Voting of Common Stock. Each Stockholder hereby agrees that, during the time this Agreement is in effect, at any meeting of the stockholders of the Company, however called, or in any other circumstance in which the vote, consent or approval of stockholders of the Company, in their capacity as stockholders, is sought, such Stockholder shall (a) vote such Stockholder's shares of Common Stock to approve and vote in favor of the Merger Agreement and the transactions contemplated by the Merger Agreement and any other actions or agreements required in furtherance thereof; (b) vote such Stockholder'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 Stockholder'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 Parent; (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 Stockholder Shareholder hereby severally (and not jointly) agrees that, during the time this Agreement is in effect, at any meeting of the stockholders shareholders of the Company, however called, or in any other circumstance in which the vote, consent or approval of stockholders shareholders of the Company, in their capacity as stockholders, Company is sought, such Stockholder Shareholder shall (a) vote such StockholderShareholder's shares of Common Stock to approve and vote in favor of the Merger Agreement and the transactions contemplated by the Merger Agreement and any other actions or agreements required in furtherance thereofAgreement; (b) vote such StockholderShareholder'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 StockholderShareholder'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 Parentthe 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. Except as set forth in this Agreement, Stockholder may vote the Common Stock on all other matters.
Appears in 2 contracts
Samples: Voting Agreement (Shoneys Inc), Voting Agreement (Shoneys Inc)
Voting of Common Stock. Each Stockholder Shareholder hereby severally (and not jointly) agrees that, during the time this Agreement is in effect, at any meeting of the stockholders shareholders of the Company, however called, or in any other circumstance in which the vote, consent or approval of stockholders shareholders of the Company, in their capacity as stockholdersshareholders, is sought, such Stockholder Shareholder shall (a) vote such StockholderShareholder's shares of Common Stock to approve and vote in favor of the Merger Agreement and the transactions contemplated by the Merger Agreement and any other actions or agreements required in furtherance thereof; (b) vote such StockholderShareholder'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 StockholderShareholder'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 Parent; (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.Purchaser;
Appears in 1 contract
Samples: Voting Agreement (Coulter Jamie B)
Voting of Common Stock. Each Stockholder Shareholder hereby severally (and not jointly) agrees that, during the time this Agreement is in effect, at any meeting of the stockholders shareholders of the Company, however called, or in any other circumstance in which the vote, consent or approval of stockholders shareholders of the Company, in their capacity as stockholdersshareholders, is sought, such Stockholder Shareholder shall (a) vote such StockholderShareholder's shares of Common Stock to approve and vote in favor of the Merger Agreement and the transactions contemplated by the Merger Agreement and any other actions or agreements required in furtherance thereof; (b) vote such StockholderShareholder'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 StockholderShareholder'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 Parentthe Purchaser; (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 1 contract
Samples: Voting Agreement (Lone Star Steakhouse & Saloon Inc)