Voting Agreement Sample Contracts

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RECITALS:
Voting Agreement • August 14th, 2007 • Biw LTD • Water supply • Connecticut
AND
Voting Agreement • December 7th, 2007 • General Atlantic LLC • Services-business services, nec • Delaware
RECITALS
Voting Agreement • April 16th, 2009 • Amkor Technology Inc • Semiconductors & related devices • Delaware
B-1
Voting Agreement • May 23rd, 2008 • National Atlantic Holdings Corp • Fire, marine & casualty insurance • New Jersey
Recitals
Voting Agreement • December 9th, 2008 • Nierenberg Investment Management Co • Miscellaneous electrical machinery, equipment & supplies • Oregon
RAM ENERGY RESOURCES, INC.
Voting Agreement • December 12th, 2007 • Ram Energy Resources Inc • Crude petroleum & natural gas • Delaware
EXHIBIT 2 ---------
Voting Agreement • January 24th, 2007 • Ashford Capital Management Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
RECITALS
Voting Agreement • October 12th, 2005 • Vha Inc • Services-business services, nec • Delaware
VOTING AGREEMENT
Voting Agreement • June 28th, 2004 • Improvenet Inc • Services-business services, nec • New York
ARTICLE II VOTING AGREEMENT AND IRREVOCABLE PROXY
Voting Agreement • June 26th, 2007 • Hidary Group Acquisitions, LLC • Women's, misses', and juniors outerwear • New York
VOTING AGREEMENT
Voting Agreement • March 2nd, 2007 • KCPC Holdings, Inc. • Services-automotive repair, services & parking • Tennessee

THIS VOTING AGREEMENT (this “Agreement”) is dated as of February 20, 2007, by and among KCPC Holdings, Inc., a Delaware (“Parent”), KCPC Acquisition, Inc., a Tennessee corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and 1997 William Carell Johnson Trust U/A 12-23-97 (“Shareholder”).

VOTING AGREEMENT
Voting Agreement • January 23rd, 2009 • HudBay Minerals Inc. • Metal mining • Ontario

AND WHEREAS the Shareholder understands that HudBay and Lundin Mining Corporation (“Lundin”) are, concurrently with the execution and delivery of this Agreement, executing and delivering the Arrangement Agreement providing for the Arrangement;

VOTING AGREEMENT
Voting Agreement • May 11th, 2007 • MLE Holdings, Inc. • Office furniture (no wood) • Utah

This VOTING AGREEMENT (this “Agreement”) is made and entered into as of May 2, 2007 between MLE Holdings, Inc., a Delaware corporation (“Parent”), and FP Merger Sub, Inc., a Utah corporation and wholly-owned subsidiary of Parent (“Merger Sub”), on the one hand, and the undersigned shareholder (“Shareholder”) of MITY Enterprises, Inc., a Utah corporation (the “Company”), on the other hand. Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Merger Agreement described below.

FORM OF VOTING AGREEMENT (PARLUX)
Voting Agreement • January 19th, 2012 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • Delaware

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 23, 2011 by and between Perfumania Holdings, Inc., a Florida corporation (“Parent”) and [______________] (“Stockholder”), a stockholder of Parlux Fragrances, Inc., a Delaware corporation (the “Company”).

VOTING AGREEMENT
Voting Agreement • September 17th, 2021 • Anglogold Ashanti LTD • Gold and silver ores

WHEREAS, in connection with an arrangement agreement dated as of the date hereof (the “Arrangement Agreement”), a copy of which has been provided to the Supporting Shareholder, the Purchaser, an affiliate of the Guarantor, is proposing to acquire all of the issued and outstanding common shares of Corvus Gold Inc., a corporation existing under the laws of the Province of British Columbia (the “Company”) (other than common shares owned by the Guarantor or its affiliates), subject to the terms and conditions set forth in the Arrangement Agreement (the “Proposed Transaction”);

FORM OF VOTING AGREEMENT
Voting Agreement • August 23rd, 2023 • SANUWAVE Health, Inc. • Surgical & medical instruments & apparatus • Delaware

This Voting Agreement (this “Agreement”) is made as of August [●], 2023, by and among (i) SEP Acquisition Corp., a Delaware corporation (the “Purchaser”), (ii) SANUWAVE Health, Inc., a Nevada corporation (the “Company”), and (iii) the undersigned holder (“Holder”) of capital stock and/or securities convertible into capital stock of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.

