Agreement to Vote the Subject Shares. Each Stockholder hereby unconditionally and irrevocably agrees that, during the Voting Period, at any duly called meeting of the stockholders of the Company (or any adjournment or postponement thereof), and in any action by written consent of the stockholders of the Company, such Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and it shall vote or consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares (a) in favor of the adoption of the Stock Purchase Agreement and approval of the Transaction and the other transactions contemplated by the Stock Purchase Agreement (and any actions required in furtherance thereof), (b) against any action, proposal, transaction or agreement that would 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 Stock Purchase Agreement, and (c) against the following actions or proposals (other than the transactions contemplated by the Stock Purchase Agreement): (i) any Acquisition Transaction or any proposal in opposition to approval of the Stock Purchase Agreement or in competition with or materially inconsistent with the Stock Purchase Agreement; and (ii) (A) any material change in the present capitalization of the Company or any amendment of the certificate of incorporation or bylaws of the Company; (B) any change in the Company’s corporate structure or business; or (C) any other action or proposal involving the Company or any of its subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Stock Purchase Agreement or could reasonably be expected to result in any of the conditions to the Company’s obligations under the Stock Purchase Agreement not being fulfilled. Each of the Stockholders agrees not to, and shall cause its Affiliates not to, enter into any agreement, commitment or arrangement with any person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article II.
Appears in 1 contract
Samples: Voting and Support Agreement (Quinpario Acquisition Corp.)
Agreement to Vote the Subject Shares. Each Stockholder hereby unconditionally (a) From and irrevocably agrees that, during after the Voting Perioddate hereof, at any duly called meeting of the Company’s stockholders of the Company (or any adjournment or postponement thereof), and however called, or in connection with any action by written consent of the stockholders or other action of the Company’s stockholders, such Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and it Stockholders shall vote or consent (or cause to be voted or consented), in person or by proxy, voted) all of its the Subject Shares Shares:
(ai) in favor of the adoption of the Stock Purchase Agreement and approval of the Transaction terms of the Merger Agreement, the Merger and the other transactions contemplated by the Stock Purchase Merger Agreement (and any actions required in furtherance thereof), ;
(bii) against any action, proposal, transaction or agreement that would directly or indirectly result in a breach in any respect of any covenant, representation or representation, warranty or any other obligation or agreement of the Company contained set forth in the Stock Purchase Merger Agreement or of the Stockholders set forth in this Agreement; and
(iii) except with the prior written consent of Parent, and (c) against the following actions or proposals (other than the transactions contemplated by the Stock Purchase Merger Agreement): (i) any Acquisition Transaction or any proposal in opposition to approval of the Stock Purchase Agreement or in competition with or materially inconsistent with the Stock Purchase Agreement; and (ii) (A) any material change in the present capitalization of the Company or any amendment of the certificate of incorporation or bylaws of the Company; (B) any change in the Company’s corporate structure or businessTakeover Proposal; or (CB) any other action or proposal involving the Company or any of its subsidiaries that is intended, or could would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Stock Purchase Agreement Merger Agreement.
(b) Any such vote shall be cast or could reasonably consent shall be expected given in accordance with such procedures relating thereto so as to result in any ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the conditions to the Company’s obligations under the Stock Purchase Agreement not being fulfilledresults of such vote or consent. Each of the Stockholders Stockholder agrees not to, and shall cause its Affiliates not to, to enter into any agreement, agreement or commitment or arrangement with any person Person the effect of which would violate or be inconsistent with or violative of the provisions and agreements contained set forth in this Article II3.
Appears in 1 contract
Agreement to Vote the Subject Shares. Each Stockholder Stockholder, in its capacity as such, hereby unconditionally and irrevocably agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement (such period, the “Voting Period”), at any duly called meeting of the stockholders of the Company (or any adjournment or postponement thereof)) of the Company’s stockholders, and however called, or in connection with any action by written consent of the stockholders of the Company’s stockholders, such Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and it shall vote or consent (or cause its controlled Affiliates to be voted or consented), in person or by proxy, all of its vote) the Subject Shares (ax) in favor of the adoption of the Stock Purchase Agreement and approval of Merger Agreement, the Transaction Merger and the other transactions contemplated by the Stock Purchase Merger Agreement (and any actions required in furtherance thereof), (by) against any action, proposal, transaction or agreement that would 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 Stock Purchase Merger Agreement, and (cz) except with the written consent of Toppan, against the following actions or proposals (other than the transactions contemplated by the Stock Purchase Merger Agreement): (i) any Acquisition Transaction or any proposal in opposition to approval of the Stock Purchase Agreement or in competition with or materially inconsistent with the Stock Purchase AgreementTakeover Proposal; and (ii) (A) any material change in the present capitalization board of the Company or any amendment of the certificate of incorporation or bylaws directors of the Company; (B) any change in amendment of the Company’s corporate structure certificate of incorporation or businessbylaws; or (C) any other action or proposal involving the Company or any of its subsidiaries that Subsidiaries that, in the case of (A), (B) or (C), is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Stock Purchase Merger Agreement; provided, however, that nothing in this Agreement shall limit or could reasonably be expected to result in affect any actions taken by any member of the conditions to board of directors of the Company nominated by, or appointed at the request of, any Stockholder solely in his or her capacity as a director of the Company’s obligations under . Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the Stock Purchase Agreement not being fulfilledresults of such vote or consent. Each of the Stockholders Stockholder agrees not to, and shall cause its Affiliates not to, to enter into any agreement, agreement or commitment or arrangement with any person Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article II.
