Voting of Shares; Proxy. (a) Subject to the provisions of Section 2(b) and 10 below, and without in any way limiting any Shareholder’s right to vote the Subject Shares held by such Shareholder in his, her or its sole discretion on any other matters that may be submitted to a Shareholder vote, consent or other approval (including by written consent) in a manner that is not inconsistent with such Shareholder’s obligations under this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, until the earlier of (y) the Effective Time or (z) the date on which the Merger Agreement is terminated (the earlier thereof being referred to as the “Expiration Date”), at any meeting of the shareholders of the Company called to vote upon the Merger, its approval or any rescission or withdrawal of such approval, or at any adjournment thereof, or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger and the Merger Agreement is sought, each Shareholder shall vote (or cause to be voted) the Subject Shares held by such Shareholder: (i) in favor of the Merger, the approval and adoption by the Company of the Merger Agreement and approval of the other transactions contemplated by the Merger Agreement; and (ii) against (A) any Acquisition Transaction other than the Proposed Transaction (a “Competitive Proposal”), (B) any change in the capital structure of the Company and (C) any other action that may reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the consummation of the transactions contemplated by the Merger Agreement or result in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement. (b) By executing this Agreement, each Shareholder, in furtherance of the transactions contemplated hereby and by the Merger Agreement, and in order to secure the performance by such Shareholder of his, her or its duties under this Agreement, hereby irrevocably appoints Xxxx XxXxxxxxxx, the attorney, agent and proxy for the undersigned and in the name, place and stead of the undersigned, in respect of any of the matters set forth in clauses (i) and (ii) of Section 2 of this Agreement, to vote or, if applicable, to give written consent, in accordance with the provisions of said Section 2 and otherwise act (consistent with the terms of this Agreement) with respect to all the Subject Shares owned by each Shareholder, as set forth on the signature page to this Agreement, which each Shareholder is or may be entitled to vote at any meeting of the Company held after the date hereof, whether annual or special and whether or not an adjourned meeting, or, if applicable, to give written consent with respect thereto. This proxy is coupled with an interest, shall be irrevocable and binding on any successor in interest of each Shareholder and shall not be terminated by operation of law upon the occurrence of any event, including without limitation, the death or incapacity of any Shareholder. The proxy set forth in this Section 2(b) shall operate to revoke any prior proxy as to the Subject Shares heretofore granted by the undersigned. This proxy shall terminate on the Expiration Date. This proxy has been executed in accordance with Section 2.29(c) of the TBCA.
Appears in 1 contract
Samples: Voting and Support Agreement (Hoshizaki America, Inc.)
Voting of Shares; Proxy. (a) Subject to the provisions of Section 2(b) and 10 below, and without in any way limiting any Shareholder’s right to vote the Subject Shares held by such Shareholder in his, her or its sole discretion on any other matters Each Stockholder agrees that may be submitted to a Shareholder vote, consent or other approval (including by written consent) in a manner that is not inconsistent with such Shareholder’s obligations under this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, until the earlier of (yi) the Effective Time (as defined in the Merger Agreement) or (zii) the date on which the Merger Agreement is terminated (the earlier thereof being hereinafter referred to as the “Expiration "Merger Termination Date”"), such Stockholder shall vote all of such Stockholder's Shares at any meeting of the shareholders of the Company called to vote upon the MergerCompany's stockholders (whether annual or special and whether or not an adjourned or postponed meeting), its approval or any rescission or withdrawal of such approvalor, or at any adjournment thereofif applicable, or in any other circumstances upon which a vote, take action by written consent or other approval (including written consent) with respect to the Merger and the Merger Agreement is sought, each Shareholder shall vote (or cause to be voted) the Subject Shares held by such Shareholder:
(i) in favor of the Merger, the for adoption and approval and adoption by the Company of the Merger Agreement and approval otherwise in favor of the other transactions contemplated by the Merger Agreement; and
(ii) against (A) any Acquisition Transaction other than the Proposed Transaction (a “Competitive Proposal”), (B) any change in the capital structure of the Company and (C) any other action that may reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the consummation of the transactions transaction contemplated by the Merger Agreement as such Merger Agreement may be modified or result amended from time to time and (ii) against any action, omission or agreement which would or could impede or interfere with, or have the effect of discouraging, the Merger, including, without limitation, any Acquisition Proposal (as defined in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement, which would materially ) 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 adversely affect for purposes of recording the Company results of such vote or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreementconsent.
