Incorporation or Code of Regulations, (2) any other material change in the capitalization of the Company Target's corporate structure or any of its Subsidiariesbusiness, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F3) any other action that involving Target or its Subsidiaries which is intended tointended, or would could reasonably be expected expected, to materially, impede, interfere with, delay, postpone, discourage materially delay or materially and adversely affect the Merger or any other and the transactions contemplated by this Agreement and the Merger Agreement. The Stockholder shall retain Reorganization Agreement at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a every meeting of the Stockholders shareholders of Target at which any such matters are considered and at every adjournment thereof (and, if applicable, in connection with any request or solicitation of written consents of shareholders). Notwithstanding anything in this Agreement to the Company is heldcontrary, Shareholder shall not be obligated under this Agreement to vote a particular way with respect to the Stockholder shallelection of directors of Target, and Acquiror shall not have any right under this Agreement to exercise or direct the exercise of any voting rights with respect to the election of directors of Target. Any such vote shall be cast, or consent shall cause the holder of record on any applicable record date tobe given, appear at in accordance with such meeting or otherwise cause the Shares to be procedures relating thereto as shall ensure that it is duly counted as present thereat for purposes of establishing determining that a quorum.
(c) The Stockholder quorum is present and for purposes of recording the results of such vote or consent. Shareholder hereby revokes any and all previous proxies granted with respect to the Shareholder's Shares. Shareholder shall also use reasonable best efforts to take, or cause to be taken, all action, and do, or cause to be done, all things necessary or advisable in order to consummate and make effective the transactions contemplated by this Agreement, and shall not enter into any agreement or understanding with any Person to vote person or give instructions in any manner entity the effect of which would be inconsistent with or violative of the terms of provisions and agreements contained in this Section 3Agreement.
Appears in 4 contracts
Samples: Voting Agreement (Amerilink Corp), Voting Agreement (Tandy Corp /De/), Voting Agreement (Tandy Corp /De/)
Agreement to Vote Shares. (a) At Until the Expiration Date, at every meeting of the Stockholders stockholders of the CompanyCompany called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of stockholders of the Stockholders Company with respect to any of Companythe following, the Stockholder (in the Stockholder’s capacity as such)shall vote, to the extent not voted by the Person(sperson(s) appointed under the ProxyProxy (as defined in Section 4 hereof), shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consentShares:
(ia) in favor of approval of the Merger and the adoption and approval of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereofAgreement;
(iib) against approval of any proposal made in opposition to, or in competition with, or would result in a breach of, consummation of the Merger Agreement or and the Merger or any other transactions contemplated by the Merger Agreement; and, and against any action or agreement that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger Agreement;
(iiic) against any of the following actions (other than those actions that relate to the Merger and any other the transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any subsidiary of its Subsidiariesthe Company with any party, (B) any sale, lease or transfer of all or substantially all any significant part of the assets of the Company or any subsidiary of its Subsidiariesthe Company, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any subsidiary of its Subsidiariesthe Company, (D) any material change in the capitalization of the Company or any subsidiary of its Subsidiariesthe Company, or the corporate structure of the Company or any subsidiary of its Subsidiariesthe Company, or (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended tointended, or would could reasonably be expected to materiallyto, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).; and
(bd) In the event in favor of waiving any notice that a meeting of the Stockholders may have been or may be required relating to any reorganization of the Company is heldor any subsidiary of the Company, any reclassification or recapitalization of the Stockholder shallcapital stock of the Company or any subsidiary of the Company, or shall cause any sale of assets, change of control, or acquisition of the holder Company or any subsidiary of record on the Company by any applicable record date toperson, appear at such meeting or otherwise cause any consolidation or merger of the Shares to be counted as present thereat for purposes Company or any subsidiary of establishing a quorum.
(c) The Stockholder shall not enter the Company with or into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3person.
Appears in 4 contracts
Samples: Voting Agreement (Sybase Inc), Voting Agreement (Extended Systems Inc), Voting Agreement (Extended Systems Inc)
Agreement to Vote Shares. (a) At every meeting of the Stockholders stockholders of the CompanyCompany called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders stockholders of the Company, the Stockholder (in the Stockholder’s his or her capacity as such)) shall vote, to the extent not voted by the Person(s) appointed under the ProxyProxy (as defined below), shall, the Shares or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consentbe voted:
(ia) in favor of the adoption of the Merger Agreement, and in favor of each approval of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof;
(iib) against approval of any proposal made in opposition to, or in competition with, or would result in a breach of, consummation of the Merger Agreement or and the Merger or any other transactions contemplated by the Merger Agreement; and
(iiic) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated extent such actions are prohibited by the Merger Agreement): : (Ai) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or with any of its Subsidiariesparty, (Bii) any sale, lease or transfer of all or substantially all any significant part of the assets of the Company or any of its SubsidiariesCompany, (Ciii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its SubsidiariesCompany, (Div) any material change in the capitalization of the Company or any of its Subsidiariesthe Company’s corporate structure, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (Fv) any other action that is intended tointended, or would could reasonably be expected to materiallyto, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement. The Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall limit or restrict Stockholder from acting in Stockholder’s capacity as a director or officer of the Company (it being understood that this Agreement shall retain at all times the right apply to vote its Shares Stockholder solely in its Stockholder’s capacity as a stockholder of Company) or voting in Stockholder’s sole discretion and without on any other limitation on those matters matter other than those set forth matters referred to in clauses subsections (ia), (iib) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3above.
Appears in 4 contracts
Samples: Voting Agreement (Epresence Inc), Majority Stockholder Voting Agreement (Epresence Inc), Majority Stockholder Voting Agreement (Infospace Inc)
Agreement to Vote Shares. (a) At Stockholder agrees that during the period from the date hereof until the earlier of the Effective Time of the Merger and the termination of the Merger Agreement in accordance with its terms, Stockholder shall vote the Shares, in person or by proxy, at every meeting of the Stockholders stockholders of the Company, Company at which such matters are considered and at every adjournment thereof or postponement thereof, and on every action or approval by written consent in lieu of the Stockholders of Company, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
meeting (i) in favor of the Merger, the adoption by the Company of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof;
(ii) against the approval of any proposal made in opposition to, in competition with, or would result in a breach of, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
, (iiiii) against any of the following actions merger agreement or merger (other than those actions that relate to the Merger Agreement and any other transactions contemplated by the Merger Agreement): (A) any mergerMerger), consolidation, business combination, sale of substantial assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Competing Transaction (as defined in the Merger Agreement ) (collectively, "Alternative Transactions") or (iii) against any amendment of the Company's Articles of Incorporation of By-laws or other proposal or transaction involving the Company or any of its Subsidiariessubsidiaries, (D) which amendment or other proposal or transaction would in any material change in manner impede, frustrate, prevent or nullify the capitalization of Merger, the Company Merger Agreement or any of its Subsidiariesthe other transactions contemplated by the Merger Agreement (collectively, or "Frustrating Transactions"). Stockholder has delivered to Acquiror on the corporate structure date hereof a proxy substantially in the form attached hereto as Annex A (the "Proxy"), which Proxy is irrevocable from the date hereof until the earlier of the Company or any Effective Time of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any and the termination of the Merger Agreement in accordance with its terms to the extent permitted under Delaware Law, and Acquiror agrees to vote the Shares subject to such Proxy (A) in favor of the Merger, the adoption by the Company of the Merger Agreement and the approval of the other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (iiB) and against any Alternative Transaction, or (iiiC) that are at against any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement)Frustrating Transaction.
(b) In If, at any time prior to the event that expiration of this Agreement, Stockholder, or a meeting representative of Stockholder, is a member of the Stockholders Board of Directors of the Company or an officer of the Company, subject to the Merger Agreement, nothing in this Agreement shall limit or restrict such director or officer from acting in his capacity and exercising his fiduciary duties and responsibilities as a director or officer of the Company, as the case may be. It is held, understood that this Agreement shall apply to Stockholder solely in its capacity as a stockholder of the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder Company and shall not enter into any agreement apply to the director's or understanding with any Person to vote officer's actions, judgments or give instructions in any manner inconsistent with decisions as a director or officer of the terms of this Section 3Company.
Appears in 4 contracts
Samples: Stockholder's Agreement (Lefkofsky Eric P), Stockholder's Agreement (Keywell Bradley A), Stockholder Agreement (Keywell Bradley A)
Agreement to Vote Shares. (a) At every meeting of the Stockholders stockholders of the CompanyParent called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders stockholders of CompanyParent, the Stockholder (in the Stockholder’s his or her capacity as such)) shall vote, to the extent not voted by the Person(s) appointed under the ProxyProxy (as defined below), shall, the Shares or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consentbe voted:
(ia) in favor of the adoption of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement Stockholder Voting Proposal and any action required in furtherance thereof;
(iib) against approval of any proposal made in opposition to, or in competition with, the Stockholder Voting Proposal or would result in a breach of, consummation of the Merger Agreement or and the Merger or any other transactions contemplated by the Merger Agreement; and
(iiic) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated extent such actions are prohibited by the terms of the Majority Stockholder Voting Agreement or the Merger Agreement): : (Ai) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or Parent with any of its Subsidiariesparty, (Bii) any sale, lease or transfer of all or substantially all any significant part of the assets of the Company or any of its SubsidiariesParent, (Ciii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its SubsidiariesParent, (Div) any material change in the capitalization of the Company Parent or any of its SubsidiariesParent’s corporate structure, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (Fv) any other action that is intended tointended, or would could reasonably be expected to materiallyto, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement. The Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall limit or restrict Stockholder from acting in Stockholder’s capacity as a director or officer of Parent or the Company (it being understood that this Agreement shall retain at all times the right apply to vote its Shares Stockholder solely in its Stockholder’s capacity as a stockholder of Parent) or voting in Stockholder’s sole discretion and without on any other limitation on those matters matter other than those set forth matters referred to in clauses subsections (ia), (iib) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3above.
Appears in 4 contracts
Samples: Parent Voting Agreement, Parent Voting Agreement (Epresence Inc), Parent Voting Agreement (Ferry William P)
Agreement to Vote Shares. (a) At Until the Expiration Date, at the Rentrak Shareholder Meeting and at every other shareholder meeting of Rentrak called to consider the Stockholders of the CompanyRentrak Voting Proposal, and at every postponement or adjournment or postponement thereof, and on every action or approval by written consent of Rentrak Shareholders with respect to any of the Stockholders of Companyfollowing, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or Shareholder shall cause the holder of record on any applicable record date to, vote all outstanding Shares that are then-owned by such Stockholder and entitled to vote or act by written consentany outstanding New Shares:
(i) in favor of the adoption of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and any action required reasonably requested by comScore in furtherance thereofof the foregoing, including any proposal to adjourn or postpone any meeting of the shareholders of Rentrak at which the adoption of the Merger Agreement is submitted for the consideration and vote of the shareholders of Rentrak to a later date if there are not proxies representing a sufficient number of shares of Rentrak Common Stock to approve such matters on the date on which the meeting is held;
(ii) against approval any action or agreement that would reasonably be expected to result in (i) a breach of any proposal made covenant, representation or warranty or any other obligation or agreement of Rentrak contained in opposition to, in competition withthe Merger Agreement, or would result of any Shareholder contained in a breach ofthis Agreement, or (ii) any of the conditions set forth in Section 2.2 of the Merger Agreement not being satisfied on or before the Merger or any other transactions contemplated by the Merger Agreement; andInitial Termination Date;
(iii) against any of the following actions Acquisition Proposal made by any Person (other than those actions that relate to the Merger comScore) and any Acquisition Transaction proposed by any Person (other transactions contemplated by the Merger Agreement): than comScore); and
(Aiv) against any mergerother action, consolidation, business combination, sale of assets, reorganization agreement or recapitalization of or transaction involving the Company Rentrak or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action Rentrak Subsidiaries that is intended tointended, or would reasonably be expected expected, to materially, impede, interfere with, delay, postpone, discourage or adversely affect or prevent the consummation of the Merger or any the other material transactions contemplated by the Merger Agreement or this Agreement or the performance by Rentrak of its obligations under the Merger Agreement or by any Shareholder of its obligations under this Agreement. The Stockholder shall retain at all times , including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Rentrak or the right to vote its Shares in its sole discretion and without any other limitation on those matters Rentrak Subsidiaries (other than those set forth in clauses (ithe Merger), (iiy) and (iii) that are at a sale, lease or transfer of a material amount of assets of Rentrak or any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms Rentrak Subsidiaries or any reorganization, recapitalization or liquidation of Rentrak or any of its Subsidiaries or (z) any change in the Merger Agreement)present capitalization of Rentrak or any amendment or other change to its articles of incorporation or bylaws.
(b) In Prior to the event that a meeting of the Stockholders of the Company is heldExpiration Date, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder Shareholder shall not enter into any agreement or understanding with any Person person to vote or give instructions in any manner inconsistent with the terms of this Section 32.
Appears in 3 contracts
Samples: Support Agreement (WPP PLC), Support Agreement (Rentrak Corp), Support Agreement (Comscore, Inc.)
Agreement to Vote Shares. (a) At every meeting of the Stockholders stockholders of the Company, DMK called (and at every adjournment or postponement thereof), and on with respect to every requested action or approval by written consent of the Stockholders stockholders of CompanyDMK, called or requested by DMK or its board of directors, to vote on matters with respect to the Merger, the Stockholder Merger Agreement (and related plan of merger) and the other matters contemplated thereby, Securityholder (in the Stockholder’s his or her capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consentthe Shares:
(ia) in favor of the adoption approval of the Merger Agreementand the adoption and approval of the Merger Agreement and any related plan of merger, and in favor of each of the other actions contemplated by the Merger Agreement to be taken by DMK (including, without limitation, any amendments to the DMK Charter), any action requested to be taken in any DMK Information Statement distributed to DMK stockholders in connection with the Merger and the Merger Agreement, and any action required in furtherance thereof;
(iib) in favor of any matter recommended by the board of directors of DMK to the stockholders that could reasonably be expected to facilitate the Merger;
(c) against approval of any proposal made in opposition to, or in competition or inconsistent with, consummation of the Merger or the transactions contemplated by the Merger Agreement (including, without limitation, any action or agreement that would result in a breach ofof any representation, warranty, covenant or obligation of DMK in the Merger Agreement Agreement); and
(d) in favor of waiving any notice that may have been or the Merger may be required relating to any reorganization of DMK or any subsidiary of DMK, any reclassification or recapitalization of the capital stock of DMK or any subsidiary of DMK, or any sale of assets, change of control, or acquisition of DMK or any subsidiary of DMK by any other person except for the transactions contemplated by the Merger Agreement; and
(iii) against , or any consolidation or merger of the following actions (other than those actions that relate to the Merger and DMK or any subsidiary of DMK with or into any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected person except pursuant to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) Securityholder further agrees that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company DMK stockholders is held, the Stockholder Securityholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder . Before the Expiration Date, the Securityholder shall not enter into any agreement or understanding with any Person person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 3 contracts
Samples: Support Agreement (Adamis Pharmaceuticals Corp), Support Agreement (Adamis Pharmaceuticals Corp), Support Agreement (Adamis Pharmaceuticals Corp)
Agreement to Vote Shares. The Stockholder agrees that, prior to the Expiration Date (a) At every as defined below), at any meeting of the Stockholders stockholders of the CompanySeller, and at every adjournment or postponement thereof, and on every action or approval by in connection with any written consent of the Stockholders stockholders of Companythe Seller, with respect to the Merger, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
(i) in favor of the adoption of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof;
(ii) against approval Plan of any proposal made in opposition to, in competition with, or would result in a breach of, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
(iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended toadjournment thereof, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).shall:
(ba) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing calculating a quorum.;
(cb) The from and after the date hereof until the Expiration Date, vote (or cause to be voted), or deliver a written consent (or cause a consent to be delivered) covering all of the Shares that such Stockholder shall not enter into be entitled to so vote, whether such Shares are beneficially owned by such Stockholder on the date of this Agreement or are subsequently acquired, (i) in favor of adoption and approval of the Agreement and Plan of Merger and the transactions contemplated thereby, including the Merger; (ii) against any action or agreement that would result in a breach in any material respect of any covenant, representation, or warranty or any other obligation or agreement of the Seller contained in the Agreement and Plan of Merger or of the Stockholder contained in this Agreement; and (iii) against any Acquisition Proposal, or any agreement or understanding with transaction that is intended, or could reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger or any Person to vote or give instructions in any manner inconsistent with of the terms transactions contemplated by the Agreement and Plan of this Section 3Merger.
Appears in 3 contracts
Samples: Merger Agreement (Independent Bank Corp), Merger Agreement (Falmouth Bancorp Inc), Merger Agreement (Abington Bancorp Inc)
Agreement to Vote Shares. The Shareholder agrees that, prior to the Expiration Date (a) At every as defined in Section 2 below), at any meeting of the Stockholders Shareholders of the Company, Company and at every any adjournment or postponement thereof, and on every action or approval by in connection with any written consent of the Stockholders Shareholders of the Company, the Stockholder (in the Stockholder’s capacity as such), with respect to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
(i) in favor of the adoption of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof;
(ii) against approval of any proposal made in opposition to, in competition with, or would result in a breach ofMerger, the Merger Agreement or any Acquisition Proposal, the Merger or any other transactions contemplated by the Merger Agreement; andShareholder shall:
(iiia) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing calculating a quorum.; and
(cb) The Stockholder from and after the date hereof until the Expiration Date, vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering all of the Shares that such Shareholder shall not enter into any agreement or understanding with any Person be entitled to so vote: (i) in favor of adoption and approval of the Merger Agreement and all other transactions contemplated by the Merger Agreement as to which Shareholders of the Company are called upon to vote or give instructions consent in favor of any matter necessary for consummation of the Merger and the other transactions contemplated by the Merger Agreement; (ii) against any action or agreement that would reasonably be expected to result in a breach in any manner material respect of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to the Company’s or any of its Subsidiaries or Affiliates’ obligations under the Merger Agreement not being fulfilled; and (iii) against (A) any Acquisition Proposal, (B) any agreement, transaction or other matter that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger and all other transactions contemplated by the Merger Agreement, (C) any reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries, (D) any change in the majority of the board of directors of the Company and (E) any material change in the capitalization of the Company or the Company’s corporate structure. The Shareholder shall not take or commit or agree to take any action inconsistent with the terms of this Section 3foregoing.
Appears in 3 contracts
Samples: Voting Agreement (Advent International Corp/Ma), Voting Agreement (Advent International Corp/Ma), Voting Agreement (AquaVenture Holdings LTD)
Agreement to Vote Shares. (a) At every meeting of the Stockholders stockholders of the CompanyCompany called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders stockholders of the Company, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consentthe Shares:
(i) in favor of the adoption of the Merger Agreement, Agreement (as it may be amended from time to time) and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereofAgreement;
(ii) against approval of any proposal made in opposition to, or in competition with, or would result in a breach ofconsummation of the Tender Offer, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
(iii) against any of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, or reorganization or recapitalization of or involving the Company or any subsidiary of its Subsidiariesthe Company, (B) any sale, lease or transfer of all or substantially all any significant part of the assets of the Company or any subsidiary of its Subsidiariesthe Company, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any subsidiary of its Subsidiariesthe Company, (D) any material change in the capitalization of the Company or any subsidiary of its Subsidiariesthe Company, or the corporate structure of the Company or any subsidiary of its Subsidiariesthe Company, or (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended tointended, or would could reasonably be expected to materiallyto, impede, interfere with, delay, postpone, discourage or adversely affect the Tender Offer, the Merger or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person person to vote or give instructions in any manner inconsistent with the terms of this Section 31.5.
Appears in 3 contracts
Samples: Merger Agreement (Yak Communications Inc), Merger Agreement (Globalive Communications Corp.), Support and Exchange Agreement (Yak Communications Inc)
Agreement to Vote Shares. (a) At Prior to the Expiration Date, at every meeting of the Stockholders shareholders of the CompanyCompany called concerning proposals related to the Merger Agreement or the other transactions contemplated thereby, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders shareholders of Companythe Company concerning proposals related to the Merger Agreement or the other transactions contemplated thereby, the Stockholder Shareholder (in the StockholderShareholder’s capacity as such)) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the Person(s) Persons appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date toas proxies pursuant to this Agreement, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
(i) in favor of the adoption and approval of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof;
the approval of the other transactions contemplated thereby (collectively, the “Proposed Transaction”), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, or would result in a breach ofthe Proposed Transaction, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
and (iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would could reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger consummation of the Proposed Transaction. Notwithstanding the foregoing, nothing in this Agreement shall require Shareholder to vote or otherwise consent to any other transactions contemplated by amendment to the Merger AgreementAgreement or the taking of any action that would result in the amendment, modification or a waiver of a provision therein, in any such case, in a manner that decreases the amount or changes the form of the Merger Consideration. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those Except as expressly set forth in clauses (ithis Section 3(a), (ii) and (iii) that are at Shareholder shall not be restricted from voting in favor of, against or abstaining with respect to any time or from time to time other matter presented for consideration to the Company’s stockholders generally. For the avoidance shareholders of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In If Shareholder is the event that a meeting beneficial owner, but not the record holder, of any of the Stockholders Shares, Shareholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorumin accordance with Section 3(a).
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 3 contracts
Samples: Merger Agreement (MKS Instruments Inc), Merger Agreement (Electro Scientific Industries Inc), Shareholder Agreement (Electro Scientific Industries Inc)
Agreement to Vote Shares. (a) At Prior to the Expiration Date, at every meeting of the Stockholders stockholders of the CompanyMerger Partner called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders stockholders of CompanyMerger Partner, the Stockholder Noteholder (in the StockholderNoteholder’s capacity as such)) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the Person(s) persons appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date toas proxies pursuant to this Agreement, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
(i) in favor of the adoption of the Merger Agreement, Agreement and in favor of each approval of the other actions transactions contemplated by thereby (collectively, the Merger Agreement and any action required in furtherance thereof;
“Proposed Transaction”), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, or would result in a breach ofthe Proposed Transaction, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
and (iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by extent unrelated to the Merger AgreementProposed Transaction): (A) any merger, consolidation, consolidation or business combination, sale of assets, reorganization or recapitalization of or combination involving the Company Merger Partner or any of its Subsidiaries, subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company Merger Partner or any of its Subsidiaries, subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company Merger Partner or any of its Subsidiaries, subsidiaries; or (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended tointended, or would could reasonably be expected expected, to materiallyresult in a breach of any covenant, representation or warranty or any other obligation or agreement of Merger Partner under the Merger Agreement or of Noteholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by consummation of the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses Proposed Transaction (i), each of (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreementa “Competing Transaction”).
(b) In If Noteholder is the event that a meeting beneficial owner, but not the record holder, of the Stockholders Shares, Noteholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorumin accordance with Section 4(a).
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 3 contracts
Samples: Merger Agreement (Critical Therapeutics Inc), Merger Agreement (Cornerstone BioPharma Holdings, Inc.), Merger Partner Noteholder Agreement (Critical Therapeutics Inc)
Agreement to Vote Shares. In addition to and notwithstanding the ------------------------ provisions of Section 1.2 of the Standstill Agreement, WMX and the Shareholder agree that during the term of this Agreement they consent to and approve the voting of the Shareholder Shares and any New Shares (as defined in Section 4.2), (a) At in favor of adoption of the Merger Agreement and in favor of consummation of the Merger Transactions at every meeting of the Stockholders shareholders of the Company at which such matters are considered and at every adjournment thereof or in connection with any written consent of the shareholders of the Company, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders of Company, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
(ib) in favor of the adoption election to the Company's Board of Directors of such number of Parent Representatives as Parent is permitted to cause to be elected to the Company's Board of Directors pursuant to Section 1.4 of the Merger Agreement, and in favor of each (c) against any action or agreement that would compete with, impede, interfere with or attempt to discourage the Merger Transactions, or inhibit the timely consummation of the other actions contemplated by the Merger Agreement and Transactions, (d) against any action required in furtherance thereof;
(ii) against approval of any proposal made in opposition to, in competition with, or agreement that would result in a breach ofin any material respect of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
and (iiie) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, reorganization, recapitalization, liquidation or sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the any material assets of the Company or any of its Subsidiariessubsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of except for the Company or any of its Subsidiaries, (D) any material change Merger Transactions. The Shareholder agrees to deliver to Parent upon request a proxy substantially in the capitalization form attached hereto as Exhibit A, which proxy shall be irrevocable during the term of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration this Agreement to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement)fullest extent permitted under Ohio law.
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 3 contracts
Samples: Share Repurchase Agreement (International Technology Corp), Share Repurchase Agreement (International Technology Corp), Share Repurchase Agreement (Waste Management Inc /De/)
Agreement to Vote Shares. (a) At Until the Expiration Date, at the Qumu Shareholder Meeting and at every other shareholder meeting of Qumu called to consider the Stockholders of the CompanyQumu Voting Proposal, and at every postponement or adjournment or postponement thereof, and on every action or approval proposed to be approved by written consent of Qumu Shareholders with respect to any of the Stockholders of Companyfollowing, the Stockholder Shareholder shall vote all outstanding Shares and any outstanding New Shares (as defined in the Stockholder’s capacity as suchSection 4 hereof), to the extent not voted by (in the Person(s) appointed under the Proxy, shallcase of securities convertible into, or shall cause the holder exercisable or exchangeable for, shares of record on Qumu Common Stock) any applicable record date to, vote all such Shares that and New Shares are then-owned by such Stockholder and entitled to vote or act by written consentcapable of being voted:
(i) in favor of the adoption of the Merger Agreement, Agreement and in favor of each any proposal to adjourn or postpone any meeting of the other actions contemplated by shareholders of Qumu at which the adoption of the Merger Agreement is submitted for the consideration and any action required in furtherance thereofvote of the shareholders of Qumu to a later date if there are not proxies representing a sufficient number of shares of Qumu Common Stock to approve such matters on the date on which the meeting is held;
(ii) against approval of any proposal Acquisition Proposal made in opposition to, in competition with, or would result in a breach of, the Merger Agreement or the Merger or by any Person (other transactions contemplated than Synacor) and any Acquisition Transaction proposed by the Merger Agreementany Person (other than Synacor); and
(iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any mergeraction, consolidation, business combination, sale of assets, reorganization agreement or recapitalization of or transaction involving the Company Qumu or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action Qumu Subsidiaries that is intended tointended, or would reasonably be expected expected, to materially, impede, interfere with, delay, postpone, discourage or adversely affect or prevent the consummation of the Merger or any the other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In Prior to the event that a meeting of the Stockholders of the Company is heldExpiration Date, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder Shareholder shall not enter into any agreement or understanding with any Person person to vote or give instructions in any manner inconsistent with this Section 1.
(c) Notwithstanding anything to the contrary set forth herein, if Shareholder is a director or officer of Synacor, nothing in this Agreement shall prohibit or otherwise impair the right or ability of Shareholder to exercise his or her fiduciary duties in his or her capacity as a director or officer of Qumu, including by voting in his or her capacity as a director to effect a Qumu Board Recommendation Change, in each case, in accordance with the terms of this Section 3the Merger Agreement.
Appears in 3 contracts
Samples: Support Agreement (Qumu Corp), Support Agreement (Synacor, Inc.), Support Agreement
Agreement to Vote Shares. (a) At every meeting of the Stockholders shareholders of the CompanyCompany called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders shareholders of Company, the Stockholder Shareholder (in the StockholderShareholder’s capacity as such), to the extent not voted by the Person(s) appointed under the ProxyProxy (as defined below), shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consentthe Shares:
(i) in favor of the adoption of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof;
(ii) against approval of any proposal made in opposition to, or in competition with, or would result in a breach of, the Merger Agreement or consummation of the Merger or any other transactions contemplated by the Merger Agreement; and
(iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any subsidiary of its Subsidiariesthe Company with any party, (B) any sale, lease or transfer of all or substantially all any significant part of the assets of the Company or any subsidiary of its Subsidiariesthe Company, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any subsidiary of its Subsidiariesthe Company, (D) any material change in the capitalization of the Company or any subsidiary of its Subsidiariesthe Company, or the corporate structure of the Company or any subsidiary of its Subsidiariesthe Company, or (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended tointended, or would could reasonably be expected to materiallyto, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders shareholders of the Company is held, the Stockholder Shareholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder Shareholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
(d) Notwithstanding the foregoing, the Shareholder shall not be liable for any failure to take, or to cause any person to take, any of the actions that the Shareholder is required to take under (a) and (b) above, if any such action may be taken by the person(s) appointed by the Proxy.
Appears in 3 contracts
Samples: Voting Agreement (Stanton John W), Voting Agreement (Quantum Corp /De/), Voting Agreement (Advanced Digital Information Corp)
Agreement to Vote Shares. (a) At every meeting of the Stockholders shareholders of the CompanySCB called, and at every postponement, recess, adjournment or postponement continuation thereof, and on every action action, consent or approval by written consent of the Stockholders of Company, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act including by written consent:
) of the shareholders of SCB, Shareholder agrees to vote, or cause to be voted, or give consent with respect to, all of the Shares (ia) in favor of the adoption (i) approval of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof;
(ii) against approval of any proposal made in opposition to, in competition with, or would result in a breach of, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
, (ii) approval of the issuance of shares of SCB Common Stock in connection with the Merger, (iii) against any approval of the following actions SCB Bylaw Amendment, and (iv) any other than those actions matter that relate is required to be approved by the shareholders of SCB to facilitate the transactions contemplated by the Merger Agreement; (b) against (i) any proposal made in opposition to approval of the Merger Agreement, the Merger and any the other transactions contemplated by the Merger Agreement): , or in competition with the Merger or the transactions contemplated by the Merger Agreement, (Aii) any mergeraction, consolidationproposal, business combination, sale of assets, reorganization transaction or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would agreement which could reasonably be expected to materiallyresult in a breach of any covenant, representation or warranty or other obligation or agreement of SCB under the Merger Agreement or Shareholder under this Agreement, (iii) any Acquisition Proposal, and (iv) any proposal, transaction, agreement, amendment of the SCB Articles or SCB Bylaws or other action, in each case which could reasonably be expected to prevent, impede, interfere with, delay, postpone, discourage discourage, frustrate the purposes of or adversely affect the consummation of the Merger or any the other transactions contemplated by the Merger Agreement or the fulfillment of the conditions under the Merger Agreement. The Stockholder shall retain ; and (c) as reasonably directed by SCB with respect to any postponement, recess, adjournment, continuation or other procedural matter at all times any meeting of the right shareholders of SCB relating to vote its Shares in its sole discretion and without any other limitation on those of the matters other than those set forth in the foregoing clauses (i), (iia) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b). Any such vote shall be cast (or consent shall be given) In the event by Shareholder in accordance with such procedures relating thereto so as to ensure that a meeting of the Stockholders of the Company it is heldduly counted, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat including for purposes of establishing determining that a quorumquorum is present and for purposes of recording the results of such vote (or consent).
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 3 contracts
Samples: Merger Agreement (California BanCorp), Merger Agreement (Southern California Bancorp \ CA), Merger Agreement (Southern California Bancorp \ CA)
Agreement to Vote Shares. (a) At every any meeting of the Stockholders shareholders of Parent or at any adjournment thereof or in any other circumstances upon which Securityholder’s vote, consent or other approval is sought, Securityholder shall vote (or cause to be voted), as applicable, all of the Company, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders of Company, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares Subject Securities that are then-owned by such Stockholder and then entitled to vote or act by written consent:
be voted: (i) in favor of of: (1) the adoption of the Merger AgreementParent Shareholder Approval, and in favor (2) any proposal to adjourn or postpone such meeting of each shareholders of Parent to a later date if there are not sufficient votes to approve the other actions contemplated by resolutions relating to the Merger Agreement Parent Shareholder Approval; and any action required in furtherance thereof;
(ii) against approval of (1) any proposal made in opposition to, in competition withParent Acquisition Proposal, or would any of the transactions contemplated thereby, (2) any action, proposal, transaction, or agreement which could reasonably be expected to result in a breach ofof any covenant, representation or warranty, or any other obligation or agreement of Parent under the Merger Agreement or the Merger or any other transactions contemplated by the Merger of Securityholder under this Agreement; and
, and (iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A3) any mergeraction, consolidationproposal, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiariestransaction, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action agreement that is intended to, or would could reasonably be expected to materially, impede, interfere with, delay, postponediscourage, discourage adversely affect, or adversely affect inhibit the timely consummation of the Transactions or the fulfillment of Parent or Merger Sub’s conditions under the Merger Agreement or change in any other transactions manner the voting rights of any class of shares of Parent (including any amendments to the Parent Organizational Documents, save as contemplated by the Merger AgreementParent Shareholder Approval). The Stockholder Securityholder agrees that the Subject Securities that are entitled to be voted shall retain at all times the right be voted (or caused to vote its Shares in its sole discretion and without any other limitation on those matters other than those be voted) as set forth in clauses (i)the preceding sentence whether or not such Securityholder’s vote, (ii) consent or other approval is sought on only one or on any combination of the matters set forth in this Section 2 and (iii) that are at any time or from time to time presented for consideration to at multiple times during the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms term of this Section 3Agreement.
Appears in 3 contracts
Samples: Voting and Support Agreement (Chiasma, Inc), Voting and Support Agreement (Amryt Pharma PLC), Voting and Support Agreement (Amryt Pharma PLC)
Agreement to Vote Shares. (a) At every meeting of the Stockholders stockholders of the CompanyCompany called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders stockholders of Company, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consentthe Shares:
(i) in favor of the adoption of the Merger AgreementAgreement (as it may be amended from time to time), and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereofAgreement;
(ii) against approval of any proposal made in opposition to, or in competition with, or would result in a breach ofconsummation of the Offer, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
(iii) against any of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, or reorganization or recapitalization of or involving the Company or any subsidiary of its Subsidiariesthe Company, (B) any sale, lease or transfer of all or substantially all any significant part of the assets of the Company or any subsidiary of its Subsidiariesthe Company, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any subsidiary of its Subsidiariesthe Company, (D) any material change in the capitalization of the Company or any subsidiary of its Subsidiariesthe Company, or the corporate structure of the Company or any subsidiary of its Subsidiariesthe Company, or (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended tointended, or would could reasonably be expected to materiallyto, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 3 contracts
Samples: Tender and Voting Agreement (Mercury Interactive Corp), Tender and Voting Agreement (Spectralink Corp), Tender and Voting Agreement (Polycom Inc)
Agreement to Vote Shares. In addition to and notwithstanding the ------------------------ provisions of Section 1.2 of the Standstill Agreement, the Shareholder agrees that during the term of this Agreement it consents to and approves the voting of the Shareholder Shares and any New Shares (as defined in Section 4.2), (a) At in favor of adoption of the Merger Agreement and in favor of consummation of the Merger Transactions at every meeting of the Stockholders shareholders of the Company at which such matters are considered and at every adjournment thereof or in connection with any written consent of the shareholders of the Company, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders of Company, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
(ib) in favor of the adoption election to the Company's Board of Directors of such number of Parent Representatives as Parent is permitted to cause to be elected to the Company's Board of Directors pursuant to Section 1.4 of the Merger Agreement, and in favor of each (c) against any action or agreement that would compete with, impede, interfere with or attempt to discourage the Merger Transactions, or inhibit the timely consummation of the other actions contemplated by the Merger Agreement and Transactions, (d) against any action required in furtherance thereof;
(ii) against approval of any proposal made in opposition to, in competition with, or agreement that would result in a breach ofin any material respect of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
and (iiie) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, reorganization, recapitalization, liquidation or sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the any material assets of the Company or any of its Subsidiariessubsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of except for the Company or any of its Subsidiaries, (D) any material change Merger Transactions. The Shareholder agrees to deliver to Parent upon request a proxy substantially in the capitalization form attached hereto as Exhibit A, which proxy shall be irrevocable during the term of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration this Agreement to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement)fullest extent permitted under Ohio law.
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 3 contracts
Samples: Share Repurchase Agreement (International Technology Corp), Share Repurchase Agreement (Ohm Corp), Share Repurchase Agreement (Ohm Corp)
Agreement to Vote Shares. Each of the Shareholders agrees that ------------------------ during the term of this Agreement it will vote such Shareholder's Shares and any New Shares (as defined in Section 6 hereof), and will cause any holder of record of such Shares or New Shares to vote such Shareholder's Shares and New Shares: (a) At in favor of adoption of the Merger Agreement and in favor of consummation of the Merger Transactions at every meeting of the Stockholders shareholders of the Company at which such matters are considered and at every adjournment thereof and in connection with any written consent of the shareholders of the Company, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders of Company, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
(ib) in favor of the adoption election to the Company's Board of Directors of such number of Parent Representatives as Parent is permitted to cause to be elected to the Company's Board of Directors pursuant to Section 1.4 of the Merger Agreement, and in favor of each (c) against any action or agreement that would compete with, impede, interfere with or attempt to discourage the Merger Transactions, or inhibit the timely consummation of the other actions contemplated by the Merger Agreement and Transactions, (d) against any action required in furtherance thereof;
(ii) against approval of any proposal made in opposition to, in competition with, or agreement that would result in a breach ofin any material respect of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
and (iiie) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, reorganization, recapitalization, liquidation or sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the any material assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action subsidiaries that is intended to, or would reasonably be expected to materiallycould compete with, impede, interfere with, delay, postpone, with or attempt to discourage or adversely affect the Merger Transactions or any other transactions contemplated by inhibit the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms timely consummation of the Merger Agreement).
(b) In Transactions. Each Shareholder agrees to deliver to Parent upon request a proxy substantially in the event that a meeting of form attached hereto as Exhibit B, which proxy shall be irrevocable during the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms term of this Section 3Agreement to the fullest extent permitted under Delaware law.
Appears in 3 contracts
Samples: Company Voting Agreement (International Technology Corp), Company Voting Agreement (Ohm Corp), Company Voting Agreement (Ohm Corp)
Agreement to Vote Shares. (a) At The Shareholder hereby agrees that, at all times during the period commencing with the execution and delivery of this Agreement until the Expiration Date, at every meeting of the Stockholders shareholders of the CompanyCompany called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of shareholders of the Stockholders Company with respect to any of Companythe following, the Stockholder (in the Stockholder’s capacity as such)Shareholder shall vote, to the extent not voted by the Person(sperson(s) appointed under the ProxyProxy (as defined in Section 4 hereof), shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consentShares:
(ia) in favor of the adoption and approval of the Merger AgreementAgreement and the approval of the Merger, and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof;
(iib) against approval of any proposal made in opposition to, or in competition with, or would result in a breach of, consummation of the Merger Agreement or and the Merger or any other transactions contemplated by the Merger Agreement; and;
(iiic) against any of the following actions (other than those actions that relate to the Merger and any the other transactions contemplated by the Merger Agreement): (Ai) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any subsidiary of its Subsidiariesthe Company with any person, (Bii) any sale, lease or transfer of all or substantially all any significant part of the assets of the Company or any subsidiary of its Subsidiariesthe Company, (Ciii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any subsidiary of its Subsidiariesthe Company, (Div) any material change in the capitalization of the Company or any subsidiary of its Subsidiariesthe Company, or the corporate structure of the Company or any subsidiary of its Subsidiariesthe Company, (E) any Acquisition Proposal or Acquisition Transaction or (Fv) any other action that is intended tointended, or would could reasonably be expected to materiallyto, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).; and
(bd) In the event in favor of waiving any notice that a meeting of the Stockholders may have been or may be required relating to any reorganization of the Company is heldor any subsidiary of the Company, any reclassification or recapitalization of the capital stock of the Company or any subsidiary of the Company, or any sale of assets, change of control, or acquisition of the Company or any subsidiary of the Company by any other person, or any consolidation or merger of the Company or any subsidiary of the Company with or into any other person. Prior to the Expiration Date, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder Shareholder shall not enter into any agreement or understanding with any Person person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 3 contracts
Samples: Shareholder Agreement (August Technology Corp), Shareholder Agreement (Nanometrics Inc), Shareholder Agreement (Nanometrics Inc)
Agreement to Vote Shares. (a) At Until the Expiration Time, at every meeting of the Stockholders stockholders of the CompanyCompany called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of stockholders of the Stockholders Company with respect to any of Companythe following, the Stockholder (in the Stockholder’s capacity as such)shall vote, to the extent not voted by the Person(sperson(s) appointed under the ProxyProxy (as defined in Section 3), shall, or shall cause the holder of record on outstanding Shares and any applicable record date to, vote all outstanding New Shares that are then-owned by (to the extent any such Stockholder and entitled to vote or act by written consent:New Shares may be voted):
(i) in favor of the approval and adoption of the Merger Agreement, Agreement and in favor of each of the other actions contemplated by the Merger Agreement and the Proxy and any action required in furtherance thereof;
(ii) against approval of any proposal made in opposition to, or in competition with, or would result in a breach of, consummation of the Merger Agreement or and the Merger or any other transactions contemplated by the Merger Agreement; and;
(iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any subsidiary of its Subsidiariesthe Company with any party, (B) any sale, lease lease, license or transfer of all or substantially all any significant part of the assets of the Company or any subsidiary of its Subsidiariesthe Company, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any subsidiary of its Subsidiariesthe Company, (D) any material change in the capitalization of the Company or any subsidiary of its Subsidiariesthe Company, or the corporate structure of the Company or any subsidiary of its Subsidiariesthe Company, or (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended tointended, or would could reasonably be expected to materiallyto, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).; and
(biv) In the event in favor of waiving any notice that a meeting of the Stockholders may have been or may be required relating to any reorganization of the Company is heldor any subsidiary of the Company, any reclassification or recapitalization of the Stockholder shallcapital stock of the Company or any subsidiary of the Company, any sale of assets, change of control or acquisition of the Company or any subsidiary of the Company by any other person, or shall cause any consolidation or merger of the holder Company or any subsidiary of record on the Company with or into any applicable record date toother person. Prior to the Expiration Time, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person person to vote or give instructions in any manner inconsistent with the terms of this Section 32.
Appears in 3 contracts
Samples: Voting Agreement (McHale John F), Voting Agreement (Tippingpoint Technologies Inc), Voting Agreement (3com Corp)
Agreement to Vote Shares. (a) At every meeting of the Stockholders of the CompanyCompany Shareholders called, including an extraordinary general meeting, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders of CompanyCompany Shareholders, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or Shareholder shall cause the holder of record on any applicable record date to, vote all Common Shares that are then-owned by such Stockholder and entitled to vote or act by written consentbe voted:
(ia) in favor of appointment of the new members of the Company Boards in accordance with the designation of the Buyer as set forth in the Offer Agreement;
(b) in favor of resolution upon the amendment of the Articles of Association of the Company as attached as an exhibit to the Offer Agreement;
(c) in favor of the adoption of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement Post-Closing Reorganization and any action required in furtherance thereof; PROVIDED, HOWEVER, that such action is in accordance with all applicable laws;
(ii) against approval of any proposal made in opposition to, in competition with, or would result in a breach of, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
(iiid) against any of the following actions (other than those actions that relate to the Merger Offer and any other the transactions contemplated by the Merger Offer Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any subsidiary of its Subsidiariesthe Company with any party, (B) any sale, lease or transfer of all or substantially all any significant part of the assets of the Company or any subsidiary of its Subsidiariesthe Company, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any Subsidiary of its Subsidiariesthe Company, (D) any material change in the capitalization of the Company or any Subsidiary of its Subsidiariesthe Company, or the corporate structure of the Company or any Subsidiary of its Subsidiariesthe Company, or (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended tointended, or would could reasonably be expected to materiallyto, impede, interfere with, delay, postpone, discourage or adversely affect the Merger Offer or any of the other transactions contemplated by the Merger Offer Agreement. The Stockholder shall retain at all times , including the right to vote its Shares Post-Closing Reorganization; and
(e) in its sole discretion and without favor of waiving any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) notice that are at any time may have been or from time to time presented for consideration may be required relating to the Company’s stockholders generally. For Offer or any of the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended other transactions contemplated by the Company’s Board of Directors (provided such recommendation is not in violation of Offer Agreement, including the terms of the Merger Agreement)Post-Closing Reorganization.
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 3 contracts
Samples: Voting Agreement (Hewlett Packard Co), Voting Agreement (Hewlett Packard Co), Voting Agreement (Hewlett Packard Co)
Agreement to Vote Shares. (a) At every Unless otherwise directed in writing by Parent, from the date hereof until the Expiration Date, at any meeting of the Company Stockholders of the Companycalled, and at every any adjournment or postponement thereof, and on every any action or approval by written consent of the Stockholders of CompanyCompany Stockholders, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(sa stockholder) appointed under the Proxy, shall, or shall cause the holder of record of such Shares on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consentthe Shares:
(i) in favor of the adoption of the Merger AgreementAgreement (as it may be amended from time to time) in accordance with Delaware Law, and in favor of each of the other actions transactions contemplated by the Merger Agreement and any action required in furtherance thereofAgreement;
(ii) against approval of any proposal made in opposition to, or in competition with, or would result in a breach ofconsummation of the Offer, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and;
(iii) against any of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, or reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all any significant part of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, or (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended tointended, or would could reasonably be expected to materiallyto, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any other transactions transaction contemplated by the Merger Agreement. The Stockholder shall retain at all times ; and
(iv) against any action that would reasonably be expected to result in the right to vote its Shares in its sole discretion and without failure of any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation conditions of the terms of the Merger Agreement)Offer to be satisfied.
(b) In From the date hereof until the Expiration Date, in the event that a meeting of the Company Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record of any Shares on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The From the date hereof until the Expiration Date, Stockholder shall not enter into any agreement or understanding Contract with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
(d) STOCKHOLDER HEREBY IRREVOCABLY GRANTS TO AND APPOINTS XXXX X. XXXXX AND XXXXXX X. XXXXXXXX, IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF PARENT, AND ANY INDIVIDUAL WHO SHALL HEREAFTER SUCCEED TO ANY SUCH OFFICE OF PARENT, AND EACH OF THEM INDIVIDUALLY, SUCH STOCKHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION), FOR AND IN THE NAME, PLACE AND STEAD OF SUCH STOCKHOLDER, TO REPRESENT, VOTE AND OTHERWISE ACT (BY VOTING AT ANY MEETING OF STOCKHOLDERS OF THE COMPANY, BY WRITTEN CONSENT IN LIEU THEREOF OR OTHERWISE) WITH RESPECT TO THE SHARES OWNED OR HELD BY SUCH STOCKHOLDER REGARDING THE MATTERS REFERRED TO IN SECTION 3(a) HEREOF UNTIL THE TERMINATION OF THIS AGREEMENT, TO THE SAME EXTENT AND WITH THE SAME EFFECT AS SUCH STOCKHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONS. THE PROXY GRANTED PURSUANT TO THIS SECTION 3(d) IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE. EACH STOCKHOLDER WILL TAKE SUCH FURTHER ACTION AND WILL EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. STOCKHOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED WITH RESPECT TO ANY OF THE SHARES THAT MAY HAVE HERETOFORE BEEN APPOINTED OR GRANTED WITH RESPECT TO THE MATTERS REFERRED TO IN SECTION 3(a) HEREOF, AND NO SUBSEQUENT PROXY (WHETHER REVOCABLE OR IRREVOCABLE) OR POWER OF ATTORNEY SHALL BE GIVEN BY SUCH STOCKHOLDER, EXCEPT AS REQUIRED BY ANY LETTER OF TRANSMITTAL IN CONNECTION WITH THE OFFER. THE PARTIES ACKNOWLEDGE AND AGREE THAT NEITHER PARENT, NOR ANY OF ITS SUCCESSORS, ASSIGNS, AFFILIATES, SUBSIDIARIES, EMPLOYEES, OFFICERS, DIRECTORS, STOCKHOLDERS, AGENTS OR OTHER REPRESENTATIVES, SHALL INCUR ANY LIABILITY TO STOCKHOLDER IN CONNECTION WITH OR AS A RESULT OF ANY EXERCISE OF THE PROXY GRANTED TO PARENT PURSUANT TO THIS SECTION 3(d), OTHER THAN FOR A BREACH OF THIS SECTION 3(d). NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL TERMINATE UPON TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.
Appears in 3 contracts
Samples: Tender and Voting Agreement (Nuance Communications, Inc.), Tender and Voting Agreement (Transcend Services Inc), Tender and Voting Agreement (Nuance Communications, Inc.)
Agreement to Vote Shares. (a) At Prior to the termination of this Agreement, at every meeting of the Stockholders stockholders of the CompanyCompany called, including the Company Stockholder Meeting, and at every adjournment adjournment, postponement or postponement continuation thereof, and on every action or approval by written consent of stockholders of the Stockholders of Company, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record of any Shares on any applicable record date to, vote all Shares that Stockholder is entitled to vote in favor of (i) the adoption of the Merger Agreement and (ii) any related matter that must be approved by the stockholders of the Company in order for the transactions contemplated by the Merger Agreement to be consummated.
(b) Stockholder agrees that prior to termination of this Agreement he will not (and will cause the holder of record on any applicable record date not to) vote any Shares in favor of, or consent to, and will (and will cause the holder of record on any applicable record date to) vote against and not consent to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
the approval of any (i) in favor of Company Acquisition Proposal (other than the adoption of the Merger AgreementMerger), and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof;
(ii) against approval reorganization, recapitalization, liquidation or winding-up of any proposal made in opposition to, in competition with, or would result in a breach of, the Merger Agreement or the Merger Company or any other extraordinary transaction involving the Company (other than the Merger), (iii) corporate action the consummation of which would materially frustrate the purposes, prevent or delay the consummation, of the transactions contemplated by the Merger Agreement; and
, (iiiiv) against any change in the board of directors of the following actions (other than those actions that relate to the Merger and any other transactions Company, except as contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization Agreement or recapitalization of or involving the Company or any of its Subsidiariesotherwise agreed to in writing by Parent, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (Dv) any material change in the present capitalization or dividend policy of the Company or any of its SubsidiariesCompany, or (vi) any material change in the Company’s corporate structure structure, the Company’s articles of incorporation, charter or bylaws or comparable organizational documents of the Company or any of its SubsidiariesCompany, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions except as contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting Agreement or otherwise cause the Shares agreed to be counted as present thereat for purposes of establishing a quorumin writing by Parent.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 3 contracts
Samples: Merger Agreement (Conmed Healthcare Management, Inc.), Voting Agreement (Conmed Healthcare Management, Inc.), Voting Agreement (Pappajohn John)
Agreement to Vote Shares. (a) At every Unless otherwise directed in writing by Parent, from the date hereof until the Expiration Date, at any meeting of the Stockholders of the CompanyFFE stockholders called, and at every any adjournment or postponement thereof, and on every any action or approval by written consent of the Stockholders of CompanyFFE stockholders, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(sa stockholder) appointed under the Proxy, shall, or shall cause the holder of record of such Shares on any applicable record date to, vote all the Shares that (to the extent such matters are then-owned by submitted to the vote of holders of such Shares and Stockholder and is entitled to vote or act by written consent:direct the voting of such Shares with respect to such matters):
(i) in favor of the adoption of the Merger AgreementAgreement (as it may be amended from time to time) in accordance with Texas law, and in favor of each of the other actions transactions contemplated by the Merger Agreement and any action required in furtherance thereofAgreement;
(ii) against approval of any proposal made in opposition to, or in competition with, or would result in a breach ofconsummation of the Offer, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; andor
(iii) against any of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, exchange of assets, or reorganization or recapitalization of or involving the Company FFE or any of its Subsidiariessubsidiaries, (B) any assignment, sale, lease exchange, lease, pledge, encumbrance, hypothecation, or other transfer of all or substantially all any material part of the assets of the Company FFE or any of its Subsidiariessubsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company FFE or any of its Subsidiariessubsidiaries or action that would result in the appointment of a receiver, custodian, or trustee for FFE or any of its subsidiaries, or (D) any material change in the capitalization of the Company FFE or any of its Subsidiariessubsidiaries, or the corporate structure of the Company FFE or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement)subsidiaries.
(b) In From the date hereof until the Expiration Date, in the event that a meeting of the Stockholders of the Company FFE stockholders is held, to the extent Stockholder is entitled to vote or direct the voting of such Shares at such meeting, Stockholder shall, or shall cause the holder of record of such Shares on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The From the date hereof until the Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 34.
(d) STOCKHOLDER HEREBY IRREVOCABLY GRANTS TO AND APPOINTS XXXXXX XXXXXX XXXX AND XXXXX XXXXXX XXXX, AND EACH OF THEM INDIVIDUALLY, SUCH STOCKHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION), FOR AND IN THE NAME, PLACE AND STEAD OF SUCH STOCKHOLDER, SOLELY DURING THE PERIOD BETWEEN THE DATE HEREOF AND THE EXPIRATION DATE, AND SOLELY TO THE EXTENT NECESSARY TO PERMIT SUCH INDIVIDUALS TO REPRESENT, VOTE AND OTHERWISE ACT (BY VOTING AT ANY MEETING OF STOCKHOLDERS OF THE COMPANY, BY WRITTEN CONSENT IN LIEU THEREOF OR OTHERWISE) WITH RESPECT TO THE SHARES OWNED OR HELD BY SUCH STOCKHOLDER WITH RESPECT TO THE MATTERS REFERRED TO IN SECTION 4(a) HEREOF AND IN ACCORDANCE WITH THE TERMS THEREOF, TO THE SAME EXTENT AND WITH THE SAME EFFECT AS SUCH STOCKHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONS. THE PROXY GRANTED PURSUANT TO THIS SECTION 4(d) IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE. STOCKHOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED WITH RESPECT TO ANY OF THE SHARES THAT MAY HAVE HERETOFORE BEEN APPOINTED OR GRANTED WITH RESPECT TO THE MATTERS REFERRED TO IN SECTION 4(a) HEREOF, AND NO SUBSEQUENT PROXY (WHETHER REVOCABLE OR IRREVOCABLE) OR POWER OF ATTORNEY SHALL BE GIVEN BY SUCH STOCKHOLDER WITH RESPECT TO ANY OF THE SHARES, EXCEPT AS REQUIRED BY ANY LETTER OF TRANSMITTAL IN CONNECTION WITH THE OFFER. NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL TERMINATE UPON TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.
Appears in 3 contracts
Samples: Tender and Voting Agreement (Frozen Food Express Industries Inc), Tender and Voting Agreement (Frozen Food Express Industries Inc), Tender and Voting Agreement (Frozen Food Express Industries Inc)
Agreement to Vote Shares. The Stockholder agrees that, prior to the Expiration Date (a) At every as defined in Section 2 below), at any meeting of the Stockholders stockholders of the Company, and at every Parent or any adjournment or postponement thereof, the Stockholder shall:
(a) appear at such meeting or otherwise cause the Shares and on every action any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; and
(b) from and after the date hereof until the Expiration Date, vote (or approval by written consent cause to be voted) all of the Stockholders of Company, the Shares and any New Shares (as such term is defined below) that Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and be entitled to so vote or act by written consent:
(the “Covered Shares”): (i) in favor of the adoption of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof;
(ii) against approval of any proposal made in opposition to, in competition with, or would result in a breach of, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
(iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale all of assets, reorganization or recapitalization of or involving the Company or any of its SubsidiariesParent Stockholder Proposals, (B) any salematter that could reasonably be expected to facilitate the Mergers, lease or transfer of all or substantially all of the assets of Concurrent PIPE Investment and the Company or any of its SubsidiariesTransactions, and (C) against any reorganizationAcquisition Proposals for the Parent, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiariesagreement, (D) any material change in the capitalization of the Company transaction or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action matter that is intended to, or would reasonably be expected to materially, impedeimpeded, interfere with, delay, postpone, discourage or materially and adversely affect the Merger consummation of the Mergers, the Concurrent PIPE Investment or the Transactions; and (ii) to approve any other transactions contemplated by proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the adoption of the Merger AgreementAgreement on the date on which such meeting is held. The Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing. For the avoidance of doubt, the Stockholder and its controlled Affiliates shall retain at all times the right to vote its vote, respectively, the Covered Shares held by it or them in its and their sole discretion and without any other limitation on those matters any matter other than those set forth in clauses (i), (ii) and (iii) this Section 1 that are is at any time or from time to time presented for consideration to the CompanyParent’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement)stockholders.
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 2 contracts
Samples: Merger Agreement (Reneo Pharmaceuticals, Inc.), Parent Support Agreement (Reneo Pharmaceuticals, Inc.)
Agreement to Vote Shares. (a) At every any meeting of the Stockholders stockholders of the Company, and Parent or at every any adjournment or postponement thereof, and on every in any action or approval by written consent or in any other circumstances upon which Securityholder’s vote, consent or other approval is sought, Securityholder shall vote (or cause to be voted), as applicable, all of the Stockholders of Company, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares Subject Securities that are then-owned by such Stockholder and then entitled to vote or act by written consent:
be voted: (i) in favor of of: (1) the adoption of the Merger AgreementParent Stock Issuance, and in favor (2) any proposal to adjourn or postpone such meeting of each stockholders of Parent to a later date if there are not sufficient votes to approve the other actions contemplated by the Merger Agreement Parent Stock Issuance; and any action required in furtherance thereof;
(ii) against approval of (1) any proposal made in opposition to, in competition withParent Acquisition Proposal, or would any of the transactions contemplated thereby, (2) any action, proposal, transaction, or agreement which could reasonably be expected to result in a breach ofof any covenant, representation or warranty, or any other obligation or agreement of Parent under the Merger Agreement or the Merger or any other transactions contemplated by the Merger of Securityholder under this Agreement; and
, and (iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A3) any mergeraction, consolidationproposal, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiariestransaction, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action agreement that is intended to, or would could reasonably be expected to materially, impede, interfere with, delay, postponediscourage, discourage adversely affect, or adversely affect inhibit the timely consummation of the Transactions or the fulfillment of Parent or Merger Sub’s conditions under the Merger Agreement or change in any other transactions contemplated by manner the Merger Agreementvoting rights of any class of shares of Parent (including any amendments to the Parent Charter or Parent Bylaws). The Stockholder Securityholder agrees that the Subject Securities that are entitled to be voted shall retain at all times the right be voted (or caused to vote its Shares in its sole discretion and without any other limitation on those matters other than those be voted) as set forth in clauses (i)the preceding sentence whether or not such Securityholder’s vote, (ii) consent or other approval is sought on only one or on any combination of the matters set forth in this Section 2 and (iii) that are at any time or from time to time presented for consideration to at multiple times during the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms term of this Section 3Agreement.
Appears in 2 contracts
Samples: Voting and Support Agreement (Neos Therapeutics, Inc.), Voting and Support Agreement (Aytu Bioscience, Inc)
Agreement to Vote Shares. During the period commencing on the date hereof and continuing until the first to occur of (ai) At the Effective Time and (ii) the termination of the Merger Agreement, at every meeting of the Stockholders stockholders of the Company, Company however called and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders stockholders of Companythe Company with respect to any of the following, the Stockholder each Holder, severally and not jointly, agrees that it shall vote (in the Stockholder’s capacity as suchor caused to be voted), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date execute a written consent with respect to, vote as appropriate, all Shares that are then-owned by such Stockholder and entitled of the Subject Securities as to which it has power to vote in any such vote or act by written consent:
: (i) in favor of the Merger, the adoption of and execution and delivery by the Company of the Merger Agreement, Agreement and in favor the approval of the terms thereof and each of the other actions transactions contemplated by the Merger Agreement and any action required in furtherance thereof;
(ii) against approval of any proposal made in opposition to, in competition with, or would result in a breach of, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
(iii) against any of the following actions (other than those actions that relate to the Merger and any other the transactions contemplated by the Merger Agreement): (A1) any merger, consolidation, business combination, recapitalization, sale of substantial assets, reorganization sale or recapitalization acquisition of shares of capital stock (including, without limitation, by way of a tender offer) or similar transaction involving the Company or any of its Subsidiaries, subsidiaries; (B2)
(a) any sale, lease or transfer of all or substantially all amendment of the assets Company's certificate of incorporation or bylaws or any change in the majority of the Company or any Board of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up Directors of the Company or any of its Subsidiaries, Company; (Db) any material change in the present capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, Company; (E) any Acquisition Proposal or Acquisition Transaction or (Fc) any other action that material change in the Company's corporate structure or business; or (d) any other action, which, in the case of each of the matters referred to in clauses (a), (b) or (c) above, is intended tointended, or would could reasonably be expected expected, to materially, impede, interfere with, delay, postpone, discourage or materially adversely affect the consummation of the Merger or any other the transactions contemplated by the Merger Agreement or this Agreement. The Stockholder shall retain at all times the right to vote its Shares ; and (3) any action or agreement that would result in its sole discretion and without a breach in any respect of any covenant, representation or warranty or any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time obligation or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders agreement of the Company is held, under the Stockholder shall, Merger Agreement or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorumHolder under this Agreement.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 2 contracts
Samples: Voting and Disposition Agreement (Hanover Compressor Co /), Voting and Disposition Agreement (Oec Compression Corp)
Agreement to Vote Shares. 1.1. Each Holder agrees during the term of this Agreement to appear (ain person or by proxy) At every meeting of at the Stockholders of the Company, and at every Company Stockholder Meeting (including any adjournment or postponement thereof, ) and on every action or approval by written consent to cause all of the Stockholders such Holder’s Shares to be counted as present thereat for purposes of Company, the Stockholder (in the Stockholder’s capacity as such), calculating a quorum and to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all of such Holder’s Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
(ia) in favor of the adoption of the Merger AgreementAgreement and any other matter or action necessary or appropriate to, and or in favor of each furtherance of, the consummation of the other actions contemplated by Merger (including, for the avoidance of doubt, any proposal to adjourn the Company Stockholder Meeting to a later date if there are not sufficient votes for the adoption of the Merger Agreement on the date on which such meeting is held, and any action required proposal to approve, on an advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers in furtherance thereof;
connection with the Merger) and (iib) against approval of any proposal made in opposition to, in competition with, or would result in a breach ofinconsistent with, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
(iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
1.2. Each Holder agrees during the term of this Agreement not to (ba) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with with, or give instructions to, any Person to vote or give instructions cause to be voted any of such Holder’s Shares in any manner inconsistent with the terms of this Section 31, (b) grant any proxy, consent or power of attorney with respect to such Holder’s Shares in any manner inconsistent with the terms of this Section 1 or (c) take any other action that would prevent or impair such Holder’s ability to satisfy its obligations under this Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Vitamin Shoppe, Inc.), Voting Agreement (Vintage Capital Management LLC)
Agreement to Vote Shares. (a) Stockholder hereby agrees to appear, or cause the holder of record on any applicable record date to appear for the purpose of obtaining a quorum at any annual or special meeting of stockholders of the Company and at any adjournment thereof at which matters relating to the Merger, the Merger Agreement or any transaction contemplated thereby are considered. At every meeting of the Stockholders stockholders of the Company, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders stockholders of the Company, the Stockholder (in the Stockholder’s his or her capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shallshall vote, or shall cause the holder of record on any applicable record date toShares to be voted, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
(i) in favor of the approval and adoption of the Merger Agreement, Agreement and the approval of the Merger and in favor of each of the other actions action contemplated by the Merger Agreement and any action required in furtherance hereof or thereof;.
(b) At every meeting of the stockholders of the Company, and at every adjournment thereof and on every action or approval by written consent of the stockholders of the Company, Stockholder shall vote, or cause the Shares to be voted, against (i) any Acquisition Proposal (in his capacity as such), (ii) against approval of any proposal made in opposition to, in competition with, or would result in a breach of, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
(iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries, (Diii) any material change in amendment of the capitalization Certificate of Incorporation or by-laws of the Company or other proposal or transaction involving the Company, which amendment or other proposal or transaction would in any of its Subsidiariesmanner impede, frustrate, prevent or the corporate structure nullify any material provision of the Company or any of its SubsidiariesMerger Agreement, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions transaction contemplated by the Merger Agreement. The Stockholder shall retain at all times Agreement or change in any manner the right to vote its Shares in its sole discretion and without voting rights of any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to class of the Company’s stockholders generally's capital stock. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into commit or agree to take any agreement or understanding with any Person to vote or give instructions in any manner action inconsistent with the terms of this Section 3foregoing.
Appears in 2 contracts
Samples: Company Voting Agreement (Netmoves Corp), Company Voting Agreement (Mail Com Inc)
Agreement to Vote Shares. Except as expressly permitted under Section 5.10 of the Merger Agreement, Shareholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares to vote (or execute a written consent or consents if shareholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of Shareholders of the Company):
(a) At in favor of the Merger, the Merger Agreement and any other matter necessary for the consummation of the transactions contemplated by Merger Agreement, at every meeting (or in connection with any action by written consent) of the Stockholders shareholders of the CompanyCompany at which such matters are considered, and at every adjournment or postponement thereof, and on every action thereof or approval by written consent of the Stockholders of Company, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to other circumstances upon which their vote or act by written consent:
(i) in favor of the adoption of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof;
(ii) against approval of any proposal made in opposition to, in competition with, or would result in a breach of, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreementis sought; and
(iiib) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (Ai) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company Superior Proposal or any action which is a component of its Subsidiariesany Superior Proposal, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (Eii) any Acquisition Proposal or Acquisition Transaction or Proposal, (Fiii) any other action that is intended toaction, proposal, transaction or agreement which would reasonably be expected to materiallyresult in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder under this Agreement, (iv) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, postponediscourage, discourage or adversely affect or inhibit the timely consummation of the Merger or any other transactions contemplated by the fulfillment of the Company's conditions under the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) Agreement and (iiiv) that are at a change in any time or from time to time presented for consideration manner to the Company’s stockholders generally. For the avoidance voting rights of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal any class of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders shares of the Company is held, (including any amendments to the Stockholder shall, articles of incorporation or shall cause bylaws of the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorumCompany).
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 2 contracts
Samples: Merger Agreement (Trinity Capital Corp), Voting Agreement (Trinity Capital Corp)
Agreement to Vote Shares. (a) At Prior to the Expiration Date, at every meeting of the Stockholders stockholders of the CompanyCompany called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders stockholders of the Company, the Stockholder (in the Stockholder’s capacity as such)) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the Person(s) Persons appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date toas proxies pursuant to this Agreement, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
(i) in favor of the adoption (A) approval of the Merger AgreementProposed Transaction, and (B) in favor of each any other matter reasonably necessary to the consummation of the other actions transactions contemplated by the Merger Agreement and considered and voted upon by the stockholders of the Company and any action required adjournment or postponement recommended by the Company with respect to any stockholder meeting in furtherance thereof;
connection with the Proposed Transaction, (ii) against the approval or adoption of any Acquisition Proposal, any proposal made in opposition to, or in competition with, the Proposed Transaction, or any action that is intended, or that would result in a breach ofreasonably be expected, to prevent or materially delay or interfere with the Merger Agreement or and the Merger or any other transactions contemplated by the Merger Agreement; and
Agreement and (iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by extent unrelated to the Merger AgreementProposed Transaction): (A) any merger, consolidation, consolidation or business combination, sale of assets, reorganization or recapitalization of or combination involving the Company or any of its Subsidiaries, subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, subsidiaries; or (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended tointended, or would could reasonably be expected expected, to materially, otherwise impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation consummation of the terms of the Merger Agreement)Proposed Transaction.
(b) In If Stockholder is the event that a meeting beneficial owner, but not the record holder, of the Stockholders Shares, Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorumin accordance with Section 3(a).
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 2 contracts
Samples: Voting Agreement (Nurx Pharmaceuticals, Inc.), Voting Agreement (Quantrx Biomedical Corp)
Agreement to Vote Shares. (a) At Until the Expiration Date, at the comScore Stockholder Meeting and at every other stockholder meeting of comScore called to consider the Stockholders of the CompanycomScore Voting Proposal, and at every postponement or adjournment or postponement thereof, and on every action or approval by written consent of comScore Stockholders with respect to any of the Stockholders of Companyfollowing, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all outstanding Shares that are then-owned by such Stockholder and entitled to vote or act by written consentany outstanding New Shares:
(i) in favor of the adoption of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and any action required reasonably requested by Rentrak in furtherance thereofof the foregoing, including any proposal to adjourn or postpone any meeting of the stockholders of comScore at which the adoption of the Merger Agreement is submitted for the consideration and vote of the stockholders of comScore to a later date if there are not proxies representing a sufficient number of shares of comScore Common Stock to approve such matters on the date on which the meeting is held;
(ii) against approval any action or agreement that would reasonably be expected to result in (i) a breach of any proposal made covenant, representation or warranty or any other obligation or agreement of comScore contained in opposition to, in competition withthe Merger Agreement, or would result of any Stockholder contained in a breach ofthis Agreement, or (ii) any of the conditions set forth in Section 2.2 of the Merger Agreement not being satisfied on or before the Merger or any other transactions contemplated by the Merger Agreement; andInitial Termination Date;
(iii) against any of the following actions Acquisition Proposal made by any Person (other than those actions that relate to the Merger Rentrak) and any Acquisition Transaction proposed by any Person (other transactions contemplated by the Merger Agreement): than Rentrak); and
(Aiv) against any mergerother action, consolidation, business combination, sale of assets, reorganization agreement or recapitalization of or transaction involving the Company comScore or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action comScore Subsidiaries that is intended tointended, or would reasonably be expected expected, to materially, impede, interfere with, delay, postpone, discourage or adversely affect or prevent the consummation of the Merger or any the other material transactions contemplated by the Merger Agreement or this Agreement or the performance by comScore of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. The Stockholder shall retain at all times , including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving comScore or the right to vote its Shares in its sole discretion and without any other limitation on those matters comScore Subsidiaries (other than those set forth in clauses (ithe Merger), (iiy) and (iii) that are at a sale, lease or transfer of a material amount of assets of comScore or any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms comScore Subsidiaries or any reorganization, recapitalization or liquidation of comScore or any of its Subsidiaries or (z) any change in the Merger Agreement)present capitalization of comScore or any amendment or other change to its certificate of incorporation or bylaws.
