Common use of Agreement to Vote Subject Shares and Take Certain Other Action Clause in Contracts

Agreement to Vote Subject Shares and Take Certain Other Action. 2.1. Prior to the Expiration Date, at every meeting of the stockholders of the Company, however called, at which any of the following matters is considered or voted upon, and at every adjournment or postponement thereof, each Stockholder shall vote or cause to be voted its Subject Shares: (a) in favor of adoption of the Merger Agreement and the transactions contemplated thereby; (b) against approval of any proposal made in opposition to or competition with consummation of the Merger; (c) against any Acquisition Proposal from any party other than Parent or an Affiliate of Parent; (d) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, sale or transfer of a material amount of the assets or securities of the Company or any of its Subsidiaries (other than in connection with the Merger); (e) against any amendment of the Company’s Certificate of Incorporation or By-laws; and (f) against any dissolution, liquidation or winding up of the Company. 2.2. Prior to the Expiration Date, each Stockholder, as the holder of the Subject Shares set forth opposite its name on Exhibit A hereto, shall be present, in person or by proxy, or, using Stockholder’s best efforts and to the full extent legally permitted, attempt to cause the holder of record to be present, in person or by proxy, at all meetings of stockholders of the Company at which the matters referred to in Section 2.1 is to be voted upon so that all Subject Shares are counted for the purposes of determining the presence of a quorum at such meetings. 2.3. Between the date of this Agreement and the Expiration Date, each Stockholder agrees not to, and will not permit any entity under such Stockholder’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 (as defined below) or (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 13(d) of the Exchange Act) with respect to any voting securities of the Company with respect to an Opposing Proposal. For purposes of this Agreement, the term “Opposing Proposal” means any of the actions or proposals described in clauses (b) through (e) of Section 2.1, along with any proposal or action which would, or could reasonably be expected to, impede, frustrate, prevent, prohibit or discourage any of the transactions contemplated by the Merger Agreement; provided, however, that notwithstanding anything to the contrary contained herein, at any time prior to the Expiration Date, each Stockholder and its Representatives shall be permitted to participate in any discussions or negotiations with any Person regarding an Opposing Proposal to the extent that (x) such Stockholder’s participation is requested by the Company, and (y) such discussions or negotiations, if conducted by the Company, would then be permitted under the terms of the Merger Agreement.

Agreement to Vote Subject Shares and Take Certain Other Action. 2.1. Prior to the Expiration Date, at every meeting of the stockholders of the Company, however called, at which any of the following matters is considered or voted upon, and at every adjournment or postponement thereof, each and on every action or approval by written consent of the stockholders of the Company with respect to any of the following matters, Stockholder shall vote or give written consent or, using Stockholder’s reasonable best efforts, and to the full extent legally permitted, cause the holder of record to be voted its vote or give written consent with respect to the Subject Shares: (a) in favor of adoption of the Merger Agreement and the transactions contemplated thereby; (b) against approval of any proposal made in opposition to or competition with consummation of the MergerMerger and the Merger Agreement; (c) against any Acquisition Proposal from any party other than Parent or an Affiliate affiliate of ParentParent as contemplated by the Merger Agreement; (d) against any extraordinary corporate transaction (other than proposal that is intended to, or is reasonably likely to, result in the Merger), such as a merger, consolidation, business combination, tender conditions of Parent’s or exchange offer, reorganization, recapitalization, sale or transfer of a material amount of Merger Sub’s obligations under the assets or securities of the Company or any of its Subsidiaries (other than in connection with the Merger)Merger Agreement not being fulfilled; (e) against any amendment of the Company’s Certificate of Incorporation or By-lawslaws that is not requested or expressly approved by Parent; and (f) against any dissolution, liquidation or winding up of the Company. 2.2. Prior to the Expiration Date, each Stockholder, as the holder of voting stock of the Subject Shares set forth opposite its name on Exhibit A heretoCompany, shall be present, in person or by proxy, or, using Stockholder’s reasonable best efforts and to the full extent legally permitted, attempt to cause the holder of record to be present, in person or by proxy, at all meetings of stockholders of the Company at which the matters referred to in Section 2.1 is to be voted upon so that all Subject Shares are counted for the purposes of determining the presence of a quorum at such meetings. 2.3. Between the date of this Agreement and the Expiration Date, each Stockholder agrees not towill not, and will not permit any entity under such Stockholder’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 (as defined below) or ), (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 13(d) of the Exchange Act) with respect to any voting securities of the Company with respect to an Opposing Proposal. For purposes of this Agreement, the term “Opposing Proposal” means any of the actions or proposals described in clauses (b) through (ef) of Section 2.1, along with any proposal or action which would, or could reasonably be expected to, impede, frustrate, prevent, prohibit or discourage any of the transactions contemplated by the Merger Agreement; provided, however, that notwithstanding anything to the contrary contained herein, at any time prior to the Expiration Date, each Stockholder and its Representatives shall be permitted to participate in any discussions or negotiations with any Person regarding an Opposing Proposal to the extent that (x) such Stockholder’s participation is requested by the Company, and (y) such discussions or negotiations, if conducted by the Company, would then be permitted under the terms of the Merger Agreement.