(ba) By executing this AgreementAt the request of Purchaser, each ShareholderStockholder, in furtherance of the transactions contemplated hereby and by the Merger Agreement, and in order to secure the performance by such Shareholder Stockholder of his, her or its his duties under this Agreement, hereby irrevocably appoints Xxxx XxXxxxxxxxshall promptly execute, the attorney, agent and proxy for the undersigned and in the name, place and stead of the undersigned, in respect of any of the matters set forth in clauses (i) and (ii) of Section 2 of this Agreement, to vote or, if applicable, to give written consent, in accordance with the provisions of said Section 2 and otherwise act (consistent with the terms of this Agreement) with respect to all the Subject Shares owned by each Shareholder, as set forth on the signature page to this Agreement, which each Shareholder is or may be entitled to vote at any meeting of the Company held after the date hereof, whether annual or special and whether or not an adjourned meeting, or, if applicable, to give written consent with respect thereto. This proxy is coupled with an interest, shall be irrevocable and binding on any successor in interest of each Shareholder and shall not be terminated by operation of law upon the occurrence of any event, including without limitation, the death or incapacity of any Shareholder. The proxy set forth in this Section 2(b) shall operate to revoke any prior proxy as to the Subject Shares heretofore granted by the undersigned. This proxy shall terminate on the Expiration Date. This proxy has been executed in accordance with Section 2.29(c) of the TBCA.in
Appears in 1 contract
Samples: Merger Agreement (Hechinger Co)
Voting of Shares; Proxy. (a) Subject to the provisions of Section 2(b3(b) and 10 below, and without in any way limiting any Shareholder’s right to vote the Subject Shares held by such Shareholder in his, her or its sole discretion on any other matters that may be submitted to a Shareholder vote, consent or other approval (including by written consent) in a manner that is not inconsistent with such Shareholder’s obligations under this Agreement, each Shareholder hereby irrevocably and unconditionally Stockholder agrees that, until the earlier of (yi) the Effective Time (as defined in the Merger Agreement) or (zii) the date on which the Merger Agreement is terminated (the earlier thereof being referred to as the “"Expiration Date”"), without in any way limiting the Stockholder's right to vote the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval (including by written consent), at any meeting of the shareholders stockholders of the Company called upon to vote upon the Merger, its approval or any rescission recision or withdrawal of such approval, or at any adjournment thereof, or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger and the Merger Agreement is sought, each Shareholder the Stockholder shall vote (or cause to be voted) the Subject Shares held by such ShareholderShares:
(i) in favor of the Merger, the approval and adoption by the Company of the Merger Agreement and approval of the other transactions contemplated by the Merger Agreement; and
(ii) against (A) any Acquisition Transaction other than the Proposed Transaction (a “Competitive Proposal”), (B) any change in the capital structure of the Company and (C) any other action that may reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the consummation of the transactions contemplated by the Merger Agreement or result in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement.