(b) In Prior to the event that a meeting of the Stockholders of the Company is heldExpiration Date, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person person to vote or give instructions in any manner inconsistent with the terms of this Section 32.
Appears in 2 contracts
Samples: Support Agreement (WPP PLC), Support Agreement (Rentrak Corp)
Agreement to Vote Shares. (a) At every meeting of the Stockholders of the Company, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders of Company, the Stockholder (in the Stockholder’s capacity as such), Each Holder hereby agrees to the extent not voted by the Person(s) appointed under the Proxy, shallappear, or shall cause the holder of record on any applicable record date toto appear in person or by proxy for the purpose of obtaining a quorum at any annual or special meeting of stockholders of SM, vote all Shares that and at any adjournment thereof at which matters relating to the Merger, the Merger Agreement or any transaction contemplated thereby are then-owned by such Stockholder considered. At every meeting of the SM stockholders called with respect to any of the following, and entitled at any adjournment thereof, and with respect to vote every action or act approval by written consentconsent of SM stockholders solicited with respect to any of the following, each Holder shall vote the Shares and any New Shares:
(ia) in favor of the adoption of the Merger Agreement, Agreement and in favor of each approval of the other actions contemplated by the Merger Agreement and any proposal or action required in furtherance thereofwhich would, or could reasonably be expected to, facilitate the Merger;
(iib) against approval of any proposal made in opposition to or competition with consummation of the Merger and the Merger Agreement;
(c) against any merger, consolidation or other business combination of SM with, sale of assets or stock of SM to, in competition or reorganization or recapitalization involving SM with, or would result in a breach of, the Merger Agreement or the Merger or any party other transactions than CC as contemplated by the Merger Agreement;
(d) against any liquidation, or winding up of SM; and
(iiie) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization proposal or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiariesaction which would, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would could reasonably be expected to materiallyto, impede, interfere withfrustrate, delayprevent, postpone, prohibit or discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance each of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting through (e) collectively, an "Opposing Proposal"). Each Holder of the Stockholders of the Company is heldShares, the Stockholder shall, or shall cause as the holder of record on any applicable record date tovoting stock of SM, appear shall be present, in person or by proxy, at all meetings of stockholders of SM so that all Shares and New Shares are counted for the purposes of determining the presence of a quorum at such meeting or otherwise cause meetings. The provisions of this Stock Voting Agreement are intended to bind the Shares Holders only with respect to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder the specific matters set forth herein, and shall not enter into prohibit any agreement or understanding Holder from acting in accordance with any Person to vote fiduciary duties of such Holder as an officer or give instructions in any manner inconsistent with the terms director of this Section 3SM.
Appears in 2 contracts
Samples: Stock Voting Agreement (Choicetel Communications Inc /Mn/), Stock Voting Agreement (Choicetel Communications Inc /Mn/)
Agreement to Vote Shares. (a) At Prior to the Expiration Date, at every meeting of the Stockholders stockholders of the CompanyCompany called, and at every adjournment or postponement thereof, and and, in the event the Company determines to seek stockholder action or approval by written consents, on every such action or approval by written consent of the Stockholders stockholders of the Company, the Stockholder (solely in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consentthe Shares:
(i) in favor of the adoption Merger, the adoption, execution and delivery by the Company of the Merger AgreementAgreement and the approval of the terms thereof, and in favor of each of the other actions contemplated by the Merger Agreement and this Agreement and any action actions required in furtherance hereof or thereof;
(ii) against approval of any proposal made in opposition to, or in competition with, or would result in a breach of, the Merger Agreement or consummation of the Merger or any other transactions contemplated by the Merger Agreement; and
(iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any subsidiary of its Subsidiariesthe Company with any party, (B) any sale, lease or transfer of all or substantially all any significant part of the assets of the Company or any subsidiary of its Subsidiariesthe Company, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any subsidiary of its Subsidiariesthe Company, (D) any material change in the capitalization of the Company or any subsidiary of its Subsidiariesthe Company, or the corporate structure of the Company or any subsidiary of its Subsidiariesthe Company, or (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action or agreement that is intended tointended, or would could reasonably be expected to materiallyto, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement. .
(b) The Stockholder agrees that the Shares that are entitled to be voted shall retain at all times be voted (or cause to be voted) as set forth in Section 3(a) whether or not the right to vote its Shares in its sole discretion and without Stockholder’s vote, consent or other approval is sought on only one or any other limitation on those combination of the matters other than those set forth in clauses (i), (iii)-(iii) of Section 3(a) above and (iii) that are at any time or from time to time presented for consideration following the date of this Agreement but prior to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement)Expiration Date.
(bc) In the event that a meeting of the Stockholders stockholders of the Company is heldheld prior to the Expiration Date, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(cd) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 2 contracts
Samples: Support Agreement (Intellon Corp), Support Agreement (Atheros Communications Inc)
Agreement to Vote Shares. Prior to the Expiration Date, Stockholder hereby agrees to appear, or cause the holder of record of any Shares on any applicable record date (athe “Record Holder”) At every to appear, in person or by proxy, for the purpose of obtaining a quorum at any annual or special meeting of the Stockholders stockholders of the Company, Company and at every any adjournment or postponement thereof, thereof (a “Meeting”) and on every action or approval by written consent or resolution of the Stockholders stockholders of CompanyCompany for the purpose of voting on the Merger Agreement and the transactions contemplated thereby. Prior to the Expiration Date, at every Meeting or on any action or approval taken by written consent, Stockholder shall vote the Stockholder Shares (solely in the Stockholder’s capacity as such), to a stockholder of the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:Company):
(ia) in favor of the adoption of the Merger Agreement, Agreement and in favor of each approval of the other actions contemplated by the Merger Agreement and any action required in furtherance thereofMerger;
(iib) against approval of any proposal made in opposition to, in competition with, action or agreement that would result in a breach ofof any representation, warranty, covenant or obligation of the Merger Agreement or the Merger or any other transactions contemplated by Company in the Merger Agreement; and;
(iiic) against approval or adoption of any transaction involving (i) the sale or transfer of all or substantially all of the following actions (other than those actions that relate to capital stock of the Merger and any other transactions contemplated Company, whether by the Merger Agreement): (A) any merger, consolidation, consolidation or other business combination, (ii) a sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiariessubsidiaries, (Ciii) any a reorganization, recapitalization, dissolution, recapitalization or liquidation or winding up of the Company or any of its Subsidiariessubsidiaries, or (Div) any material change in amendment to the capitalization Company’s governing instruments creating any new class of securities of the Company or otherwise affecting the rights of any class of its Subsidiaries, or security as currently in effect; and
(d) against the corporate structure following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any Takeover Proposal; (ii) any change in a majority of the Company or any members of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction the board of directors of the Company; or (Fiii) any other action that which is intended to, or would could reasonably be expected to materiallyto, impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement or this Stockholder Voting Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 2 contracts
Samples: Stockholder Voting Agreement (Plumtree Software Inc), Stockholder Voting Agreement (Bea Systems Inc)
Agreement to Vote Shares. (a) At Prior to the Expiration Date, at every meeting of the Stockholders stockholders of the CompanyPublic Company called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders stockholders of Public Company, the each Stockholder (in the Stockholder’s capacity as such)) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the Person(s) persons appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date toas proxies pursuant to this Agreement, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
(i) in favor of the adoption issuance of shares of Public Company Common Stock in the Merger Agreement(the “Proposed Transaction”), and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof;
(ii) against the approval or adoption of any proposal made in opposition to, or in competition with, or would result in a breach ofthe Proposed Transaction, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
and (iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by extent unrelated to the Merger AgreementProposed Transaction): (A) any merger, consolidation, consolidation or business combination, sale of assets, reorganization or recapitalization of or combination involving the Public Company or any of its Subsidiaries, subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Public Company or any of its Subsidiaries, subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Public Company or any of its Subsidiaries, subsidiaries; or (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended tointended, or would could reasonably be expected expected, to materiallyresult in a breach of any covenant, representation or warranty or any other obligation or agreement of Public Company under the Merger Agreement or of Stockholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by consummation of the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses Proposed Transaction (i), each of (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreementa “Competing Transaction”).
(b) In If a Stockholder is the event that a meeting beneficial owner, but not the record holder, of the Stockholders Shares, such Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorumin accordance with Section 3(a).
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 2 contracts
Samples: Merger Agreement (Critical Therapeutics Inc), Merger Agreement (Cornerstone BioPharma Holdings, Inc.)
Agreement to Vote Shares. Until the Expiration Date (a) At as defined below), at every annual or special meeting of the Stockholders stockholders of the CompanyCompany called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of stockholders of the Stockholders Company with respect to any of Companythe following (each such annual, the special, adjourned or postponed meeting and written consent, each, a “Stockholder Vote”), each Stockholder shall vote (in the Stockholder’s capacity as suchor cause to be voted), to the extent not voted by the Person(sperson(s) appointed under the ProxyProxy (as defined in Section 2), shall, or shall cause the holder of record on any applicable record date to, vote all Subject Shares that are then-owned (and each class thereof) held by such Stockholder and entitled to vote or act by written consentStockholder:
(i) in favor of the adoption approval of the Merger Agreement, Asset Purchase Transaction and in favor of each of the any other actions contemplated by the Merger Agreement Proxy Statement and any action required in furtherance thereof;
(ii) against approval of any proposal made in opposition to, or in competition with, or would result in a breach of, consummation of the Merger Agreement or Asset Purchase Transaction and the Merger or any other transactions contemplated by the Merger Agreement; andProxy Statement;
(iii) against any of the following actions (other than those actions that relate to the Merger Asset Purchase Transaction and any other the transactions contemplated by the Merger AgreementProxy Statement): (A) any Acquisition Proposal or any merger agreement, merger, consolidation, business combination, sale of substantial assets, reorganization or recapitalization of or involving the Company or with any of its Subsidiariesparty, (B) any sale, lease or transfer of all or substantially all any substantial part of the assets of the Company or any of its Subsidiaries(other than in connection with the Asset Purchase Transaction), (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its SubsidiariesCompany, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company Company; or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger Asset Purchase Transaction or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times Proxy Statement;
(iv) in favor of waiving any notice that may have been or may be required relating to any sale of assets, any reorganization of the right to vote its Shares in its sole discretion and without Company, change of control or acquisition of the Company by any other limitation on those matters Person, or any consolidation or merger of the Company with or into any other than those set forth Person; and
(v) in clauses (i), (ii) and (iii) that are at favor of any time adjournment or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as postponement recommended by the Company’s Board of Directors (provided Company with respect to any stockholder meeting with respect to the Asset Purchase Transaction. Any such recommendation vote shall be cast in accordance with such procedures relating thereto so as to ensure that it is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be duly counted as present thereat for purposes of establishing determining that a quorum.
(c) The quorum is present and for purposes of recording the results of such vote. Each Stockholder shall agrees not to enter into any agreement or understanding commitment with any Person to vote or give instructions in any manner the effect of which would be inconsistent with or violative of the terms of provisions and agreements contained in this Section 31.
Appears in 2 contracts
Samples: Voting Agreement (WPT Enterprises Inc), Voting Agreement (WPT Enterprises Inc)
Agreement to Vote Shares. (a) At Prior to the Expiration Date, at every meeting of the Stockholders stockholders of the CompanyCompany called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders stockholders of the Company, the Stockholder (in the Stockholder’s capacity as such)) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the Person(s) persons appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date toas proxies pursuant to this Agreement, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
(i) in favor of the adoption of the Merger Agreement, Agreement and in favor of each the approval of the other actions transactions contemplated by thereby (collectively, the Merger Agreement and any action required in furtherance thereof;
“Proposed Transaction”), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, or would result in a breach ofthe Proposed Transaction, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
and (iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by extent unrelated to the Merger AgreementProposed Transaction): (A) any merger, consolidation, consolidation or business combination, sale of assets, reorganization or recapitalization of or combination involving the Company or any of its Subsidiaries, subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, subsidiaries; or (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected to materiallyresult in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by consummation of the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses Proposed Transaction (i), each of (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreementa “Competing Transaction”).
(b) In If Stockholder is the event that a meeting beneficial owner, but not the record holder, of the Stockholders Shares, Stockholder agrees to take all commercially reasonable actions necessary to cause the record holder and any nominees to vote all of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorumin accordance with Section 3(a).
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 2 contracts
Samples: Stockholder Voting Agreement (Sonus Networks Inc), Stockholder Voting Agreement (Performance Technologies Inc \De\)
Agreement to Vote Shares. Stockholder hereby covenants and agrees that during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 4 hereof, at any meeting (awhether annual or special and whether or not an adjourned or postponed meeting) At every meeting of the Stockholders stockholders of the Company, and at every adjournment or postponement thereofhowever called, and on every in any action or approval by written consent of the Stockholders stockholders of the Company, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
(i) in favor of the adoption of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof;
(ii) against approval of any proposal made in opposition to, in competition with, or would result in a breach of, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
(iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such the meeting or otherwise cause the any and all Shares to be counted as present thereat for purposes of establishing a quorum.
quorum and vote (cor cause to be voted) The any and all Shares: (i) in favor of the Company Stockholder shall Proposal (to the extent it relates solely to the approval of the Merger and the Merger Agreement); and (ii) against any of the following (or any agreement to enter into, effect, facilitate or support any of the following): (A) any Acquisition Proposal; (B) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company; or (C) any amendment of the Company’s Certificate of Incorporation or Bylaws or any other proposal or transaction involving the Company, the purpose of which amendment or other proposal or transaction is to delay, prevent or nullify the Merger or the transaction contemplated by the Merger Agreement or change in any manner the voting rights of any capital stock of the Company (collectively, “Frustrating Transactions”). Stockholder further agrees not to enter into any written or oral agreement or understanding with any Person to vote person or give instructions in any manner entity the effect of which would be inconsistent with or violative of any provision contained in this Section 1.2. Any vote by the terms Stockholder that is not in accordance with this Section 1.2 shall be considered null and void. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall be construed to limit or restrict any representative of Stockholder from acting in his or her capacity as a director of the Company or voting in Stockholder’s sole discretion on any matter other than those matters referred to in the first sentence of this Section 31.2.
Appears in 2 contracts
Samples: Voting Agreement (Merck & Co Inc), Voting Agreement (Ev3 Inc.)
Agreement to Vote Shares. (a) At Until the Expiration Date, at every meeting of the Stockholders stockholders of the CompanyCompany called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of stockholders of the Stockholders Company with respect to any of Companythe following, the Stockholder (in the Stockholder’s capacity as such)shall vote, to the extent not voted by the Person(sperson(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consentShares:
(ia) in favor of the adoption approval of the Merger and the adoption and approval of the Reorganization Agreement, and in favor of each of the other actions contemplated by the Merger Reorganization Agreement and the Proxy and any action required in furtherance thereof;
(iib) against approval of any proposal made in opposition to, or in competition with, or would result in a breach of, consummation of the Merger Agreement or and the Merger or any other transactions contemplated by the Merger Reorganization Agreement; and;
(iiic) against any of the following actions (other than those actions that relate to the Merger and any other the transactions contemplated by the Merger Reorganization Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any subsidiary of its Subsidiariesthe Company with any party, (B) any sale, lease or transfer of all or substantially all any significant part of the assets of the Company or any subsidiary of its Subsidiariesthe Company, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any subsidiary of its Subsidiariesthe Company, (D) any material change in the capitalization of the Company or any subsidiary of its Subsidiariesthe Company, or the corporate structure of the Company or any subsidiary of its Subsidiariesthe Company, or (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended tointended, or would could reasonably be expected to materiallyto, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Reorganization Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).; and
(bd) In the event in favor of waiving any notice that a meeting of the Stockholders may have been or may be required relating to any reorganization of the Company is heldor any subsidiary of the Company, any reclassification or recapitalization of the capital stock of the Company or any subsidiary of the Company, or any sale of assets, change of control, or acquisition of the Company or any subsidiary of the Company by any other person, or any consolidation or merger of the Company or any subsidiary of the Company with or into any other person. Prior to the Expiration Date, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 2 contracts
Samples: Company Stockholder Agreement (Sybase Inc), Company Stockholder Agreement (New Era of Networks Inc)
Agreement to Vote Shares. Until the Expiration Date (a) At defined below), at every annual or special meeting of the Stockholders stockholders of the CompanyCompany called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of stockholders of the Stockholders Company with respect to any of Companythe following (each such annual, the special, adjourned or postponed meeting and written consent, each, a “Stockholder (in the Stockholder’s capacity as suchVote”), Stockholder shall vote, to the extent not voted by the Person(sperson(s) appointed under the ProxyProxy (as defined in Section 2), shall, or shall cause all shares of capital stock of the holder Company as to which Stockholder holds beneficial ownership at the time of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:Vote (collectively, the “Shares”):
(i) in favor of the adoption of the Merger Agreement, Reorganization Agreement and in favor of each of the any other actions contemplated by the Merger Reorganization Agreement and any action required in furtherance thereof;
(ii) against approval of any proposal made in opposition to, or in competition with, or would result in a breach of, consummation of the Merger Agreement or and the Merger or any other transactions contemplated by the Merger Reorganization Agreement; and;
(iii) against any of the following actions (other than those actions that relate to the Merger and any other the transactions contemplated by the Merger Reorganization Agreement): (A) any mergerAcquisition Proposal (as defined in the Reorganization Agreement) or any other merger agreement, merger (other than the Reorganization Agreement and Merger), consolidation, business combination, sale of substantial assets, reorganization or recapitalization of or involving the Company or any subsidiary of its Subsidiariesthe Company with any party, (B) any sale, lease or transfer of all or substantially all any substantial part of the assets of the Company or any subsidiary of its Subsidiariesthe Company, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any subsidiary of its Subsidiariesthe Company, (D) any material change in the capitalization of the Company or any subsidiary of its Subsidiaries, the Company or the corporate structure of the Company or any subsidiary of its Subsidiaries, the Company; or (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Reorganization Agreement. The Stockholder shall retain at all times ;
(iv) in favor of waiving any notice that may have been or may be required relating to any reorganization of the right to vote its Shares in its sole discretion and without Company or any subsidiary of the Company, any reclassification or recapitalization of the capital stock of the Company or any subsidiary of the Company, any sale of assets, change of control or acquisition of the Company or any subsidiary of the Company by any other limitation on those matters person, or any consolidation or merger of the Company or any subsidiary of the Company with or into any other than those set forth person; and
(v) in clauses (i), (ii) and (iii) that are at favor of any time adjournment or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as postponement recommended by the Company’s Board of Directors (provided such recommendation is not in violation of Company with respect to any stockholder meeting with respect to the terms of Reorganization Agreement and the Merger Agreement)Merger.
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 2 contracts
Samples: Voting Agreement (Visual Sciences, Inc.), Voting Agreement (Omniture, Inc.)
Agreement to Vote Shares. (a) At Prior to the Expiration Date, at every meeting of the Stockholders stockholders of the CompanyMerger Partner called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders stockholders of CompanyMerger Partner, the Stockholder (in the Stockholder’s capacity as such)) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the Person(s) persons appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date toas proxies pursuant to this Agreement, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
(i) in favor of the adoption of the Merger Agreement, Agreement and in favor of each approval of the other actions transactions contemplated by thereby (collectively, the Merger Agreement and any action required in furtherance thereof;
“Proposed Transaction”), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, or would result in a breach ofthe Proposed Transaction, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
and (iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by extent unrelated to the Merger AgreementProposed Transaction): (A) any merger, consolidation, consolidation or business combination, sale of assets, reorganization or recapitalization of or combination involving the Company Merger Partner or any of its Subsidiaries, subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company Merger Partner or any of its Subsidiaries, subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company Merger Partner or any of its Subsidiaries, subsidiaries that is prohibited by the Merger Agreement; or (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended toa breach of any covenant, representation or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger warranty or any other transactions contemplated by obligation or agreement of Merger Partner under the Merger Agreement. The Agreement or of Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses under this Agreement (i), each of (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreementa “Competing Transaction”).
(b) In If Stockholder is the event that a meeting beneficial owner, but not the record holder, of the Stockholders Shares, Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorumin accordance with Section 3(a).
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 2 contracts
Samples: Stockholder Agreement (Nitromed Inc), Stockholder Agreement (Rho Capital Partners Inc)
Agreement to Vote Shares. (a) At every meeting of the Stockholders stockholders of the CompanyTrulia, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders stockholders of CompanyTrulia, the Stockholder (in the Stockholder’s capacity as such)) agrees to, unconditionally and irrevocably, to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall to cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
(i) in favor of the adoption of the Merger Agreement, and in favor of each any other matters presented or proposed as to approval of the Mergers or any part or aspect thereof or any other actions transactions contemplated by the Merger Agreement and any action required in furtherance thereofAgreement;
(ii) against approval of any proposal made in opposition to, in competition with, or would result in a breach ofinconsistent with, the Merger Agreement or the Merger Mergers or any other transactions contemplated by the Merger Agreement; and;
(iii) against any of the following actions (other than those actions that relate to the Merger Mergers and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company Trulia or any of its Trulia Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company Trulia or any of its Trulia Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company Trulia or any of its Trulia Subsidiaries, (D) any material change in the capitalization of the Company Trulia or any of its Trulia Subsidiaries, or the corporate structure of the Company Trulia or any of its Trulia Subsidiaries, (E) any Acquisition Competing Transaction Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger Mergers or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right ;
(iv) against any action, proposal, transaction or agreement that would reasonably be expected to vote its Shares result in its sole discretion and without a breach in any respect of any covenant, representation or warranty or any other limitation on those matters other than those set forth obligation or agreement of Trulia contained in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement), or of the Stockholder contained in this Agreement; and
(v) in favor of any other matter necessary or appropriate to the consummation of the transactions contemplated by the Merger Agreement, including the Mergers.
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 2 contracts
Samples: Voting Agreement (Zillow Inc), Voting Agreement (Trulia, Inc.)
Agreement to Vote Shares. Each Stockholder agrees that, prior to the Expiration Date (a) At every as defined in Section 2 below), at any meeting of the Stockholders stockholders of the Company, and at every Terrain or any adjournment or postponement thereof, and on every action or approval by in connection with any written consent of the Stockholders stockholders of CompanyTerrain, with respect to the Merger, the Merger Agreement or any Acquisition Proposal, such Stockholder shall:
(a) appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum;
(b) from and after the Stockholder’s capacity as suchdate hereof until the Expiration Date, vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering all of the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on Shares and any applicable record date to, vote all New Shares that are then-owned by such Stockholder and shall be entitled to vote or act by written consent:
so vote: (i) in favor of the adoption of Terrain Stockholder Matters and the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof;
Equity Plan Proposals; (ii) against approval of any proposal made in opposition to, in competition withAcquisition Proposal, or would result in a breach ofany agreement, the Merger Agreement transaction, matter or the Merger or any other transactions contemplated by the Merger Agreement; and
(iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected to materiallyto, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger and any of the other Contemplated Transactions; (iii) against any action or agreement that would result in a breach of any other transactions contemplated by representation, warranty, covenant or obligation of Terrain in the Merger Agreement. The Stockholder shall retain at all times ; (iv) against each of the right to vote its Shares in its sole discretion and without any other limitation on those matters following actions (other than those set forth in clauses the Merger and the other Contemplated Transactions): (i)A) any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange or other business combination involving Terrain, (iiB) any sale, lease, sublease, license, sublicense or transfer of a material portion of the assets of Terrain that would reasonably be expected to impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger and any of the other Contemplated Transactions, (iiiC) that are at any time reorganization, recapitalization, dissolution or from time to time presented for consideration liquidation of any Acquired Company, (D) any amendment to the Company’s stockholders generally. For Organizational Documents, which amendment would reasonably be expected to impede, interfere with, delay, postpone, discourage or materially and adversely affect the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms consummation of the Merger Agreement).
