AGREEMENT TO DELIVER PROXY. Each of the Stockholders agrees to deliver to IMS on the date hereof an irrevocable proxy substantially in the form attached hereto as EXHIBIT C to Vote such Stockholder's Shares (a) in favor of approval of the Issuance and any related matters at any meeting of the stockholders of TriZetto at which such matters are considered and at every adjournment or postponement thereof, (b) against any action or agreement that would compete with, impede, interfere with or tend to discourage the Merger or the Issuance or inhibit the timely consummation of the Merger and the Issuance, and (c) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of TriZetto or Merger Sub under the Merger Agreement. The proxy delivered by each of the Stockholders pursuant to this Section 2 shall be irrevocable during the term of this Agreement to the extent permitted under Delaware law. For purposes of this Agreement, "VOTE" shall include voting in person or by proxy in favor of or against any action, otherwise consenting or withholding consent in respect of any action (including, but not limited to, consenting in accordance with Section 228 of the Delaware General
AGREEMENT TO DELIVER PROXY. The Stockholder agrees to deliver to the Company on the date hereof an irrevocable proxy substantially in the form attached hereto as EXHIBIT A that grants and transfers the Stockholder's Voting rights with respect to its Subject Shares to the Board of Directors of the Company or its successor in interest, acting by the vote or consent of a majority of the directors present at a duly constituted meeting in which a quorum is present, (a) in favor of the appointment of nominee(s) to the Board of Directors (the "Nominees") at any meeting of the stockholders of the Company at which such Nominee(s) is considered and at every adjournment or postponement thereof and (b) against any action, approval or agreement that would compete with or materially impede, interfere with, adversely affect or tend to discourage the appointment of the Nominee(s) or inhibit the timely appointment of the Nominee(s), in each case, to the same extent and with the same effect as such Stockholder might or could do under applicable law, rules and regulations. The proxy delivered by the Stockholder pursuant to this Section 2 shall be irrevocable during the term of this Agreement to the extent permitted under New York law. For purposes of this Agreement, "VOTE" shall include voting in person or by proxy in favor of or against any action, otherwise consenting or withholding consent in respect of any action (including, without limitation, consenting in accordance with Section 228 of the Delaware General Corporation Law) or taking other action in favor of or against any action. "VOTING" shall have a correlative meaning. The Stockholder hereby revokes any and all previous proxies granted with respect to any of the Subject Shares and shall not hereafter, unless and until this Agreement terminates pursuant to Section 7 hereof, purport to grant any other proxy or power of attorney with respect to any of the Subject Shares or enter into any agreement (other than this Agreement), arrangement or understanding with any Person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Subject Shares. The Stockholder also agrees to use his reasonable best efforts to take, or cause to be taken, all action, and do, or cause to be done, all things necessary or advisable in order to consummate and make effective the transactions contemplated by this Agreement. The Stockholder acknowledges receipt and review of a copy of the Share Exchange Agreement.
AGREEMENT TO DELIVER PROXY. Each of the Stockholders agrees to deliver to IMS on the date hereof an irrevocable proxy substantially in the form attached hereto as EXHIBIT C to Vote such Stockholder's Shares (a) in favor of approval and adoption of the Merger Agreement, the Merger and the transactions contemplated thereby, the issuance of TriZetto Common Stock to IMS stockholders pursuant to the Merger Agreement, the TriZetto Charter Amendments and the Stock Option Plan at any meeting of the stockholders of TriZetto at which such matters are considered and at every adjournment or postponement thereof, (b) against any action or agreement that would compete with, impede, interfere with or tend to discourage the Transactions or inhibit the timely consummation of the Transactions, (c) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of TriZetto under the Merger Agreement and (d) except for the
AGREEMENT TO DELIVER PROXY. To the extent FP exercises the Warrant, in whole or in part, on or prior to any record date for any meeting of holders of Company Shares relating to the Merger or any other merger, consolidation, business combination, reorganization, recapitalization, liquidation or sale or transfer of any material assets of Hypercom or its Subsidiaries (each such meeting, a “Stockholder Meeting”), FP agrees to deliver to VeriFone promptly upon VeriFone’s request an irrevocable proxy substantially in the form attached hereto as Schedule A to Vote the Shares at every such Stockholder Meeting and at every adjournment or postponement thereof:
AGREEMENT TO DELIVER PROXY. Each of the Stockholders agrees to deliver to Buyer promptly upon Buyer's request an irrevocable proxy substantially in the form attached hereto as Exhibit B to Vote such Stockholder's Shares:
AGREEMENT TO DELIVER PROXY. Each of the Stockholders agrees to deliver to IMS on the date hereof an irrevocable proxy substantially in the form attached hereto as EXHIBIT C to Vote such Stockholder's Shares (a) in favor of approval and
AGREEMENT TO DELIVER PROXY. Each of the Stockholders severally agrees to deliver to Parent on the date hereof an irrevocable proxy substantially in the form attached hereto as Exhibit B to Vote such Stockholder's Subject Shares (a) in favor of approval and adoption of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (the Merger together with such transactions, collectively, the "TRANSACTIONS") at any meeting of the stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof, (b) against any action, approval or agreement that would compete with or materially impede, interfere with, adversely affect or tend to discourage the Transactions or inhibit the timely consummation of the Transactions, including, without limitation, any Alternative Proposal, (c) against any action, approval or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement and (d) except for the Transactions, against any merger, consolidation, business combination, reorganization, recapitalization, liquidation or sale or transfer of any material assets of the Company or its subsidiaries, in each case, to the same extent and with the same effect as such Stockholder might or could do under
AGREEMENT TO DELIVER PROXY. Each of the Stockholders agrees to deliver to P&O Princess on the date hereof an irrevocable proxy substantially in the form attached hereto as Exhibit B to Vote such Stockholder's Shares (a) in favor of adoption and approval of the Implementation Agreement and the Transactions at every meeting of the stockholders of Royal Caribbean at which such matters are considered and at every adjournment or postponement thereof, (b) against any action or agreement that would compete with, impede, interfere with or discourage the Transactions or inhibit the timely consummation thereof, (c) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of Royal Caribbean under the Implementation Agreement and (d) except for the Transactions and the Implementation Agreement, against any merger, consolidation, business combination, dual listed company transaction, reorganization, recapitalization, liquidation or sale or transfer of any material assets of or involving Royal Caribbean or any of its Significant Subsidiaries. The proxy delivered by each of the Stockholders pursuant to this Section 2 shall be irrevocable during the term of this Agreement to the maximum extent permitted under applicable law. For purposes of this Agreement, VOTE shall include voting in person or by proxy in favor of or against any action, otherwise consenting or withholding consent in respect of any action (including, but not limited to, consenting in accordance with Section 7.4 of the Liberian Business Corporation Act, as amended) or taking other action in favor of or against any action. VOTING shall have a correlative meaning.
AGREEMENT TO DELIVER PROXY. Each of the Shareholders agrees to deliver to VeriFone promptly upon VeriFone’s request an irrevocable proxy (the “Proxy”) substantially in the form attached hereto as Exhibit B (unless a different form is specified in Xxxxxx’x Articles of Association (in which case the proxy shall meet the requirements of Xxxxxx’x Articles of Association)) to Vote such Shareholder’s Shares:
AGREEMENT TO DELIVER PROXY. The Shareholder agrees to deliver to Tower, or any nominee of Tower, promptly upon Tower’s request an irrevocable proxy substantially in the form attached hereto as Exhibit B (a “CastlePoint Proxy”) to Vote the CastlePoint Shares:
