Agreement to Vote Subject Securities. The Shareholder covenants and agrees that, at any meeting of securityholders of PNI called for the purpose of approving the Proposed Transaction, the Arrangement Agreement and the related transactions, the Shareholder shall (or cause the holder of record to, if the Shareholder is the beneficial owner but not the holder of record of the Subject Securities) vote all of the Subject Securities: (a) in favour of the approval of the Proposed Transaction, the Arrangement Agreement and any actions required in furtherance of the actions contemplated thereby; and (b) to oppose any proposed action by PNI or any other party, the result of which could impede, interfere with or delay Staples from completing the Proposed Transaction. The Shareholder will not, and will not permit any entity under its Control (as defined in the BCA), to, deposit any of the Subject Securities into a voting trust or subject any of the Subject Securities to any arrangement or agreement with respect to the voting of such securities, other than pursuant to this Agreement. The Shareholder hereby waives and agrees in favour of PNI not to exercise any rights of appraisal or rights of dissent that the Shareholder may have arising from the Proposed Transaction.
Agreement to Vote Subject Securities. Prior to the Termination Date (as defined in Section 6), at every meeting of the stockholders of NRT and/or the unitholders of MLP 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 of NRT with respect to any of the following, Stockholder shall vote or cause to be voted the Subject Securities: (a) in favor of approval and adoption of (i) the Merger Agreement including, without limitation, the Exchange Ratio (as defined therein), (ii) the Merger, (iii) the Second Amended and Restated Agreement of Limited Partnership of the Lexington Master Limited Partnership (formerly know as The Newkirk Master Limited Partnership), and (iv) any other matter contxxxxxxxd under the Merger Agreement or that could reasonably be expected to facilitate the Merger that is put to a vote of the NRT Stockholders or holders of the NRT OP Units; (b) against any NRT Acquisition Proposal, other than in connection with the Merger, between NRT and any Person other than the Company; and (c) against any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of NRT under the Merger Agreement or which would result in any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled.
Agreement to Vote Subject Securities. (a) You hereby covenant, undertake and agree that you will:
Agreement to Vote Subject Securities a. Each Company Stockholder shall during the term of this Agreement, vote or cause to be voted, to the extent applicable and permissible, the Company Common Stock that he, she or it Beneficially Owns, and shall duly execute, and become party to, an irrevocable written consent or consents of stockholders of the Company if such stockholders are requested to vote their shares through the execution of an action by written consent: (i) in favor of the Merger Agreement and the Transactions, including the Merger, the Second Amended and Restated Certificate of Incorporation of the Company and the Second Amended and Restated Bylaws of the Company and the issuance of shares of Company Common Stock and all stockholder approvals required by the rules of Nasdaq with respect to the issuance of shares of Company Common Stock and the adoption of the Company Equity Compensation Plan and the adjournment of the Company Stockholders’ Meeting, in each case, at every meeting (or in connection with any request for action by written consent) of the stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof; and (ii) against (A) any proposal or offer from any Person (other than Holdings or any of its Affiliates) concerning (1) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company or any of its Subsidiaries (each, a “Company Entity”), (2) the issuance or acquisition of shares of capital stock or other equity securities of any Company Entity, or (3) the sale, lease, exchange or other disposition of any significant portion of any Company Entity’s properties or assets; (B) any action, proposal, transaction or agreement which would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or the Merger Sub under the Merger Agreement; and (C) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of the Company’s or the Merger Sub’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of the Company (including any amendments to the Company’s certificate of incorporation or bylaws other than in connection with the Merger).
Agreement to Vote Subject Securities. From the period commencing with the execution and delivery of this Agreement and continuing until the Termination Date, at every meeting of the stockholders of the Company 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 of the Company with respect to any of the following, Stockholder shall vote or cause to be voted the Subject Securities:
Agreement to Vote Subject Securities. Prior to the Termination Date, at every meeting of the stockholders of the Company 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 of the Company with respect to any of the following, the Stockholder shall vote or cause to be voted the Subject Securities: (a) in favor of (i) adoption of the Merger Agreement and (ii) any other matter contemplated under the Merger Agreement or that could reasonably be expected to facilitate the Merger that is put to a vote of the stockholders of the Company and (b) against any proposal for any Company Acquisition Proposal (as defined in the Merger Agreement) other than the Merger, between the Company and any person or entity (other than Parent and Merger Sub) and (c) against any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which would result in any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled or which would reasonably be expected to prevent, impede, frustrate, interfere with, delay, postpone or adversely affect the Merger and the other transactions contemplated by the Merger Agreement.
Agreement to Vote Subject Securities. (a) The Securityholder hereby agrees that at any meeting of the Vendor’s shareholders, however called, for the purpose of approving the Sale, among other things, the Securityholder shall (or cause the holder of record to, if the Securityholder is the beneficial owner but not the holder of record of the Subject Securities):
Agreement to Vote Subject Securities. Prior to the Termination Date, at every meeting of the stockholders of the Company 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 of the Company with respect to any of the following, the Stockholder shall vote or cause to be voted the Subject Securities: (a) in favor of approval and adoption of (i) the Merger Agreement including, without limitation, the Merger Consideration, (ii) the Merger, and (iii) any other matter contemplated under the Merger Agreement or that could reasonably be expected to facilitate the Merger that is put to a vote of the stockholders of the Company; (b) in the event that the Company receives a Superior Offer prior to obtaining the Required Stockholder Vote in connection with the Merger Agreement and the Merger, in favor of such Superior Offer if recommended to the holders of the Company Common Stock by action of the Company Board or a duly constituted committee thereof ("Board Action") and, as recommended by Board Action, any other matter with respect to such Superior Offer that is put to a vote of the stockholders of the Company; and (c) other than in connection with a Superior Offer recommended to the stockholders of the Company by Board Action, against any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which would result in any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled or which would reasonably be expected to prevent, impede, frustrate, interfere with, delay, postpone or adversely affect the Merger and the other transactions contemplated by the Merger Agreement.
Agreement to Vote Subject Securities. (a) The Shareholder hereby covenants, undertakes and agrees that it shall:
Agreement to Vote Subject Securities
