Voting of Shares; Irrevocable Proxy. The Shareholder agrees that until the earlier of (a) the Effective Time and (b) the termination of the Merger Agreement (the earliest of such dates being hereinafter referred to as the "Expiration Date"), the Shareholder shall vote all Gladstone Shares owned by the Shareholder at any meetings of Gladstone's shareholders (whether annual or special and whether or not an adjourned or postponed meeting), or, if applicable, take action by written consent (x) for adoption of the Merger Agreement and in favor of the Merger and any other transaction contemplated by the Merger Agreement, as such Merger Agreement may be modified or amended from time to time (but not to reduce the consideration to be received by the Shareholder for her shares of Gladstone Common Stock, and (y) against any action, omission or agreement which would impede or interfere with, or have the effect of discouraging, the Merger, including, without limitation, any Acquisition Proposal (as hereinafter defined) other than the Merger. 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. In the event that the Shareholder shall fail to comply with the provisions of this Section 1 (as determined by the Buyer in good faith), the Shareholder hereby agrees that such failure shall result, without any further action by the Shareholder, in the irrevocable appointment of the Buyer, until the Expiration Date, as his attorney-in-fact and proxy, with full power of substitution, to vote and otherwise act (by written consent or otherwise) with respect to the Gladstone which the Shareholder is entitled to vote at any meeting of shareholders (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, on the matters and in the manner specified in Section 1 above. THE SHAREHOLDER ACKNOWLEDGES THAT THIS PROXY IS COUPLED WITH AN INTEREST AND CONSTITUTES, AMONG OTHER THINGS, AN INDUCEMENT FOR THE BUYER TO ENTER INTO THE MERGER AGREEMENT, IS IRREVOCABLE AND SHALL NOT BE TERMINATED BY OPERATION OF LAW UPON THE OCCURRENCE OF ANY EVENT, INCLUDING, WITHOUT LIMITATION, THE DEATH OR INCAPACITY OF THE SHAREHOLDER.
Voting of Shares; Irrevocable Proxy. (a) During the term of this Agreement, Stockholder in its capacity as such, hereby agrees to vote all of its Shares at any annual, special or adjourned meeting of the stockholders of the Company (1) in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the approval and adoption of the terms thereof and hereof; and (2) except as otherwise agreed to in writing in advance by JRCC, against the following actions (other than the Merger and the other transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its subsidiaries with any person, other than JRCC; (ii) a sale, lease or transfer of a material amount of assets of the Company or one of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or its subsidiaries; or (iii) (A) any change in a majority of the persons who constitute the Board of Directors of the Company as of the date hereof; (B) any change in the present capitalization of the Company or any amendment of the Company's certificate of incorporation or bylaws, as amended to date; (C) any other material change in the Company's corporate structure or business; or (D) any action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or adversely affect the Merger and the other transactions contemplated by this Agreement and the Merger Agreement.
Voting of Shares; Irrevocable Proxy. (a) From the period commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, at every meeting of the holders of Shares and at every adjournment or postponement thereof, each Stockholder shall vote or cause to be voted such Stockholder’s Subject Shares as follows (and, exclusively to the extent such Stockholder fails to act in accordance with its obligations under this Section 1(a), shall authorize a proxy in favor of Parent to vote such Subject Shares accordingly):
Voting of Shares; Irrevocable Proxy. Shareholder agrees that until the earlier of the Closing Date or the termination of this Agreement, each such Shareholder shall vote all shares of Seller common stock owned by the Shareholder at any meeting of the stockholders of Seller or take action by written consent for adoption of this Agreement, as hereby amended, and in favor of the acquisition and any other transactions contemplated by this Agreement, and against any action, omission or agreement which would impede or interfere with, or have the effect of discouraging, the acquisition contemplated hereby.
