Voting Agreement Proxy. From the date hereof until the earlier of (a) the final adjournment of the Company Shareholders Meeting, (b) the termination of this Agreement in accordance with its terms or (c) the approval of the Company Shareholder Matters at the Company Shareholders Meeting (such period of time, the “Support Period”), the Stockholder irrevocably and unconditionally hereby agrees, that at the Company Shareholders Meeting (whether annual or special and each adjourned or postponed meeting), or in connection with any written consent of the Company’s stockholders to vote upon the Company Shareholder Matters, the Stockholder shall (i) appear at the Company Shareholder Meeting or otherwise cause all of his or her Existing Shares and all other shares of Company Common Stock or voting securities of the Company over which such Stockholder has acquired beneficial or record ownership after the date hereof and has the power to vote or direct the voting of (including any shares of Company Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Company Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities or otherwise) (together with the Existing Shares, the “Shares”), to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (A) in favor of the approval of the Company Shareholder Matters, (B) in favor of any proposal to adjourn or postpone the Company Shareholder Meeting to a later date if there are not sufficient votes to approve the Company Shareholder Matters, (C) against any action or proposal in favor of an Acquisition Proposal, and (D) against any action, proposal, transaction or agreement that would reasonably be likely to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Company contained in the Merger Agreement, or of the Stockholder contained in this Agreement, or (2) prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger; provided, that the foregoing applies solely to the Stockholder in his or her capacity as a stockholder and the Stockholder makes no agreement or understanding in this Agreement in the Stoc...
Voting Agreement Proxy. (a) To the extent this ----------------------- Agreement constitutes a voting agreement in accordance with Section 218(c) of the Delaware General Corporation Law, it is intended to comply therewith and be enforceable thereunder. The voting obligations of Sprint under this Agreement, including without limitation, those set forth in Sections 2.02, 4.02 and 4.03 hereof, shall be irrevocable.
(b) In order to ensure that the voting agreements set forth in Sections 2.02, 4.02 and 4.03 hereof will be fulfilled, each of Sprint and Sprint L.P. agrees to grant, and concurrently with the execution of this Agreement hereby grants, to the Company and Newco, or either of them, an Irrevocable Proxy, coupled with an interest, with respect to (a) the matters contemplated by Section 2.02 hereof, all of the Equity Securities owned by Affiliated Equity Holders and (b) with respect to the matters contemplated by Section 4.02 or Section 4.03 hereof, the Specified Number of Equity Securities covered by such voting agreements which Sprint or Sprint L.P. beneficially owns, as determined under Rule 13d-3 of the Exchange Act, in each such case, for and in the name, place and stead of such stockholder or any of its Affiliated Equity Holders, at any annual or special meeting of the holders of Newco Common Stock and at any adjournment or postponement thereof, or pursuant to any consent in lieu of a meeting. The Irrevocable Proxy granted by each of the Sprint and Sprint L.P. constitutes the valid and effective irrevocable proxy, coupled with an interest, of each of Sprint and Sprint L.P. in respect of the Equity Securities beneficially owned by each of them, within the meaning of Section 212(e) of the Delaware General Corporation Law; revokes any proxy or proxies or powers of attorney heretofore given by either of them in respect of such Equity Securities; shall remain in full force and effect and is and shall be irrevocable until the termination of this Agreement and is coupled with an interest and an integral part of the benefits and obligations of each of Sprint and Sprint L.P. and the rights and benefits of the Company and Newco.
Voting Agreement Proxy. (a) The Participant hereby agrees to vote all Shares of Common Stock acquired pursuant to the terms of this Option, with respect to any matter in which the Participant shall have the right to vote, in accordance with the recommendation of the Board. Without limiting the generality of the foregoing voting agreement, in the event of an Approved Sale (as defined below), the Participant agrees (i) to vote all such Shares of Common Stock then owned by the Participant at any regular or special meeting of shareholders (or consent pursuant to a written consent in lieu of such meeting) in favor of such Approved Sale, and to raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged or approved, (ii) to waive any and all dissenters’, appraisal or similar rights with respect to such Approved Sale, and (iii) if the Approved Sale is structured as a sale of equity securities by the shareholders of the Company, to sell all such Shares of Common Stock then owned by the Participant on the terms and conditions of such Approved Sale. “Approved Sale” means a Change in Control which has been approved by the Board. The Participant will take all actions requested by the Company in connection with the consummation of an Approved Sale, including, without limitation, entering into an agreement reflecting the terms of the Approved Sale, surrendering certificates, giving customary and reasonable representations and warranties, and executing and delivering customary certificates or other documents.