(b) In the event that a meeting and any of the Stockholders other Contemplated Transactions, and (E) any material change in the capitalization of Terrain or Terrain’s corporate structure; (v) in favor of an amendment of Xxxxxxx’s Organizational Documents to adopt an exculpation provision for Xxxxxxx’s officers; and (vi) to approve any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the approval of the Company is held, the Terrain Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Matters. Stockholder shall not enter into take or commit or agree to take any agreement or understanding with any Person to vote or give instructions in any manner action inconsistent with the terms of this Section 3foregoing.
Appears in 2 contracts
Samples: Merger Agreement (Talaris Therapeutics, Inc.), Support Agreement (Talaris Therapeutics, Inc.)
Agreement to Vote Shares. (a) At From the date hereof until the earlier of (x) the receipt of Keryx Shareholder Approval and (y) the Expiration Date, at every meeting of the Stockholders stockholders of the CompanyKeryx, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders stockholders of CompanyKeryx, the Stockholder (in the Stockholder’s capacity as such)) agrees to, to the extent not voted by the Person(s) appointed under the Proxyunconditionally and irrevocably, shallvote, or shall to cause the holder of record on any applicable record date toto vote, vote all Shares that are then-owned by such the Stockholder and entitled to vote or act by written consent:
(i) in favor of the adoption of the Merger Agreement, and in favor of each any other matters presented or proposed as to approval of the Merger or any part or aspect thereof or any other actions transactions contemplated by the Merger Agreement and any action required in furtherance thereofAgreement;
(ii) against approval of any proposal made in opposition to, in competition with, or would result in a breach ofinconsistent with, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and;
(iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company Keryx or any of its Keryx Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company Keryx or any of its Keryx Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company Keryx or any of its Keryx Subsidiaries, (D) any material change in the capitalization of the Company Keryx or any of its Keryx Subsidiaries, or the corporate structure of the Company Keryx or any of its Keryx Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement;
(iv) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Akebia contained in the Merger Agreement, or of the Stockholder contained in this Agreement; and
(v) in favor of any other matter necessary or appropriate to the consummation of the transactions contemplated by the Merger Agreement, including the Merger. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those any matters other than those set forth in clauses (i) through (v), (ii) and (iii) above, that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 2 contracts
Samples: Voting Agreement (Keryx Biopharmaceuticals Inc), Voting Agreement (Akebia Therapeutics, Inc.)
Agreement to Vote Shares. (a) At From the date hereof until the Expiration Date, at every meeting of the Stockholders stockholders of the Company, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders stockholders of the Company, the Stockholder (in the Stockholder’s capacity as such)) agrees to (x) appear at each such meeting or otherwise cause all such Shares to be counted as present thereat for purpose of determining a quorum, to the extent not voted and (y) be present (in person or by the Person(sproxy) appointed under the Proxyand, shallunconditionally and irrevocably, vote, or shall cause to direct the holder of record on any applicable record date toto vote, vote all Shares that are then-owned by such the Stockholder and entitled to vote vote, or act by written consent:
(i) in favor of the adoption of the Merger Agreement, and in favor of each any other matters presented or proposed as to approval of the Offer, the Merger or any part or aspect thereof or any other actions transactions contemplated by the Merger Agreement and any action required in furtherance thereofAgreement;
(ii) against approval of any proposal made in opposition to, in competition with, or would result in a breach ofinconsistent with, the Merger Agreement Agreement, the Offer or the Merger or any other transactions contemplated by the Merger Agreement; and;
(iii) against any of the following actions (other than those actions that relate to the Offer, the Merger and or any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiariessubsidiaries, (B) any sale, lease or transfer of all or substantially all a material amount of the assets of the Company or any of its Subsidiariessubsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiariessubsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiariessubsidiaries, or the corporate structure of the Company or any of its Subsidiariessubsidiaries or other change in the Company’s organizational documents, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any other transactions contemplated by the Merger Agreement;
(iv) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of the Stockholder contained in this Agreement; and
(v) in favor of any other matter necessary or appropriate to the consummation of the transactions contemplated by the Merger Agreement, including the Offer or the Merger. The Until the Stockholder’s Shares are accepted for purchase in the Offer, the Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those any matters other than those set forth in clauses (i) through (v), (ii) and (iii) above, that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 34.
Appears in 2 contracts
Samples: Tender and Support Agreement (Translate Bio, Inc.), Tender and Support Agreement (Translate Bio, Inc.)
Agreement to Vote Shares. Except as expressly permitted under Section 5.10 of the Merger Agreement, Shareholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares to vote (or execute a written consent or consents if shareholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of Shareholders of the Company):
(a) At in favor of the Merger, the Merger Agreement and any other matter necessary for the consummation of the transactions contemplated by Merger Agreement, at every meeting (or in connection with any action by written consent) of the Stockholders shareholders of the CompanyCompany at which such matters are considered, and at every adjournment or postponement thereof, and on every action thereof or approval by written consent of the Stockholders of Company, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to other circumstances upon which their vote or act by written consent:
(i) in favor of the adoption of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof;
(ii) against approval of any proposal made in opposition to, in competition with, or would result in a breach of, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreementis sought; and
(iiib) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (Ai) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company Superior Proposal or any action which is a component of its Subsidiariesany Superior Proposal, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (Eii) any Acquisition Proposal or Acquisition Transaction or Proposal, (Fiii) any other action that is intended toaction, proposal, transaction or agreement which would reasonably be expected to materiallyresult in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder under this Agreement, (iv) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, postponediscourage, discourage or adversely affect or inhibit the timely consummation of the Merger or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to fulfillment of the Company’s stockholders generally. For conditions under the avoidance of doubt, clauses (i), (ii) Merger Agreement and (iiiv) shall not apply a change in any manner to votes, if any, solely on the election or removal voting rights of directors as recommended by the Company’s Board any class of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders shares of the Company is held, (including any amendments to the Stockholder shall, articles of incorporation or shall cause bylaws of the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorumCompany).
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 2 contracts
Samples: Merger Agreement (Enterprise Financial Services Corp), Voting Agreement (Castle Creek Capital Partners VI, LP)
Agreement to Vote Shares. (a) At From the date hereof until the earlier of (x) the receipt of Akebia Shareholder Approval and (y) the Expiration Date, at every meeting of the Stockholders stockholders of the CompanyAkebia, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders stockholders of CompanyAkebia, the Stockholder (in the Stockholder’s capacity as such)) agrees to, to the extent not voted by the Person(s) appointed under the Proxyunconditionally and irrevocably, shallvote, or shall to cause the holder of record on any applicable record date toto vote, vote all Shares that are then-owned by such the Stockholder and entitled to vote or act by written consent:
(i) in favor of the adoption of the Merger Agreement, and in favor of each any other matters presented or proposed as to approval of the Merger or any part or aspect thereof or any other actions transactions contemplated by the Merger Agreement and any action required in furtherance thereofAgreement;
(ii) against approval of any proposal made in opposition to, in competition with, or would result in a breach ofinconsistent with, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and;
(iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company Akebia or any of its Akebia Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company Akebia or any of its Akebia Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company Akebia or any of its Akebia Subsidiaries, (D) any material change in the capitalization of the Company Akebia or any of its Akebia Subsidiaries, or the corporate structure of the Company Akebia or any of its Akebia Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement;
(iv) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Akebia contained in the Merger Agreement, or of the Stockholder contained in this Agreement; and
(v) in favor of any other matter necessary or appropriate to the consummation of the transactions contemplated by the Merger Agreement, including the Merger. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those any matters other than those set forth in clauses (i) through (v), (ii) and (iii) above, that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
(c) Nothing in this Agreement shall obligate the Stockholder to convert, exercise, or exchange any options, warrants or convertible securities in order to obtain any underlying shares of Akebia Shares.
Appears in 2 contracts
Samples: Voting Agreement, Voting Agreement (Keryx Biopharmaceuticals Inc)
Agreement to Vote Shares. (a) At The Shareholder hereby agrees that, at all times during the period commencing with the execution and delivery of this Agreement until the Expiration Date, at every meeting of the Stockholders shareholders of the CompanyCompany called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders shareholders of Companythe Company with respect to any of the following, the Stockholder (in the Stockholder’s capacity as such)Shareholder shall vote, to the extent not voted by the Person(s) appointed under the ProxyProxy (as defined in Section 4 hereof), shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consentShares:
(ia) in favor of the adoption and approval of the Merger AgreementAgreement and the approval of the Merger, and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof;
(iib) against approval of any proposal made in opposition to, or in competition with, or would result in a breach of, consummation of the Merger Agreement or and the Merger or any other transactions contemplated by the Merger Agreement; and;
(iiic) against any of the following actions (other than those actions that relate to the Merger and any the other transactions contemplated by the Merger Agreement): (Ai) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any subsidiary of its Subsidiariesthe Company with any other Person, (Bii) any sale, lease or transfer of all or substantially all any significant part of the assets of the Company or any subsidiary of its Subsidiariesthe Company, (Ciii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any subsidiary of its Subsidiariesthe Company, (Div) any material change in the capitalization of the Company or any subsidiary of its Subsidiariesthe Company, or the corporate structure of the Company or any subsidiary of its Subsidiariesthe Company, (E) any Acquisition Proposal or Acquisition Transaction or (Fv) any other action that is intended tointended, or would could reasonably be expected to materiallyto, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).; and
(bd) In the event in favor of waiving any notice that a meeting of the Stockholders may have been or may be required relating to any reorganization of the Company is heldor any subsidiary of the Company, any reclassification or recapitalization of the capital stock of the Company or any subsidiary of the Company, or any sale of assets, change of control, or acquisition of the Company or any subsidiary of the Company by any other Person, or any consolidation or merger of the Company or any subsidiary of the Company with or into any other Person. Prior to the Expiration Date, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder Shareholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 2 contracts
Samples: Company Shareholder Voting Agreement, Company Shareholder Voting Agreement (Rudolph Technologies Inc)
Agreement to Vote Shares. (a) At every meeting of the Stockholders stockholders of the CompanyCompany called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders stockholders of the Company, the Stockholder (in the Stockholder’s his or her capacity as such)) shall vote, to the extent not voted by the Person(s) appointed under the ProxyProxy (as defined below), shall, the Shares or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consentbe voted:
(ia) in favor of the adoption of the Merger Agreement, and in favor of each approval of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof;
(iib) against approval of any proposal made in opposition to, or in competition with, or would result in a breach of, consummation of the Merger Agreement or and the Merger or any other transactions contemplated by the Merger Agreement; and
(iiic) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated extent such actions are prohibited by the Merger Agreement): : (Ai) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or with any of its Subsidiariesparty, (Bii) any sale, lease or transfer of all or substantially all any significant part of the assets of the Company or any of its SubsidiariesCompany, (Ciii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its SubsidiariesCompany, (Div) any material change in the capitalization of the Company or any of its Subsidiariesthe Company's corporate structure, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (Fv) any other action that is intended tointended, or would could reasonably be expected to materiallyto, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement. The Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall limit or restrict Stockholder from acting in Stockholder's capacity as a director or officer of the Company (it being understood that this Agreement shall retain at all times the right apply to vote its Shares Stockholder solely in its Stockholder's capacity as a stockholder of Company) or voting in Stockholder's sole discretion and without on any other limitation on those matters matter other than those set forth matters referred to in clauses subsections (ia), (iib) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3above.
Appears in 2 contracts
Samples: Majority Stockholder Voting Agreement (Switchboard Inc), Voting Agreement (Switchboard Inc)
Agreement to Vote Shares. (a) At Until the Expiration Date, at every meeting of the Stockholders stockholders of Thermage called with respect to any of the Companyfollowing, and at every adjournment or postponement thereof, and on every action or approval by written consent of stockholders of Thermage with respect to any of the Stockholders of Companyfollowing, the Stockholder (in shall vote the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
Shares: (i) in favor of the adoption approval of the Merger Agreement, and issuance of shares of Thermage Common Stock to be issued in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof;
Merger; (ii) against approval of any proposal made in opposition to, or in competition with, or would result in a breach of, consummation of the Merger Agreement or and the Merger or any other transactions contemplated by the Merger Agreement; and
and (iii) against any of the following actions (other than those actions that relate to the Merger and any other the transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company Thermage or any subsidiary of its SubsidiariesThermage with any party, (B) any sale, lease or transfer of all or substantially all any significant part of the assets of the Company Thermage or any subsidiary of its SubsidiariesThermage, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company Thermage or any subsidiary of its SubsidiariesThermage, or (D) any material change in the capitalization of the Company Thermage or any subsidiary of its SubsidiariesThermage, or the corporate structure of the Company Thermage or any subsidiary of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger AgreementThermage. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration Prior to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is heldExpiration Date, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 2 contracts
Samples: Voting Agreement (Thermage Inc), Voting Agreement (Reliant Technologies Inc)
Agreement to Vote Shares. (a) At From the date hereof until the earlier of (x) the receipt of Stockholder Approval and (y) June 10, 2019, at every meeting of the Stockholders stockholders of the Company, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders stockholders of the Company, the Stockholder Investors (in the Stockholder’s Investors’ capacity as such)) agree to, to the extent not voted by the Person(s) appointed under the Proxyunconditionally and irrevocably, shallvote, or shall to cause the holder of record on any applicable record date toto vote, vote all Investor Shares that are then-owned then‑owned by such Stockholder the Investor and entitled to vote or act by written consent:
(i) in favor of any proposal as may be required by the adoption applicable rules and regulations of the Merger AgreementNasdaq Stock Market (or any successor entity) from the stockholders of the Company with respect to the transactions contemplated by the Transaction Documents, including the issuance of any Second Closing Securities and any Shares of Common Stock issuable upon exercise of the Common Warrants, and in favor of each any other matters presented or proposed as to approval of the purchase and sale of the Securities or any part or aspect thereof or any other actions transactions contemplated by the Merger Agreement and any action required in furtherance thereofSecurities Purchase Agreement;
(ii) against approval of any proposal made in opposition to, in competition with, or would result in a breach ofinconsistent with, the Merger Securities Purchase Agreement or the Merger purchase and sale of the Securities or any other transactions contemplated by the Merger Securities Purchase Agreement; and;
(iii) against any of the following actions (other than those actions action, proposal, transaction or agreement that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected to materiallyresult in a breach in any respect of any covenant, impede, interfere with, delay, postpone, discourage representation or adversely affect the Merger warranty or any other obligation or agreement of the Company contained in the Securities Purchase Agreement, or of the Investors contained in this Agreement; and
(iv) in favor of any other matter necessary or appropriate to the consummation of the transactions contemplated by the Merger Securities Purchase Agreement, including the purchase and sale of the Securities, subject to the fiduciary duties of such Investor. The Stockholder Each of the Investors shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those any matters other than those set forth in clauses (i) through (iv), (ii) and (iii) above, that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder Investors shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 2 contracts
Samples: Securities Purchase Agreement (PDL Biopharma, Inc.), Voting and Support Agreement (Evofem Biosciences, Inc.)
Agreement to Vote Shares. (a) At Prior to the Expiration Date, at every meeting of the Stockholders stockholders of the CompanyCompany called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Company (except for Company’s Annual Meeting of Stockholders of Companyto be held on May 27, the 2014), Stockholder (in the Stockholder’s capacity as such)) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the Person(s) persons appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date toas proxies pursuant to this Agreement, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
(i) in favor of the adoption of the Merger Agreement, Agreement and in favor of each the approval of the First Merger and the other actions transactions contemplated by thereby (collectively, the Merger Agreement and any action required in furtherance thereof;
“Proposed Transaction”), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, or would result in a breach ofthe Proposed Transaction, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
and (iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by extent unrelated to the Merger AgreementProposed Transaction): (A) any merger, consolidation, or business combination, sale of assets, reorganization or recapitalization of or combination involving the Company or any of its Subsidiaries, subsidiaries other than the Proposed Transaction; (B) any sale, lease lease, or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation liquidation, or winding up of the Company or any of its Subsidiaries, subsidiaries; or (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended tointended, or would could reasonably be expected expected, to materiallyresult in a breach of any covenant, representation, or warranty or any other obligation or agreement of Company under the Merger Agreement or of Stockholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage discourage, or adversely affect the Merger or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation consummation of the terms of the Merger Agreement)Proposed Transaction.
(b) In If Stockholder is the event that a meeting beneficial owner, but not the record holder, of the Stockholders Shares, Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorumin accordance with Section 3(a).
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 2 contracts
Samples: Merger Agreement (Southside Bancshares Inc), Stockholder Voting and Support Agreement (OmniAmerican Bancorp, Inc.)
Agreement to Vote Shares. (a) At Prior to the Expiration Date, at every meeting of the Stockholders shareholders of Company at which any of the Companyfollowing is considered or voted upon, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders shareholders of CompanyCompany with respect to any of the following, each Shareholder shall vote (or cause to be voted) the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
(i) in favor of the adoption of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof;
(ii) against approval of any proposal made in opposition to, in competition with, or would result in a breach of, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
(iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): .
(Ab) Prior to the Expiration Date, at every meeting of the shareholders of Company at which any of the following is considered or voted upon, and at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders of Company with respect to any of the following, each Shareholder shall vote (or cause to be voted) the Shares against (i) any mergermerger agreement or merger (other than the Merger Agreement and the Merger), consolidation, business combination, share exchange, sale of substantial assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the or by or involving Company, (ii) any Competing Transaction and (iii) any amendment of Company's certificate of incorporation or by-laws or other proposal or transaction involving Company or any of its Subsidiariessubsidiaries, (D) which amendment or other proposal or transaction would in any material change in the capitalization manner impede, frustrate, prevent or nullify any provision of the Company or any of its SubsidiariesMerger Agreement, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions transaction contemplated by the Merger AgreementAgreement or change in any manner the voting rights of any class of capital stock of Company (each a "Frustrating Transaction"). The Stockholder No Shareholder shall retain at all times commit or agree to take any action inconsistent with the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorumforegoing.
(c) The Stockholder Notwithstanding the foregoing, nothing in this Agreement shall not enter into limit or restrict any agreement Shareholder from (i) acting in his or understanding with her capacity as a director or officer of Company, to the extent applicable, it being understood that this Agreement shall apply to each Shareholder solely in his or her capacity as a shareholder of Company or (ii) voting in his or her sole discretion on any Person matter other than those matters referred to vote in Section 2(a) or give instructions in any manner inconsistent with the terms of this Section 32(b).
Appears in 2 contracts
Samples: Merger Agreement (Netcreations Inc), Shareholders' Agreement (Seat Pagine Gialle Spa)
Agreement to Vote Shares. (a) At Subject to the terms of this Agreement, each Holder irrevocably and unconditionally agrees that, from the date of this Agreement and until the Termination Time, at every meeting of the Stockholders stockholders of the Company, however called, with respect to any of the following, and at every adjournment or postponement thereof, or in any other circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company is sought, and on every action or approval proposed to be taken by written consent of the Stockholders stockholders of Companythe Company with respect to any of the following, the Stockholder each Holder shall appear at such meeting (in person or by proxy) or otherwise cause the Stockholder’s capacity as such), Shares (to the extent that any of the Shares are not voted by purchased in the Person(sOffer) appointed under to be counted as present for purposes of calculating a quorum and shall vote (or cause to be voted) or deliver a written consent (or cause a written consent to be delivered) covering all of the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and Holder is entitled to vote or act by written consent:
so vote, in each case to the fullest extent that such Holder’s Shares are entitled to vote: (i1) in favor of the adoption of the Merger Agreement, and in favor of each of the other actions Transactions contemplated by the Merger Agreement and in favor of adopting the Merger Agreement and (2) against (a) any action required in furtherance thereof;
that would (ii) against approval of any proposal made in opposition to, in competition with, or would be reasonably expected to) directly result in a breach ofof any covenant, the Merger Agreement representation or the Merger warranty or any other transactions contemplated by obligation or agreement of the Company contained in the Merger Agreement; and
, or of any Holder contained in this Agreement, in either case, that would result in any Offer Condition being unsatisfied at the Expiration Date, (iiib) against any of the following actions (other than those actions that relate action, transaction, proposal, or agreement relating to the Merger and any other transactions contemplated by Company that would (or would reasonably be expected to) prevent, nullify or materially impede, interfere with, frustrate, delay, postpone or adversely affect the Merger Agreement): Transactions, (Ac) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the present capitalization of the Company or any amendment of its Subsidiaries, or the corporate structure certificate of incorporation of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated prohibited by the Merger Agreement, or (d) subject to the right to terminate this Agreement pursuant to Section 8(e), any Acquisition Proposal. The Stockholder Each Holder shall retain at all times the right to vote its the Shares in its such Holder’s sole discretion discretion, and without any other limitation limitation, on those any matters other than those set forth in clauses (i), (ii) and (iii) this Section 3 that are at any time or from time to time presented for consideration to the Company’s stockholders generallystockholders. For the avoidance of doubt, clauses nothing in this Agreement shall require any Holder to vote, cause to be voted or otherwise consent to any amendment to the Merger Agreement (including any schedule or exhibit thereto) or the taking of any action that could result in the amendment, modification or a waiver of a provision therein, in any such case, in a manner that (i)) decreases the amount or changes the form of the Offer Price or the Merger Consideration, (ii) imposes any material restrictions or additional conditions on the consummation of the Offer, the Merger or the other Transactions, or the payment of the Offer Price and the Merger Consideration to stockholders, (iii) shall not apply to votes, if any, solely on extends the election Termination Date (as defined below) or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms iv) amends any other term or condition of the Merger Agreement that is adverse to any Holder’s rights under the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 2 contracts
Samples: Tender and Support Agreement (Engine Capital, L.P.), Tender and Support Agreement (Hill International, Inc.)
Agreement to Vote Shares. Each Stockholder agrees, as to himself, that he will vote the shares of Common Stock held of record or beneficially by him (a) At including the shares set forth opposite his name on Exhibit A and any New Company Securities (as defined in Section 4 hereof)), or will, if applicable, cause any holder of record of the shares of Common Stock owned beneficially by him (including, any New Company Securities), to vote the shares of Common Stock and New Company Securities at every meeting of the stockholders of the Company at which such matters are considered and at every adjournment thereof and in connection with any written consent of the stockholders of the Company (including, without limitation, the 2010 Annual Meeting of Stockholders of the Company, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders of Company, the Stockholder ): (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
(ia) in favor of the adoption consummation of the Merger AgreementTransactions and all actions necessary to facilitate the consummation of the Transactions, and (b) in favor of each an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to at least 149,669,463, (c) in favor of approving the issuance of shares of Common Stock upon conversion of the other actions Company Convertible Debt (including, in each case, any shares issuable as a result of antidilution adjustments pursuant to the terms of the Company Convertible Debt) or as otherwise contemplated by the Merger Agreement terms of the Notes and Warrants, (d) against any action required in furtherance thereof;
(ii) against approval of any proposal made in opposition to, in competition withor agreement that would result, or would result be reasonably likely to result, in a breach ofin any material respect of any covenant, representation or warranty or any other obligation of the Merger Company under the Exchange Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
Convertible Note and (iiie) against any of the following actions (other than action or agreement contrary to those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change set forth in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreementthis Section 2. The Each Stockholder shall will retain at all times the right to vote its Shares his Common Stock, in its his sole discretion and without any other limitation discretion, on those all matters other than those set forth described in clauses (i), (ii) and (iii) that are at any time this Section 2 or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended grant a proxy in a form approved by the Company’s Board of Directors (provided such recommendation is not Company to vote the matters described in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is heldthis Section 2, the and each Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not may grant proxies and enter into any agreement voting agreements or understanding with any Person to vote or give instructions voting trusts for the Common Stock in any manner inconsistent with the terms respect of this Section 3such other matters.