Voting of Shares; Irrevocable Proxy. (a) During the term of this Agreement, each Stockholder in its capacity as such hereby agrees to vote each of its Shares at any annual, special or adjourned meeting of the stockholders of the Company (1) in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the approval and adoption of the terms thereof and hereof; and (2) except as otherwise agreed to in writing in advance by Parent, against the following actions (other than the Merger and the other transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its subsidiaries; (ii) a sale, lease or transfer of a material amount of assets of the Company or one of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or its subsidiaries; or (iii) (A) any change in a majority of the persons who constitute the Board of Directors of the Company as of the date hereof; (B) any change in the present capitalization of the Company or any amendment of the Company's certificate of incorporation or bylaws, as amended to date; (C) any other material change in the Company's corporate structure or business; or (D) any action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or adversely affect the Merger and the other transactions contemplated by this Agreement and the Merger Agreement.
Voting of Shares; Irrevocable Proxy. (a) During the term of this Agreement, and solely with respect to voting on the matters described in Section 2(b) below, the Holder shall not, and it shall not permit any entity under its control to, deposit any of the Shares in a voting trust, grant any proxies with respect to the Shares, grant any power of attorney with respect to the Shares or subject any of the Shares to any arrangement with respect to the voting of the Shares other than agreements entered into with Majesco. For the avoidance of doubt, this Agreement and the proxies and powers of attorney created hereby shall not apply to any matters submitted to the stockholders of the Company (including the right to elect directors of the Company at any annual or special meeting of the Company’s stockholders) other than the matters described in Section 2(b) below.
Voting of Shares; Irrevocable Proxy. Stockholder hereby agrees to vote all of the Shares, and any other common shares (and any other voting securities issued or exchanged with respect to such shares upon any reclassification, recapitalization, reorganization, stock split, stock dividend or other change in the capital structure of the Company) of the Company, which Stockholder may own, or have the power to vote, (i) in the manner directed by Buyer with respect to any and all matters directly or indirectly related to the acquisition of the Company by Buyer, and (ii) against any other mergers, recapitalizations, business combinations, sales of assets, liquidations or similar transactions involving the Company, or any other matters which would be inconsistent with Buyer's intended acquisition of the Company. In furtherance of Stockholder's voting agreement in this paragraph, Stockholder hereby revokes any and all previous proxies with respect to any of the Shares, and grants to Buyer and such individuals or corporations as Buyer may designate an irrevocable proxy to vote all of the Shares owned by Stockholder in accordance with this paragraph on any matters which may be presented to shareholders of the Company with respect to any and all matters directly or indirectly related to the acquisition of the Company by Buyer or any other mergers, recapitalizations, business combinations, sales of assets, liquidations or similar transactions involving the Company, and any other matters which would be inconsistent with Buyer's proposed acquisition of the Company. Stockholder hereby acknowledges that such proxy is coupled with an interest and irrevocable. In addition, Stockholder hereby agrees to execute such additional documents as Buyer may reasonably request to effectuate its voting rights under this paragraph.
Voting of Shares; Irrevocable Proxy. The following language is hereby added as Section 9.4 to the Original Agreement:
Voting of Shares; Irrevocable Proxy. (a) Each General Atlantic Stockholder hereby grants to Xxxxxx a proxy to vote its Voting Stock, which proxy is irrevocable and coupled with an interest, until the earlier of (i) the IPO Effectiveness Date or (ii) December 31, 1999; provided, however, the grant by each General Atlantic -------- ------- Stockholder of such proxy (x) shall not relieve the Company of its obligation to provide each General Atlantic Stockholder all notices, documents and other information provided, or required to be provided, to other Stockholders in their capacity as Stockholders and (y) shall not restrict any General Atlantic Stockholder from exercising its right as a stockholder to attend and participate in Stockholders Meetings, other than to vote the Voting Stock held by such General Atlantic Stockholder.
Voting of Shares; Irrevocable Proxy. Escrow Agent shall have sole voting rights with respect to the Shares held in the Escrow Account (and any voting securities added to the Escrow Account in respect of such Shares). By execution of this Agreement, Makena hereby grants Escrow Agent its irrevocable proxy and appoints Escrow Agent as its attorney and proxy, with full power of substitution, to vote and exercise all voting with respect to the Shares during such time that they are held in the Escrow Account. Makena acknowledges that this proxy is coupled with an interest and is irrevocable (to the maximum extent permitted by law).