Voting Agreement Proxy. For so long as this Agreement is in effect, each Shareholder agrees that:
(a) He shall vote, or cause to be voted, all of his Shares in favor of the approval and adoption of the Merger as provided for in the Merger Agreement and the transactions contemplated therein.
(b) In any meeting of the stockholders of Peerless called to consider the Merger and in any action by consent of the stockholders of Peerless with respect to the Merger, he shall vote or cause to be voted all of his Shares: (i) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of Peerless under the Merger Agreement or of such Shareholder under this Agreement; and (ii) against any action or agreement that would impede, interfere with or discourage the transactions contemplated by the Merger Agreement, including, without limitation: (1) any extraordinary corporate transaction, such as a merger, reorganization or liquidation involving Peerless or any of its subsidiaries, (2) a sale or transfer of a material amount of assets of Peerless or any of its subsidiaries or the issuance of securities by Peerless or any of its subsidiaries; (3) any change in the Peerless Board of Directors, (4) any change in the present capitalization or dividend policy of Peerless or any of its subsidiaries (other than as contemplated by the Merger Agreement) or (5) any other material change in Peerless' or any of its subsidiaries' corporate structure or business.
(c) He shall, upon request, grant Jack Xxxxx xx irrevocable proxy appointing Jack Xxxxx xx its designee(s), with full power of substitution, its attorney and proxy to vote all such Shareholder's Shares at any meeting of the stockholders of Peerless called to consider the Merger or in connection with any action by written consent by the stockholders of Peerless with respect to the Merger. Each Shareholder acknowledges and agrees that such proxy, if and when given, will be coupled with an interest, will be irrevocable and shall not be terminated by operation of law or otherwise upon the occurrence of any event and that no subsequent proxies will be given ( and if given will not be effective).
(d) Nothing contained herein shall be deemed to vest in Jack Xxxxx xxx direct or indirect ownership of any Shares. By reason of this Agreement, Jack Xxxxx xxxll have no authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the policies o...
Voting Agreement Proxy. Shareholder shall vote or cause to be voted all of the Shares (a) in favor of the Merger and the approval and adoption of the Merger Agreement at every meeting of shareholders of Percon at which such matters are considered and at every adjournment or postponement thereof and (b) against any Percon Acquisition Proposal at every meeting of the shareholders of Percon at which such matters are considered and at every adjournment thereof. Shareholder shall deliver to PSC immediately upon request therefor a proxy substantially in the form attached hereto as Exhibit A, which proxy shall be irrevocable to the extent permitted by law (except that such proxy shall be deemed automatically revoked upon a termination of this Agreement in accordance with Section 17), with the total number of Shares correctly indicated thereon.
Voting Agreement Proxy. The Borrowers shall have delivered evidence that it has obtained the irrevolcable consent of the holders of not less than 50% of the outstanding shares of Common Stock as of the record date to the amendment to NaturalNano’s certificate of incorporation set forth in Section 7.13 of this Agreement.
Voting Agreement Proxy. Each Stockholder, MSD Stockholder and Management Stockholder hereby agrees that, during the term of this Agreement, at any meeting of the stockholders of the Company, however called, or any adjournment thereof, or by written consent, such Stockholder, MSD Stockholder or Management Stockholder shall be present (in person or by proxy) and vote (or cause to be voted), or execute a written consent in respect of, all of its Shares (i) in favor of ratification or approval of any merger agreement to be entered into in connection with a Required Merger, and the consummation of any Required Merger, and (ii) against any action or agreement that would be in any way inconsistent or in conflict with any Required Merger. Each Stockholder (other than the Buyers), MSD Stockholder and Management Stockholder hereby appoints HWH as such Stockholder's, MSD Stockholder's or Management Stockholder's attorney and proxy with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to the Shares of such Stockholder, MSD Stockholder or Management Stockholder, solely on the matters and in the manner specified in this Section 3.06.