(b) By executing this AgreementContemporaneously with the execution hereof, each Shareholderat the request of Parent, the Stockholder, in furtherance of the transactions contemplated hereby and by the Merger Agreement, and in order to secure the performance by such Shareholder the Stockholder of his, her or its duties under this Agreement, hereby has executed, in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law, and delivered to Parent, an irrevocable proxy in the form of Annex A hereto, and irrevocably appoints Xxxx XxXxxxxxxxappointed Parent or its designees, the attorneywith full power of substitution, agent its attorney and proxy for the undersigned and in the nameto vote, place and stead or, if applicable, to give consent with respect to, all of the undersigned, Subject Shares in respect of any of the matters set forth in, and in accordance with the provisions of, clauses (i) and (ii) above of Section 2 of this Agreement, to vote or, if applicable, to give written consent, in accordance with 3(a). The Stockholder acknowledges that the provisions of said Section 2 proxy executed and otherwise act (consistent with the terms of this Agreement) with respect to all the Subject Shares owned delivered by each Shareholder, as set forth on the signature page to this Agreement, which each Shareholder is or may be entitled to vote at any meeting of the Company held after the date hereof, whether annual or special and whether or not an adjourned meeting, or, if applicable, to give written consent with respect thereto. This proxy it is coupled with an interest, and constitutes, among other things, an inducement for Parent to enter into the Merger Agreement, shall be irrevocable and binding on any successor in interest of each Shareholder and shall not be terminated by operation of law upon the occurrence of any event. Notwithstanding any provision contained in such proxy, including without limitation, the death or incapacity of any Shareholder. The proxy set forth in this Section 2(b) shall operate to revoke any prior proxy as to the Subject Shares heretofore granted by the undersigned. This such proxy shall terminate on upon the Expiration Date. This proxy has been executed in accordance with Section 2.29(c) of the TBCA.
Appears in 1 contract
Voting of Shares; Proxy. (a) Subject to the provisions of Section 2(b) and 10 below, and without in any way limiting any Shareholder’s right to vote the Subject Shares held by such The Shareholder in his, her or its sole discretion on any other matters agrees that may be submitted to a Shareholder vote, consent or other approval (including by written consent) in a manner that is not inconsistent with such Shareholder’s obligations under this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, until the earlier of (yi) the Effective Time or Time, (zii) the date on which the Merger Agreement is terminated or (iii) the purchase of all of the Shares owned by the Shareholder pursuant to the Offer (the earlier earliest thereof being hereinafter referred to as the “"Expiration Date”"), the Shareholder shall vote all Shares owned by the Shareholder at any meeting of the Company's shareholders of the Company called to vote upon the Merger(whether annual or special and whether or not an adjourned meeting), its or, if applicable, take action by written consent (x) for adoption and approval or any rescission or withdrawal of such approval, or at any adjournment thereof, or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger and the Merger Agreement is sought, each Shareholder shall vote (or cause to be voted) the Subject Shares held by such Shareholder:
(i) in favor of the Merger, the approval and adoption by the Company of the Merger Agreement and approval in favor of the other transactions contemplated by the Merger Agreement; and
(ii) against (A) any Acquisition Transaction other than the Proposed Transaction (a “Competitive Proposal”), (B) any change and otherwise in the capital structure of the Company and (C) any other action that may reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the consummation favor of the transactions contemplated by the Merger Agreement as such Merger Agreement may be modified or result in a breach of amended from time to time and (y) against any of the covenantsaction, representations, warranties omission or other obligations or agreements of the Company under the Merger Agreement, agreement which would materially and adversely affect or could impede or interfere with, or have the Company or Parent or their respective abilities to consummate effect of discouraging, the transactions contemplated by the Merger Agreement, including, without limitation, any Acquisition Proposal other than the transactions contemplated by the Merger Agreement. 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.
(b) By executing this AgreementAt the request of Crane, each the Shareholder, in furtherance of the transactions contemplated hereby and by the Merger Agreement, and in order to secure the performance by such the Shareholder of his, her or its such Shareholder's duties under this Agreement, hereby shall promptly execute, in accordance with the provisions of Section 1759(c) of the Pennsylvania Business Corporation Law, and deliver to Crane, an irrevocable proxy, substantially in the form of Annex A hereto, and irrevocably appoints Xxxx XxXxxxxxxxappoint Crane or its designees, the attorneywith full power of substitution, agent such Shareholder's attorney and proxy for the undersigned and in the nameto vote, place and stead or, if applicable, to give consent with respect to, all of the undersigned, Shares owned by the Shareholder in respect of any of the matters set forth in, and in accordance with the provisions of, clauses (i) and (ii) above of Section 2 of this Agreement, to vote or, if applicable, to give written consent, in accordance with 1(a). The Shareholder acknowledges that the provisions of said Section 2 proxy executed and otherwise act (consistent with the terms of this Agreement) with respect to all the Subject Shares owned delivered by each Shareholder, as set forth on the signature page to this Agreement, which each such Shareholder is or may shall be entitled to vote at any meeting of the Company held after the date hereof, whether annual or special and whether or not an adjourned meeting, or, if applicable, to give written consent with respect thereto. This proxy is coupled with an interest, shall constitute, among other things, an inducement for Crane to enter into the Merger Agreement, shall be irrevocable and binding on any successor in interest of each Shareholder and shall not be terminated by operation of law upon the occurrence of any event, including including, without limitation, the death or incapacity of any the Shareholder. The proxy set forth Notwithstanding any provision contained in this Section 2(b) shall operate to revoke any prior proxy as to the Subject Shares heretofore granted by the undersigned. This such proxy, such proxy shall terminate on upon the Expiration Date.
