Agreement to Vote Subject Shares. During the Applicable Period, at any meeting of the stockholders of the Company, however called, or at any postponement or adjournment thereof, or in any other circumstance upon which a vote or other approval of all or some of the stockholders of the Company is sought, such Stockholder shall, and shall cause any holder of record of its Subject Shares on any applicable record date to, vote: (i) in favor of adoption of the Merger Agreement and approval of any other matter that is required to be approved by the stockholders of the Company in order to effect the Merger; (ii) against any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale or transfer of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries that is prohibited by the Merger Agreement (unless, in each case, such transaction is approved in writing by Parent) or any Acquisition Proposal with respect to the Company; and (iii) against any amendment of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the transactions contemplated by the Merger Agreement or change in any manner the voting rights of any outstanding class of capital stock of the Company. During the Applicable Period, such Stockholder (and/or its Controlling Entities) shall retain at all times the right to vote all of its Subject Shares in such Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. During the Applicable Period, in the event that any meeting of the stockholders of the Company is held, such Stockholder shall (or shall cause the holder of record on any applicable record date to) appear at such meeting or otherwise cause all of its Subject Shares to be counted as present thereat for purposes of establishing a quorum. During the Applicable Period, such Stockholder further agrees not to commit or agree, and to cause any record holder of its Subject Shares not to commit or agree, to take any action inconsistent with the foregoing during the Applicable Period....
Agreement to Vote Subject Shares. From the date hereof until this Agreement is terminated pursuant to Section 6.03, at any meeting of the stockholders of the Company called to consider and vote upon the adoption of the Merger Agreement (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of the adoption of the Merger Agreement by written consent of stockholders of the Company, each Stockholder will vote or cause to be voted (including by written consent, if applicable) all of such Stockholder's Subject Shares which it has the right to vote in favor of the adoption of the Merger Agreement and in favor of any other matter necessary for the consummation of the transactions contemplated by the Merger Agreement that is considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. At any meeting of the stockholders of the 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 to be taken in respect of any Adverse Proposal by written consent of stockholders of the Company, each Stockholder will vote or cause to be voted (including by written consent, if applicable) all of such Stockholder's Subject Shares which it has the right to vote against the adoption of such Adverse Proposal except to the extent that any Stockholder is appointed to act for management of the Company under proxy of the stockholders at any meeting thereof.
Agreement to Vote Subject Shares. (a) At every meeting of the shareholders of Contango, however called, and at every adjournment or postponement thereof (each, a “Meeting”), and on every action or approval by written consent of the shareholders of Contango, Xxxx agrees, unconditionally and irrevocably, to the extent not voted by the Person(s) named (or otherwise appointed in the manner set forth in) in any proxy statement or information statement, as applicable, or to cause the holder of record on any applicable record date to, vote (or cause to be voted) all Subject Shares that are then beneficially owned by Xxxx and entitled to vote or act by written consent:
(i) in favor of the approval of the Amendment Proposal, and in favor of any other matters presented or proposed as to approval of the Amendment Proposal;
(ii) in favor of the approval of the Conversion Proposal, and in favor of any other matters presented or proposed as to approval of the Conversion Proposal;
(iii) in favor of the approval of any proposal to adjourn or postpone the Meeting to a later date, if there are not sufficient votes for the approval of the Proposals on the date on which such Meeting is held;
Agreement to Vote Subject Shares. At any meeting (including any and all postponements and adjournments thereof) of the stockholders of MeriStar (a "MeriStar Stockholders Meeting") called to consider and vote upon the approval of the Merger, the Merger Agreement and the transactions contemplated thereby (the "Proposals"), and in connection with any action to be taken in respect of the Proposals by written consent of the stockholders of MeriStar, each Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of such Stockholder's Subject Shares in favor of the Proposals and any other matter necessary for the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon at any such meeting. At any meeting (and at any and all postponements and adjournments thereof) of the stockholders of MeriStar (an "Adverse Meeting") called to consider and vote upon any Adverse Proposal (as defined below), and in connection with any action to be taken in respect of any Adverse Proposal by written consent of stockholders of MeriStar, each Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of such Stockholder's Subject Shares against such Adverse Proposal. For purposes of this Agreement, the term "Adverse Proposal" means any (a) proposal or action that would reasonably be expected to result in a breach of any covenant, representation or warranty of MeriStar set forth in the Merger Agreement or (b) proposal or action that is intended or would reasonably be expected to impede, interfere with, delay or materially and adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement.
Agreement to Vote Subject Shares. Without limiting Stockholder’s right to vote the Subject Shares in its sole discretion on any unrelated matters that may be submitted to a vote, consent or other approval (including by written consent) of the stockholders of the Company (so long as such matters are not otherwise contrary to Stockholder’s agreement to vote the Subject Shares in the manner set forth in this Section 1), Stockholder agrees that, during the term of this Agreement, at any meeting of the stockholders of the Company, however called, or in connection with any written consent of the stockholders of the Company, Stockholder shall vote (or cause to be voted) the Subject Shares (i) in favor of the Merger, the adoption of the Merger Agreement and each other action contemplated by the Merger Agreement and any actions required in furtherance hereof or thereof and (ii) against the adoption of an Adverse Proposal. For purposes of this Agreement, the term “Adverse Proposal” means (a) any Company Takeover Proposal, or (b) the following actions (other than the Merger and the other transactions contemplated by the Merger Agreement): (1) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company; (2) a sale, lease or other similar transfer of all or substantially all of the assets of the Company, or a reorganization, recapitalization, dissolution or liquidation of the Company; or (3) any other action that in any way serves to materially interfere with, postpone, prevent or materially and adversely affect the Merger and the other transactions contemplated by this Agreement and the Merger Agreement.
