Common use of Voting of Common Stock Clause in Contracts

Voting of Common Stock. Each Shareholder hereby severally (and not jointly) agrees that, during the time this Agreement is in effect, at any meeting of the shareholders of the Company, however called, or in any other circumstance in which the vote, consent or approval of shareholders of the Company is sought, such Shareholder shall (a) vote such Shareholder's shares of Common Stock to approve and vote in favor of the Merger Agreement; (b) vote such Shareholder's shares of Common Stock against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) vote such Shareholder's shares of Common Stock against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company or any of its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Buyer; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business.

Appears in 2 contracts

Samples: Voting Agreement (Shoneys Inc), Voting Agreement (Shoneys Inc)

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Voting of Common Stock. Each Shareholder Stockholder hereby severally (and not jointly) agrees that, during the time this Agreement is in effect, at any meeting of the shareholders stockholders of the Company, however called, or in any other circumstance in which the vote, consent or approval of shareholders stockholders of the Company Company, in their capacity as stockholders, is sought, such Shareholder Stockholder shall (a) vote such ShareholderStockholder's shares of Common Stock to approve and vote in favor of the Merger AgreementAgreement and the transactions contemplated by the Merger Agreement and any other actions or agreements required in furtherance thereof; (b) vote such ShareholderStockholder's shares of Common Stock against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) vote such ShareholderStockholder's shares of Common Stock against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company or any of its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the BuyerParent; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business. Except as set forth in this Agreement, Stockholder may vote the Common Stock on all other matters.

Appears in 2 contracts

Samples: Voting Agreement (Smith & Wollensky Restaurant Group Inc), Voting Agreement (Smith & Wollensky Restaurant Group Inc)

Voting of Common Stock. Each Shareholder hereby severally (and not jointly) agrees that, during the time this Agreement is in effect, at any meeting of the shareholders of the Company, however called, or in any other circumstance in which the vote, consent or approval of shareholders of the Company Company, in their capacity as shareholders, is sought, such Shareholder shall (a) vote such Shareholder's shares of Common Stock to approve and vote in favor of the Merger AgreementAgreement and the transactions contemplated by the Merger Agreement and any other actions or agreements required in furtherance thereof; (b) vote such Shareholder's shares of Common Stock against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) vote such Shareholder's shares of Common Stock against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company or any of its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the BuyerPurchaser; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business.

Appears in 1 contract

Samples: Voting Agreement (Lone Star Steakhouse & Saloon Inc)

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Voting of Common Stock. Each Shareholder hereby severally (and not jointly) agrees that, during the time this Agreement is in effect, at any meeting of the shareholders of the Company, however called, or in any other circumstance in which the vote, consent or approval of shareholders of the Company Company, in their capacity as shareholders, is sought, such Shareholder shall (a) vote such Shareholder's shares of Common Stock to approve and vote in favor of the Merger AgreementAgreement and the transactions contemplated by the Merger Agreement and any other actions or agreements required in furtherance thereof; (b) vote such Shareholder's shares of Common Stock against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) vote such Shareholder's shares of Common Stock against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company or any of its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Buyer; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business.Purchaser;

Appears in 1 contract

Samples: Voting Agreement (Coulter Jamie B)

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