(c) The Shareholder agrees, and shall take all actions necessary to ensure, that the certificate(s) evidencing the Shares shall have the following legend placed thereon (in addition to any legend required under applicable state or federal securities law): "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION PURSUANT TO A SHAREHOLDER AGREEMENT DATED AUGUST 11, 1998, BETWEEN THE SHAREHOLDER WHOSE NAME APPEARS ON THIS CERTIFICATE AND CRANE CO. This proxy has been executed in accordance with Section 2.29(c) of the TBCA(THE "SHAREHOLDER AGREEMENT")."
Appears in 1 contract
Voting of Shares; Proxy. (a) Subject to the provisions of Section 2(b) and 10 below, and without in any way limiting any Shareholder’s right to vote the Subject Shares held by such Shareholder in his, her or its sole discretion on any other matters The Stockholder agrees that may be submitted to a Shareholder vote, consent or other approval (including by written consent) in a manner that is not inconsistent with such Shareholder’s obligations under this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, until the earlier of (y) the Effective Time or (zas defined in the Merger Agreement) and the date on which the Merger Agreement is terminated in accordance with Article VII thereof (the earlier earliest thereof being hereinafter referred to as the “"Expiration Date”"), the Stockholder shall vote all Shares owned by the Stockholder at any meeting of the shareholders of the Company called to vote upon the MergerCompany's stockholders (whether annual or special and whether or not an adjourned meeting), its approval or any rescission or withdrawal of such approvalor, or at any adjournment thereofif applicable, or in any other circumstances upon which a vote, take action by written consent or other approval (including written consent) with respect to the Merger and the Merger Agreement is sought, each Shareholder shall vote (or cause to be voted) the Subject Shares held by such Shareholder:
(i) in favor of the Merger, the for adoption and approval and adoption by the Company of the Merger Agreement and approval in favor of the other transactions contemplated by the Merger Agreement; and
(ii) against (A) any Acquisition Transaction other than the Proposed Transaction (a “Competitive Proposal”), (B) any change in the capital structure of the Company and (C) any other action that may reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the consummation of the transactions transaction contemplated by the Merger Agreement as such Merger Agreement may be modified or result amended from time to time and (ii) against any action, omission or agreement which would or could impede or interfere with, or have the effect of discouraging, the Merger, including, without limitation, any Acquisition Transaction (as defined in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement) 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. At the request of USF, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement.
