Voting Agreement and Proxy Sample Clauses

Voting Agreement and Proxy. (a) From and after the Effective Date and until the provisions of this paragraph 1 cease to be effective, each Shareholder shall vote all of his Shareholder Shares which are voting shares and any other voting securities of the Company over which such Shareholder has voting control and shall take all other necessary or desirable actions within such holder’s control (whether in such holder’s capacity as a shareholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including, without limitation, calling special board and shareholder meetings), so that: (i) the authorized number of directors on the Board shall be a number established by the Xxxx Group Shareholders from time to time, but shall in no event be less than three members; (ii) all members of the Board shall be representatives designated by the Xxxx Group Shareholders, determined by a vote of the Xxxx Group Shareholders owning a majority of the Bain Shares; (iii) the removal from the Board (with or without cause) of any representative designated hereunder by the Xxxx Group Shareholders shall be at the Xxxx Group Shareholders’ written request, respectively, but only upon such written request and under no other circumstances (in each case, determined on the basis of a vote of the holders of the majority of the Shareholder Shares held by such Persons); and (iv) in the event that any representative designated hereunder by the Xxxx Group Shareholders ceases to serve as a member of the Board during his term of office, the resulting vacancy on the Board shall be filled by a representative designated by the Xxxx Group Shareholders, respectively, as provided hereunder. (b) The Company shall pay the reasonable out-of-pocket expenses incurred by each director in connection with meetings of the Board. (c) Each holder of Shareholder Shares hereby appoints Xxxx Capital, LLC (as defined below) as their true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of the capital stock of the Company owned by them (whether now owned or hereafter acquired) with respect to any matter upon which a vote of the shareholders of the Company may be made pursuant to the Michigan Business Corporation Act, as may be in effe...

Voting Agreement and Proxy. Each holder of Executive Securities shall vote all of such holder’s Executive Securities and shall take all other necessary or desirable actions in connection with the foregoing within such holder’s control in such holder’s capacity as a stockholder of the Company including, but not limited to, attendance at meetings in person or by proxy for purposes of obtaining a quorum, and voting and execution of written consents in lieu of meetings, such that the Executive Securities shall be voted in the same manner as the securities held by the New Investors as may be specified to such holders in writing by the New Investors from time to time.

Voting Agreement and Proxy. Each of the Voting Agreement and Proxy shall have been executed by all parties thereto and be in full force and effect.

Voting Agreement and Proxy. Each holder of Unvested Management -------------------------- Securities hereby agrees that upon any vote of the Company's voting securities, such holder will vote all such Unvested Management Securities in the same proportion as all other voting securities of the Company are voted by the holders thereof. To insure performance of this voting agreement, each Executive hereby appoints each member of the Company's Board of Managers who is not also employed by the Company or any of its direct or indirect Subsidiaries as his true and lawful proxy and attorney-in fact, with full power of substitution, to vote all of such Executive's Pledged Securities on all matters to be voted on by the Company's securityholders in the manner described in the immediately preceding sentence. These proxies and powers granted by each Executive pursuant to this Section 7(f) are coupled with an interest, and are given to secure such Executive's performance of his duties and obligations under this Agreement. Such proxies and powers shall be irrevocable with respect to each such Pledged Security (and shall survive the death, disability, incompetency, or bankruptcy of such Executive) until such time as such Pledged Security becomes a Vested Performance Security pursuant to the provisions of this Agreement which is also time vested under Section 2 of such Executive's Executive Securities Agreement and thereby ceases to be a Pledged Security, at which time such proxy shall be deemed revoked with respect to such security (but not with respect to any securities that remain Pledged Securities).

Voting Agreement and Proxy. (a) From and after the date hereof and until the provisions of this paragraph 1 cease to be effective, each Shareholder shall vote all of his or its Shareholder Shares which are voting shares and any other voting securities of the Company over which such Shareholder has voting control and shall take all other necessary or desirable actions within such holder’s control (whether in such holder’s capacity as a shareholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including, without limitation, calling special board and shareholder meetings), so that: (i) the authorized number of directors on the Board shall be seven (7); (ii) four directors shall be designated by Apollo, which representatives shall, as of the date of this Agreement, be Gxxxxxx Xxxxxxxx, Bxxxx Xxxxxxx, Rxx Xxxxxxxxx and Pxxxx Xxxxxxxx (the “Apollo Directors”); (iii) two directors shall be designated by Carlyle, which representatives shall, as of the date of this Agreement, be Bxxxxx X. Xxxxxx and Cxxxxxx X. Xxxxx (the “Carlyle Directors”), provided however that on any date that Carlyle and its Affiliates do not own, in the aggregate, either (x) ten percent (10%) (or more) of the issued and outstanding Shareholder Shares or (y) shares of the Company Stock with a Fair Market Value of one hundred million dollars ($100,000,000) (or more), one director shall be designated by Carlyle; (iv) the President of the Company shall be a director; (v) the removal from the Board without cause of any of the Apollo Directors under paragraph 1(a)(ii) above shall be at Apollo’s written request, and only upon such written request and under no other circumstances; and (vi) the removal from the Board without cause of any of the Carlyle Directors under paragraph 1(a)(iii) above shall be at Carlyle’s written request, and only upon such written request and under no other circumstances. Carlyle agrees to remove one of the Carlyle Directors promptly after any date that Carlyle and its Affiliates do not own, in the aggregate, either (x) ten percent (10%) (or more) of the issued and outstanding Shareholder Shares or (y) shares of the Company Stock with a Fair Market Value of one hundred million dollars ($100,000,000) (or more). (b) In the...

