Voting Agreement and Irrevocable Proxy Clause Samples

Voting Agreement and Irrevocable Proxy. As a condition to the execution of this Agreement, each member of the BVB Board is executing and delivering to Interchange a Voting Agreement and Irrevocable Proxy in substantially the form attached hereto as Exhibit A.

Voting Agreement and Irrevocable Proxy. Simultaneously with the execution of this Agreement, each Shareholder of the Company who is an officer or director of the Company or who holds at least 5% of the outstanding Company Common Stock shall enter into a Voting Agreement and Irrevocable Proxy in form and substance reasonably acceptable to ▇▇▇▇ and Merger Corp.

Voting Agreement and Irrevocable Proxy. To the extent that ▇▇▇▇▇ ▇▇▇▇▇, Chief Executive Officer of the Company as of the date of this Agreement, would otherwise not have exclusive voting control over any shares of Class B Common Stock to be held by Founder following the Exchange, Founder has entered into a Founder Voting Proxy (as defined in the Amended and Restated Certificate of Incorporation), and continues to be subject to such Founder Voting Proxy at the time of the Exchange.

Voting Agreement and Irrevocable Proxy. The Exchange Stockholder has entered into the Founder Voting Proxy (as defined in the Amended and Restated Certificate of Incorporation) to be effective upon the Exchange.

Voting Agreement and Irrevocable Proxy. Target Parent has the corporate power and authority to enter into the Voting Agreement and Irrevocable Proxy. The execution and delivery of the Voting Agreement and Irrevocable Proxy have been duly and validly authorized by the Board of Directors of Target Parent and no other corporate proceedings on the part of Target Parent are necessary to authorize the Voting Agreement and Irrevocable Proxy. The Voting Agreement and Irrevocable Proxy has been duly and validly executed by Target Parent and such instrument constitutes a valid, binding and irrevocable obligation enforceable against Target Parent in accordance with its terms. Target Parent is not subject to or obligated under any charter, bylaw or contract provisions or any license, franchise or permit or subject to any order or decree, which would be breached or violated by executing and delivering the Voting Agreement and Irrevocable Proxy. No authorization, consent or approval of, or filing with, any governmental body or authority is necessary for the execution, delivery and operation of the Voting Agreement and Irrevocable Proxy.

Voting Agreement and Irrevocable Proxy. Executive agrees, as a condition to receipt of the benefits set forth in Section 3 hereof, to execute and be bound by a Voting Agreement and Irrevocable Proxy with respect to shares of the Common Stock of the Company, including Shares underlying the Options, owned by Executive (the “Voting Agreement”).

Voting Agreement and Irrevocable Proxy. Each Stockholder hereby covenants and agrees that, during the term of this Agreement, at every annual, special or adjourned meeting of the stockholders of the Company and in every written consent in lieu of such meeting, all of the Preferred Shares and other Securities of the Company that are now, or at any time in the future, owned of record or beneficially by each of the Stockholders, shall be voted (or caused to be voted) as may be directed by ▇▇▇▇▇▇ in his sole and absolute discretion, on the following specific matters, namely any amendments to the articles of incorporation of the Company, any mergers, sales of substantially all of the assets, and increases in the number of authorized shares or issuance of any additional shares of preferred stock, provided, however, ▇▇▇▇▇▇ shall not have the right to vote the Preferred Shares and other Securities Owned Beneficially by the Stockholders with respect to any reverse stock split of the Company’s Common Stock in an amount up to 1-for-61. Each Stockholder, as a holder of the Preferred Shares and any other Securities, shall be present in person or by proxy at all meetings of stockholders of the Company so that all of the Preferred Shares and any other Securities owned by each of the Stockholders are counted for purposes of determining the presence of a quorum at such meeting. Each Stockholder agrees to grant and deliver to ▇▇▇▇▇▇ an irrevocable proxy in the form attached hereto as Annex I (the “Proxy”), which shall be irrevocable to the fullest extent permitted by applicable law, with respect to voting of the Securities as provided for herein, at every annual, special or adjourned meeting of the stockholders of the Company and in every written consent in lieu of such meeting, provided, however, that, the Proxy shall automatically terminate and be revoked upon termination of this Agreement pursuant to Section 7 hereof.

Voting Agreement and Irrevocable Proxy. (a) AGREEMENT TO VOTE THE SUBJECT SHARES. Holder, solely in Holder's capacity as a stockholder of Holly, hereby 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 meeting (or any adjournment or postponement thereof) of the holders of any class or classes of the capital stock of Holly, however called, or in connection with any written consent of the holders of any class or classes of the capital stock of Holly, Holder shall vote (or cause to be voted) Holder's Subject Shares (i) in favor of the approval and adoption of the terms of the Merger Agreement and each of the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof) at every meeting of the stockholders of Holly (or in connection with any written consent) at which such matters are considered and at every adjournment thereof, (ii) 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 Holly or any of its subsidiaries under the Merger Agreement or of Holder under this Agreement, and (iii) except as otherwise agreed to in writing in advance by Frontier, against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Holly or any of its subsidiaries and any Holly Acquisition Proposal; (B) any sale, lease or transfer of a significant part of the assets (other than sales of current assets in the ordinary course of business) of Holly or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of Holly or any of its subsidiaries (each of the actions in clauses (A) or (B), a "Business Combination"); and (C)(1) any change in the persons who constitute the board of directors of Holly that is not approved in advance by at least a majority of the persons who were directors of Holly as of the date of this Agreement (or their successors who were so approved); (2) any change in the present capitalization of Holly or any amendment of Holly's certificate of incorporation or bylaws; (3) any other material change in Holly's corporate structure or business; or (4) any other action or proposal involving Holly or any of its subsidiaries that is inte...

Voting Agreement and Irrevocable Proxy. Simultaneously with the execution of this Agreement, each of Hilton H. Howell, Jr., Robert S. Prather, Jr., J. Mack Robinson, Harriet J. ▇▇▇▇▇▇▇▇ ▇▇▇ ▇ul▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇l ▇▇▇▇▇ ▇n▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇m▇▇▇ ▇▇▇ ▇▇▇evocable Proxy in form and substance reasonably acceptable to the Company.