Voting Agreement and Irrevocable Proxy Sample Contracts
RECITALSVoting Agreement and Irrevocable Proxy • November 4th, 2009 • Carlson Capital L P • Services-prepackaged software • Delaware
Standard Contracts
EX-99.1 3 dex991.htm FORM OF VOTING AGREEMENT AND IRREVOCABLE PROXY Execution Version FORM OF VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • May 5th, 2020 • Delaware
This VOTING AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”) is entered into as of June 9, 2010, by and between Synopsys, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (“Stockholder”) of Virage Logic Corporation, a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • March 31st, 2008 • Synopsys Inc • Services-prepackaged software • California
This VOTING AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”) is entered into effective as of March 20, 2008, by and between Synopsys, Inc., a Delaware corporation (“Parent”), and the undersigned shareholders (collectively referred to herein as “Shareholder”) of Synplicity, Inc., a California corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • February 12th, 2002 • Expedia Inc • Transportation services • New York
CapSource Financial, Inc. VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • April 20th, 2007 • Capsource Financial Inc • Services-miscellaneous equipment rental & leasing • Minnesota
This Voting Agreement and Irrevocable Proxy (this “Agreement”), dated May 1, 2006 (the “Effective Date”), is executed by and among CapSource Financial, Inc., a Colorado corporation (the “Company”), Randolph Pentel, a director of the Company and the beneficial owner of a majority of the Company’s outstanding common stock (“Mr. Pentel”), and Pandora Select Partners, L.P. (the “Investor”). The Company, Mr. Pentel and the Investor are each individually referred to in this Agreement as a “Party” and are collectively referred to in this Agreement as the “Parties.” Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Securities Purchase Agreement (defined below).
CapSource Financial, Inc. VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • July 26th, 2007 • Capsource Financial Inc • Services-miscellaneous equipment rental & leasing • Minnesota
This Voting Agreement and Irrevocable Proxy (this “Agreement”), dated May 1, 2006 (the “Effective Date”), is executed by and among CapSource Financial, Inc., a Colorado corporation (the “Company”), Randolph Pentel, a director of the Company and the beneficial owner of a majority of the Company’s outstanding common stock (“Mr. Pentel”), and Whitebox Intermarket Partners, L.P. (the “Investor”). The Company, Mr. Pentel and the Investor are each individually referred to in this Agreement as a “Party” and are collectively referred to in this Agreement as the “Parties.” Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Securities Purchase Agreement (defined below).
EX-10.2 3 d318857dex102.htm VOTING AGREEMENT AND IRREVOCABLE PROXY BY AND AMONG VANTAGE DRILLING COMPANY EXECUTION COPY VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • May 5th, 2020 • Texas
THIS VOTING AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”), dated as of March 20, 2012, is entered into by and among Vantage Drilling Company, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), F3 Capital, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Shareholder”) and Hsin-Chi Su, an individual whose residence is in Taiwan and who is the ultimate owner of Shareholder (“Su”). The Company, Shareholder and Su are referred to herein as the “Parties” and, individually, as a “Party.”
EXHIBIT 4Voting Agreement and Irrevocable Proxy • May 17th, 2001 • PBG Acquisition Corp • Oil & gas field services, nec
FIRST AMENDMENT TO VOTING AGREEMENT AND IRREVOCABLE PROXY COUPLED WITH INTERESTVoting Agreement and Irrevocable Proxy • September 24th, 2013 • Searchlight Minerals Corp. • Metal mining
THIS FIRST AMENDMENT (this “First Amendment”) to the Voting Agreement and Irrevocable Proxy Coupled with Interest dated June 7, 2012 (the “Voting Agreement”), entered into by and among Searchlight Minerals Corp., a Nevada Corporation (the "Company"), and each of the undersigned stockholders (each, a "Stockholder" and collectively, the "Stockholders") of the Company, is effective as of September 18, 2013 (the “Effective Date”). The Stockholders and the Company are sometimes collectively referred to herein as the “Parties.” All capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Voting Agreement.
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • April 20th, 2006 • Smart Hydrogen Inc • Electrical industrial apparatus • New York
This VOTING AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”), dated as of April 10, 2006, is made by and between DTE Energy Foundation, a Michigan non-profit corporation (“Seller”) and Smart Hydrogen Inc., a BVI Business Company incorporated under the laws of the British Virgin Islands (“Buyer”). Each of Seller and Buyer is sometimes referred to herein as a “Party” and collectively as the “Parties.”
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • February 14th, 2013 • Goodman Networks Inc • Texas
This Voting Agreement and Irrevocable Proxy is entered into as of June 24, 2009, by and among Goodman Networks Incorporated, a Texas corporation (“Company”), John Goodman (“Agent”) and the shareholder identified on the signature page hereto and the trustee and beneficiary of the shareholder identified on the signature page hereto (collectively, the “Shareholder”).