(b) By executing this Agreement, each ShareholderStockholder, in furtherance of the transactions contemplated hereby and by the Merger Agreement, and in order to secure the performance by such Shareholder the Stockholder of his, his or her or its duties under this Agreement, hereby shall promptly execute, in accordance with the provisions of Section 212 of the Delaware General Corporation Law, and deliver to USF, an irrevocable proxy, substantially in the form of Annex A hereto, and irrevocably appoints Xxxx XxXxxxxxxxappoint USF or its designees, the attorneywith full power of substitution, agent his attorney and proxy for the undersigned and in the nameto vote, place and stead or, if applicable, to give consent with respect to, all of the undersigned, Shares owned by the Stockholder in respect of any of the matters set forth in, and in accordance with the provisions of, clauses (i) and (ii) above of Section 2 of this Agreement, to vote or, if applicable, to give written consent, in accordance with 1(a). The Stockholder acknowledges that the provisions of said Section 2 proxy executed and otherwise act (consistent with the terms of this Agreement) with respect to all the Subject Shares owned delivered by each Shareholder, as set forth on the signature page to this Agreement, which each Shareholder is him or may her shall be entitled to vote at any meeting of the Company held after the date hereof, whether annual or special and whether or not an adjourned meeting, or, if applicable, to give written consent with respect thereto. This proxy is coupled with an interest, shall constitute, among other things, an inducement for USF to enter into the Merger Agreement, shall be irrevocable and binding on any successor in interest of each Shareholder and shall not be terminated by operation of law upon the occurrence of any event, including including, without limitation, the death or incapacity of the Stockholder. Notwithstanding any Shareholder. The proxy set forth provision contained in this Section 2(b) shall operate to revoke any prior proxy as to the Subject Shares heretofore granted by the undersigned. This such proxy, such proxy shall terminate on upon the Expiration Date. This proxy has been executed in accordance with Section 2.29(c) of the TBCA.
Appears in 1 contract
Voting of Shares; Proxy. (a) Subject to the provisions of Section 2(b) and 10 below, and without in any way limiting any Shareholder’s right to vote the Subject Shares held by such Shareholder in his, her or its sole discretion on any other matters that may be submitted to a Shareholder vote, consent or other approval (including by written consent) in a manner that is not inconsistent with such Shareholder’s obligations under this Agreement, each Shareholder The Stockholder hereby irrevocably and unconditionally agrees that, until the earlier of (y) the Effective Time or (z) the date on which the Merger Agreement is terminated (the earlier thereof being referred to as the “Expiration Date”), at any meeting of the shareholders stockholders of the Company, however called, and in any action by consent of the stockholders of the Company called to in lieu of a meeting, Stockholder will vote upon all of the Merger, its approval or any rescission or withdrawal of such approval, or at any adjournment thereof, or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger and the Merger Agreement is sought, each Shareholder shall vote (or cause to be voted) the Subject Shares held by such Shareholder:
(i) in favor of the Merger, the approval and adoption by the Company of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement; and
, (ii) against (A) any Acquisition Transaction action or agreement that would result in a breach of any representation, warranty, covenant, agreement or other than the Proposed Transaction (a “Competitive Proposal”), (B) any change in the capital structure obligation 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 (Ciii) in favor of any other action that may reasonably be expected matter necessary or useful to impede, interfere with, delay, postpone or attempt to discourage the consummation of the transactions contemplated by the Merger Agreement or result in a breach of any of and considered and voted upon by the covenants, representations, warranties or other obligations or agreements stockholders of the Company under the Merger Agreement, which would materially and adversely affect the Company (or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreementany class thereof).
(b) By executing this AgreementThe Stockholder hereby grants to Parent an irrevocable proxy to vote the Shares and to exercise all other rights, each Shareholderpowers, in furtherance privileges and remedies to which a holder of the transactions contemplated Shares would be entitled, including, without limitation, giving or withholding written consents of stockholders, calling special meetings of stockholders and voting at such meetings for the purposes of voting the Shares in accordance with clauses (i), (ii) or (iii) of Section 2(a) hereof. The Stockholder hereby revokes all prior proxies relating to the Shares, affirms that this proxy is irrevocable and by is coupled with an interest in the Shares and a general interest in the Company and its assets and liabilities, including the interest of Parent arising out of the Merger Agreement, and in order ratifies and confirms all that the Parent may lawfully do or cause to secure the performance be done by such Shareholder of his, her or its duties under this Agreement, hereby irrevocably appoints Xxxx XxXxxxxxxx, the attorney, agent and proxy for the undersigned and in the name, place and stead of the undersigned, in respect of any of the matters set forth in clauses (i) and (ii) of Section 2 of this Agreement, to vote or, if applicable, to give written consent, in accordance with the provisions of said Section 2 and otherwise act (consistent with the terms of this Agreement) with respect to all the Subject Shares owned by each Shareholder, as set forth on the signature page to this Agreement, which each Shareholder is or may be entitled to vote at any meeting of the Company held after the date virtue hereof, whether annual or special and whether or not an adjourned meeting, or, if applicable, to give written consent with respect thereto. This proxy is coupled with an interest, shall be irrevocable and binding on any successor in interest of each Shareholder and shall not be terminated by operation of law upon the occurrence of any event, including without limitation, the death or incapacity of any Shareholder. The proxy set forth in this Section 2(b) shall operate to revoke any prior proxy as to the Subject Shares heretofore granted by the undersigned. This proxy shall terminate on the Expiration Date. This proxy has been executed in accordance with Section 2.29(c) of the TBCA.