Appears in 2 contracts
Samples: Transaction Approval Agreement (Zanett Inc), Transaction Approval Agreement (Zanett Inc)
Agreement to Vote Shares. (a) At Until the Expiration Date, at every meeting of the Stockholders stockholders of the Company, and however called, at every adjournment or postponement thereof, and on every action or approval by written consent of stockholders of the Stockholders Company with respect to any of Companythe following, the Stockholder (in the Stockholder’s capacity as such)shall vote, to the extent not voted by the Person(s) appointed under the ProxyProxy (as defined below), shall, all of the Shares or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consentbe voted:
(i) in favor of the (1) adoption and approval of the Merger Agreement, the Merger and in favor of each of the all other actions and transactions contemplated by the Merger Agreement or the Proxy and (2) any action required other actions presented to holders of shares of capital stock of the Company that are necessary, as determined by Parent and the Company, in furtherance thereofof the Merger Agreement, the Merger and the other actions and transactions contemplated by the Merger Agreement or the Proxy;
(ii) against (1) approval of any proposal made in opposition to, or in competition with, the Merger Agreement or consummation of the Merger and the other transactions contemplated by the Merger Agreement or the Proxy, and (2) any action or agreement that would result in a breach ofof any representation, warranty, covenant, agreement or other obligation of the Merger Agreement or the Merger or any other transactions contemplated by Company in the Merger Agreement; and
(iii) against (1) any of the following actions merger agreement or merger (other than those actions that relate to the Merger Agreement and any other transactions contemplated by the Merger Agreement): (A) any mergerMerger), Acquisition Proposal, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any Subsidiary of its Subsidiariesthe Company, (D2) any sale, lease, license or transfer of any significant part of the assets of the Company or any Subsidiary of the Company, except if such action is permitted under the Merger Agreement, (C) any material change in the capitalization of the Company or any Subsidiary of its Subsidiariesthe Company, or the corporate structure of the Company or any Subsidiary of its Subsidiariesthe Company, except if such action is permitted under the Merger Agreement, or (ED) any Acquisition Proposal amendment of the Company’s or Acquisition Transaction any Subsidiary’s charter documents or (F) any other action that is intended intended, or could reasonably be expected, to, or would reasonably be expected to materiallyin any manner impede, impedefrustrate, prevent, nullify, interfere with, delay, postpone, discourage or otherwise adversely affect the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person person to vote or give instructions in any manner inconsistent with the terms of this Section 34.
Appears in 2 contracts
Samples: Voting Agreement (Seebeyond Technology Corp), Voting Agreement (Seebeyond Technology Corp)
Agreement to Vote Shares. (a) At every meeting of the Stockholders stockholders of the CompanyCompany called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders stockholders of the Company, the Stockholder (in the Stockholder’s his or her capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, to the extent not voted by the persons appointed under the Proxy, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consentthe Shares:
(i) 3.1 in favor of approval of the Merger and the adoption and approval of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and the Proxy and any action required in furtherance thereof;
(ii) 3.2 in favor of any matter that could reasonably be expected to facilitate the Merger;
3.3 against approval of any proposal made in opposition to, or in competition with, or would result in a breach of, the Merger Agreement or consummation of the Merger or any other the transactions contemplated by the Merger Agreement, including any Takeover Proposal; and
(iii) 3.4 against any of the following actions (other than those actions that relate to the Merger and any other the transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any subsidiary of its Subsidiariesthe Company with any party, (B) any sale, lease or transfer of all or substantially all any significant part of the assets of the Company or any subsidiary of its Subsidiariesthe Company, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any subsidiary of its Subsidiariesthe Company, (D) any material change in the capitalization of the Company or any subsidiary of its Subsidiariesthe Company, or the corporate structure of the Company or any subsidiary of its Subsidiariesthe Company, or (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended tointended, or would could reasonably be expected to materiallyto, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or any action that would constitute a breach of any covenant of the Company pursuant to the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) further agrees that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is held, held the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 2 contracts
Samples: Voting Agreement (Jekogian Iii Nickolas W), Voting Agreement (Wilshire Enterprises Inc)
Agreement to Vote Shares. (a) At Until the Expiration Date, at every meeting of the Stockholders ------------------------ stockholders of the CompanyCompany called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of stockholders of the Stockholders Company with respect to any of Companythe following, the Stockholder (in the Stockholder’s capacity as such)shall vote, to the extent not voted by the Person(sperson(s) appointed under the ProxyProxy (as defined in Section 4 hereof), shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consentShares:
(ia) in favor of the adoption approval of the Merger and the adoption and approval of the Reorganization Agreement, and in favor of each of the other actions contemplated by the Merger Reorganization Agreement and the Proxy and any action required in furtherance thereof;
(iib) against approval of any proposal made in opposition to, or in competition with, or would result in a breach of, consummation of the Merger Agreement or and the Merger or any other transactions contemplated by the Merger Reorganization Agreement; and;
(iiic) against any of the following actions (other than those actions that relate to the Merger and any other the transactions contemplated by the Merger Reorganization Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any subsidiary of its Subsidiariesthe Company with any party, (B) any sale, lease or transfer of all or substantially all any significant part of the assets of the Company or any subsidiary of its Subsidiariesthe Company, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any subsidiary of its Subsidiariesthe Company, (D) any material change in the capitalization of the Company or any subsidiary of its Subsidiariesthe Company, or the corporate structure of the Company or any subsidiary of its Subsidiariesthe Company, or (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended tointended, or would could reasonably be expected to materiallyto, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Reorganization Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).; and
(bd) In the event in favor of waiving any notice that a meeting of the Stockholders may have been or may be required relating to any reorganization of the Company is heldor any subsidiary of the Company, any reclassification or recapitalization of the capital stock of the Company or any subsidiary of the Company, or any sale of assets, change of control, or acquisition of the Company or any subsidiary of the Company by any other person, or any consolidation or merger of the Company or any subsidiary of the Company with or into any other person. Prior to the Expiration Date, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 2 contracts
Samples: Merger Agreement (Novell Inc), Voting Agreement (Cambridge Technology Partners Massachusetts Inc)
Agreement to Vote Shares. (a) At During the term of this Agreement, at every meeting of the Stockholders shareholders of the Company, and at every adjournment or postponement thereof, and on every action or approval by written consent resolution of the Stockholders shareholders of Company, the Stockholder Shareholder (in the StockholderShareholder’s capacity as such), to a shareholder of the extent not voted by the Person(sCompany) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder Shareholder and entitled to vote or act by written consent:
(i) in favor of the adoption of the Merger Agreement, Agreement and the Statutory Merger Agreement and in favor of each of the Merger and the other actions transactions contemplated by the Merger Agreement and any action required in furtherance thereofor the Statutory Merger Agreement;
(ii) against approval of any proposal made in opposition to, in competition with, or would result in a breach of, the Merger Agreement or the Statutory Merger Agreement or the Merger or any the other transactions contemplated by the Merger Agreement or the Statutory Merger Agreement, including any Acquisition Proposal and any Alternative Acquisition Agreement; and
(iii) against any of the following actions actions, proposals or agreements (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, amalgamation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure structure, memorandum of association or bye-laws of the Company or any of its Subsidiaries, Subsidiaries or (E) any Acquisition Proposal action, proposal or Acquisition Transaction or (F) any other action agreement that is intended to, or would reasonably be expected to materially(x) result in a breach of any covenant, impede, interfere with, delay, postpone, discourage representation or warranty of the Company under the Merger Agreement or (y) prevent or materially delay or adversely affect the Merger or any other transactions contemplated by consummation of the Merger AgreementMerger. The Stockholder Shareholder shall retain at all times the right to vote its Shares (or to direct how its Shares shall be voted) in its sole discretion and without any other limitation on those any matters other than those set forth in clauses (i), (ii) ), and (iii) that are are, during the term of this Agreement, at any time or from time to time presented for consideration to the Company’s stockholders shareholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders shareholders of the Company is held, the Stockholder Shareholder shall, or shall cause the holder of record of the Shares on any applicable record date to, appear be present in person or by proxy at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder Shareholder shall not enter into any commitment, agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
(d) In the event that the Shareholder acquires or receives any Shares (or any right or interest therein) after the execution of this Agreement, the Shareholder shall promptly deliver to Parent a written notice indicating the number of such Shares (or right or interest therein) acquired or received.
Appears in 2 contracts
Samples: Voting Agreement (WestRock Co), Voting Agreement (Multi Packaging Solutions International LTD)
Agreement to Vote Shares. (a) At every During the Term, at any meeting of the Stockholders stockholders of Bristol called to consider and vote upon the adoption of the CompanyMerger Agreement or approval of the Spin-Off (if such approval is sought) (and at any and all postponements and adjournments thereof), and at every adjournment or postponement thereof, in connection with any action to be taken in respect of the adoption of the Merger Agreement and on every action or approval of the Spin-Off by written consent of the Stockholders stockholders of CompanyBristol, the each Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to will vote or act cause to be voted (including by written consent:
(i, if applicable) all of such Stockholder's Subject Shares in favor of the adoption of the Merger Agreement and approval of the Spin-Off and against any Adverse Proposal. For purposes of this Agreement, (a) the term "Term" means the period commencing on the date hereof and in favor of each ending as of the other actions contemplated by earlier of (i) the Merger Agreement Effective Time and any action required in furtherance thereof;
(ii) against approval FelCor's or Bristol's giving of any proposal made in opposition to, in competition with, or would result in a breach of, notice of the Merger Agreement or the Merger or any other transactions contemplated by termination of the Merger Agreement; and
, regardless of whether the validity of such notice or right to exercise termination is being or may thereafter be contested, and (b) the term "Adverse Proposal" means any (i) Acquisition Proposal, (ii) any change in the composition of a majority of the Board of Directors of Bristol, and (iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other intentional action that which is intended to, or would could reasonably be expected to materiallyhinder, impede, interfere with, delay, postpone, discourage delay or adversely affect result in the failure of the Merger to occur. Nothing herein, however, will prohibit or restrict any other transactions contemplated Stockholder from pledging or otherwise disposing of (collectively, "Transfer") any Subject Shares, provided, however, that (i) in connection with any Transfer of more than 100,000 Subject Shares to a single purchaser effected pursuant to a privately negotiated transaction or series of transactions, any Stockholder will be required to obtain the agreement of such purchaser to be bound by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares covenants in its sole discretion this Section 1 and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) no Stockholder may Transfer any Subject Shares if, following such Transfer, the aggregate number of Subject Shares that are at any time or from time to time presented for consideration is subject to the Company’s stockholders generally. For the avoidance provisions of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation this Agreement would be less than a majority of the terms issued and outstanding Bristol Common Shares as of the Merger Agreement)Record Date for the Bristol Stockholders Meeting.
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 2 contracts
Samples: Voting and Cooperation Agreement (Felcor Suite Hotels Inc), Voting and Cooperation Agreement (Bristol Hotels & Resorts Inc)
Agreement to Vote Shares. (a) At Prior to the Expiration Date, at every meeting of the Stockholders stockholders of the CompanyMerger Partner called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders stockholders of CompanyMerger Partner, the Stockholder (in the Stockholder’s capacity as such)) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the Person(s) persons appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date toas proxies pursuant to this Agreement, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
(i) in favor of the adoption of the Merger Agreement, Agreement and in favor of each approval of the other actions transactions contemplated by thereby (collectively, the Merger Agreement and any action required in furtherance thereof;
“Proposed Transaction”), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, or would result in a breach ofthe Proposed Transaction, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
and (iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by extent unrelated to the Merger AgreementProposed Transaction): (A) any merger, consolidation, consolidation or business combination, sale of assets, reorganization or recapitalization of or combination involving the Company Merger Partner or any of its Subsidiaries, subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company Merger Partner or any of its Subsidiaries, subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company Merger Partner or any of its Subsidiaries, subsidiaries; or (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended tointended, or would could reasonably be expected expected, to materiallyresult in a breach of any covenant, representation or warranty or any other obligation or agreement of Merger Partner under the Merger Agreement or of Stockholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by consummation of the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses Proposed Transaction (i), each of (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreementa “Competing Transaction”).
(b) In If Stockholder is the event that a meeting beneficial owner, but not the record holder, of the Stockholders Shares, Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorumin accordance with Section 3(a).
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 2 contracts
Samples: Merger Agreement (Critical Therapeutics Inc), Merger Agreement (Cornerstone BioPharma Holdings, Inc.)
Agreement to Vote Shares. (a) At every During the term of this Agreement, ------------------------ at any meeting of the Stockholders stockholders of Company called to consider and vote upon the adoption of the CompanyMerger Agreement (and at any and all postponements and adjournments thereof), and at every adjournment or postponement thereof, and on every in connection with any action or approval to be taken in respect of the adoption of the Merger Agreement by written consent of the Stockholders stockholders of Company, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act cause to be voted (including by written consent:
(i, if applicable) all of the Shares in favor of the adoption of the Merger Agreement, Agreement and in favor of each any other matter necessary for the consummation of the other actions transactions contemplated by the Merger Agreement and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. During the term of this Agreement, at any meeting of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined), and at any and all postponements and adjournments thereof, and in connection with any action required to be taken in furtherance thereof;
(ii) against approval respect of any proposal made Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Shares against such Other Proposal. For purposes of this Agreement, the term "Other Proposal" means any (a) Takeover Proposal (as defined in opposition tothe Merger Agreement) or (b) other action which is intended or could reasonably be expected to materially impede, in competition interfere with, delay or would result in a breach of, materially and adversely affect the Merger Agreement or consummation of the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement; and
(iii) against any of the following actions (other than those actions provided, however, that relate to neither the Merger and nor any other transactions transaction contemplated by the Merger Agreement): (A) any mergerAgreement to be consummated by Company, consolidation, business combination, sale of assets, reorganization Parent or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change Purchaser in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect connection with the Merger or any other transactions contemplated by the Merger Agreementshall constitute an Other Proposal. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote person or give instructions entity the effect of which would be violative of the provisions and agreements contained in any manner inconsistent with the terms of this Section 31.1.
Appears in 2 contracts
Samples: Stockholder Agreement (Shelby Williams Industries Inc), Stockholder Agreement (Shelby Williams Industries Inc)
Agreement to Vote Shares. (a) At Until the earlier to occur of the Effective Time and the Expiration Date, at every meeting of the Stockholders stockholders of the CompanyCompany called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders stockholders of Companythe Company with respect to any of the following, the Stockholder Holder shall appear at such meeting (in the Stockholder’s capacity as such), to the extent not voted person or by the Person(sproxy) appointed under the Proxy, shall, or and shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
consent the Shares and any New Shares: (i) in favor of the adoption of the Merger Agreement, Agreement and in favor of each the approval of the other actions transactions contemplated by the Merger Agreement thereby and any action required in furtherance thereof;
(ii) against approval of (x) any proposal made in opposition tofor any recapitalization, in competition withmerger, sale of assets or would result in a breach of, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
(iii) against any of the following actions business combination (other than those actions that relate to the Merger Merger) between the Company and any person or entity other transactions contemplated by the than Parent or Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its SubsidiariesSub, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (Fy) any other action or agreement that is intended to, or would reasonably be expected to materiallyresult in a breach of any covenant, impede, interfere with, delay, postpone, discourage representation or adversely affect the Merger warranty or any other transactions contemplated by obligation or agreement of the Company under the Merger Agreement or Holder under this Agreement, or (z) which would reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled (each such action or proposal described in this clause (ii), an “Opposing Proposal”). The Stockholder shall retain at all times This Agreement is intended to bind Holder as a stockholder of the right Company only with respect to vote its Shares in its sole discretion and without any other limitation on those the specific matters other than those set forth herein. Except as set forth in clauses (i), ) and (ii) and (iii) that are at of this Section 2(a), Holder shall not be restricted from voting in favor of, against or abstaining with respect to any time or from time to time other matter presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board . Prior to the termination of Directors (provided such recommendation is this Agreement, Holder covenants and agrees not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person person to vote or give instructions in any manner inconsistent with the terms of this Agreement.
(b) Holder further agrees that, until the termination of this Agreement, Holder will not, and will not permit any entity under Holder’s control to, (A) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act) with respect to an Opposing Proposal, (B) initiate a stockholders’ vote with respect to an Opposing Proposal or (C) become a member of a “group” (as such term is used in Section 313(d) of the Exchange Act) with respect to any voting securities of the Company with respect to an Opposing Proposal.
Appears in 2 contracts
Samples: Voting Agreement (Nissenson Guy), Voting Agreement (Nts, Inc.)
Agreement to Vote Shares. (a) At every meeting Except as expressly permitted under Section 5.10 of the Stockholders Merger Agreement, Shareholder agrees during the term of this Agreement to vote the CompanyShares, and at every adjournment to cause any holder of record of Shares to vote (or postponement thereof, and on every execute a written consent or consents if shareholders of First Choice are requested to vote their shares through the execution of an action or approval by written consent in lieu of the Stockholders any such annual or special meeting of Company, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder Shareholders of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:First Choice):
(ia) in favor of the adoption of the Merger AgreementMerger, and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof;
(ii) against approval other matter necessary for the consummation of any proposal made in opposition to, in competition with, or would result in a breach of, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement, at every meeting (or in connection with any action by written consent) of the shareholders of First Choice at which such matters are considered, at every adjournment or postponement thereof or in any other circumstances upon which their vote or other approval is sought; and
(iiib) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (Ai) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company Superior Proposal or any action which is a component of its Subsidiariesany Superior Proposal, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (Eii) any Acquisition Proposal or Acquisition Transaction or Proposal, (Fiii) any other action that is intended toaction, proposal, transaction or agreement which would reasonably be expected to materiallyresult in a breach of any covenant, representation or warranty or any other obligation or agreement of First Choice under the Merger Agreement or of Shareholder under this Agreement, (iv) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, postponediscourage, discourage or adversely affect or inhibit the timely consummation of the Merger or any other transactions contemplated by the fulfillment of First Choice’s conditions under the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) Agreement and (iiiv) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions change in any manner inconsistent with to the terms voting rights of this Section 3any class of shares of First Choice (including any amendments to the articles of incorporation or bylaws of First Choice).
Appears in 2 contracts
Samples: Merger Agreement (Enterprise Financial Services Corp), Merger Agreement (First Choice Bancorp)
Agreement to Vote Shares. (a) At Until the Expiration Date, at every meeting of the Stockholders stockholders of Seller called with respect to any of the Companyfollowing, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders stockholders of CompanySeller with respect to any of the following, the Stockholder (in the Stockholder’s capacity as such)shall vote, to the extent not voted by the Person(sperson(s) appointed under the Proxy, shall, the Shares and any New Shares (to the extent such Shares and New Shares have voting rights) or shall cause the holder sign a written consent in lieu of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consenta meeting:
(i) in favor of approval of the Acquisition, the execution and delivery by Seller of the Asset Purchase Agreement and the adoption and approval of the Merger Agreementterms thereof, and in favor of each of the other actions contemplated by the Merger Asset Purchase Agreement and the Proxy and any action required in furtherance thereof;
(ii) against approval of any proposal made in opposition to, or in competition with, or would result in a breach of, consummation of the Merger Agreement or Acquisition and the Merger or any other transactions contemplated by the Merger Asset Purchase Agreement; and;
(iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger AgreementAcquisition): (A) any merger, consolidation, business combination, sale of assetsassets (other than the Excluded Assets), reorganization or recapitalization of or involving the Company Seller or any subsidiary of its SubsidiariesSeller with any party, (B) any sale, lease or transfer of all or substantially all any significant part of the assets of the Company Seller or any subsidiary of its SubsidiariesSeller, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company Seller or any subsidiary of its SubsidiariesSeller that would become effective prior to the Expiration Date, (D) any material change in the capitalization of the Company or any of its Subsidiaries, Seller or the corporate structure of the Company Seller, or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended tointended, or would could reasonably be expected to materiallyto, impede, interfere with, delay, postpone, discourage or adversely affect the Merger Acquisition; and
(iv) in favor of waiving any notice that may have been or may be required relating to any reorganization of Seller or any other transactions contemplated subsidiary of Seller, any reclassification or recapitalization of the capital stock of Seller or any subsidiary of Seller, or any sale of assets, change of control, or acquisition of Seller or any subsidiary of Seller by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters person, or any consolidation or merger of Seller or any subsidiary of Seller with or into any other than those set forth in clauses (i)person, (ii) and (iii) that are at any time or from time to time presented for consideration all as they relate to the Company’s stockholders generallyAcquisition. For Prior to the avoidance of doubtExpiration Date, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person person to vote or give instructions in any manner inconsistent with the terms of this Section 32.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Neomagic Corp), Asset Purchase Agreement (Neomagic Corp)
Agreement to Vote Shares. (a) At every meeting any Stockholders' Meeting called with respect to any of the Stockholders of the Companyfollowing, and at every adjournment or postponement thereof, each Stockholder, severally and on every action or approval by written consent of the Stockholders of Companynot jointly, the Stockholder (in the Stockholder’s capacity as such)agrees that it shall vote, to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date with respect to, vote as appropriate all of such Stockholder's Shares that are then-owned by such Stockholder and entitled set forth on SCHEDULE A as to which it has power to vote in any such vote or act by written consent:
: (i) in favor of the Merger, the adoption of and execution and delivery of the Merger Agreement, Agreement and in favor the approval of the terms thereof and each of the other actions transactions contemplated by the Merger Agreement and any action required in furtherance thereof;
(ii) against approval of any proposal made in opposition to, in competition with, or would result in a breach of, the following actions (other than the Merger Agreement or and the Merger or any other transactions contemplated by the Merger Agreement); and
(iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A1) any extraordinary corporate transaction, including, but not limited to a merger, consolidation, consolidation or other business combination, sale of assets, reorganization or recapitalization of or combination involving the Company or any of its Subsidiaries, subsidiaries; (B2) any a sale, lease or transfer of all or substantially all a material amount of the assets of the Company or any of its Subsidiaries, (C) any subsidiaries or a reorganization, recapitalization, dissolution, dissolution or liquidation or winding up of the Company or any of its Subsidiaries, subsidiaries; (D3)
(a) any change in the majority of the Board of Directors of the Company except as contemplated by this Agreement; (b) any material change in the present capitalization of the Company or any of its Subsidiaries, or the corporate structure amendment of the Company or any Company's Certificate of its Subsidiaries, Incorporation; (E) any Acquisition Proposal or Acquisition Transaction or (Fc) any other action that material change in the Company's corporate structure or business; or (d) any other action, which, in the case of each of the matters referred to in clauses (a), (b), (c) or (d) above, is intended tointended, or would could reasonably be expected expected, to materially, impede, interfere with, delay, postpone, discourage or materially adversely affect the consummation of the Merger or any other the transactions contemplated by the Merger Agreement or this Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 1 contract
Samples: Stockholders' Agreement (Environmental Systems Products Inc)
Agreement to Vote Shares. (a) At During the term of this Agreement, at every meeting of the Stockholders stockholders of the Company, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders stockholders of Company, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
(i) in favor of the adoption of the Merger Agreement, Agreement and in favor of each of the Merger and any other actions transactions contemplated by the Merger Agreement and any action required in furtherance thereofAgreement;
(ii) against approval of any proposal made in opposition to, in competition with, or would result in a breach of, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
(iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal with respect to the Company or Acquisition Transaction any of its Subsidiaries, or (F) any other action that is intended to, or would reasonably be expected to materially, materially impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those any matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record of the Shares on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 1 contract
Agreement to Vote Shares. (a) At every any meeting of the Stockholders ------------------------ shareholders of Company called to consider and vote upon the adoption of the CompanyMerger Agreement (and at any and all postponements and adjournments thereof), and at every adjournment or postponement thereof, and on every in connection with any action or approval to be taken in respect of the adoption of the Merger Agreement by written consent of the Stockholders shareholders of Company, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or each Shareholder shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act cause to be voted (including by written consent:
(i, if applicable) all of such Shareholder's Subject Shares in favor of the adoption of the Merger Agreement, Agreement and in favor of each any other matter necessary for the consummation of the other actions transactions contemplated by the Merger Agreement and considered and voted upon at such meeting or made the subject of such written consent, as applicable. At any meeting of the shareholders of Company called to consider and vote upon any Adverse Proposal (and at any and all postponements and adjournments thereof), and in connection with any action required to be taken in furtherance thereof;
(ii) against approval respect of any proposal made in opposition toAdverse Proposal by written consent of shareholders of Company, in competition witheach Shareholder shall vote or cause to be voted (including by written consent, or would result in a breach ofif applicable) all of such Shareholder's Subject Shares against such Adverse Proposal. For purposes of this Agreement, the Merger Agreement or the Merger or term "Adverse Proposal" means any other transactions contemplated by the Merger Agreement; and
(iiia) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, including without limitation a merger, consolidation, consolidation or other business combination, sale of assets, reorganization or recapitalization of or combination involving the Company or any of its Subsidiaries, (Bb) any sale, lease or transfer of all or substantially all a material amount of the assets of the Company or any of its Subsidiaries, (Cc) any reorganization, recapitalization, dissolution, dissolution or liquidation or winding up of the Company or any of its Subsidiaries, (Dd) any change in a majority of the Board of Directors of Company, (e) material change in the present capitalization of the Company or any amendment of its SubsidiariesCompany's certificate of incorporation or bylaws, or the (f) other material change in Company's corporate structure of or business; provided, however, that neither the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) Merger nor any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions transaction contemplated by the Merger AgreementAgreement to be consummated by Company or Parent in connection with the Merger shall constitute an Adverse Proposal. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person Shareholders' obligation to vote or give instructions in any manner inconsistent with cause to be voted the terms Subject Shares shall be fully satisfied by the grant of this the irrevocable proxy pursuant to Section 31.2 hereof, unless such Section shall have been judicially determined to be invalid and unenforceable.
