Adoption of Merger Agreement; Irrevocable Proxy; Termination Sample Clauses

Adoption of Merger Agreement; Irrevocable Proxy; Termination. (a) Member hereby (i) adopts and approves the resolutions attached hereto as Exhibit B and adopts and consents to each of the Merger Agreement and the SLK Investing Co. Merger Agreement and the transactions contemplated thereby including, without limitation, each of the Merger and the SLK Investing Co. Merger, in each case, in accordance with the provisions of Section 407 of the New York Limited Liability Company Law, (ii) upon request by Acquiror, agrees to vote to adopt and approve such matters described in clause (i) of this Section 1(a), (iii) agrees to vote against, and to withhold consent from, any action or proposal that would compete with or would serve to materially interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the transactions contemplated by the Merger Agreement, including, without limitation, the Merger, (iv) consents to the replacement of SLK Management Inc. by Acquiror or an Affiliate designated thereby, as the managing member of the Company, such replacement to be effective as of the Effective Time, and (v) elects to cause the payment and distribution by the Company of the Shares (as such term is defined in the Operating Agreement) of the Withdrawn Members (as such term is defined in the Operating Agreement) to such Withdrawn Members prior to the close of any applicable Additional Holding Periods (as such term is defined in the Operating Agreement) in the manner set forth in Section 3.04 of the Draft Amended and Restated Merger Agreement. For the avoidance of doubt, and without limiting in any respect the effect of clause (a)(i) of this Section 1, Member hereby approves and consents to the form, terms and provisions of, and the transactions contemplated by the Merger Agreement, including all exhibits and annexes thereto, substantially in the form of Exhibit G hereto, with such changes as the Authorized Agents (as such term is defined in the resolutions attached hereto as Exhibit B) may approve. To the extent necessary and as permitted by applicable law, Member hereby also irrevocably (i) waives any notice, or requirement thereof, with respect to any meeting of Members or other proceeding for the purpose of adopting and approving the Merger Agreement, the SLK Investing Co. Merger Agreement, the Merger, the SLK Investing Co. Merger or any related matters and (ii) acknowledges that Member will not have any dissenters' or similar rights in connection with either the Merger or the SLK Investing Co. Merg...