Agreement to Vote Subject Shares. (a) At every meeting of the stockholders of the Company called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Company, each Stockholder (solely in such Stockholder's capacity as such) shall vote such Stockholder's Subject Shares to the extent such Subject Shares are entitled to be voted, and to cause any holder of record of such Subject Shares to be voted:
(i) in favor of the adoption of the Merger Agreement;
(ii) against approval of any proposal made in opposition to, or in competition with, the 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 pursuant to the Merger): (A) any Acquisition Transaction; (B) any other action that is intended, or would reasonably be expected, to impede, interfere with, delay or adversely affect or inhibit the timely consummation of the Merger, the fulfillment of Parent's, the Company's, Merger Sub or Merger LLC's conditions under the Merger Agreement; (C) any action that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, this Agreement or contemplated by the Merger Agreement in pursuit of the Merger; and (D) any change in any manner of the voting rights of any class of share of the Company.
(b) In the event that a meeting of the stockholders of the Company is held, and at every adjournment or postponement thereof, each Stockholder shall cause such Stockholder's Subject Shares, to the extent applicable, to be counted as present thereat for purposes of establishing a quorum.
(c) Each 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.
Agreement to Vote Subject Shares. At every meeting of the stockholders of the Company with respect to any of the following, and at every adjournment thereof, the Stockholder shall vote the Subject Shares (i) in favor of approval of the Offering and any matter that could reasonably be expected to facilitate the Offering and (ii) against approval of any proposal made in opposition to or competition with the consummation of the Offering or which would prevent or delay the consummation of the Offering (each of the foregoing is hereinafter referred to as an “Opposing Proposal”). The Stockholder agrees not to take any actions contrary to the Stockholder’s obligations under this Agreement.
Agreement to Vote Subject Shares. At every meeting of the -------------------------------- stockholders of the Company called with respect to any of the following, and at every adjournment 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 the Subject Shares: (i) in favor of approval of the Acquisition Agreement and the Merger and any matter that could reasonably be expected to facilitate the Merger; and (ii) against approval of any proposal made in opposition to or competition with consummation of the Merger and against any merger, consolidation, sale of assets, reorganization or recapitalization, with any party other than with Parametric and its affiliates, and against any liquidation or winding up of the Company (each of the foregoing is hereinafter referred to as an "Opposing Proposal"). Stockholder agrees not to take any actions contrary to Stockholder's obligations under this Agreement.
Agreement to Vote Subject Shares. At any meeting of the shareholders of Starwood called to consider and vote upon the approval of the Advisor Transaction or the Merger or adoption of the Advisor Transaction Agreement or the Merger Agreement or the issuance of Starwood Shares to the shareholders of Company pursuant to the Merger or to the Shareholders, the stockholders of STW Holdings I, Inc., a Delaware corporation ("Advisor"), the members of Starwood Capital Group, L.L.C., a Delaware limited liability company ("SCG") and/or SCG pursuant to the Advisor Transaction (including any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of the adoption of the Advisor Transaction Agreement or the Merger Agreement or approval of the issuance of Starwood Shares to the shareholders of the Company pursuant to the Merger or to the Shareholders, the stockholders of Advisor, the members of SCG and/or SCG pursuant to the Advisor Transaction by written consent of the shareholders of Starwood, each Shareholder shall vote or cause to be voted (including by written consent, if applicable) all of such Shareholder's Subject Shares in favor of the approval and adoption of the Advisor Transaction Agreement, the Merger Agreement and the issuance of Starwood Shares to the shareholders of Company pursuant to the Merger and to the Shareholders, the stockholders of Advisor, the members of SCG and/or SCG pursuant to the Advisor Transaction and in favor of any other matter necessary for the consummation of the transactions contemplated by the Advisor Transaction Agreement and the Merger Agreement and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. At any meeting of the shareholders of Starwood called to consider and vote upon any Adverse Proposal (as defined below) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Adverse Proposal by written consent of shareholders of Starwood, each Shareholder shall vote or cause to be voted (including by written consent, if applicable) all of such Shareholder's Subject Shares against such Adverse Proposal. For purposes of this Agreement, the term "Adverse Proposal" means any (a) proposal or action that would reasonably be expected to result in a breach of any covenant, representation or warranty of Starwood set forth in the Advisor Transaction Agreement or the Merger Agreement or (b) proposal or a...
Agreement to Vote Subject Shares. At every meeting of the stockholders of the Company with respect to any of the following, and at every adjournment thereof, the Stockholder shall vote the Subject Shares (i) in favor of approval of the Second Warrant Issuance and the removal of the Ownership Limitations and any matter that is directly connected to approving the Second Warrant Issuance and the removal of the Ownership Limitations and (ii) against approval of any proposal made in opposition to the consummation of the Second Warrant Issuance or the removal of the Ownership Limitations or which is directly connected to a proposal to prevent or materially delay the consummation of the Second Warrant Issuance or the removal of the Ownership Limitations (each of the foregoing is hereinafter referred to as an “Opposing Proposal”). The Stockholder agrees not to take any actions contrary to the Stockholder’s obligations under this Agreement.