Appears in 1 contract
Samples: Stockholder Support Agreement (Merit Behavioral Care Corp)
Voting of Shares; Proxy. (a) Subject to the provisions of Section 2(b) and 10 below, and without in any way limiting any Shareholder’s right to vote the Subject Shares held by such Shareholder in his, her or its sole discretion on any other matters that may be submitted to a Shareholder vote, consent or other approval (including by written consent) in a manner that is not inconsistent with such Shareholder’s obligations under this Agreement, each Shareholder The Stockholder hereby irrevocably and unconditionally agrees that, until the earlier of (y) the Effective Time or (z) the date on which the Merger Agreement is terminated (the earlier thereof being referred to as the “Expiration Date”), at any meeting of the shareholders stockholders of the Company, however called, and in any action by consent of the stockholders of the Company called to in lieu of a meeting, Stockholder will vote upon all of the Merger, its approval or any rescission or withdrawal of such approval, or at any adjournment thereof, or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger and the Merger Agreement is sought, each Shareholder shall vote (or cause to be voted) the Subject Shares held by such Shareholder:
(i) in favor of the Merger, the approval and adoption by the Company of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement; and
, (ii) against (A) any Acquisition Transaction action or agreement that would result in a breach of any representation, warranty, covenant, agreement or other than the Proposed Transaction (a “Competitive Proposal”), (B) any change in the capital structure obligation 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 (Ciii) in favor of any other action that may reasonably be expected matter necessary or useful to impede, interfere with, delay, postpone or attempt to discourage the consummation of the transactions contemplated by the Merger Agreement or result in a breach of any of and considered and voted upon by the covenants, representations, warranties or other obligations or agreements stockholders of the Company under the Merger Agreement, which would materially and adversely affect the Company (or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreementany class thereof).
(b) By executing this AgreementThe Stockholder hereby grants to Parent an irrevocable proxy to vote the Shares and to exercise all other rights, each Shareholderpowers, in furtherance privileges and remedies to which a holder of the transactions contemplated Shares would be entitled, including, without limitation, giving or withholding written consents of stockholders, calling special meetings of stockholders and voting at such meetings for the purposes of voting the Shares in accordance with clauses (i), (ii) or (iii) of Section 2(a) hereof. Stockholder hereby revokes all prior proxies relating to the Shares, affirms that this proxy is irrevocable and by is coupled with an interest in the Shares and a general interest in the Company and its assets and liabilities, including the interest of Parent arising out of the Merger Agreement, and in order ratifies and confirms all that the Parent may lawfully do or cause to secure the performance be done by such Shareholder of his, her or its duties under this Agreement, hereby irrevocably appoints Xxxx XxXxxxxxxx, the attorney, agent and proxy for the undersigned and in the name, place and stead of the undersigned, in respect of any of the matters set forth in clauses (i) and (ii) of Section 2 of this Agreement, to vote or, if applicable, to give written consent, in accordance with the provisions of said Section 2 and otherwise act (consistent with the terms of this Agreement) with respect to all the Subject Shares owned by each Shareholder, as set forth on the signature page to this Agreement, which each Shareholder is or may be entitled to vote at any meeting of the Company held after the date virtue hereof, whether annual or special and whether or not an adjourned meeting, or, if applicable, to give written consent with respect thereto. This proxy is coupled with an interest, shall be irrevocable and binding on any successor in interest of each Shareholder and shall not be terminated by operation of law upon the occurrence of any event, including without limitation, the death or incapacity of any Shareholder. The proxy set forth in this Section 2(b) shall operate to revoke any prior proxy as to the Subject Shares heretofore granted by the undersigned. This proxy shall terminate on the Expiration Date. This proxy has been executed in accordance with Section 2.29(c) of the TBCA.