Voting Agreement and Proxy. The Sellers hereby grant to Laurans A. Mendelson, Chairman of The Board of the Buyer, an irrevocable proxy (xxx "Xxxxx") to vote the shares received pursuant to this Agreement, and any other HEICO Common Stock owned, directly or indirectly, by Sellers or any Affiliate to Sellers in the election of the Directors of the Company and in any vote of stockholders, including, but not limited to, proposed changes of control, mergers and other similar extraordinary transactions. The Proxy will be voted at the direction of the majority of the Board of Directors of the Buyer and the Board of Directors of the Buyer may designate an individual who it selects to be granted the Proxy in the event that Laurans A. Mendelson should be unable to vote the Proxy. To enable compliance wixx xxxx Xxxxion, Sellers agree to identify for Buyer any HEICO Common Stock held by Sellers or Affiliates of Sellers in brokerage, nominee, custodial or other accounts. This proxy shall terminate upon the public sale of the specific shares of HEICO as to which this proxy applies.

Voting Agreement and Proxy. The Company has no knowledge of, and has received no notice with respect to the existence of any voting agreement, voting trust, or outstanding proxy in which any of the shareholders who are signatories to the voting agreement have granted rights to vote their shares.

Voting Agreement and Proxy. Section 1.1 Agreement to VoteAt any meeting of the holders of the Company’s Shares held prior to the termination of Article I of this Agreement pursuant to Section 2.11 hereof (the “Article I Termination Date”), however called, and at every adjournment or postponement thereof prior to the Article I Termination Date, each Stockholder shall vote or cause to be voted the Subject Shares (a) in favor of (i) the adoption of the Merger Agreement by the Company, (ii) the merger (the “Merger”) and other transactions contemplated by the Merger Agreement, and (iii) any actions required in furtherance of the Merger and the other transactions contemplated by the Merger Agreement, and (b) against (i) any Pinnacle Takeover Proposal (as defined in the Merger Agreement) in the absence of a Pinnacle Adverse Recommendation Change (as defined in the Merger Agreement), (ii) any proposal for action or agreement that is reasonably likely to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or that is reasonably likely to result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, or (iii) any other action which could reasonably be expected to impede, interfere with, delay, postpone or materially affect the transactions contemplated by the Merger Agreement or the likelihood of such transactions being consummated (clauses (a) and (b) together, the “Proxy Matters”).

Voting Agreement and Proxy. Each Seller hereby agrees to at all times vote the portion of the Escrow Shares owned by such Seller set forth on Schedule A under the heading “Excess Portion of Escrow Shares” (the “Excess Escrow Shares”) in the manner specified by the Purchaser with respect to any matter on which the shareholders of the Company have the right to vote (whether at any annual or special meeting of the stockholders of the Company, or by written consent in lieu of such a meeting). In addition, each Seller hereby grants to the Purchaser an irrevocable proxy to vote the Excess Escrow Shares owned by such Seller at any annual or special meeting of the stockholders of the Company, or by written consent in lieu of such a meeting, with respect to any matter on which the shareholders of the Company have the right to vote; provided, however, that, notwithstanding the foregoing, any proxy granted pursuant to this Section 2.2 shall automatically terminate upon the release of the Reset Shares or the Escrow Shares, as the case may be, to the Representative pursuant to Section 4.1 or Section 4.2, respectively. The Sellers each acknowledge and agree that the proxy granted to the Purchaser pursuant to this Section 2.2 is irrevocable and is coupled with an interest.

Voting Agreement and Proxy. The Stock Option and Tender Agreement provides that during the time the Stock Option and Tender Agreement is in effect, the Selling Stockholder shall vote all of the Subject Shares (i) in favor of the Merger, the Merger Agreement and any of the transactions contemplated by the Merger Agreement and (ii) against any action or agreement that would impede, interfere with or attempt to discourage the Offer or the Merger, or would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement. The Stock Option and Tender Agreement further provides that in the event the Selling Stockholder shall fail to vote all of the Subject Shares in the manner described in the preceding sentence, the Offeror will be irrevocably appointed the proxy of the Selling Stockholder pursuant to Section 212 of the DGCL. Sale of the Subject Shares by the Offeror. The Stock Option and Tender Agreement provides that if, subsequent to the exercise of the Stock Option but prior to the Termination Date (as defined in the Stock Option and Tender Agreement), the Offeror sells or disposes of the Subject Shares for cash or securities in excess of the Offer Price, the Offeror will pay 50% of such excess to the Selling Stockholder.