Voting Agreement Grant of Proxy. The Stockholder hereby covenants and agrees that:
Voting Agreement Grant of Proxy. (a) During the term of this Agreement, Stockholder agrees to (i) vote the Securities in favor of or give consent to, as applicable, (A) any proposal or proposals to (x) approve the Company Stockholder Approval Matters at any annual or special meeting of the Company Stockholders, (y) if deemed necessary, adopt an amendment to Company’s certificate of incorporation to change the name of Company, and (z) adjourn or postpone an annual or special meeting to a later date if there are not sufficient votes for the approval of any of the Company Stockholder Approval Matters; and (B) any other proposals included in the Proxy Statement in connection with, or related to the consummation of, the Contemplated Transactions for which the board of directors of Company has recommended that the Company Stockholders vote in favor; and (ii) vote the Securities against and not consent to, as applicable, (x) any action, proposal, transaction or agreement that, to the knowledge of Stockholder, would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of Company under the Share Exchange Agreement or that would reasonably be expected to result in any of Company’s or any Seller’s obligations under the Share Exchange Agreement not being fulfilled and (y) any competing Acquisition Proposal or any agreement, transaction or other matter that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Contemplated Transactions.
(b) Stockholder hereby appoints F-Star and any designee of F-Star as attorney-in-fact and proxy for and on behalf of Stockholder, for and in the name, place and stead of Stockholder, to (i) attend any and all meetings of the Company Stockholders, (ii) vote, express consent or dissent or issue instructions to the record holder to vote the Securities in accordance with the provisions of Section 1.4(a) at any and all meetings of the Company Stockholders (or at any adjournment thereof) or in connection with any action sought to be taken by written consent of the Company Stockholders without a meeting and (iii) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 1.4(a), all written consents with respect to the Securities at any and all meetings of the Company Stockholders (or at any adjournment ther...
Voting Agreement Grant of Proxy. AGREEMENT TO TENDER
Voting Agreement Grant of Proxy. (a) From and after the Closing and until the Trigger Date, each Stockholder:
(i) shall cause all Shares to be present for quorum purposes at any Corporation stockholder meeting;
(ii) shall vote all of the Shares (or cause such Shares, or any other voting securities of the Corporation it Beneficially Owns, to be voted, in person or by proxy) (A) in favor of each nominee included in the Board’s slate of nominees for each election of directors and (B) in favor of each matter approved by the Board and submitted to stockholders of the Corporation for the approval of stockholders;
(iii) shall not vote any Shares in favor of the removal of any member of the Corporation’s Board of Directors unless such removal is recommended by the Corporation’s Nominating Committee;
(iv) shall not solicit proxies for or nominate any directors for election to the Board directors included in the Board’s slate of nominees; and
(v) shall approve and execute each written consent of the stockholders of the Corporation with respect to each other matter approved by the Board and submitted to stockholders of the Corporation for the approval of stockholders.
(b) In order to secure the obligation of each Stockholder to vote all of the Shares (and other voting securities of the Corporation) Beneficially Owned by such Stockholder in accordance with this Agreement, each Stockholder hereby grants to the Secretary of the Corporation a proxy that is irrevocable and coupled with an interest to vote such Shares (and other voting securities of the Corporation) in accordance with the agreements contained in this Agreement, sufficient in law to support an irrevocable power, including in any action by written consent, which proxy shall be valid and remain in effect until the Trigger Date. The Secretary of the Corporation may exercise the irrevocable proxy granted to it hereunder at any time that the vote, consent or approval of any holder of Shares may be required.
Voting Agreement Grant of Proxy. For the period of one year following the Effective Date, all of the Acquired Shares (including any shares of Common Stock issued on conversion thereof) shall be voted as Xxxx xxx direct or determine to be appropriate, on all matters that may be presented for a vote or consent of the Company's stockholders, except for any matters set forth above or if related to or in connection with the sale, purchase or issuance of any securities of the Company or any of its subsidiaries or affiliates. Concurrently with the execution of this Agreement, Buyer shall execute and deliver to Xxxx and the Company an irrevocable proxy, having a duration of one year in the form attached hereto as Exhibit A (the "Proxy"), granting to Xxxx the right and proxy to vote the Acquired Shares and all shares of Common Stock issued on conversion thereof, as Xxxx xxx determine to be appropriate, except for those matters referenced in the preceding sentence and set forth in the Proxy. The provisions of this Section 5.2 shall be binding upon the successors in interest to any of the Acquired Shares (and shares of Common Stock issued on conversion thereof). The Company shall not permit the transfer of any of such shares on its books or issue a new certificate representing any of such shares unless and until the person to whom such security is to be transferred shall have executed a written agreement or proxy, containing provisions substantially in the form applicable to Buyer hereunder, and such person agrees to be bound by all the provisions of this Section 5.2, as if such person were Buyer.
Voting Agreement Grant of Proxy. Section 2.01.
Voting Agreement Grant of Proxy. Section 2.1 Voting of Subject Shares. From and after the date hereof, at every meeting of the holders of Company Common Stock (a “Stockholder Meeting”), however called, and at every adjournment or postponement thereof, each Stockholder shall, or shall cause the holder of record on any applicable record date to appear at each such Stockholder Meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and vote all of such Stockholder’s Subject Shares (to the extent not purchased in the Offer): (a) in favor of (i) adoption of the Merger Agreement, (ii) approval of any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the adoption of the Merger Agreement on the date on which such meeting is held and (iii) any other matter necessary for consummation of the transactions contemplated by the Merger Agreement that is considered at any such Stockholder Meeting; and (b) against (i) any action or agreement, including any amendment of the Company’s certificate of incorporation or bylaws, that would in any respect impede, interfere with or prevent the Offer or the consummation of the Merger or any other transactions contemplated by the Merger Agreement and (ii) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement.
Voting Agreement Grant of Proxy
