Voting and Support Agreement. Concurrently with the execution and delivery of this Agreement, the Company shall cause to be executed and delivered to Nicolet a voting and support agreement, in the form attached hereto as Exhibit B, approving this Agreement and the consummation of the Contemplated Transactions, executed by each director of the Company who holds Company Common Stock.
Voting and Support Agreement. (a) Except as contemplated or permitted under the Merger Agreement, during the period commencing on the date hereof and ending at the Expiration Time, at any meeting of the stockholders of the Company, and in any action by written consent of the stockholders of the Company distributed by the Board of Directors of the Company or otherwise undertaken in respect of or as contemplated by the Merger Agreement or the transactions contemplated thereby in a form reasonably acceptable to Acquiror, the Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Stockholder Shares (to the extent such Stockholder Shares are entitled to vote on or provide consent with respect to such matter):
(i) to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger;
(ii) in any other circumstances upon which a consent, waiver or other approval is required under the Company Organizational Documents or under any agreements between the Company and its stockholders or otherwise sought with respect to the Merger Agreement or the transactions contemplated thereby, to vote, consent, waive or approve (or cause to be voted, consented, waived or approved) all of the Stockholder’s Stockholder Shares held at such time in favor thereof (to the extent such Stockholder Shares are entitled to vote on or provide consent, waiver or approval with respect to such matter);
(iii) against any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (other than the Merger Agreement and the transactions contemplated thereby, including the Merger);
(iv) against any change in the business, management or Board of Directors of the Company that would or would reasonably be expected to adversely affect the ability of the Company to consummate the transactions contemplated by the Merger Agreement, including the Merger; and
(v) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Support Agreement, the Merger Agreement or the transactions contemplated thereby, including the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement, (C) result in any of the conditions set forth in Article IX of the Merger Agreement not being fulf...
Voting and Support Agreement. Each Holder hereby agrees that the Shares issued pursuant to this Agreement shall be subject to the terms and conditions of that certain Voting and Support Agreement dated as of July 3, 2019, among Digirad Corporation (“Digirad”) and the Holders, and shall be deemed Shareholder Shares as defined therein.
Voting and Support Agreement. Each of the Investors acknowledges and agrees that, concurrently with execution of the Merger Agreement, and as a condition to the Company’s willingness to enter into the Merger Agreement, the MD Investors are executing a Voting and Support Agreement (the “Voting Agreement”) with the Company in the form set forth on Exhibit G. Notwithstanding any other provision of this Agreement, compliance by the MD Investors with the terms of the Voting Agreement shall not be deemed to violate this Agreement or any representation, warranty, covenant or other provision herein.
Voting and Support Agreement. Without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), prior to the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries to, (a) amend or otherwise modify, or agree to amend or otherwise modify, the Voting and Support Agreement or any other contract between Parent or any of its Subsidiaries, on the one hand, and the Stockholder, on the other hand, or (b) enter into, or agree to enter into, any contract between Parent or any of its Subsidiaries, on the one hand, and the Stockholder, on the other hand.
Voting and Support Agreement. Until the Company Stockholders’ Meeting, the Company shall use its commercially reasonable efforts to cause those Persons identified on Schedule 4.25(a) to enter into a voting and support agreement, which shall be substantially in the form of Exhibit B (the “Voting and Support Agreement”) with respect to Persons holding Company Common Stock which, in each case, among other things, sets forth such Persons’ respective agreements to vote in favor of, as applicable, the Merger, the election of the persons identified on Schedule 4.26 to the Bearing Board and the other transactions contemplated hereby.
Voting and Support Agreement. The Company shall have received a copy of the Voting and Support Agreement, duly executed by each of the persons set forth on Schedule 4.25(b).
Voting and Support Agreement. The Voting and Support Agreement executed by each Person listed on SECTION 6.3(h) of the Company Disclosure Schedule will continue to be in full force and effect, and each such Person will continue to be bound by the Voting and Support Agreement, as of immediately following the Effective Time.
Voting and Support Agreement. WAIVER OF ANTI-DILUTION RIGHTS; COVENANTS
Voting and Support Agreement. Concurrently with the execution and delivery of this Agreement, Baylake shall cause to be executed and delivered to Nicolet a voting and support agreement, in the form attached hereto as Exhibit C-1, approving this Agreement and the consummation of the Contemplated Transactions, executed by each member of the Baylake Board.