VOTING AGREEMENT
Voting Agreement • July 22nd, 2016 • Thoma Bravo Fund Xii, L.P. • Services-prepackaged software • Delaware

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 13, 2016, by and between Project Brady Holdings, LLC, a Delaware limited liability company (“Parent”), and the undersigned stockholder (“Holder”) of Imprivata, Inc., a Delaware corporation (the “Company”).

AMENDED AND RESTATED VOTING AGREEMENT AMONG ROUST TRADING LTD. AND THE OTHER PARTIES HERETO Dated as of July 9, 2012
Voting Agreement • July 11th, 2012 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • New York

This AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”), is entered into as of July 9, 2012, by and among Roust Trading Ltd., a Bermuda company, with its registered office at 25 Belmont Hills Drive, Warwick WK 06, Bermuda (the “Investor”), Robert Koch (“Stockholder”), and, solely for the purposes of Section 4.7 hereof, Central European Distribution Corporation, a Delaware corporation, with its registered office at 1013 Centre Road, Wilmington, New Castle County, Delaware 19805 (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Amended and Restated Securities Purchase Agreement (as defined below).

FRBK VOTING AGREEMENT
Voting Agreement • November 2nd, 2023 • Republic First Bancorp Inc • State commercial banks

As a holder of common stock, par value $0.01 per share (“Common Stock”), of Republic First Bancorp, Inc. (the “Company”), the undersigned (the “Shareholder”) understands that the Company is concurrently entering into a Securities Purchase Agreement, dated as of the date hereof (as it may be from time to time amended, the “SPA”), with George E. Norcross, III, Gregory B. Braca, Philip A. Norcross, Alessandra T. Norcross and Alexander S. Norcross (together, the “Purchasers”) and George E. Norcross, III, solely for purposes of Section 4.19 and Section 4.22 thereof, which was previously approved by the board of directors of the Company. Under the SPA, the Purchasers will purchase both Company Common Stock, a newly created series of preferred stock (the “Series B Preferred Stock”) and warrants to acquire Series B Preferred Stock.

VOTING AGREEMENT
Voting Agreement • October 29th, 2021 • Momentive Global Inc. • Services-computer programming, data processing, etc. • Delaware

THIS VOTING AGREEMENT (this “Agreement”) is entered into as of October 28, 2021, by and among ZENDESK, INC., a Delaware corporation (“Parent”), MOMENTIVE GLOBAL INC., a Delaware corporation (the “Company”), and RYAN NABIL FINLEY (“Stockholder”).

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VOTING AGREEMENT
Voting Agreement • November 9th, 2007 • Suntrust Banks Inc • National commercial banks • Georgia

THIS VOTING AGREEMENT (this “Agreement”) dated as of November 2, 2007, is entered into between SUNTRUST BANKS, INC., a Georgia corporation (“SunTrust”), and Richard A. Hunt, an individual resident of the State of Georgia (“Stockholder”), with respect to the shares of common stock, no par value per share (the “Company Common Stock”), of GB&T Bancshares, Inc., a Georgia corporation (the “Company”), owned by Stockholder.

VOTING AGREEMENT
Voting Agreement • June 23rd, 2017 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware

THIS VOTING AGREEMENT is made as of June 22, 2017 (the “Agreement”), by and among Proteon Therapeutics, Inc., a Delaware corporation (the “Company”), and Skyline Venture Partners Qualified Purchaser Fund IV, LP (the “Stockholder”). Capitalized terms used in this Agreement without definition shall have the respective meanings ascribed to such terms in the Purchase Agreement (as defined below).

ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF BREWING VENTURES
Voting Agreement • October 4th, 2002 • Granite City Food & Brewery LTD • Retail-eating places • Minnesota
RECITALS:
Voting Agreement • August 21st, 2003 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment • Delaware
RECITALS
Voting Agreement • October 4th, 2005 • HPL Technologies Inc • Services-prepackaged software • Delaware
VOTING AGREEMENT
Voting Agreement • September 24th, 2019 • Sandy Spring Bancorp Inc • National commercial banks • Maryland

This VOTING AGREEMENT, dated as of September [•], 2019 (this “Agreement”), is by and between Revere Bank, a Maryland-chartered commercial bank (the “Company”) and the undersigned shareholder (the “Shareholder”) of Sandy Spring Bancorp, Inc., a Maryland corporation (“Parent”). Capitalized terms used herein and not defined shall have the meanings specified in the Merger Agreement (as defined below).

VOTING AGREEMENT
Voting Agreement • April 29th, 2011 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York

AGREEMENT, dated as of April 20, 2011 between Enstar Group Limited, a Bermuda exempted company (the “Company”), and Beck, Mack & Oliver LLC (“Shareholder”).

VOTING AGREEMENT
Voting Agreement • June 12th, 2013 • Fairfax Financial Holdings LTD/ Can • Fire, marine & casualty insurance • Delaware

THIS VOTING AGREEMENT, dated as of June 2, 2013 (this “Agreement”), between Fairfax Financial Holdings Limited, a Canadian Corporation (“Parent”), and Steven L. Groot (the “Shareholder”), solely in Shareholder’s capacity as an owner of common shares, par value $0.01 per share (“Shares”) of American Safety Insurance Holdings Ltd., a Bermuda exempted limited company (the “Company”).

VOTING AGREEMENT
Voting Agreement • October 28th, 2011 • BankUnited, Inc. • Savings institution, federally chartered • New York

VOTING AGREEMENT, dated as of June 2, 2011 (this “Agreement”), by and between BankUnited, Inc. (“Purchaser”), a Delaware corporation, and Barry Leistner (the “Shareholder”).

VOTING AGREEMENT
Voting Agreement • December 17th, 2009 • Francisco Partners II LP • Services-computer programming services • Delaware

VOTING AGREEMENT (this “Agreement”), dated as of December __, 2009, by and among Bavaria Holdings Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (“Stockholder”) of QuadraMed Corporation, a Delaware corporation (the “Company”), identified on the signature page hereto.

THIRD AMENDED AND RESTATED VOTING AGREEMENT
Voting Agreement • September 9th, 2024 • Pacaso Inc. • Real estate operators (no developers) & lessors • Delaware

THIS THIRD AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”), is made and entered into as of this 1st day of September, 2021, by and among Pacaso Inc., a Delaware corporation (the “Company”), each holder of the Series A Preferred Stock, $0.00001 par value per share, of the Company (“Series A Preferred Stock”), Series B-1 Preferred Stock, $0.00001 par value per share, Series B-2 Preferred Stock, $0.00001 par value per share, and Series B-3 Preferred Stock, $0.00001 par value per share, of the Company (together, “Series B Preferred Stock”), and Series C-1 Preferred Stock, $0.00001 par value per share, and Series C-2 Preferred Stock, $0.00001 par value per share, of the Company (together, “Series C Preferred Stock” and, together with the Series A Preferred Stock and Series B Preferred Stock, the “Preferred Stock”) listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Subsections 7.1(a) or 7.2 below, the “I

VOTING AGREEMENT
Voting Agreement • October 14th, 2011 • At&t Inc. • Telephone communications (no radiotelephone) • Washington

VOTING AGREEMENT, dated as of September 22, 2011 (this “Agreement”), by and among AT&T Corp., a New York corporation (“Parent”), Jean Perrotti (the “Shareholder”) and Superclick, Inc., a Washington corporation (the “Company”).

DIAMEDICA INC. (the “Corporation”) - and - Werner Pauls (the “Shareholder”)
Voting Agreement • November 9th, 2018 • DiaMedica Therapeutics Inc. • Pharmaceutical preparations • Manitoba

NOW THEREFORE, in consideration of the premises and of the mutual agreement and covenants set forth herein and in the Investment Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

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