Against Alternative Transactions Sample Clauses

Against Alternative Transactions. Against any matter that could reasonably be expected to hinder, impede, or delay the consummation of the Transaction, the Merger or materially adversely affect the Transaction, the Merger and the transactions contemplated by this Voting Agreement and the Purchase Agreement. Stockholder shall not, from the date of this Voting Agreement until the Expiration Date (as hereinafter defined), enter into any agreement or understanding with any Person to vote (other than the Proxy granted in connection herewith) or give instructions inconsistent with paragraphs 1, 2, and/or 3 above. EXHIBIT B PROXY The undersigned stockholder of Metropolis Realty Trust, a Maryland corporation (the "Owner"), hereby irrevocably appoints and constitutes Xxxxxxx X. Xxxxxx and Xxxx X. Xxxxxxxx of JAMESTOWN 1290, L.P., a Delaware limited partnership, having an address at Two Paces West, Suite 1600, 0000 Xxxxx Xxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000 ("Jamestown"), and each of them, or any other designee of Jamestown, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to the shares of capital stock of Owner owned of record by the undersigned, which shares are listed on the final page of this proxy (the "Proxy") and any and all other shares or securities issued or issuable in respect thereof, or otherwise acquired of record by the undersigned on or after the date hereof (collectively, the "Shares"), until the earlier of (i) the date of the closing of the Transaction (as hereinafter defined) and (ii) the date the Purchase Agreement (as hereinafter defined) is terminated in accordance with its terms, such termination date being referred to herein as the "Expiration Date." This Proxy is granted pursuant to the Voting Agreement, dated as of May __, 2002, by and between Jamestown and the undersigned (the "Voting Agreement"). Capitalized terms used but not otherwise defined in this proxy have the meanings given to such terms in the Voting Agreement. This Proxy is coupled with an interest, and is granted in consideration of Jamestown entering into the Purchase Agreement, and consummating the Transaction. This Proxy is irrevocable (to the fullest extent provided by applicable law) except as specifically provided in Section 1(d) of the Voting Agreement. Upon the undersigned's execution of this Proxy, any and all prior proxies given by the undersigned with respect to any Shares ...
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Against Alternative Transactions. Against any matter that could reasonably be expected to hinder, impede, or delay the consummation of the Transaction., the Merger or materially adversely affect the Transaction, the Merger and the transactions contemplated by this Voting Agreement and the Purchase Agreement. The attorneys and proxies named above may not exercise this Proxy on any other matter except as provided above. The undersigned Stockholder may vote the Shares on all such other matters. All authority herein conferred shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors, and assigns of the undersigned. THIS PROXY IS IRREVOCABLE except as specifically provided in Section 1(d) of the Voting Agreement.
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Against Alternative Transactions. Against any matter that could reasonably be expected to hinder, impede, or delay the consummation of the Transaction, the Merger or materially adversely affect the Transaction, the Merger and the transactions contemplated by this Voting Agreement and the Purchase Agreement. The attorneys and proxies named above may not exercise this Proxy on any other matter except as provided above. The undersigned Stockholder may vote the Shares on all such other matters. All authority herein conferred shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors, and assigns of the undersigned. THIS PROXY IS IRREVOCABLE except as specifically provided in Section 1(d) of the Voting Agreement. ANGELO, GORDON & CO., L.P. Xx: /x/ Fred Berger ------------------------------ Name: Fred Berger Title: Xxxxx Xxxxnistrative Officer Print Name of Stockholder: ANGELO, GORDON & CO., L.P. (includes affiliates) Shares thax xxx xxxxxxcially owned by Stockholder (includes affiliates): 1,094,143
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Related to Against Alternative Transactions

  • Alternative Transactions As of the date hereof, the Company is not pursuing, or in discussions or negotiations regarding, any solicitation, offer, or proposal from any Person concerning any actual or proposed Alternative Transaction and, as applicable, has terminated any existing discussions or negotiations regarding any actual or proposed Alternative Transaction.

  • Alternative Transaction In the event that, in lieu of the Arrangement, the Purchaser seeks to complete the acquisition of the Company Shares other than as contemplated by the Arrangement Agreement on a basis that (a) provides for economic terms which, in relation to the Shareholder, on an after-tax basis, are at least equivalent to or better than those contemplated by the Arrangement Agreement taking into account the Intended Tax Treatment, (b) would not likely result in a delay or time to completion beyond the Voting Support Outside Date, and (c) is otherwise on terms and conditions not materially more onerous on the Shareholder than the Arrangement (including any take-over bid) any such transaction, an “Alternative Transaction”), then during the term of this Agreement the Shareholder may, on its own accord, and shall, upon written request of the Purchaser, support the completion of such Alternative Transaction in the same manner as the Arrangement in accordance with the terms and conditions of this Agreement mutatis mutandis, including by (A) depositing or causing the deposit of its Subject Shares (including any Company Shares issued or issuable upon the exercise, conversion or vesting, as applicable, of any Company Options, Company Compensation Options or Company RSUs) into an Alternative Transaction conducted by way of a take-over bid made by the Purchaser or an affiliate of Purchaser and not withdrawing them; and/or (B) voting or causing to be voted all of the Subject Shares (to the extent that they carry the right to vote) in favour of, and not dissenting from, such Alternative Transaction proposed by the Purchaser, provided however that the Shareholder shall not be required to exercise, convert or exchange any Subject Shares (other than Company Shares) in connection with an Alternative Transaction.

  • Derivative Transactions Enter into any Derivative Transaction.

  • Speculative Transactions Engage, or permit any of its Subsidiaries to engage, in any transaction involving commodity options or futures contracts or any similar speculative transactions.

  • No Speculative Transactions No Credit Party shall engage in any transaction involving commodity options, futures contracts or similar transactions, except solely to hedge against fluctuations in the prices of commodities owned or purchased by it and the values of foreign currencies receivable or payable by it and interest swaps, caps or collars.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with:

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Processing Transactions 2 2.1 Timely Pricing and Orders.................................... 2 2.2

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

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