Appears in 1 contract
Agreement to Vote Shares. (a) At Prior to the Expiration Date, at every meeting of the Stockholders stockholders of the CompanyCompany called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders stockholders of Company, the Stockholder (in the Stockholder’s capacity as such)) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the Person(s) persons appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date toas proxies pursuant to this Agreement, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
(i) in favor of the adoption of the Merger Agreement, Agreement and in favor of each the approval of the First Merger and the other actions transactions contemplated by thereby (collectively, the Merger Agreement and any action required in furtherance thereof;
“Proposed Transaction”), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, or would result in a breach ofthe Proposed Transaction, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
and (iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by extent unrelated to the Merger AgreementProposed Transaction): (A) any merger, consolidation, or business combination, sale of assets, reorganization or recapitalization of or combination involving the Company or any of its Subsidiaries, subsidiaries other than the Proposed Transaction; (B) any sale, lease lease, or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation liquidation, or winding up of the Company or any of its Subsidiaries, subsidiaries; or (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended tointended, or would could reasonably be expected expected, to materiallyresult in a breach of any covenant, representation, or warranty or any other obligation or agreement of Company under the Merger Agreement or of Stockholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage discourage, or adversely affect the Merger or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation consummation of the terms of the Merger Agreement)Proposed Transaction.
(b) In If Stockholder is the event that a meeting beneficial owner, but not the record holder, of the Stockholders Shares, Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorumin accordance with Section 3(a).
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 1 contract
Agreement to Vote Shares. (a) At Until the Expiration Date, at every meeting of the Stockholders stockholders of the CompanyReliant called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of stockholders of Reliant with respect to any of the Stockholders of Companyfollowing, the Stockholder (in shall vote the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
Shares: (i) in favor of approval of the Merger and the adoption and approval of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and this Agreement and any action required in furtherance thereof;
; (ii) in favor of approval of the Certificate Amendment; (iii) in favor of the termination of the Stockholder Arrangements; (iv) against approval of any proposal made in opposition to, or in competition with, or would result in a breach of, consummation of the Merger Agreement or and the Merger or any other transactions contemplated by the Merger Agreement; and
(iiiv) against any of the following actions (other than those actions that relate to the Merger and any other the transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company Reliant or any subsidiary of its SubsidiariesReliant with any party, (B) any sale, lease or transfer of all or substantially all any significant part of the assets of the Company Reliant or any subsidiary of its SubsidiariesReliant, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company Reliant or any subsidiary of its SubsidiariesReliant, (D) any automatic conversion of Reliant Preferred Stock, or (E) any material change in the capitalization of the Company Reliant or any subsidiary of its SubsidiariesReliant, or the corporate structure of the Company Reliant or any subsidiary of its SubsidiariesReliant; and (vi) in favor of waiving any notice that may have been or may be required relating to any reorganization of Reliant or any subsidiary of Reliant, (E) any Acquisition Proposal reclassification or Acquisition Transaction recapitalization of the capital stock of Reliant, any sale of assets, change of control or (F) acquisition of Reliant or any subsidiary of Reliant by any other action that is intended toperson, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage any consolidation or adversely affect the Merger merger of Reliant or any subsidiary of Reliant with or into any other transactions contemplated by the Merger Agreement. The person; provided, however, that nothing in this Agreement shall preclude Stockholder shall retain at all times the right from exercising full power and authority to vote its the Shares in its Stockholder’s sole discretion and without for or against any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at proposal submitted to a vote of Reliant’s stockholders to approve any time or from time to time presented for consideration Section 280G Payments. Prior to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is heldExpiration Date, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 1 contract
Samples: Support Agreement (Thermage Inc)
Agreement to Vote Shares. (a) The Stockholder agrees to vote his Shares and any New Shares (as defined in Section 6 hereof), and shall cause any holder of record of his Shares or New Shares to vote to approve the Combination and to approve and adopt the Merger Agreement.
(b) At every any meeting of the Stockholders stockholders of the CompanyCompany or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, and at every adjournment consent or postponement thereof, and on every action or other approval by written consent of the Stockholders of Companyis sought, the Stockholder shall vote (in the Stockholder’s capacity as such), or cause to the extent not voted by the Person(sbe voted) appointed under the Proxy, shall, or shall cause the holder of record on his Shares and any applicable record date to, vote all New Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
against (i) in favor of the adoption of the Merger Agreement, and in favor of each of the any merger agreement or merger (other actions contemplated by than the Merger Agreement and any action required in furtherance thereof;
(ii) against approval of any proposal made in opposition to, in competition with, or would result in a breach of, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
(iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any mergerCombination), consolidation, business combination, sale of substantial assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding winding-up of or by the Company or any other takeover proposal, including a Superior Proposal (as defined in the Merger Agreement) (collectively, "Takeover Proposal") or (ii) any amendment of the Company's certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiariessubsidiaries, (D) which amendment or other proposal or transaction would in any material change in manner impede, frustrate, prevent or nullify the capitalization of Combination, the Company Merger Agreement or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger AgreementAgreement or change in any manner the voting rights of any class of capital stock of the Company. The Stockholder shall retain at all times further agrees not to commit or agree to take any action inconsistent with the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorumforegoing.
(c) The Stockholder agrees to deliver to Richard H. Wills, Chairman, Prexxxxxx xxx Xxxxx Executive Officer of the Parent, immediately upon request therefor, a proxy substantially in the form attached hereto as Exhibit A, which proxy shall not enter into any agreement or understanding be irrevocable to the extent permitted by law (except that such proxy shall be deemed automatically revoked upon a termination of this Agreement in accordance with any Person to vote or give instructions in any manner inconsistent Section 12.4), with the terms total number of this Section 3his Shares and any New Shares correctly indicated thereon.
Appears in 1 contract
Samples: Merger Agreement (Tektronix Inc)
Agreement to Vote Shares. (a) At every meeting of the Stockholders stockholders of the Company, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders stockholders of Company, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
(i) in favor of the adoption of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof;
(ii) against approval of any proposal made in opposition to, made in competition with, or that would result in a breach of, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
(iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction with respect to the Company, or (F) any other action that is intended tointended, or would reasonably be expected expected, to materially, materially impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) of this Section 3(a) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record of the Shares on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 1 contract
Agreement to Vote Shares. (a) At Until the Expiration Date, at every meeting of the Stockholders stockholders of the CompanyCompany called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of stockholders of the Stockholders Company with respect to any of Companythe following, the each Stockholder agrees (solely in the Stockholder’s its capacity as such), to a stockholder of the extent not voted by the Person(sCompany) appointed under the Proxy, that it shall, or shall cause the its nominee holder of record on any applicable record date to, vote all the Subject Shares that are then-owned by such Stockholder and is entitled to vote at any applicable regular or act by special meeting of the stockholders of the Company or deliver a written consentconsent in respect of such Stockholder’s Subject Shares:
(ia) in favor of the (i) adoption of the Merger AgreementAgreement and approval of the Merger, and in favor of (ii) each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof;
(ii) against respect of which approval of the Company’s stockholders is requested, and (iii) any proposal made or action in opposition to, in competition with, or would result in a breach of, respect of which approval of the Company’s stockholders is requested that could reasonably be expected to facilitate the Merger Agreement or and the Merger or any other transactions contemplated by the Merger Agreement; and
(iiib) against (i) any proposal or action that would constitute a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholders under this Agreement or that reasonably would be expected to prevent, impede, frustrate, interfere with, materially delay or adversely affect the Merger or any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): , (Aii) any Acquisition Proposal or any proposal relating to an Acquisition Proposal, (iii) any stock purchase agreement or other agreement relating to a merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all a material amount of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries, Subsidiaries (Dother than the Merger Agreement) and (iv) any material change in the present capitalization or dividend policy of the Company or any of amendment or other change to the Company Charter or Bylaws; provided that the foregoing voting covenants shall apply solely to actions taken by each Stockholder in its Subsidiaries, or the corporate structure capacity as a stockholder of the Company or any Company, and solely with respect to such matters to the extent the approval of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance is required or requested of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors stockholders, and no Stockholder shall have any obligations or restrictions with respect to such matters in any other capacity or in any other context; provided further, that except as expressly set forth in Section 3(a) and Section 3(b), each Stockholder shall not be restricted from voting (provided such recommendation is not in violation or abstaining from voting) or acting by written consent with respect to any other matter presented to the stockholders of the terms Company. Prior to the Expiration Date, each Stockholder covenants it shall not enter into any understanding or agreement with any Person to vote or give instructions with respect to such Stockholder’s Subject Shares, shall not grant a proxy, consent or power of attorney with respect to such Stockholder’s Subject Shares and shall not take any action that would make any representation or warranty of such Stockholder contained in this Agreement untrue or incorrect or preventing or disabling such Stockholder from performing any of its obligations under this Agreement, in each case, in any manner inconsistent with Section 3(a) or Section 3(b). Until the Merger Agreement).
(b) In Expiration Date, in the event that a any meeting of the Stockholders stockholders of the Company is heldheld with respect to any of the matters specified in Section 3(a) above (and at every adjournment or postponement thereof), the each Stockholder covenants that it shall, or shall cause the holder of record of such Stockholder’s Subject Shares on any applicable each record date relevant to such a stockholder vote with respect to such specified matters to, appear at such meeting or otherwise cause the such Stockholder’s Subject Shares that are eligible to be voted at such stockholder meeting to be counted as present thereat for purposes of establishing a quorum.
(c. Each Stockholder agrees that the obligations of such Stockholder specified in this Section 3 shall not be affected by any Change of Board Recommendation; provided, however, in the event of a Change of Board Recommendation with respect to an Intervening Event made in compliance with the Merger Agreement, solely in connection with a vote that is subject to Section 3(a), the obligation of each Stockholder to vote its Subject Shares in the manner set forth in Section 3(a) The shall be modified such that such Stockholder shall not enter into any agreement vote (or understanding with any Person cause to vote be voted), in person or give instructions by proxy, all of such Stockholder’s Subject Shares in any a manner inconsistent with that is proportionate to the terms manner in which all Shares (other than the Shares voted by such Stockholder) which are voted in respect of this Section 3such matter, are voted.
Appears in 1 contract
Agreement to Vote Shares. (a) At every any meeting of the Stockholders shareholders of MGC held or called prior to the Companytermination of this Agreement, however called, and at every adjournment or postponement thereof, and on every action or approval by in connection with any written consent of the Stockholders shareholders of CompanyMGC, each Shareholder agrees to vote the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder Shares held of record on any applicable record date to, vote all Shares that are then-by such Shareholder or otherwise beneficially owned by such Stockholder and Shareholder that such Shareholder is entitled to vote or act by written consent:
vote: (i) in favor of the Proposed Acquisition and the approval and adoption of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and any action actions required in furtherance thereof;
; (ii) against approval of any proposal made in opposition to, in competition with, action or agreement that would result in a breach of, in any material respect of any provision of this Agreement or the Merger Agreement or the Merger or any other action or agreement that is inconsistent with or that is reasonably likely to impede, interfere with, delay, postpone or attempt to discourage the transactions contemplated by this Agreement or the Merger Agreement; and
and (iii) except as otherwise agreed to in writing by PHNS, against any of the following actions (other than those actions that relate to the Merger and Acquisition Proposal or any other transactions contemplated by action or agreement that is inconsistent with or that is reasonably likely to impede, interfere with, delay, postpone or attempt to discourage the Merger Agreement): Proposed Acquisition, including but not limited to: (A) any extraordinary corporate transaction, such as a merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or liquidation involving the Company or any of its Subsidiaries, MGC; (B) any sale, lease sale or transfer of all or substantially all a material amount of the assets of the Company or any of its Subsidiaries, MGC; (C) any reorganization, recapitalization, dissolution, liquidation change in the management of MGC or winding up of the Company or any of its Subsidiaries, MGC Board; (D) any material change in the present capitalization or dividend policy of the Company MGC; or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal other material change in MGC's corporate structure or Acquisition Transaction or (F) business. None of the Shareholders shall permit any other action shareholder of MGC that is intended to, or would reasonably be expected a controlled affiliate of such Shareholder to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person person, directly or indirectly, to vote vote, grant any proxy or give instructions with respect to the voting of the Shares of such Shareholder in any manner inconsistent with the terms of this Section 3paragraph.
Appears in 1 contract
Samples: Option and Voting Agreement (Provider Healthnet Services Inc)
Agreement to Vote Shares. (a) At every meeting of the Stockholders stockholders of the CompanyCompany called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders stockholders of Company, the Stockholder (in the Stockholder’s 's capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consentthe Shares:
(i) in favor of the adoption of the Merger AgreementAgreement (as it may be amended from time to time), and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereofAgreement;
(ii) against approval of any proposal made in opposition to, or in competition with, or would result in a breach ofconsummation of the Offer, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
(iii) against any of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, or reorganization or recapitalization of or involving the Company or any subsidiary of its Subsidiariesthe Company, (B) any sale, lease or transfer of all or substantially all any significant part of the assets of the Company or any subsidiary of its Subsidiariesthe Company, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any subsidiary of its Subsidiariesthe Company, (D) any material change in the capitalization of the Company or any subsidiary of its Subsidiariesthe Company, or the corporate structure of the Company or any subsidiary of its Subsidiariesthe Company, or (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended tointended, or would could reasonably be expected to materiallyto, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 1 contract
Agreement to Vote Shares. Except as expressly permitted under Section 5.10 of the Merger Agreement, Shareholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares to vote (or execute a written consent or consents if shareholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of Shareholders of the Company):
(a) At in favor of the Merger, the Merger Agreement and any other matter necessary for the consummation of the transactions contemplated by Merger Agreement, at every meeting (or in connection with any action by written consent) of the Stockholders shareholders of the CompanyCompany at which such matters are considered, and at every adjournment or postponement thereof, and on every action thereof or approval by written consent of the Stockholders of Company, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to other circumstances upon which their vote or act by written consent:
(i) in favor of the adoption of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof;
(ii) against approval of any proposal made in opposition to, in competition with, or would result in a breach of, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreementis sought; and
(iiib) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A1) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company Superior Proposal or any action which is a component of its Subsidiariesany Superior Proposal, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E2) any Acquisition Proposal or Acquisition Transaction or Proposal, (F3) any other action that is intended toaction, proposal, transaction or agreement which would reasonably be expected to materiallyresult in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder under this Agreement, (4) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, postponediscourage, discourage or adversely affect or inhibit the timely consummation of the Merger or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to fulfillment of the Company’s stockholders generally. For or Company Bank’s conditions under the avoidance of doubt, clauses (i), (ii) Merger Agreement and (iii5) shall not apply to votes, if any, solely on change in any manner the election or removal voting rights of directors as recommended by the Company’s Board any class of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders shares of the Company is held, (including any amendments to the Stockholder shall, articles of incorporation or shall cause bylaws of the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorumCompany).
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 1 contract
Samples: Merger Agreement (Enterprise Financial Services Corp)
Agreement to Vote Shares. (a) At Until the Expiration Date, at every meeting ------------------------- of stockholders of the Stockholders Company called with respect to any of the Companyfollowing, and at every adjournment or postponement thereof, and on every action or approval by written consent of stockholders of the Stockholders Company with respect to any of Companythe following, the Stockholder (in the Stockholder’s capacity as such)shall vote, to the extent not voted by the Person(sperson(s) appointed under the ProxyProxy (as defined in Section 4 hereof), shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:Shares: ---------
(ia) in favor of the adoption approval of the Merger and the adoption and approval of the Reorganization Agreement, and in favor of each of the other actions contemplated by the Merger Reorganization Agreement and the Proxy and any action required in furtherance thereof;
(iib) against approval of any proposal made in opposition to, or in competition with, or would result in a breach of, consummation of the Merger Agreement or and the Merger or any other transactions contemplated by the Merger Reorganization Agreement; and;
(iiic) against any of the following actions (other than those actions that relate to the Merger and any other the transactions contemplated by the Merger Reorganization Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any subsidiary of its Subsidiariesthe Company with any party, (B) any sale, lease or transfer of all or substantially all any significant part of the assets of the Company or any subsidiary of its Subsidiariesthe Company, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any subsidiary of its Subsidiariesthe Company, (D) any material change in the capitalization of the Company or any subsidiary of its Subsidiariesthe Company, or the corporate structure of the Company or any subsidiary of its Subsidiariesthe Company, or (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended tointended, or would could reasonably be expected to materiallyto, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Reorganization Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).; and
(bd) In the event in favor of waiving any notice that a meeting of the Stockholders may have been or may be required relating to any reorganization of the Company is heldor any subsidiary of the Company, any reclassification or recapitalization of the capital stock of the Company or any subsidiary of the Company, or any sale of assets, change of control, or acquisition of the Company or any subsidiary of the Company by any other person, or any consolidation or merger of the Company or any subsidiary of the Company with or into any other person. Prior to the Expiration Date, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person person to vote or give instructions in any manner inconsistent with the terms of this Section 3.. ---------
Appears in 1 contract
Agreement to Vote Shares. (a) 1.1 At every any meeting of the Stockholders stockholders of Nextera called with respect to the CompanyTransaction, the Purchase Agreement and the other transactions contemplated thereby, and at every any adjournment or postponement thereof, and on every action or approval by written with respect to any consent solicited with respect to the Transaction, the Purchase Agreement and any of the Stockholders of Companyother transactions contemplated thereby, the Stockholder Stockholders shall vote the Shares (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
(ia) in favor of the adoption approval of the Merger Transaction, the Purchase Agreement, and in favor of each of the other actions transactions contemplated by the Merger Agreement thereby and any action required matter which could reasonably be expected to facilitate the Transaction and such other transactions and (b) against (i) approval of any Acquisition Proposal (as such term is defined in furtherance thereof;
the Purchase Agreement), (ii) against approval of any proposal made in opposition to, to or in competition with, or would result in a breach of, with the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
(iii) against any consummation of the following actions (other than those actions that relate to the Merger Transaction and any other transactions contemplated by the Merger Agreement): (A) against any merger, consolidation, business combination, sale of assets, reorganization or recapitalization recapitalization, with any party other than Buyer and/or its affiliates, (iii) any amendment of the Certificate of Incorporation or By-Laws of any of the Sellers or other proposal or transaction involving any of the Company Sellers which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Transaction, the Purchase Agreement or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Purchase Agreement, or (iv) any action or agreement which would result in a breach of any representation, warranty or covenant of the Sellers or Nextera set forth in the Purchase Agreement. The Stockholder shall retain at Stockholders may vote on all times the right to vote its Shares other matters in its a manner determined in their sole discretion and without any other limitation on those matters other than those set forth in clauses ((i), (ii) and or (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses and/or (iiv), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreementa "Counter Proposal").
(b) In 1.2 The Stockholders, as the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder holders of record on or beneficial owners of voting stock of Nextera, shall be present, in person or by proxy, at all meetings of stockholders of Nextera and at any applicable record date to, appear adjournment thereof so that all Shares are counted for the purpose of determining the presence of a quorum at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) meetings. The Stockholder Stockholders shall not enter into any agreement or understanding with any Person person or entity to vote or give instructions in any manner inconsistent with the terms of this Section 31. This Agreement is intended to bind each Stockholder only with respect to the voting of the Shares as Stockholders herein, and shall not prohibit the applicable Stockholders from acting in accordance with his or her fiduciary duties as an officer or director of Nextera or Sellers.
