Voting Agreement and Grant of Proxy Sample Clauses

Voting Agreement and Grant of Proxy. The Shareholder agrees with the Company that for so long as the Shareholder owns or has the power, directly or indirectly, to vote Common Shares, it will vote or cause to be voted on each matter at each annual or special meeting of shareholders of the Company all such Common Shares owned by it or over which it has the power, directly or indirectly, to vote in accordance with the recommendation of the Board of Directors of the Company on such matter as such recommendation is included in the most recent proxy statement or supplement distributed by the Company in connection with such shareholders meeting. To effect the foregoing agreement, the Shareholder hereby appoints the Company as its proxy, with the power to appoint a substitute, and hereby authorizes the Company to represent and to vote in accordance with its agreement set forth in the immediately preceding sentence all Common Shares held of record by the Shareholder on the record date for each such meeting of shareholders of the Company or any adjournment thereof. This appointment of proxy shall be irrevocable and is coupled with the Shareholder's agreement set forth in the first sentence of this Section 4.1. The Shareholder will take such further action to execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by the Shareholder with respect to any Common Shares held by it.
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Voting Agreement and Grant of Proxy. Shareholder agrees that during the term of this Agreement: (a) all of the Shares shall be voted by Shareholder in favor of the Merger or any other business combination agreed upon between the Company and Enterprises; and (b) if so requested by Enterprises, Shareholder shall grant an irrevocable proxy in favor of such individuals as Enterprises may designate so as to enable such designees to vote in favor of the Merger or such other business combination and upon any other matter relating thereto which may be presented to shareholders of the Company and, at such time, Shareholder shall execute the form of proxy set forth in Exhibit B hereto. 1.2
Voting Agreement and Grant of Proxy with Respect to Reorganization or --------------------------------------------------------------------- Sale of Assets Transaction. If a reorganization (as defined in Section 181 of -------------------------- the California Corporations Code) or a transaction in which all or substantially all of the Company's assets are proposed to be sold (collectively, a "Reorganization") is proposed to be presented to the shareholders of the Company for approval, then the Holders agree as follows:
Voting Agreement and Grant of Proxy. 2.01. VOTING AGREEMENT AND GRANT OF PROXY.
Voting Agreement and Grant of Proxy 

Related to Voting Agreement and Grant of Proxy

  • Voting Agreement Grant of Proxy The Stockholder hereby covenants and agrees that:

  • Grant of Proxy Voting Agreement (a) The Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities and hereby irrevocably appoints Parent as proxy for Stockholder to vote the Shares as to which Stockholder has voting power for Stockholder and in Stockholder’s name, place and stead, at any annual or special meeting of the stockholders of the Company, as applicable, or at any adjournment thereof, whether before or after the Acceptance Date (as defined in the Merger Agreement), solely for the adoption of the Merger Agreement and the approval of the Merger. Parent hereby acknowledges that the proxy granted hereby shall not be effective for any other purpose. The parties acknowledge and agree that neither Parent, nor Parent’s successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholders, agents and affiliates shall owe any duty to, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s fees) and compensation of any kind or nature whatsoever to the Stockholder in connection with or as a result of any voting by Parent of the Shares subject to the irrevocable proxy hereby granted to Parent at any annual or special meeting of the stockholders of the Company for the purpose set forth herein.

  • Grant of Proxy Should the provisions of this Agreement be construed to constitute the granting of proxies, such proxies shall be deemed coupled with an interest and are irrevocable for the term of this Agreement.

  • 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.

  • Voting Agreements (i) With respect to each election of directors of the Board, each holder of voting securities of the Company shall vote at each meeting of shareholders of the Company, or in lieu of any such meeting shall give such holder’s written consent with respect to, as the case may be, all of such holder’s voting securities of the Company as may be necessary (i) to keep the authorized size of the Board at four (4) directors, (ii) to cause the election or re-election as members of the Board, and during such period to continue in office, each of the individuals designated pursuant to Section 12.1, and (iii) against any nominees not designated pursuant to Section 12.1.

  • Amendment and Restatement of Prior Agreement The Prior Agreement is hereby amended and restated in its entirety as set forth herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain of the Prior Investors who are party hereto, pursuant to Section 5.5 of the Prior Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

  • Grant of Irrevocable Proxy; Appointment of Proxy (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, THE UNITHOLDERS EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, XXX X’XXXXXX AND XXXXXXX X. XXXX, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, AS THE UNITHOLDERS’ PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP CONFLICTS COMMITTEE OR THE WMLP CONFLICTS COMMITTEE, AS APPLICABLE) AND COUPLED WITH AN INTEREST AND EACH UNITHOLDER WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY THE UNITHOLDERS WITH RESPECT TO THE COVERED UNITS (AND EACH UNITHOLDER HEREBY REPRESENTS TO WMLP AND TMLP THAT ANY SUCH OTHER PROXY IS REVOCABLE).

  • Amendment of Prior Agreement The Prior Agreement is hereby amended and restated and superseded in its entirety and restated herein. Such amendment and restatement shall be effective upon the execution of this Agreement by the Company and the parties required for an amendment pursuant to Section 6.6 of the Prior Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are waived, released and superseded in their entirety by the provisions hereof and shall have no further force or effect.

  • Voting Proxy Until immediately after the listing for trading on a stock exchange or market or trading system of the Company’s (or the Successor Corporation’s) Shares, the right to vote any Shares acquired under the Plan pursuant to an Award shall, unless otherwise determined by the Committee, be given by the Grantee or the Trustee (if so requested from the Trustee and agreed by the Trustee), as the case may be, pursuant to an irrevocable proxy, to the person or persons designated by the Board. All Awards granted hereunder shall be conditioned upon the execution of such irrevocable proxy. So long as any such Shares are held by a Trustee (and unless a proxy was given by the Trustee as aforesaid), such Shares shall be voted by the Trustee, and unless the Trustee is directed otherwise by the Board, such Shares shall be voted in the same proportion as the result of the shareholder vote at the shareholders meeting or written consent in respect of which the Shares held by the Trustee are being voted. Any irrevocable proxy granted pursuant hereto shall be of no force or effect immediately after the immediately after the listing for trading on a stock exchange or market or trading system of the Company’s (or the Successor Corporation’s) Shares.

  • 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.

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