Consultation; Voting Agreement. (a) After the Signing Date, the Seller and the Buyer shall, to the extent consistent with applicable antitrust or competition Legal Requirements, consult with each other prior to any shareholder vote being taken.
Consultation; Voting Agreement Sample Clauses
Related to Consultation; Voting Agreement
Voting Agreement Stockholder hereby agrees with Parent that, at any meeting of Company's stockholders, however called, and any adjournment or postponement thereof, or in connection with any written consent of Company's stockholders, Stockholder shall vote any Shares with respect to which Stockholder has voting power (i) in favor of approval of the Merger and the Merger Agreement and any actions recommended by the Board of Directors of Company that are required in furtherance of the transactions contemplated thereby; provided that Stockholder shall not be required to vote for any action that would decrease the number of shares of Parent Common Stock to be received by the stockholders of Company in respect of their shares of Company capital stock in the Merger; (ii) against any proposal to authorize any action or agreement that would result in a breach in any respect of any representation, warranty, covenant, agreement or obligation of Company under the Merger Agreement or that would prevent the consummation of the Merger; (iii) against: (A) any proposal by Company to enter into or consent to any Third Party Acquisition (as defined below); (B) any change in the individuals who, as of the date hereof, constitute the Board of Directors of Company (except as contemplated by the Merger Agreement); (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Company and any Third Party (as defined below), other than the Merger; (D) a sale, lease, transfer or disposition of all or substantially all of the assets of Company's business outside the ordinary course of business, or of any assets that are material to its business whether or not in the ordinary course of business, or a reorganization, recapitalization, dissolution or liquidation of Company; (E) any amendment of Company's Certificate of Incorporation or bylaws, except as contemplated by the Merger Agreement; and (F) any other action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement, or any of the transactions contemplated by this Agreement; and (iv) in favor of any proposal to grant Company's management discretionary authority to adjourn any meeting of Company's stockholders for the purpose of soliciting additional proxies in the event that, at any meeting held for the purpose of considering the Merger Agreement, the number of shares of Company Common Stock present or represented and voting in favor of the Merger is insufficient to approve the Merger.
Independent Agreement The covenants made in this Section 9 shall be construed as an agreement independent of any other provisions of this Agreement, and shall survive the termination of this Agreement. Moreover, the existence of any claim or cause of action of Executive against the Company or any of its affiliates, whether or not predicated upon the terms of this Agreement, shall not constitute a defense to the enforcement of these covenants.
No Voting Agreements The Purchaser is not a party to any agreement or arrangement, whether written or oral, between the Purchaser and any other Purchaser and any of the Company’s shareholders as of the date hereof, regulating the management of the Company, the shareholders’ rights in the Company, the transfer of shares in the Company, including any voting agreements, shareholder agreements or any other similar agreement even if its title is different or has any other relations or agreements with any of the Company’s shareholders, directors or officers.
Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.
Ownership, Voting Rights, Duties This Agreement shall not affect in any way the ownership, voting rights or other rights or duties of Purchaser, except as specifically provided herein.
Support Agreement CFSC will not terminate, or make any amendment or modification to, the Support Agreement which, in the determination of the Agent, adversely affects the Banks’ interests pursuant to this Agreement, without giving the Agent and the Banks at least thirty (30) days prior written notice and obtaining the written consent of the Majority Banks.
Voting Agreements The Shareholder agrees with, and covenants to, Buyer as follows:
Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:
Voting Agreement and Irrevocable Proxy Section 2.1 Agreement to Vote the Subject Shares. Subject to Section 2.3, Section 2.4 and Section 2.5, Shareholder 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, Shareholder 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 Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger 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 Merger Agreement or of Shareholder contained in this Agreement, and (c) against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any Company Takeover Proposal or any proposal in opposition to approval of the Merger Agreement or in competition with or materially inconsistent with the Merger Agreement; and (ii) (A) any change in the persons who constitute the Board); (B) any material change in the present capitalization of the Company or any amendment of the Certificate of Incorporation or Bylaws; (C) any change in the Company's corporate structure or business; or (D) any other action or proposal involving the Company or any Company Subsidiary that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement or could reasonably be expected to result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled. Subject to Section 2.5, Shareholder agrees not to, and shall cause its Representatives 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.