Agreement to Vote Subject Shares and Take Certain Other Action. 2.1. Prior to the Expiration Date, at every meeting of the stockholders of the Company, however called, at which any of the following matters is considered or voted upon, and at every adjournment or postponement thereof, each Stockholder and on every action or approval by written consent of the stockholders of the Company with respect to any of the following matters, Stockholder, solely in Stockholder’s capacity as a stockholder of the Company and not in Stockholder’s capacity as a director of the Company, shall vote or give written consent, or use Stockholder’s commercially reasonable efforts to cause the holder of record to be voted its vote or give written consent, with respect to the Subject Shares: (a) in favor of adoption of the Merger Agreement and the transactions contemplated thereby; (b) against approval of any proposal made in opposition to or competition with consummation of the MergerMerger and the Merger Agreement; (c) against any Acquisition Proposal from any party other than Parent or an Affiliate of ParentParent as contemplated by the Merger Agreement; (d) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, sale or transfer of a material amount of the assets or securities amendment of the Company or any of its Subsidiaries (other than in connection with the Merger); (e) against any amendment of the Company’s Certificate of Incorporation or the Company By-laws, but only if such amendment is not permitted under the terms of the Merger Agreement; and (fe) against any dissolution, liquidation or winding up of the CompanyCompany not consented to by Parent in accordance with Section 6.1 of the Merger Agreement. 2.2. Prior to the Expiration Date, each Stockholder, as the holder of the Subject Shares set forth opposite its name on Exhibit A hereto, Stockholder shall be present, in person or by proxyproxy (including the proxy contemplated in Section 3 hereof), or, using if Stockholder is not the holder of record of all Subject Shares, shall use Stockholder’s best commercially reasonable efforts and to the full extent legally permitted, attempt to cause the holder of record to be present, in person or by proxyproxy (including the proxy contemplated in Section 3 hereof), at all meetings of stockholders of the Company at which any of the matters referred to in Section 2.1 hereof is to be voted upon so that all Subject Shares are counted for the purposes of determining the presence of a quorum at such meetings. 2.3. Between the date of this Agreement and the Expiration Date, each Stockholder agrees not towill not, and will not permit any entity under such Stockholder’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 (as defined below) or ), (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 13(d) of the Exchange Act) with respect to any voting securities of the Company with respect to an Opposing Proposal. For purposes of this Agreement, the term “Opposing Proposal” means any of the actions or proposals described in clauses (b) through (e) of Section 2.12.1 of this Agreement, along with any proposal or action which would, or could would reasonably be expected to, impede, frustrate, prevent, prohibit or discourage any of the transactions contemplated by the Merger Agreement; provided, however, that notwithstanding anything to the contrary contained herein, at any time prior to the Expiration Date, each Stockholder and its Representatives shall be permitted to participate in any discussions or negotiations with any Person regarding an Opposing Proposal to the extent that (x) such Stockholder’s participation is requested by the Company, and (y) such discussions or negotiations, if conducted by the Company, would then be permitted under the terms of the Merger Agreement.