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • August 3rd, 2017 • Glacier Bancorp Inc • State commercial banks • Colorado
This Voting Agreement and Irrevocable Proxy, dated as of June 6, 2017 (this “Agreement”), is made by and among Glacier Bancorp, Inc. (“GBCI”), Glacier Bank, a wholly owned subsidiary of GBCI (“Glacier Bank”), Columbine Capital Corp. (“CCC”), Collegiate Peaks Bank, a wholly owned subsidiary of CCC (the “Bank”), John W. Perkins, Jr., a proxy (“Perkins”), and the undersigned, each of whom is a director of CCC and the Bank and/or a shareholder of CCC (each, a “Shareholder”). This Agreement will be effective upon the signing of the Merger Agreement (as defined below).
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • December 23rd, 2002 • Usa Interactive • Television broadcasting stations • Michigan
THIS VOTING AGREEMENT AND IRREVOCABLE PROXY, dated as of November 20, 2002 (the "Agreement"), is entered into among USA Interactive, a Delaware corporation ("Acquiror"), Red Wing, Inc., a Michigan corporation and a wholly owned subsidiary of Acquiror ("Merger Sub"), and the shareholders of Entertainment Publications, Inc., a Michigan corporation (the "Company"), whose names appear on Schedule I hereto (collectively, the "Shareholders"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • November 15th, 2017 • Glacier Bancorp Inc • State commercial banks • Montana
This Voting Agreement and Irrevocable Proxy, dated as of October 26, 2017 (this “Agreement”), is made by and among Glacier Bancorp, Inc. (“GBCI”), Glacier Bank, a wholly owned subsidiary of GBCI (“Glacier Bank”), Inter-Mountain Bancorp., Inc., (“IMB”), First Security Bank, a wholly owned subsidiary of IMB (the “Bank”), Bruce A. Gerlach, as proxy (“Gerlach”), Steven E. Wheeler, as substitute proxy (“Substitute”), and the undersigned, each of whom is a director of IMB and/or the Bank (each, a “Director”). This Agreement is effective upon the signing of the Merger Agreement (as defined below).
VOTING AGREEMENT AND IRREVOCABLE PROXY April 17, 2005Voting Agreement and Irrevocable Proxy • April 26th, 2005 • Electronics Boutique Holdings Corp • Retail-computer & computer software stores • Delaware
The undersigned (the "Stockholders," and each a "Stockholder") understand that Electronics Boutique Holdings Corp., a Delaware corporation ("Company"), and GameStop Corp., a Delaware corporation ("GameStop"), GameStop, Inc., a Delaware corporation, GSC Holding Corp. ("Holdco"), a Delaware corporation, Cowboy. Subsidiary LLC, a Delaware limited liability company, and Eagle Subsidiary LLC, a Delaware limited liability company, propose to enter into an Agreement and Plan of Merger, dated as of April 17, 2005 (the "Merger Agreement"), providing for, among other things, the Mergers, in which, among other things, (i) each issued and outstanding share of Class A common stock, par value $0.001 per share, of GameStop ("GameStop Class A Common Stock") will be converted into the right to receive one share of Class A Common Stock, par value $0.001 per share, of Holdco (the "Holdco Class A Common Stock") and (ii) each issued and outstanding share of Class B Common Stock, par value $0.001 per share,
a) such Stockholder (i) owns beneficially all of the shares of Company Common Stock and options therefor set forth in Schedule A hereto, (ii) has the full and unrestricted legal power, authority and right to enter into, execute and deliver this Voting...Voting Agreement and Irrevocable Proxy • July 20th, 1999 • Merrill Corp • Commercial printing
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • September 9th, 2024 • Highwire Capital, LLC • Services-business services, nec • Delaware
This VOTING AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”) is entered into as of August 30, 2024, by and between Highwire Capital, LLC, a Texas limited liability company (“Parent”), and the undersigned stockholder (“Stockholder”) of SPAR Group, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Merger Agreement (as defined below).
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • February 29th, 2012 • Green Dot Corp • Finance services • Delaware
This Voting Agreement and Irrevocable Proxy (the “Agreement”) is entered into as of February 24, 2012 by and between Mark T. Troughton (“Stockholder”) and Green Dot Corporation, a Delaware corporation (the “Company”).
