Proxy Solicitation Agreement Sample Contracts

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Proxy Solicitation Agreement • October 31st, 2006 • China Unistone Acquisition CORP • Blank checks

This letter will serve as the agreement under which you will retain us to solicit proxies from the stockholders of China Unistone Acquisition Corporation for the Special Meeting of Stockholders to be held on November 21, 2006.

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AGREEMENT
Proxy Solicitation Agreement • August 3rd, 2006 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores • Delaware

This Agreement, dated as of August 2, 2006 (“Agreement”), is by and among The Pep Boys — Manny, Moe & Jack, a Pennsylvania corporation (the “Company”), and the other persons and entities that are signatories hereto (collectively, the “Barington Group,” and each, individually, a “member” of the Barington Group) which presently are or may be deemed to be members of a “group” with respect to the common stock of the Company, par value $1.00 per share (the “Common Stock”), pursuant to Rule 13d-5 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Rule 14a-6
Proxy Solicitation Agreement • April 17th, 2019

agreement that previously has been the subject of a proxy solicitation for which proxy material was filed with the Commission pursuant to this section;

AGREEMENT
Proxy Solicitation Agreement • March 2nd, 2010 • Discovery Equity Partners, Lp • Services-computer integrated systems design • Delaware

This Agreement dated this 25th day of February, 2010 (this “Agreement”), is made by and among Discovery Equity Partners, L.P., an Illinois limited partnership (“Discovery Equity Partners”), Discovery Group I, LLC, a Delaware limited liability company (“Discovery Group I”), Daniel J. Donoghue (“Mr. Donoghue”), and Michael R. Murphy (“Mr. Murphy,” and collectively with Discovery Equity Partners, Discovery Group I, Mr. Donoghue, and their respective Affiliates (as hereafter defined), “Discovery Group”), and Tier Technologies, Inc., a Delaware corporation (together with its subsidiaries, the “Company”).

AGREEMENT
Proxy Solicitation Agreement • November 21st, 2007 • Schulman a Inc • Plastic materials, synth resins & nonvulcan elastomers • Delaware

This Agreement, dated as of November 15, 2007 (“Agreement”), is by and among A. Schulman, Inc., a Delaware corporation (the “Company”), and the other persons and entities that are signatories hereto (collectively, the “Barington Group,” and each, individually, a “member” of the Barington Group) which are or may be deemed to be the members of a “group” with respect to the common stock of the Company, par value $1.00 per share (the “Common Stock”), pursuant to Rule 13d-5 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Contract
Proxy Solicitation Agreement • April 14th, 2005 • Kerr McGee Corp /De • Crude petroleum & natural gas • New York

Agreement, dated April 13, 2005, between Kerr-McGee Corporation, a Delaware corporation (the “Company”), the parties listed on the signature pages of this agreement as Icahn Parties (each, an “Icahn Party” and, collectively, the “Icahn Parties”), and the parties listed on the signature pages of this agreement as Jana Parties (each, a “JANA Party” and, collectively, the “JANA Parties”).

AGREEMENT
Proxy Solicitation Agreement • October 24th, 2005 • Schulman a Inc • Plastic materials, synth resins & nonvulcan elastomers • Delaware

This Agreement, dated as of October 21, 2005 (“Agreement”), is by and among A. Schulman, Inc., a Delaware corporation (the “Company”), and the other persons and entities that are signatories hereto (collectively, the “Barington Group,” and each, individually, a “member” of the Barington Group) which are or may be deemed to be members of a “group” with respect to the common stock of the Company, par value $1.00 per share (the “Common Stock”), pursuant to Rule 13d-5 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

AGREEMENT
Proxy Solicitation Agreement • October 11th, 2007 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties • Delaware

This Agreement, dated as of October 9, 2007 (“Agreement”), is by and among Lancaster Colony Corporation, an Ohio corporation (the “Company”), and the other persons and entities that are signatories hereto (collectively, the “Barington Group,” and each, individually, a “member” of the Barington Group) which are or may be deemed to be members of a “group” with respect to the common stock of the Company, without par value (the “Common Stock”), pursuant to Rule 13d-5 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

AGREEMENT
Proxy Solicitation Agreement • November 19th, 2007 • Barington Companies Equity Partners L P • Plastic materials, synth resins & nonvulcan elastomers • Delaware

This Agreement, dated as of November 15, 2007 (“Agreement”), is by and among A. Schulman, Inc., a Delaware corporation (the “Company”), and the other persons and entities that are signatories hereto (collectively, the “Barington Group,” and each, individually, a “member” of the Barington Group) which are or may be deemed to be the members of a “group” with respect to the common stock of the Company, par value $1.00 per share (the “Common Stock”), pursuant to Rule 13d-5 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

GEORGESON & COMPANY, INC.
Proxy Solicitation Agreement • November 4th, 1996 • Icahn Carl C Et Al
AGREEMENT
Proxy Solicitation Agreement • August 3rd, 2006 • Barington Companies Equity Partners L P • Retail-auto & home supply stores • Delaware

This Agreement, dated as of August 2, 2006 (“Agreement”), is by and among The Pep Boys - Manny, Moe & Jack, a Pennsylvania corporation (the “Company”), and the other persons and entities that are signatories hereto (collectively, the “Barington Group,” and each, individually, a “member” of the Barington Group) which presently are or may be deemed to be members of a “group” with respect to the common stock of the Company, par value $1.00 per share (the “Common Stock”), pursuant to Rule 13d-5 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Sandell Asset Management Corp., Castlerigg Master Investments Ltd., Castlerigg International Limited, Castlerigg International Holdings Limited, Castlerigg Offshore Holdings, Ltd., Castlerigg Active Investment Fund, Ltd., Castlerigg Active Investment...
Proxy Solicitation Agreement • September 15th, 2015 • Sandell Asset Management Corp • Wood household furniture, (no upholstered)

Sandell Asset Management Corp., together with the entities and individuals identified below (collectively, the “Participants”), are anticipated to be, or may be deemed to be, participants in a solicitation of proxies from the stockholders of Ethan Allen Interiors Inc. (the “Company”) in connection with the Company’s 2015 annual meeting of stockholders (the “Proxy Solicitation”).

AGREEMENT
Proxy Solicitation Agreement • November 12th, 2008 • Schulman a Inc • Plastic materials, synth resins & nonvulcan elastomers • Delaware

This Agreement, dated as of November 11, 2008 (“Agreement”), is by and among A. Schulman, Inc., a Delaware corporation (the “Company”), Ramius LLC, a Delaware limited liability company (“Ramius”) and the other persons and entities that are signatories hereto (collectively, the “Ramius Group,” and each, individually, a “member” of the Ramius Group) which are or may be deemed to be the members of a “group” with respect to the common stock of the Company, par value $1.00 per share (the “Common Stock”), pursuant to Rule 13d-5 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

December 15, 2009 Eagle Bancorp
Proxy Solicitation Agreement • February 1st, 2010 • Eagle Bancorp Montana, Inc. • Savings institution, federally chartered • Delaware
AGREEMENT
Proxy Solicitation Agreement • October 10th, 2007 • Barington Companies Equity Partners L P • Canned, frozen & preservd fruit, veg & food specialties • Delaware

This Agreement, dated as of October 9, 2007 (“Agreement”), is by and among Lancaster Colony Corporation, an Ohio corporation (the “Company”), and the other persons and entities that are signatories hereto (collectively, the “Barington Group,” and each, individually, a “member” of the Barington Group) which are or may be deemed to be members of a “group” with respect to the common stock of the Company, without par value (the “Common Stock”), pursuant to Rule 13d-5 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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