Appears in 1 contract
Agreement to Vote Shares. (a) At every annual or special meeting of the Stockholders shareholders of the CompanyZillow, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders of Company, the Stockholder each Shareholder (in the Stockholdersuch Shareholder’s capacity as such)) agrees to, unconditionally and irrevocably, to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall to cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder Shareholder and entitled to vote or act by written consentvote:
(i) in favor of the adoption approval of the Merger Agreement, and in favor of each any other matters presented or proposed as to approval of the Mergers or any part or aspect thereof or any other actions transactions contemplated by the Merger Agreement and any action required in furtherance thereofAgreement;
(ii) against approval of any proposal made in opposition to, in competition with, or would result in a breach ofinconsistent with, the Merger Agreement or the Merger Mergers or any other transactions contemplated by the Merger Agreement; and;
(iii) against any of the following actions (other than those actions that relate to the Merger Mergers and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company Zillow or any of its Zillow Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company Zillow or any of its Zillow Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company Zillow or any of its Zillow Subsidiaries, (D) any material change in the capitalization of the Company Zillow or any of its Zillow Subsidiaries, or the corporate structure of the Company Zillow or any of its Zillow Subsidiaries, (E) any Acquisition Competing Transaction Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger Mergers or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right ;
(iv) against any action, proposal, transaction or agreement that would reasonably be expected to vote its Shares result in its sole discretion and without a breach in any respect of any covenant, representation or warranty or any other limitation on those matters other than those set forth obligation or agreement of Zillow contained in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement), or of the Shareholder contained in this Agreement; and
(v) in favor of any other matter necessary or appropriate to the consummation of the transactions contemplated by the Merger Agreement, including the Mergers.
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or No Shareholder shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 32.
Appears in 1 contract
Samples: Voting Agreement (Trulia, Inc.)
Agreement to Vote Shares. (a) At every meeting of the Stockholders shareholders of the CompanyCompany called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders shareholders of Company, the Stockholder Seller (in the StockholderSeller’s capacity as such), to the extent not voted by the Person(sperson(s) appointed under the ProxyProxy (as defined below), shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consentthe Shares:
(i) in favor of the adoption of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof;
(ii) against approval of any proposal made in opposition to, or in competition with, or would result in a breach of, consummation of any of the Merger Agreement or the Merger or any other transactions contemplated by the Merger AgreementTransactions; and
(iiiii) against any of the following actions (other than those actions that relate to are in furtherance of the Merger Transactions and any other transactions contemplated by the Merger this Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any material subsidiary of its Subsidiariesthe Company with any party, (B) any sale, lease or transfer of all or substantially all any significant part of the assets of the Company or of the assets of any subsidiary of its Subsidiariesthe Company that are material to the Company, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any material subsidiary of its Subsidiariesthe Company, (D) any material change in the capitalization of the Company or any material subsidiary of its Subsidiariesthe Company, or the corporate structure of the Company or any material subsidiary of its Subsidiariesthe Company, or (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended tointended, or would reasonably be expected to materiallyto, materially impede, interfere with, delay, postpone, discourage postpone or adversely affect the Merger Transactions or any other transactions contemplated by the Merger this Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders shareholders of the Company is held, the Stockholder Seller shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder Seller shall not enter into any agreement or understanding with any Person individual or entity to vote or give instructions in any manner inconsistent with the terms of this Section 36.5.
(d) Concurrently with the execution of this Agreement, Seller shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by law, with respect to the Shares.
(e) This Section 6.5 shall terminate on the earlier of the Closing and the termination of this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Oplink Communications Inc)
Agreement to Vote Shares. (a) At every meeting of the Stockholders stockholders of the CompanyCompany called with respect to any Takeover Proposal, Material Transaction Proposal or transaction or occurrence which if publicly proposed and offered to the Company and its stockholders (or any of them) would be the subject of a Takeover-Proposal or Material Transaction Proposal (collectively, a "Subject Proposal"), and at every adjournment or postponement thereofof any such meeting, and on every action or approval by written consent of the Stockholders stockholders of Companythe Company with respect to any Subject Proposal, CNET irrevocably agrees that it shall vote (or cause to be voted) all the Stockholder (in Subject Securities that it beneficially owns on the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by of any such Stockholder and entitled to vote or act action to ratify, approve and adopt any and all actions adopted or approved by written consent:
NBC, and against any and all actions voted against by NBC. CNET shall not commit or agree to take any action inconsistent with the foregoing. As used herein, "Material Transaction Proposal" means any inquiry, proposal or offer from any Person relating to (i) in favor the direct or indirect acquisition or purchase of 5% or more of the adoption assets (based on the fair market value thereof) of the Merger AgreementXenon 2 and its Subsidiaries, and in favor taken as a whole, or of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof;
(ii) against approval 5% or more of any proposal made in opposition to, in competition with, class of equity securities of Xenon 2 or any of its Subsidiaries or any tender offer or exchange offer (including by Xenon 2 or its Subsidiaries) that if consummated would result in a breach of, the Merger Agreement any person beneficially owning 5% or the Merger more of any class of equity securities of Xenon 2 or any other transactions contemplated by the Merger Agreement; and
of its Subsidiaries, or (iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (Aii) any merger, consolidation, business combination, sale of all or substantially all assets, reorganization recapitalization, liquidation, dissolution or recapitalization of or similar transaction involving the Company Xenon 2 or any of its Subsidiaries. As used herein, "Takeover Proposal" means any inquiry, proposal or offer from any Person relating to (A) any of the matters set forth in clause (i) of the definition of Material Transaction Proposal but replacing "5%" with "50%" each place "5%" is used in such definition, (B) any sale, lease or transfer a sale of all or substantially all of the assets of the Company Xenon 2 and its Subsidiaries or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation a merger or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.consolidation of
Appears in 1 contract
Samples: Voting and Right of First Offer Agreement (Cnet Inc /De)
Agreement to Vote Shares. (a) At Prior to the Expiration Time, at every meeting of the Stockholders stockholders of Company called with respect to any of the Companyfollowing matters, and at every adjournment or postponement thereof, and on every action or approval by written consent or resolution of the Stockholders stockholders of CompanyCompany with respect to any of the following matters, the unless otherwise directed in writing by Purchaser, Stockholder (in the Stockholder’s capacity as such)shall vote, to the extent not voted by the Person(sperson(s) appointed under the ProxyProxy (as defined in Section 3 below), shall, or shall cause the holder of record on Shares and any applicable record date to, vote all New Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
(i) in favor of approval of the adoption of the Merger AgreementAsset Purchase Agreement (or any amended version thereof) and the Asset Purchase, and (ii) in favor of each of the other actions name change contemplated by the Merger Agreement and any action required Asset Purchase Agreement, (iii) in furtherance thereof;
(ii) against approval favor of any proposal made to adjourn the meeting to solicit additional proxies in opposition to, in competition with, or would result in a breach of, favor of the Merger approval of the Asset Purchase Agreement or the Merger and (iv) against any Acquisition Proposal (including any Superior Proposal) or any other corporate action which would frustrate the purpose of or prevent or delay the consummation of the transactions contemplated by the Merger Asset Purchase Agreement; and
(iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In Notwithstanding anything to the event that contrary in this Agreement, following a meeting valid termination of the Stockholders Asset Purchase Agreement in accordance with its terms (X) pursuant to Section 11.1(b) or Section 11.1(c) or (Y) by the Purchaser pursuant to Section 11.1(f) as a result of any breach by Company of any representation, warranty or covenant (so long as no willful or intentional breach of any covenant has occurred that would permit Purchaser to terminate the Company is heldAsset Purchase Agreement), the Stockholder shallmay (i) vote (and may agree, or shall cause the holder grant proxies, to vote) any Shares and any New Shares in favor of record on any applicable record date toAcquisition Proposal that would not result in consideration to Company or to its equity holders of more than $30 million, appear at such meeting or otherwise cause and (ii) tender the Shares or any New Shares to be counted as present thereat the purchaser in any such Acquisition Proposal or enter into an agreement with any such purchaser providing for purposes of establishing a quorumsuch tender.
(c) The Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict Stockholder shall not enter into any agreement from (i) acting in Stockholder’s capacity as a director or understanding officer of Company, including in the exercise of such Stockholder’s fiduciary duties with any Person respect to vote or give instructions an Acquisition Proposal in any manner inconsistent compliance with the terms of the Asset Purchase Agreement, or (ii) subject to Section 2(e) below, voting in Stockholder’s sole discretion on any matter other than matters referred to in Section 2(a) hereof, to the extent applicable, it being understood that this Section 3Agreement shall apply to Stockholder solely in Stockholder’s capacity as a stockholder of Company.
(d) Prior to the Expiration Time, Stockholder shall not (and shall cause its partners, members, officers, directors, employees, attorneys, accountants, agents, affiliates, advisors and representatives to not), directly or indirectly, solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, an Acquisition Proposal; participate or engage in discussions or negotiations with any Person with respect to any Acquisition Proposal; or alone or with any other Person, make an Acquisition Proposal. Stockholder shall promptly inform Purchaser if it receives any inquiry or proposal relating to an Acquisition Proposal and the details thereof.
(e) Prior to the Expiration Time, Stockholder shall not take or agree to take or commit to take any action with the intent of, or for the purpose of, in each case in whole or in part, preventing or delaying the consummation of the transactions contemplated by the Asset Purchase Agreement.
Appears in 1 contract
Samples: Voting Agreement and Irrevocable Proxy (Kana Software Inc)
Agreement to Vote Shares. (a) At Until the Expiration Date, at every meeting of the Stockholders stockholders of the CompanyCompany called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of stockholders of the Stockholders Company with respect to any of Companythe following, the Stockholder (in the Stockholder’s capacity as such)shall vote, to the extent not voted by the Person(sperson(s) appointed under the ProxyProxy (as defined in Section 3 hereof), shall, or shall cause the holder of record on outstanding Shares and any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consentoutstanding New Shares:
(i) in favor of approval of the Merger, the adoption and execution and delivery by the Company of the Merger Agreement, Agreement and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof;
(ii) against approval of any proposal made in opposition to, or in competition with, or would result in a breach of, the Merger Agreement or the Merger or any other transactions contemplated by consummation of the Merger AgreementMerger; and
(iii) against any of the following actions (other than those actions that relate to the Merger and any other the transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or with any of its Subsidiariesparty, (B) any sale, lease or transfer of all or substantially all any significant part of the assets or capital stock of the Company or any of its SubsidiariesCompany, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its SubsidiariesCompany, (D) any material change in the capitalization of the Company or any of its Subsidiariesthe Company’s corporate structure, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended tointended, or would could reasonably be expected to materiallyto, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration Prior to the Company’s stockholders generally. For the avoidance of doubtExpiration Date, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person person to vote or give instructions in any manner inconsistent with the terms of this Section 32. Notwithstanding anything to the contrary herein, Stockholder shall not be required to acquire any Shares or New Shares that Stockholder has the right to acquire, including by exercise of stock options.
Appears in 1 contract
Agreement to Vote Shares. (a) At every meeting of the Stockholders stockholders of the CompanyCompany called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders stockholders of Company, the Stockholder (solely in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consentthe Shares:
(i) in favor of the adoption of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereofAgreement;
(ii) against approval of any proposal made in opposition to, or in competition with, or would result in a breach ofconsummation of the Offer, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
(iii) against any of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any subsidiary of its Subsidiariesthe Company with any party, (B) any sale, lease or transfer of all or substantially all any significant part of the assets of the Company or any subsidiary of its Subsidiariesthe Company, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any subsidiary of its Subsidiariesthe Company, (D) any material change in the capitalization of the Company or any subsidiary of its Subsidiariesthe Company, or the corporate structure of the Company or any subsidiary of its Subsidiariesthe Company, or (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended tointended, or would could reasonably be expected to materiallyto, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 1 contract
Samples: Merger Agreement (Iomega Corp)
Agreement to Vote Shares. Shareholder hereby covenants and agrees that during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 4 hereof, at any meeting (awhether annual or special and whether or not an adjourned or postponed meeting) At every meeting of the Stockholders shareholders of the Company, and at every adjournment or postponement thereofhowever called, and on every in any action or approval by written consent of the Stockholders shareholders of the Company, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or Shareholder shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
(i) in favor of the adoption of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof;
(ii) against approval of any proposal made in opposition to, in competition with, or would result in a breach of, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
(iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such the meeting or otherwise cause the any and all Shares to be counted as present thereat for purposes of establishing a quorum.
quorum and vote (cor cause to be voted), or give his, her or its consent with respect to, any and all Shares: (i) The Stockholder shall in favor of the Company Shareholder Proposal (which includes approval of the Merger and the Merger Agreement); and (ii) against any of the following (or any agreement to enter into, effect, facilitate or support any of the following): (A) any Acquisition Proposal (other than the Merger); (B) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company; or (C) any amendment of the Company’s Articles of Incorporation or Bylaws or any other proposal or transaction involving the Company, the purpose of which amendment or other proposal or transaction is to delay, prevent or nullify the Merger or the transaction contemplated by the Merger Agreement or change in any manner the voting rights of any capital stock of the Company (collectively, “Frustrating Transactions”). Shareholder further agrees not to enter into any agreement or understanding with any Person to person or entity the effect of which would be inconsistent with or violative of any provision contained in this Section 1.2. Any vote or give instructions consent (or withholding of consent) by the Shareholder that is not in accordance with this Section 1.2 shall be considered null and void, and the provisions of Section 1.3 shall be deemed to take immediate effect. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall be construed to limit or restrict Shareholder from acting in his or her capacity as a director of the Company or voting in Shareholder’s sole discretion on any manner inconsistent with matter other than those matters referred to in the terms first sentence of this Section 31.2.
Appears in 1 contract
Samples: Voting Agreement (Ev3 Inc.)
Agreement to Vote Shares. Except as expressly permitted under Section 5.5 of the Exchange Agreement, Shareholder agrees during the period from and including the date hereof through and including the date on which this Agreement is terminated in accordance with its terms (athe “Voting Period”) At to vote the Shares, and to cause any holder of record of Shares to vote (in person or by proxy), or execute a written consent or consents if shareholders of the Purchaser are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of Shareholders of the Purchaser: (i) in favor of the Exchange Agreement, the Ancillary Documents, the Transactions and any actions required in furtherance thereof, at every meeting (or in connection with any action by written consent) of the Stockholders shareholders of the Company, Purchaser at which such matters are considered and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders of Company, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
(i) in favor of the adoption of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof;
; (ii) against approval of (1) any proposal made Acquisition Proposal (as defined in opposition tothe Exchange Agreement), in competition with(2) any action, proposal, transaction or would agreement which could reasonably be expected to result in a breach ofof any covenant, the Merger Agreement representation or the Merger warranty or any other transactions contemplated by the Merger Agreement; and
(iii) against any obligation or agreement of the following actions Purchaser under the Exchange Agreement or of Shareholder under this Agreement, and (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A3) any mergeraction, consolidationproposal, business combination, sale of assets, reorganization transaction or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action agreement that is intended to, or would could reasonably be expected to materially, impede, interfere with, delay, postponediscourage, discourage or adversely affect or inhibit the Merger or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation timely consummation of the terms Transactions or the fulfillment of the Merger Agreement).
(b) In Purchaser’s conditions under the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, Exchange Agreement or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions change in any manner inconsistent the voting rights of any class of shares of the Purchaser. Notwithstanding any other provision of this Agreement, nothing in this Agreement shall preclude the Shareholder from voting for a Superior Proposal (and, in that circumstance, against the Transactions and the Exchange Agreement) in accordance with the terms of this Section 35.5 of the Exchange Agreement.
Appears in 1 contract
Samples: Share Exchange Agreement (Lm Funding America, Inc.)
Agreement to Vote Shares. (a) At Until the Expiration Date, at the comScore Stockholder Meeting and at every other stockholder meeting of comScore called to consider the Stockholders of the CompanycomScore Voting Proposal, and at every postponement or adjournment or postponement thereof, and on every action or approval by written consent of comScore Stockholders with respect to any of the Stockholders of Companyfollowing, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all outstanding Shares that are then-owned by such Stockholder and entitled to vote or act by written consentany outstanding New Shares:
(i) in favor of the adoption of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and any action required reasonably requested by Rentrak in furtherance thereofof the foregoing, including any proposal to adjourn or postpone any meeting of the stockholders of comScore at which the adoption of the Merger Agreement is submitted for the consideration and vote of the stockholders of comScore to a later date if there are not proxies representing a sufficient number of shares of comScore Common Stock to approve such matters on the date on which the meeting is held;
(ii) against approval any action or agreement that would reasonably be expected to result in (i) a breach of any proposal made covenant, representation or warranty or any other obligation or agreement of comScore contained in opposition to, in competition withthe Merger Agreement, or would result of any Stockholder contained in a breach ofthis Agreement, or (ii) any of the -1- conditions set forth in Section 2.2 of the Merger Agreement not being satisfied on or before the Merger or any other transactions contemplated by the Merger Agreement; andInitial Termination Date;
(iii) against any of the following actions Acquisition Proposal made by any Person (other than those actions that relate to the Merger Rentrak) and any Acquisition Transaction proposed by any Person (other transactions contemplated by the Merger Agreement): than Rentrak); and
(Aiv) against any mergerother action, consolidation, business combination, sale of assets, reorganization agreement or recapitalization of or transaction involving the Company comScore or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action comScore Subsidiaries that is intended tointended, or would reasonably be expected expected, to materially, impede, interfere with, delay, postpone, discourage or adversely affect or prevent the consummation of the Merger or any the other material transactions contemplated by the Merger Agreement or this Agreement or the performance by comScore of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement. The Stockholder shall retain at all times , including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving comScore or the right to vote its Shares in its sole discretion and without any other limitation on those matters comScore Subsidiaries (other than those set forth in clauses (ithe Merger), (iiy) and (iii) that are at a sale, lease or transfer of a material amount of assets of comScore or any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms comScore Subsidiaries or any reorganization, recapitalization or liquidation of comScore or any of its Subsidiaries or (z) any change in the Merger Agreement)present capitalization of comScore or any amendment or other change to its certificate of incorporation or bylaws.
(b) In Prior to the event that a meeting of the Stockholders of the Company is heldExpiration Date, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person person to vote or give instructions in any manner inconsistent with the terms of this Section 32.
Appears in 1 contract
Samples: Support Agreement (Comscore, Inc.)
Agreement to Vote Shares. 3.1 The Shareholder shall exercise or, where applicable, procure the exercise of, all voting rights attaching to the Shares on any resolution (awhether or not amended and whether put on a show of hands or a poll) At every which is proposed at any general meeting of the Stockholders of the Company, and at every Parent (including any adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders of Company, the Stockholder (in the Stockholder’s capacity as such), ) to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consentvote:
(iA) in favor favour of the adoption of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereofResolution;
(iiB) against approval of any proposal made in opposition to, to or in competition withwith the Resolution, or which would result in a breach of, the Amended Merger Agreement or the Merger or any other transactions contemplated by the Amended Merger Agreement; and
(iiiC) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Amended Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company Parent or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company Parent or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company Parent or any of its Subsidiaries, (D) any material change in the capitalization of the Company Parent or any of its Subsidiaries, or the corporate structure of the Company Parent or any of its Subsidiaries, (E) any Acquisition Takeover Proposal or Acquisition Transaction with respect to the Parent, or (F) any other action that is intended tointended, or would reasonably be expected to materiallyto, materially impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Amended Merger Agreement. .
3.2 The Stockholder Shareholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) clause 3.1 that are at any time or from time to time presented for consideration to the CompanyParent’s stockholders shareholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) 3.3 In the event that a meeting of the Stockholders shareholders of the Company Parent is held, the Stockholder Shareholder shall, or shall cause the holder of record of the Shares on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 1 contract
Agreement to Vote Shares. (a) Shareholder hereby agrees to appear, or cause the holder of record on any applicable record date to appear, for the purpose of obtaining a quorum at any annual or special meeting of shareholders of Parent and at any adjournment thereof at which matters relating to the Merger, the Merger Agreement or any transaction contemplated thereby are considered. At every meeting of the Stockholders shareholders of the CompanyParent, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders shareholders of CompanyParent, the Stockholder Shareholder (in the Stockholder’s his or her capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shallshall vote, or shall cause the holder of record on any applicable record date toShares to be voted, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent:
(i) in favor of the approval and adoption of the Merger Agreement, Agreement and the approval of the Merger and in favor of each of the other actions action contemplated by the Merger Agreement and any action required in furtherance hereof or thereof;.
(iib) against At every meeting of the shareholders of Parent, and at every adjournment thereof and on every action or approval by written consent of any proposal made in opposition to, in competition withthe shareholders of Parent Shareholder shall vote, or would result in a breach ofcause the Shares to be voted, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
against (iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (Ai) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, by Parent or (Dii) any material change in the capitalization amendment of the Company Certificate of Incorporation or by-laws of Parent or other proposal or transaction involving Parent, which amendment or other proposal or transaction would in any of its Subsidiariesmanner impede, frustrate, prevent or the corporate structure nullify any material provision of the Company or any of its SubsidiariesMerger Agreement, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions transaction contemplated by the Merger Agreement. The Stockholder shall retain at all times Agreement or change in any manner the right to vote its Shares in its sole discretion and without voting rights of any other limitation on those class of Parent's capital stock (such matters other than those set forth specified in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (iii), together with the matters specified in the second sentence of clause (ii) and (iii) a), the "Designated Matters"). Shareholder shall not apply commit or agree to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on take any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner action inconsistent with the terms of this Section 3foregoing.
Appears in 1 contract
Agreement to Vote Shares. (a) At Prior to the Expiration Date, at every meeting of the Stockholders of the CompanyCompany Stockholders, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders of CompanyCompany Stockholders, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consentthe Shares:
(i) in favor of the adoption of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof;
(ii) against approval of any proposal made in opposition to, in competition with, or would result in a breach of, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
(iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all any significant part of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, or (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended tointended, or would could reasonably be expected to materiallyto, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Company Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
(d) Notwithstanding the foregoing, Stockholder shall remain free to vote in favor of or against any matter not covered by this Section 3, but only to the extent that such vote would not reasonably be expected to compete with, interfere with, impede, delay or nullify the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement.
(e) Within two Business Days following the mailing of a notice from the Company for any meeting of the Company Stockholders at which a vote on any of the matters described in Section 3(a) will be held (and, in any event, prior to the Record Date), the Stockholder shall exercise each Company Option then Beneficially Owned by such Stockholder in accordance with the terms of the Company Stock Option Plan. Within two Business Days following the mailing of a notice from the Company for any meeting of the Company Stockholders at which a vote on any of the matters described in Section 3(a) will be held (and, in any event, prior to the Record Date), the Stockholder shall convert each Company Warrant then Beneficially Owned by such Stockholder into shares of Company Capital Stock in accordance with the applicable warrant agreement. From the date of this Agreement until the Termination Date, the Stockholder shall not exercise or convert any Company Options or Company Warrants pursuant to any cashless or net exercise provisions that may be applicable to such Company Options or Company Warrants (including for the avoidance of debt, Company Options or Company Warrants converted or exercised to satisfy the Stockholder’s obligations pursuant to the previous two sentences).
Appears in 1 contract
Agreement to Vote Shares. (a) At every meeting of the Stockholders stockholders of the CompanyCompany called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders stockholders of Company, the Stockholder (solely in the Stockholder’s 's capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consentthe Shares:
(i) in favor of the adoption of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereofAgreement;
(ii) against approval of any proposal made in opposition to, or in competition with, or would result in a breach ofconsummation of the Offer, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and
(iii) against any of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any subsidiary of its Subsidiariesthe Company with any party, (B) any sale, lease or transfer of all or substantially all any significant part of the assets of the Company or any subsidiary of its Subsidiariesthe Company, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any subsidiary of its Subsidiariesthe Company, (D) any material change in the capitalization of the Company or any subsidiary of its Subsidiariesthe Company, or the corporate structure of the Company or any subsidiary of its Subsidiariesthe Company, or (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended tointended, or would could reasonably be expected to materiallyto, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement).
(b) In the event that a meeting of the Stockholders stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.
(c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.
Appears in 1 contract