VOTING AGREEMENT AND IRREVOCABLE PROXY June 20, 2008Voting Agreement and Irrevocable Proxy • July 7th, 2008 • Clearpoint Business Resources, Inc • Blank checks • Delaware
The undersigned (the “Stockholders,” and each a “Stockholder”) understand that ClearPoint Business Resources, Inc., a Delaware corporation (the “Company”), proposes to enter into a Loan Modification and Restructuring Agreement on the date hereof (the “Loan Modification Agreement”) with Manufacturers and Traders Trust Company, a New York commercial state chartered bank (“MTB”), pursuant to which, among other things, the Company shall issue the following warrants to MTB: (i) warrant to purchase 1,200,000 shares of common stock of the Company (“Company Common Stock”) for $0.01 per share, and (ii) warrant to purchase 300,000 shares of Company Common Stock for $1.00 per share (collectively, the “Warrants”). Capitalized terms used without definition in this Voting Agreement (the “Agreement”) shall have the meanings ascribed thereto in the Loan Modification Agreement.
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • October 2nd, 2023 • Guardforce AI Co., Ltd. • Services-detective, guard & armored car services
This VOTING AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”) is made and entered into as of September 28, 2023 (the “Effective Date”), by and among Guardforce AI Co., Limited, an exempted company incorporated in the Cayman Islands (the “Company”), WK Venture Success Limited, a company incorporated in the British Virgin Islands with limited liability, who is the holder of certain indebtedness of the Company (“WK Venture” ) and each of the persons listed on the Schedule to this Agreement (together with WK Venture, each, a “Holder” and collectively, the “Holders” and, the Holders together with the Company, the “Parties”).
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • January 11th, 2010 • Mathstar Inc • Semiconductors & related devices
This Voting Agreement and Irrevocable Proxy (this “Agreement”), is made and entered into as of January 8, 2010, by and between MathStar, Inc., a Delaware corporation (“MathStar”), and the undersigned shareholder or potential shareholder (the “Shareholder”) of Sajan, Inc., a Minnesota corporation (“Sajan”).
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • December 8th, 2016 • Glacier Bancorp Inc • State commercial banks • Montana
This Voting Agreement and Irrevocable Proxy, dated as of November 15, 2016 (this “Voting Agreement”), is made by and among Glacier Bancorp, Inc. (“GBCI”), TFB Bancorp, Inc. (“TFB”), Mary Lynn Lenz (“Lenz”), as proxy, Tom Dolan (“Substitute”), as substitute proxy, and the undersigned, who is a director of TFB and the Bank (as defined below) and/or a principal shareholder of TFB (a “Shareholder”). This Voting Agreement will be effective upon the signing of the Merger Agreement (as defined below).
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • December 7th, 2017 • Bakhu Holdings, Corp. • Gold and silver ores • Nevada
This VOTING AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”) is entered into as of March 25, 1015, by and between NAME OF THE HOLDERS and the undersigned stockholder or group of stockholders (hereafter referred to singularly as “Stockholder”) of BAKU HOLDINGS CORP , symbol BKUH, a Nevada Corporation, (the “Company”) and SOMERSET CAPITAL LTD (“Somerset”), a Colorado Corporation.
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • November 15th, 2017 • Glacier Bancorp Inc • State commercial banks • Montana
This Voting Agreement and Irrevocable Proxy, dated as of October 26, 2017 (this “Agreement”), is made by and among Glacier Bancorp, Inc. (“GBCI”), Glacier Bank, a wholly owned subsidiary of GBCI (“Glacier Bank”), Inter-Mountain Bancorp., Inc., (“IMB”), First Security Bank, a wholly owned subsidiary of IMB (the “Bank”), Bruce A. Gerlach, as proxy (“Gerlach”), Steven E. Wheeler, as substitute proxy (“Substitute”), and the undersigned, each of whom is a shareholder of IMB (each, a “Shareholder”). This Agreement is effective upon the signing of the Merger Agreement (as defined below).
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • May 20th, 2013 • Interleukin Genetics Inc • In vitro & in vivo diagnostic substances • Delaware
This Voting Agreement and Irrevocable Proxy (the “Agreement”) is made and entered into as of May 17, 2013, by and among Interleukin Genetics, Inc. a Delaware corporation (the “Company”), and Pyxis Innovations Inc., a Delaware corporation and a stockholder of the Company (“Pyxis”).
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • October 27th, 2009 • Kana Software Inc • Services-prepackaged software • Delaware
This VOTING AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”) is entered into as of October 26, 2009, by and between Kay Technology Corp, Inc., a Delaware corporation (“Purchaser”), and the undersigned stockholders (each a “Stockholder” and collectively, “Stockholders”) of Kana Software, Inc., a Delaware corporation (“Company”). Terms not otherwise defined herein shall have the respective meanings ascribed to them in the Asset Purchase Agreement (as defined below).