Agreement to Vote Subject Shares and Take Certain Other Action. 2.1. Prior to the Expiration Date, at every meeting of the stockholders of the CompanyTrizec, however called, at which any of the following matters is considered or voted upon, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Trizec with respect to any of the following matters, Stockholder shall, and shall cause each Stockholder shall of its subsidiaries and each record holder to, vote or cause give written consent with respect to be voted its the Subject Shares: (a) in favor of adoption of the Merger Agreement Agreement, the Trizec Merger, and the transactions contemplated therebyby the Merger Agreement presented for consideration to any such persons; (b) against approval of any proposal made in opposition to or competition with consummation of the MergerMerger and the Merger Agreement; (c) against approval of any Trizec Acquisition Proposal from any party other than Parent or an Affiliate affiliate of ParentParent as contemplated by the Merger Agreement; (d) against any extraordinary corporate transaction (other than action or proposal that is intended to, or is reasonably likely to, result in the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, sale or transfer conditions of a material amount of Trizec’s obligations under the assets or securities of the Company or any of its Subsidiaries (other than in connection with the Merger)Merger Agreement not being fulfilled; (e) against any amendment of the Company’s Certificate of Incorporation Trizec Charter or By-lawslaws or of any of the organizational documents of any subsidiary of Stockholder that is not requested or expressly approved by Parent; (f) against any action which would reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect consummation of the transactions contemplated by the Merger Agreement; and (fg) against any dissolution, liquidation or winding up of the CompanyTrizec. 2.2. Prior to the Expiration Date, each StockholderStockholder shall, as the and shall cause any record holder of the Subject Shares set forth opposite its name on Exhibit A heretoto, shall be present, in person or by proxy, or, using all Stockholder’s best commercially reasonable efforts and to the full extent legally permitted, attempt to cause the holder of record to be present, in person or by proxy, at all meetings of stockholders of the Company Trizec at which the matters referred to in Section 2.1 is are to be voted upon so that all Subject Shares are counted for the purposes of determining the presence of a quorum at such meetings. 2.3. Between the date of this Agreement and the Expiration Date, each Stockholder agrees not to, and will not permit any entity under such Stockholder’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 (as defined below) or (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 13(d) of the Exchange Act) with respect to any voting securities of the Company with respect to an Opposing Proposal. For purposes of this Agreement, the term “Opposing Proposal” means any of the actions or proposals described in clauses (b) through (e) of Section 2.1, along with any proposal or action which would, or could reasonably be expected to, impede, frustrate, prevent, prohibit or discourage any of the transactions contemplated by the Merger Agreement; provided, however, that notwithstanding anything to the contrary contained herein, at any time prior to the Expiration Date, each Stockholder and its Representatives shall be permitted to participate in any discussions or negotiations with any Person regarding an Opposing Proposal to the extent that (x) such Stockholder’s participation is requested by the Company, and (y) such discussions or negotiations, if conducted by the Company, would then be permitted under the terms of the Merger Agreement.

Agreement to Vote Subject Shares and Take Certain Other Action. 2.1. 2.1 Prior to the Expiration Date, at every meeting of the stockholders of the Company, however called, or in connection with any written consent of the stockholders of the Company at which any of the following matters is considered or voted upon, and at every adjournment or postponement thereof, each Stockholder shall vote or cause to be voted its his/her Subject Shares: (a) in favor of the Merger, the adoption of the Merger Agreement and the transactions contemplated thereby; (b) against approval of any proposal made in opposition to or competition with consummation of the Merger; (c) against any Acquisition Takeover Proposal from any party other than Parent or an Affiliate of Parent; (d) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, sale sale, lease or transfer of a material amount of the assets or securities of the Company or any of its Subsidiaries (other than in connection with the Merger); (e) against any proposal or action which could reasonably be expected to, impede, frustrate, prevent, prohibit, delay or discourage any of the transactions contemplated by the Merger Agreement; (f) against any amendment of the Company’s Company Certificate of Incorporation or the Company By-laws, which has the effect of or which could reasonably be expected to impede, frustrate, prevent, prohibit, delay or discourage any of the transactions contemplated by the Merger Agreement; and (fg) against any dissolution, liquidation or winding up of the Company. 2.2. 2.2 Prior to the Expiration Date, each Stockholder, as the holder of the Subject Shares set forth opposite its his/her name on Exhibit A hereto, shall be present, in person or by proxy, or, using Stockholder’s best efforts and to the full extent legally permitted, attempt to cause the holder of record to be present, in person or by proxy, at all meetings of stockholders of the Company at which the matters referred to in Section 2.1 is are to be voted upon so that all Subject Shares are counted for the purposes of determining the presence of a quorum at such meetings. 2.3. 2.3 Between the date of this Agreement and the Expiration Date, each Stockholder agrees not to, and will not permit any entity under such Stockholder’s 's control (other than the Company) 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 (as defined below) or (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 13(d) of the Exchange Act) with respect to any voting securities of the Company with respect to an Opposing Proposal. For purposes of this Agreement, the term “"Opposing Proposal” " means any of the actions or proposals described in clauses (b) through (eg) of Section 2.1, along with any proposal or action which would, or could reasonably be expected to, impede, frustrate, prevent, prohibit or discourage any of the transactions contemplated by the Merger Agreement; provided, however, that notwithstanding anything to the contrary contained herein, at any time prior to the Expiration Date, each Stockholder and its his/her Representatives shall be permitted to participate in any discussions or negotiations with any Person regarding an Opposing Proposal to the extent that (x) such Stockholder’s 's participation is requested by the Company, and (y) such discussions or negotiations, if conducted by the Company, would then be permitted under the terms of the Merger Agreement. For purposes of this Agreement, the term "Representative" means each agent and representative (including without limitation any investment banker, financial advisor, attorney, accountant or other representative retained by or acting on behalf of any Stockholder).