Voting Agreement Proxy. (a) For so long as this Agreement is in effect, at any meeting of the shareholders of the Company, however called, and in any action by consent of the shareholders of the Company or in any other circumstances upon which a vote, consent or other approval is sought, each Shareholder shall vote (or cause to be voted), or, if applicable, give consent or approval with respect to, all of such Shareholder’s Shares (and any other Shares over which such Shareholder has voting power, whether issued heretofore or hereafter) that such Shareholder has the right to vote, or is able to control the voting of, in favor of the Merger and the Merger Agreement and any Approved Transaction. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent.
(b) For so long as this Agreement is in effect, at any meeting of the shareholders of the Company, however called, and in any action by consent of the shareholders of the Company or in any other circumstances upon which a vote, consent or other approval is sought, each Shareholder shall vote (or cause to be voted), or, if applicable, give consent or approval with respect to, all of the Shares of such Shareholder (and any other Shares over which such Shareholder has voting power whether issued heretofore or hereafter) that such Shareholder has the right to vote, or is able to control the voting of, against (i) any transaction or series of transactions that, individually or collectively, would constitute an Alternative Transaction (as defined below), (ii) any amendment to the Company’s articles of incorporation or bylaws or the articles of incorporation, bylaws or similar organizational documents of any Subsidiary of the Company, and (iii) any other amendment, proposal or transaction involving the Company or any Subsidiary thereof, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger or any Approved Transaction or which is reasonably likely to result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled.
(c) Each Shareholder, in furtherance of the transactions contemplated hereby, the Merger and the other Approved Transactions, and in order to secure the performance of its or his duties under this Agreement, hereby g...
Voting Agreement Proxy. Each of Primus, PNC, WSDF and the Stockholders severally agrees that, in the event and to the extent it holds securities of the Company which entitle it, pursuant to the present Articles of Organization of the Company or pursuant to applicable Massachusetts law, to vote upon the authorization of the Articles Amendment or to vote upon any other matter relative to the Plan of Reorganization and Reclassification, for and in consideration of the like covenants and undertakings herein contained, each and all of said parties shall vote affirmatively for the authorization of the Restated Articles, and for the authorization of all other transactions on the part of the Company herein contemplated, at any meeting of stockholders or securities holders of the Company, or any class thereof, or pursuant to any written consent to any action in lieu of any such meeting. Each and any such parties further acknowledge that any notice of any meeting at which the Plan of Recapitalization and Reclassification would or might be considered by securities holders of the Company shall provide a notice of the rights of dissenting stock holders for an appraisal of their shares pursuant to Sections 76 and 86-98 of Chapter 156B of the General Laws of The Commonwealth of Massachusetts, substantially in the form annexed as Exhibit E. Each of the parties hereto irrevocably agrees to and does --------- hereby waive its rights of appraisal, if any, whether arising under said statutory sections or otherwise, and agrees to execute any and all documents requested by the Company further to evidence such waiver or their respective consents to the Plan of Recapitalization and Reclassification. In furtherance of the within voting agreement of security holders of the Company, each of Primus, PNC and WSDF agrees to and does hereby constitute Xxxx X. Xxxx and Xxxxxxx X. Xxxxx or either of them as their duly designated proxy and attorney in fact, in order to effectuate the provisions of this Section 6, and has executed and does hereby deliver the several proxies annexed hereto as Exhibits -------- F-1 through F-3. Each of Primus, PNC and WSDF does hereby further declare that --- --- its respective proxy is coupled with an interest and is irrevocable. Notwithstanding anything herein to the contrary, nothing herein shall be interpreted to mean that Primus, PNC and WSDF are acting in concert as a group in connection with the voting arrangement described hereunder.
Voting Agreement Proxy. Fradxxxx xxxll have the right, pursuant to this Agreement, to direct, in his sole discretion, the manner in which the Sullxxxx Xxxres are voted at any and all annual or special meetings of the stockholders of the Company and to direct the execution (or abstention from execution) of any consents in lieu thereof. In support of such right, and as part of the consideration provided herewith, Sullxxxx xxxll execute an irrevocable proxy (the "PROXY"), coupled with an interest, in the form attached hereto as Exhibit A, granting Fradxxxx xxx right to attend any and all annual or special meetings of the stockholders of the Company occurring during the term of this Agreement and to vote, execute consents, and otherwise represent, with full power of substitution, the Sullxxxx Xxxres as Fradxxxx xxxs fit and in Fradella's sole and unrestricted discretion.