VOTING AGREEMENT AND IRREVOCABLE PROXY by and among OMEGA HEALTHCARE INVESTORS, INC., and LG AVIV L.P., dated as of October 30, 2014 Voting Agreement and Irrevocable ProxyVoting Agreement and Irrevocable Proxy • November 5th, 2014 • Omega Healthcare Investors Inc • Real estate investment trusts • Maryland
This Voting Agreement and Irrevocable Proxy (this “Agreement”), dated as of October 30, 2014, is by and between Omega Healthcare Investors, Inc., a Maryland corporation (“Parent”) and LG Aviv L.P., a Delaware limited partnership (“Shareholder”). Capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement (as defined below).
EXECUTION COPY VOTING AGREEMENT AND IRREVOCABLE PROXY April 17, 2005 Electronics Boutique Holdings Corp. 931 South Matlack Street West Chester, Pennsylvania 19382 GameStop Corp. 2250 William D. Tate Avenue Grapevine, Texas 76051 Ladies and Gentlemen:...Voting Agreement and Irrevocable Proxy • April 18th, 2005 • Gamestop Corp • Retail-computer & computer software stores • Delaware
Voting Agreement and Irrevocable ProxyVoting Agreement and Irrevocable Proxy • May 6th, 2019 • Glacier Bancorp Inc • State commercial banks • Montana
This Voting Agreement and Irrevocable Proxy, dated as of April 3, 2019 (this “Agreement”), is made by and among Glacier Bancorp, Inc. (“GBCI”), Glacier Bank, a wholly owned subsidiary of GBCI (“Glacier Bank”), Heritage Bancorp (“HB”), Heritage Bank of Nevada, a wholly owned subsidiary of HB (“Heritage Bank”), and the undersigned, each of whom is a shareholder of HB (each, a “Shareholder”). This Agreement is effective upon the signing of the Merger Agreement (as defined below).
Voting Agreement and irrevocable proxy Dated October 23, 2024Voting Agreement and Irrevocable Proxy • October 24th, 2024 • Nxu, Inc. • Truck & bus bodies • Delaware
This Voting Agreement and Irrevocable Proxy (this “Agreement”) is entered into as of the date set forth above by and between the Stockholder set forth on the signature pages hereof (the “Holder”) and Nxu, Inc., a Delaware corporation (the “Corporation”).
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • February 2nd, 2015 • Kubota Ryo • Pharmaceutical preparations • Washington
This Voting Agreement and Irrevocable Proxy (this “Agreement”), is made as of the 28 day of January, 2015, by and among Ryo Kubota, an individual (“Kubota”), and each of the undersigned Shareholders (“Shareholders”) of Acucela Inc., a Washington corporation (the “Company”).
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • June 21st, 2004 • Utstarcom Inc • Communications equipment, nec • Delaware
This VOTING AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”), dated as of June 11, 2004, by and between UTStarcom, Inc., a Delaware corporation (“UTSI”) and John J. Shalam (“Stockholder”).
Voting Agreement and Irrevocable Proxy (Gunther Shareholders)Voting Agreement and Irrevocable Proxy • May 20th, 2021 • Gunther Dale O. • State commercial banks • Montana
This Voting Agreement and Irrevocable Proxy, dated as of May 17, 2021 (this “Agreement”), is made by and among Glacier Bancorp, Inc. (“GBCI”), Glacier Bank, a wholly owned subsidiary of GBCI (“Glacier Bank”), Altabancorp (“AB”), Altabank, a wholly owned subsidiary of AB (“Altabank”), and the undersigned, each of whom is a shareholder of AB (each, a “Shareholder”). This Agreement is effective upon the signing of the Merger Agreement (as defined below).
Voting Agreement and Irrevocable ProxyVoting Agreement and Irrevocable Proxy • September 14th, 2023 • Glacier Bancorp, Inc. • State commercial banks • Montana
This Voting Agreement and Irrevocable Proxy, dated August 8, 2023 (this “Agreement”), is entered into by and among Glacier Bancorp, Inc. (“GBCI”), Glacier Bank, a wholly owned subsidiary of GBCI (“Glacier Bank”), Community Financial Group, Inc. (“CFGW”), Wheatland Bank, a wholly owned subsidiary of CFGW (“Wheatland Bank”), and each of the undersigned shareholders of CFGW (each, a “Shareholder”). This Agreement is effective upon the signing of the Merger Agreement (as defined below).
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • October 27th, 2009 • Kana Software Inc • Services-prepackaged software • Delaware
This VOTING AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”) is entered into as of October 26, 2009, by and between Kay Technology Corp, Inc., a Delaware corporation (“Purchaser”), and the undersigned stockholder (“Stockholder”) of Kana Software, Inc., a Delaware corporation (“Company”). Terms not otherwise defined herein shall have the respective meanings ascribed to them in the Asset Purchase Agreement (as defined below).