Agreement to Vote Subject Shares and Take Certain Other Action. 2.1. Prior to the Expiration Date, at every meeting of the stockholders of the CompanyPioneer, however called, at which any of the following matters is considered or voted upon, and at every adjournment or postponement thereof, each and on every action or approval by written consent of the stockholders of Pioneer with respect to any of the following matters, Stockholder shall vote or give written consent or, using Stockholder’s best efforts, cause the holder of record to be voted its vote or give written consent with respect to the Subject Shares: (a) in favor of adoption approval of the Merger Agreement and the transactions contemplated therebyAgreement; (b) against approval of any proposal made in opposition to or competition with consummation of the MergerMerger and the Merger Agreement, including any Acquisition Proposal (an “Acquisition Transaction”); (c) against any transaction of the type described in the definition of “Acquisition Proposal Proposal” in the Merger Agreement from any party other than Parent Acadia or an Affiliate of ParentAcadia as contemplated by the Merger Agreement; (d) against any extraordinary corporate transaction (other than proposal that is intended to, or is reasonably likely to, result in the Merger), such as a merger, consolidation, business combination, tender conditions of Acadia’s or exchange offer, reorganization, recapitalization, sale or transfer of a material amount of Merger Sub’s obligations under the assets or securities of the Company or any of its Subsidiaries (other than in connection with the Merger)Merger Agreement not being fulfilled; (e) against any amendment of the CompanyPioneer’s Certificate certificate of Incorporation incorporation or Byby-lawslaws that is not requested or expressly approved by Acadia; and (f) against any dissolution, liquidation or winding up of the CompanyPioneer. 2.2. Prior to the Expiration Date, each Stockholder, as the holder of the Subject Shares set forth opposite its name on Exhibit A heretovoting stock of Pioneer, shall be present, in person or by proxythe proxy contemplated in Section 3 hereof, or, using Stockholder’s best efforts and to the full extent legally permitted, attempt to cause the holder of record to be present, in person or by proxythe proxy contemplated in Section 3 hereof, at all meetings of stockholders of the Company Pioneer at which any of the matters referred to in Section 2.1 hereof is to be voted upon so that all Subject Shares are counted for the purposes of determining the presence of a quorum at such meetings. 2.3. Between the date of this Agreement and the Expiration Date, each Stockholder agrees not towill not, and will not permit any entity under such Stockholder’s control to, (a) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A 14a-1 under the Exchange Act) with respect to an Opposing Proposal (as defined below) or ), (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 13(d) of the Exchange Act) with respect to any voting securities of the Company Pioneer with respect to an Opposing Proposal. For purposes of this Agreement, the term “Opposing Proposal” means any of the actions or proposals described in clauses (b) through (ef) of Section 2.12.1 of this Agreement, along with any proposal or action which would, or could reasonably be expected to, impede, frustrate, prevent, prohibit or discourage any of the transactions contemplated by the Merger Agreement; provided, however, that notwithstanding anything to the contrary contained herein, at any time prior to the Expiration Date, each Stockholder and its Representatives shall be permitted to participate in any discussions or negotiations with any Person regarding an Opposing Proposal to the extent that (x) such Stockholder’s participation is requested by the Company, and (y) such discussions or negotiations, if conducted by the Company, would then be permitted under the terms of the Merger Agreement.