Appears in 1 contract
Samples: Stockholders Voting Agreement (Toppan Printing Co LTD /Adr/)
Agreement to Vote the Subject Shares. Each Stockholder hereby unconditionally (a) From and irrevocably agrees that, during after the Voting Perioddate hereof, at any duly called meeting of the Page's stockholders of the Company (or any adjournment or postponement thereof), and however called, or in connection with any action by written consent or other action of Page's stockholders, the stockholders of the Company, such Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and it Stockholders shall vote or consent (or cause to be voted or consented), in person or by proxy, voted) all of its the Subject Shares Shares:
(ai) in favor of the adoption of the Stock Purchase Agreement and approval of the Transaction terms of the Merger Agreement, the Merger and the other transactions contemplated by the Stock Purchase Merger Agreement (and any actions required in furtherance thereof), ;
(bii) against any action, proposal, transaction or agreement that would directly or indirectly result in a breach in any respect of any covenant, representation or representation, warranty or any other obligation or agreement of the Company contained Page set forth in the Stock Purchase Merger Agreement or of the Stockholders set forth in this Agreement; and
(iii) except with the prior written consent of IPI, and (c) against the following actions or proposals (other than the transactions contemplated by the Stock Purchase Merger Agreement): (ia) any Acquisition Transaction or Alternative Proposal; (b) any proposal change in opposition to approval the persons who constitute the board of the Stock Purchase Agreement or in competition with or materially inconsistent with the Stock Purchase Agreementdirectors of Page; and (ii) (Ac) any material change in the present capitalization of the Company Page or any amendment of the Page's certificate of incorporation or bylaws of the Companybylaws; (Bd) any other material change in the Company’s Page's corporate structure or business; or (Ce) any other action or proposal involving the Company Page or any of its subsidiaries that is intended, or could would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Stock Purchase Agreement Merger Agreement.
(b) Any such vote shall be cast or could reasonably consent shall be expected given in accordance with such procedures relating thereto so as to result in any ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the conditions to the Company’s obligations under the Stock Purchase Agreement not being fulfilledresults of such vote or consent. Each of the Stockholders Stockholder agrees not to, and shall cause its Affiliates not to, to enter into any agreement, agreement or commitment or arrangement with any person Person the effect of which would violate or be inconsistent with or violative of the provisions and agreements contained set forth in this Article II.
Appears in 1 contract
Agreement to Vote the Subject Shares. Each Stockholder Stockholder, in its capacity as such, hereby unconditionally and irrevocably agrees that, during the Voting Periodperiod commencing on the date hereof and continuing until the termination of this Agreement (such period, the "VOTING PERIOD"), at any duly called meeting of the stockholders of the Company (or any adjournment or postponement thereof)) of the Company's stockholders, and however called, or in connection with any action by written consent of the stockholders of the Company's stockholders, such Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and it shall vote or consent (or cause its controlled Affiliates to be voted or consented), in person or by proxy, all of its vote) the Subject Shares (ax) in favor of the adoption of the Stock Purchase Agreement and approval of Merger Agreement, the Transaction Merger and the other transactions contemplated by the Stock Purchase Merger Agreement (and any actions required in furtherance thereof), (by) against any action, proposal, transaction or agreement that would 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 Stock Purchase Merger Agreement, and (cz) except with the written consent of Toppan, against the following actions or proposals (other than the transactions contemplated by the Stock Purchase Merger Agreement): (i) any Acquisition Transaction or any proposal in opposition to approval of the Stock Purchase Agreement or in competition with or materially inconsistent with the Stock Purchase AgreementTakeover Proposal; and (ii) (A) any material change in the present capitalization board of the Company or any amendment of the certificate of incorporation or bylaws directors of the Company; (B) any change in amendment of the Company’s corporate structure 's certificate of incorporation or businessbylaws; or (C) any other action or proposal involving the Company or any of its subsidiaries that Subsidiaries that, in the case of (A), (B) or (C), is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Stock Purchase Merger Agreement; provided, however, that nothing in this Agreement shall limit or could reasonably be expected to result in affect any actions taken by any member of the conditions to board of directors of the Company nominated by, or appointed at the request of, any Stockholder solely in his or her capacity as a director of the Company’s obligations under . Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the Stock Purchase Agreement not being fulfilledresults of such vote or consent. Each of the Stockholders Stockholder agrees not to, and shall cause its Affiliates not to, to enter into any agreement, agreement or commitment or arrangement with any person Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article II.
Appears in 1 contract
Samples: Stockholders Voting Agreement (Dupont E I De Nemours & Co)