Voting of Shares; Further Assurances. (a) Each Stockholder, by this Agreement, with respect to those Shares that it owns of record, does hereby constitute and appoint Parent, or any nominee of Parent, with full power of substitution, during and for the term of the Option granted by such Stockholder hereunder (or, following termination of the Merger Agreement, during such periods as the Options are exercisable), as its true and lawful attorney and proxy, for and in its name, place and stead, to vote each of such Shares as its proxy, at every annual, special or adjourned meeting of the stockholders of the Company (including the right to sign its name (as stockholder) to any consent, certificate or other document relating to the Company that the law of the State of Colorado may permit or require) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination between the Company and any person or entity (other than the Merger) or any other 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 or which could result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees to cause the Shares owned by it beneficially to be voted in accordance with the foregoing. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement.
(b) Each Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Parent the power to carry out the provisions of this Agreement.
Voting of Shares; Further Assurances. (a) The Stockholder, with respect to all Shares, does hereby irrevocably (until the termination hereof in accordance with Section 5.12) constitute and appoint NCP-SBG with full power of substitution, as his or its true and lawful attorney and proxy, for and in his or its name, place and stead, to vote each of such Shares as his or its proxy, at any annual, special or adjourned meeting of the stockholders of the Company (including the right to sign his or its name, as stockholder, to any consent, certificate or other document relating to the Company that may be permitted or required by applicable Law) (i) in favor of the adoption of the Merger Agreement, (ii) against any transaction pursuant to an Acquisition Proposal (as defined herein) or any other 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 or which could result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled or could impede, interfere with, delay or materially adversely affect the Merger or the transactions contemplated hereby or by the Merger Agreement and (iii) in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement. THE STOCKHOLDER ACKNOWLEDGES THAT PURCHASER AND MERGERCO ARE ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON THIS AGREEMENT AND INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE STOCKHOLDER WITH RESPECT TO THE SHARES. NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL BE AUTOMATICALLY REVOKED WITHOUT ANY FURTHER ACTION ON THE PART OF ANY STOCKHOLDER OR PURCHASER UPON THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12. The Stockholder further agrees to cause all Shares controlled or owned by him beneficially and of record to be voted in accordance with the foregoing. The Stockholder hereby acknowledges both receipt of a copy of the Merger Agreement and that such Stockholder understands the contents thereof.
(b) The Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Purchaser the power to carry out the provi...
Voting of Shares; Further Assurances. The Stockholder, by this Agreement, does hereby constitute and appoint the Purchaser, or any nominee of the Purchaser, with full power of substitution, during and for the term of this Agreement, as such Stockholder's true and lawful attorney and proxy, for and in its name, place and stead, to vote each of the Stockholder's Shares as such Stockholder's proxy, at the VFC Special Meeting (including the right to sign the Stockholder's name (as a stockholder) to any consent, certificate or other document relating to the Company that the DGCL may permit or require) (a) in favor of the adoption of the Merger Agreement and approval of the Transactions, (b) in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon at the VFC Special Meeting, and (c) against any Acquisition Proposal or any other action or agreement that would result in a breach of any covenant, representation or warranty or another obligation or agreement of the Company under the Merger Agreement or that could result in any of the conditions to the Parent's or Purchaser's obligations under the Merger Agreement not being fulfilled. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Stockholder acknowledges receipt and review of a copy of the Merger Agreement. Nothing in this Section 1.3 or elsewhere in this Agreement shall affect the Stockholders fiduciary obligations as an officer or director of VFC.
Voting of Shares; Further Assurances. From the date of the Original Option Agreement, Stockholder agrees to cause the Owned Shares to be voted as follows:
(i) against any proposal for any recapitalization, merger, sale of assets or other business combination between the Company and any person or entity (other than the Transactions) or any other action or agreement that (x) would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Transaction Agreement, (y) could result in any of the conditions to the Company's obligations under the Transaction Agreement not being fulfilled or (z) could otherwise impair the ability of Parent or Purchaser to exercise any of the Options and (ii) in favor of any other matter relating to consummation of the Transactions. From the date of the Original Option Agreement, Stockholder further agrees to cause such Owned Shares to be voted in accordance with the foregoing. Stockholder acknowledges receipt and review of a copy of the Transaction Agreement.
Voting of Shares; Further Assurances. (a) Each Shareholder, by this Agreement, during and for the Voting Term, with respect to those Shares that it owns of record at the time of such vote, hereby agrees to vote each of such Shares at every annual, special or adjourned meeting of the stockholders of IVAX (or pursuant to any consent, certificate or other document relating to IVAX that the laws of the State of Florida may permit or require) (i) in favor of the approval of the Merger Agreement and the Mergers, (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination between IVAX and any person or entity (other than the Mergers) or any other action or agreement that would result in any of the conditions to IVAX's obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Agreement. Each Shareholder further agrees to cause the Shares owned by it beneficially at the time of such vote to be voted in accordance with the foregoing.
(b) For the purposes of this Agreement, "Voting Term" shall mean the period from the execution of this Agreement until the earliest of (i) the Effective Time, (ii) 12 months after the termination of the Merger Agreement, if the Merger Agreement is terminated for a cause pursuant to which Bergen is entitled to the payment of the amount specified in Section 8.05(b) of the Merger Agreement, or (iii) the termination of the Merger Agreement for any other cause.