Appears in 1 contract
Samples: Stockholder Support Agreement (Merit Behavioral Care Corp)
Voting of Shares; Proxy. (a) Subject to the provisions of Section 2(b) and 10 below, and without in any way limiting any Shareholder’s right to vote the Subject Shares held by such Shareholder in his, her or its sole discretion on any other matters The Stockholder agrees that may be submitted to a Shareholder vote, consent or other approval (including by written consent) in a manner that is not inconsistent with such Shareholder’s obligations under this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, until the earlier of (yi) the Effective Time (as defined in the Merger Agreement) or (zii) the date on which the Merger Agreement is terminated (the earlier earliest thereof being hereinafter referred to as the “"Expiration Date”"), the Stockholder shall vote all Shares owned by the Stockholder at any meeting of the shareholders of the Company called to vote upon the Merger, its Company's stockholders (whether annual or special and whether or not an adjourned meeting) for adoption and approval or any rescission or withdrawal of such approval, or at any adjournment thereof, or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger and the Merger Agreement is sought, each Shareholder shall vote (or cause to be voted) the Subject Shares held by such Shareholder:
(i) in favor of the Merger, the approval and adoption by the Company of the Merger Agreement and approval of the other transactions contemplated by the Merger Agreement; and
(ii) against (A) any Acquisition Transaction other than the Proposed Transaction (a “Competitive Proposal”), (B) any change in the capital structure of the Company and (C) any other action that may reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the consummation of the transactions contemplated by thereby, including the Merger as such Merger Agreement may be modified or result amended from time to time. Any such vote shall be cast in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a breach quorum is present and for purposes of any recording the results of the covenants, representations, warranties such vote or other obligations or agreements of the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreementconsent.
(b) By executing this AgreementAt the request of AMC, each Shareholderthe Stockholder, in furtherance of the transactions contemplated hereby and by the Merger Agreement, and in order to secure the performance by such Shareholder the Stockholder of his, her or its duties under this Agreement, hereby shall promptly execute, in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law, and deliver to AMC, an irrevocable proxy, substantially in the form of Annex A hereto, and irrevocably appoints Xxxx XxXxxxxxxxappoint AMC or its designees, the attorneywith full power of substitution, agent its attorney and proxy for the undersigned and in the name, place and stead to vote all of the undersigned, Shares owned by the Stockholder in respect of any of the matters set forth in clauses (i) in, and (ii) of Section 2 of this Agreement, to vote or, if applicable, to give written consent, in accordance with the provisions of said Section 2 1(a). The Stockholder acknowledges that the proxy executed and otherwise act (consistent with the terms of this Agreement) with respect to all the Subject Shares owned delivered by each Shareholder, as set forth on the signature page to this Agreement, which each Shareholder is or may it shall be entitled to vote at any meeting of the Company held after the date hereof, whether annual or special and whether or not an adjourned meeting, or, if applicable, to give written consent with respect thereto. This proxy is coupled with an interest, shall constitute, among other things, an inducement for AMC to enter into the Merger Agreement, shall be irrevocable and binding on any successor in interest of each Shareholder and shall not be terminated by operation of law or upon the occurrence of any event, including without limitation, the death or incapacity of any Shareholder. The proxy set forth in this Section 2(b) shall operate to revoke any prior proxy as to the Subject Shares heretofore granted by the undersigned. This proxy shall terminate on the Expiration Date. This proxy has been executed in accordance with Section 2.29(c) of the TBCA.
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Samples: Voting Agreement (Ashland Inc)
