IN WITNESS WHEREAS the said parties to these presents have hereunto set their hands and affixed their seals the day and year first above written.
IN WITNESS WHEREAS the parties have executed this Agreement effective the date first above written.
IN WITNESS WHEREAS the parties hereto have caused this Voting Agreement to be executed as of the date first above written. Stockholder: (Print Name of Stockholder) (Signature) (Print name and title if signing on behalf of an entity) (Print Address) (Print Address) (Print Fax Number) (Print Telephone Number) The undersigned stockholder (the “Stockholder”) of Xxxxxx, Inc., a Delaware corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by law) appoints and constitutes Xxxxx Xxxx and Xxxxxxxxx Xxxxxxx of XXX Pharma A/S (“Acquiror”), and each of them, the attorneys and proxies of the Stockholder, with full power of substitution and resubstitution, to vote and exercise all voting rights (to the fullest extent of the Stockholder’s rights to do so) with respect to: (i) the outstanding shares of capital stock of the Company owned of record by the Stockholder as of the date of this proxy, which shares are specified on the final page of this proxy; and (ii) any and all other shares of capital stock of the Company which the Stockholder may acquire of record on or after the date hereof. (The shares of the capital stock of the Company referred to in clauses “(i)” and “(ii)” of the immediately preceding sentence are collectively referred to as the “Shares.”) Upon the execution hereof, all prior proxies given by the Stockholder with respect to the voting of any Shares inconsistent with the terms of this proxy and Section 2(a) of the Voting Agreement (as defined below) are hereby revoked, and the Stockholder agrees that no subsequent proxies will be given with respect to the voting of any Shares inconsistent with the terms of this proxy and Section 2(a) of the Voting Agreement until after the Expiration Time. This proxy is irrevocable, is coupled with an interest and is granted in connection with, and as security for Stockholder’s performance under, the Voting Agreement, dated as of the date hereof, between Acquiror and the Stockholder (the “Voting Agreement”), and is granted in consideration of Acquiror entering into the Agreement and Plan of Merger, dated as of the date hereof, among Acquiror, Plant Acquisition Sub, Inc., a wholly-owned subsidiary of Acquiror, and the Company (the “Merger Agreement”). This proxy will terminate on the Expiration Time (as defined in the Voting Agreement). Capitalized terms used in this Proxy and not defined in this Proxy have the meanings set forth in the Voting Agreement. Each of the attorneys and proxies named above will be emp...
IN WITNESS WHEREAS the Participant has executed this Beneficiary Designation on the date designated below.
IN WITNESS WHEREAS. PPS LLC AND FIRM have caused this Agreement to be duly executed.
IN WITNESS WHEREAS the parties hereto have caused this VOTING AGREEMENT AND IRREVOCABLE PROXY to be executed as of the date first above written.
IN WITNESS WHEREAS the said parties to these presents have hereunto set their hands and affixed their seals the day and year first above written. SIGNED, SEALED AND DELIVERED in the (Insert Registered Owner Name)
IN WITNESS WHEREAS the said parties to these presents have hereunto set their hands and affixed their seals the day and year first above written. HALIFAX REGIONAL MUNICIPALITY
IN WITNESS WHEREAS the parties have executed this Beneficiary Designation on the date designated below. Date: _________________, ____ Signature of Participant Received: FEDERAL SIGNAL CORPORATION Date: _________________, ____ By:
IN WITNESS WHEREAS the said parties to these presents have hereunto set their hands and affixed their seals the day and year first above written. SIGNED, DELIVERED AND ATTESTED to by the HALIFAX REGIONAL MUNICIPALITY KEYPLAN SCALE 1:50,000