Agreement to Vote Subject Shares and Take Certain Other Action. 2.1. Prior to the Expiration Date, at every meeting of the stockholders of the Company, however called, at which any of the following matters is considered or voted upon, 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 matters, each Stockholder shall vote or cause give written consent with respect to be voted its the Subject Shares: (a) in favor of the Merger and the adoption of the Merger Agreement and the transactions contemplated thereby; (b) against approval of any proposal made in opposition to or competition with consummation of the MergerMerger and the Merger Agreement; (c) against any Alternative Acquisition Proposal from any party other than Parent or an Affiliate affiliate of ParentParent as contemplated by the Merger Agreement; (d) against any proposal that is intended to, or is reasonably likely to, result in the conditions of Parent’s or Sub’s obligations under the Merger Agreement not being fulfilled; (e) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, sale or transfer of a material amount of the assets or securities of the Company or any of its the Company Subsidiaries (other than in connection with the Merger); (ef) against any amendment of the Company’s Certificate of Incorporation or By-laws; and (fg) against any dissolution, liquidation or winding up of the CompanyCompany or any of the Company Subsidiaries. 2.2. Prior to the Expiration Date, each Stockholder, as the holder of the Subject Shares set forth opposite its name on Exhibit A hereto, shall be present, in person or by proxy, or, using Stockholder’s best efforts and to the full extent legally permitted, attempt to cause the holder of record to be present, in person or by proxy, at all meetings of stockholders of the Company at which any of the matters referred to in Section Section 2.1 is to be voted upon so that all Subject Shares are counted for the purposes of determining the presence of a quorum at such meetings. 2.3. Between the date of this Agreement and the Expiration Date, each Stockholder agrees not to, and will not permit any entity under such Stockholder’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 (as defined below) or ), (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 13(d) of the Exchange Act) with respect to any voting securities of the Company with respect to an Opposing Proposal. For purposes of this Agreement, the term “Opposing Proposal” means any of the actions or proposals described in clauses (b) through (ef) of Section 2.1, along with any proposal or action which would, or could would reasonably be expected to, impede, frustrate, prevent, prohibit or discourage any of the transactions contemplated by the Merger Agreement; provided, however, that notwithstanding anything to the contrary contained herein, at any time prior to the Expiration Date, each Stockholder and its Representatives shall be permitted to participate in any discussions or negotiations with any Person regarding an Opposing Proposal to the extent that (x) such Stockholder’s participation is requested by the Company, and (y) such discussions or negotiations, if conducted by the Company, would then be permitted under the terms of the Merger Agreement.

Agreement to Vote Subject Shares and Take Certain Other Action. 2.1. Prior to the Expiration Date, at every meeting of the stockholders of the Company, however called, at which any of the following matters is considered or voted upon, 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 matters, each Stockholder shall vote or cause give written consent with respect to be voted its the Subject Shares: (a) in favor of the Merger and the adoption of the Merger Agreement and the transactions contemplated thereby; (b) against approval of any proposal made in opposition to or competition with consummation of the MergerMerger and the Merger Agreement; (c) against any Alternative Acquisition Proposal from any party other than Parent or an Affiliate affiliate of ParentParent as contemplated by the Merger Agreement; (d) against any proposal that is intended to, or is reasonably likely to, result in the conditions of Parent’s or Sub’s obligations under the Merger Agreement not being fulfilled; (e) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, sale or transfer of a material amount of the assets or securities of the Company or any of its the Company Subsidiaries (other than in connection with the Merger); (ef) against any amendment of the Company’s Certificate of Incorporation or By-laws; and (fg) against any dissolution, liquidation or winding up of the CompanyCompany or any of the Company Subsidiaries. 2.2. Prior to the Expiration Date, each Stockholder, as the holder of the Subject Shares set forth opposite its name on Exhibit A hereto, shall be present, in person or by proxy, or, using Stockholder’s best efforts and to the full extent legally permitted, attempt to cause the holder of record to be present, in person or by proxy, at all meetings of stockholders of the Company at which any of the matters referred to in Section 2.1 is to be voted upon so that all Subject Shares are counted for the purposes of determining the presence of a quorum at such meetings. 2.3. Between the date of this Agreement and the Expiration Date, each Stockholder agrees not to, and will not permit any entity under such Stockholder’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 (as defined below) or ), (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 13(d) of the Exchange Act) with respect to any voting securities of the Company with respect to an Opposing Proposal. For purposes of this Agreement, the term “Opposing Proposal” means any of the actions or proposals described in clauses (b) through (ef) of Section 2.1, along with any proposal or action which would, or could would reasonably be expected to, impede, frustrate, prevent, prohibit or discourage any of the transactions contemplated by the Merger Agreement; provided, however, that notwithstanding anything to the contrary contained herein, at any time prior to the Expiration Date, each Stockholder and its Representatives shall be permitted to participate in any discussions or negotiations with any Person regarding an Opposing Proposal to the extent that (x) such Stockholder’s participation is requested by the Company, and (y) such discussions or negotiations, if conducted by the Company, would then be permitted under the terms of the Merger Agreement.