Voting of Shares; Further Assurances. (a) Each Stockholder, by this Agreement, with respect to its Shares, does hereby constitute and appoint Sub and Acquiror, or any nominee of Sub and Acquiror, with full power of substitution, from the date hereof to the earlier to occur of the termination of the Merger Agreement or the Effective Time, as its true and lawful attorney and proxy (its "Proxy"), for and in its name, place and stead, to vote each of such Shares as its Proxy, at every annual, special or adjourned meeting of the stockholders of the Company, including the right to sign its name (as stockholder) to any consent, certificate or other document relating to the Company that the law of the State of Delaware may permit or require:
(i) in favor of the Merger, the Merger Agreement (as amended from time to time) and the transactions contemplated by the Merger Agreement;
(ii) against any Acquisition Proposal for any recapitalization, merger (other than the Merger), sale of assets or other business combination between the Company and any person or entity (other than Acquiror or Sub) or any other action or agreement that would result in a breach of any covenant or any other obligation or agreement of the Company under the Merger Agreement or which could result in any of the conditions to the Merger Agreement not being fulfilled; and
(iii) against (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries, (B) any sale, lease, or transfer by the Company of a material amount of assets (including stock) of the Company or any of its Subsidiaries, or a reorganization, restructuring, recapitalization, special dividend, dissolution or liquidation of the Company or any of its Subsidiaries; or (C)
(1) any change in a majority of the persons who constitute the board of directors of the Company or any of its Subsidiaries; (2) any change in the present capitalization of the Company or any of its Subsidiaries including any proposal to sell a substantial equity interest in the Company or any of its Subsidiaries; any amendment of the Company or any of its Subsidiaries' charters or By-laws; (4) any other change in the Company or any of its Subsidiaries' corporate structure or business; or (5) any other action which, in the case of each of the matters referred to in clauses (C)(1), (2), (3) or (4), is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or materially adversely affect ...
Voting of Shares; Further Assurances. Shareholder will vote the ------------------------------------ Shares (i) in favor of the adoption of the Merger Agreement and approval of the Berkshire Merger and the Transactions and (ii) in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon at the Berkshire Special Meeting.
Voting of Shares; Further Assurances. (a) The Shareholder, by this Agreement, does hereby constitute and appoint the Purchaser, or any nominee of the Purchaser, with full power of substitution, during and for the term of the Option, as such Shareholder's true and lawful attorney and proxy, for and in its name, place and stead, to vote each of the Shareholder's Shares as such Shareholder's proxy, at every annual, special or adjourned meeting of the shareholders of the Company (including the right to sign its name (as shareholder) to any consent, certificate or other document relating to the Company that Pennsylvania Law may permit or require) (i) in favor of the adoption of the Merger Agreement and the Long-Form Merger, if applicable, and the other transactions contemplated by the Merger Agreement, (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination between the Company and any person or entity (other than the Merger or the Long-Form Merger) or any other action or agreement that would result
Voting of Shares; Further Assurances. (a) Each Stockholder (which term under this Section 2.1 shall be deemed to include each of the Investors), with respect to those Shares that such Stockholder owns of record, does hereby, during and for the Term, agree to vote (except as noted on Exhibit A) each of such Shares at every annual, special or adjourned meeting of the stockholders of the Company to authorize the Company to take all actions necessary to cause the Company to be managed at all times by a Board which shall be comprised (x) so long as BT owns at least 5% of the 10,155,626 Common Equivalents (as hereinafter defined) which are outstanding on the date hereof (comprised of 7,187,288 shares of issued and outstanding shares of Common Stock, 1,699,993 shares of Common Stock issuable pursuant to outstanding options granted pursuant to the Stock Option Plans (as defined in the Purchase Agreement) and out of plan grants and 1,268,345 shares of Common Stock issuable pursuant to the Warrants (as defined in the Purchase Agreement) as the same may be adjusted by stock splits, consolidations, reclassifications, reorganizations or like adjustments; provided, that for the purpose of calculating the foregoing percentage of Common Equivalents there shall be excluded any changes in the number of Common Equivalents outstanding and the number of Common Equivalents owned by the Investors resulting from any adjustments made pursuant to Sections 4(c) or (d) of the Warrants), of one Director designated by BT, and (y) so long as BS owns at least 5% of the 10,155,626 Common Equivalents (as hereinafter defined) which are outstanding on the date hereof (comprised of 7,187,288 shares of issued and outstanding shares of Common Stock, 1,699,993 shares of Common Stock issuable pursuant to outstanding options granted pursuant to the Stock Option Plans (as defined in the Purchase Agreement) and out of plan grants and 1,268,345 shares of Common Stock issuable pursuant to the Warrants (as defined in the Purchase Agreement) as the same may be adjusted by stock splits, consolidations, reclassifications, reorganizations or like adjustments; provided, that for the purpose of calculating the foregoing percentage of Common Equivalents there shall be excluded any changes in the number of Common Equivalents outstanding and the number of Common Equivalents owned by the Investors resulting from any adjustments made pursuant to Sections 4(c) or (d) of the Warrants), of one Director designated by BS. In this Section 2.1 (a) the term ...
Voting of Shares; Further Assurances. The Stockholder, by this Agreement, with respect to those Shares that the Stockholder owns of record on the record date for voting at any meeting (special or annual) of the stockholders of the Company, to vote such shares (or to execute written consents with respect to such Shares) against any Acquisition Proposal (as hereinafter defined). The Stockholder agrees to vote the Shares owned by it beneficially to be voted in accordance with the foregoing. For purposes hereof, Acquisition Proposal shall mean any inquiry, proposal or acquisition or purchase of a substantial amount of assets of the Company or of over 10% of any class of equity securities of the Company, or any merger, consolidation, business combination, sale of substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving the Company other than the transactions contemplated by the Purchase Agreement, or any other transaction the consummation of which would reasonably be expected to impede, interfere with, prevent or materially delay the Transaction or which would reasonably be expected to dilute materially the benefits to World Access of the Transaction.
