Agreement to Vote in Favor of Merger. Shareholder hereby agrees that from the date hereof until the earlier of (i) the occurrence of the Effective Time and (ii) the time this Agreement terminates under Section 5.01 (the “Support Period”) at any shareholder meeting of the Company to approve the Merger or any related transaction, or any adjournment or postponement thereof, Shareholder shall be present (in person or by proxy) and shall vote (or cause to be voted) all of its voting shares of capital stock of the Company entitled to vote at such meeting, including all voting shares listed on Attachment A (together, “Owned Shares”): (a) in favor of approval of (1) the Merger Agreement and the transactions contemplated thereby, (2) any other matter that is required to facilitate the transactions contemplated by the Merger Agreement and (3) any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes to approve the Merger Agreement; and (b) against any action or agreement that would impair the ability of Purchaser to complete the Merger, the ability of the Company to complete the Merger, or that would otherwise be inconsistent with, prevent, impede or delay the consummation of the transactions contemplated by the Merger Agreement.
Agreement to Vote in Favor of Merger. The Stockholder (a) shall vote or cause to be voted all of the Shares that such Stockholder shall be entitled to so vote, whether such Shares are beneficially owned by such Stockholder on the date of this letter agreement or are subsequently acquired, at the special or any other meeting of Purchaser's stockholders to be called and held following the date hereof, in favor of the approval of the Merger Agreement and the Merger and (b) shall vote or cause to be voted all such Shares, at such special meeting or any other meeting of Purchaser's stockholders following the date hereof, against the approval of any other agreement providing for a merger, acquisition, consolidation, sale of a material amount of assets or other business combination of Purchaser or Parent with any person or entity other than the Company or the Bank; except, in the case of either (a) or (b), to the extent required by applicable law relating to fiduciary obligations of directors upon advice of counsel.
Agreement to Vote in Favor of Merger. For purposes of this Section 2.13 only, the following ECI shareholders covenant and agree to vote in favor of or consent to the Merger, and the transactions contemplated herein: Rodney M. Boucher, Gene Ameduri, and Energy Fund II, LLC.
Agreement to Vote in Favor of Merger. Each Holder, severally and not jointly, covenants with Fidelity for itself as follows.
Agreement to Vote in Favor of Merger. Each Stockholder specifically agrees that: he will be bound by the terms of the Merger Agreement; he will use all reasonable efforts to cause a special meeting of stockholders of Seller (the "Special Meeting") to be held as soon as is practicable to vote to approve the Merger, the Merger Agreement and the transactions contemplated thereby; and at the Special Meeting or any other meeting of stockholders of Seller, he will cause all of the Shares he may be entitled to vote to be voted (X) in favor of the Merger, the Merger Agreement and the transactions contemplated thereby and (Y) against the approval of any other agreement providing for a merger, consolidation, sale of assets or other business combination of Seller with any person or entity other than Buyer.
Agreement to Vote in Favor of Merger. Each Stockholder specifically agrees that: (i) he will use all reasonable efforts to cause a special meeting of stockholders of the Company (the "Special Meeting") to be held as soon as is practicable to vote to approve the Merger, the Merger Agreement and the transactions contemplated thereby, and (ii) at the Special Meeting, he will vote all of his Shares in favor of the Merger, the Merger Agreement and the transactions contemplated thereby. 2. IRREVOCABLE PROXY. Each Stockholder hereby revokes any proxy heretofore granted with respect to any shares of capital stock of the Company owned by such Stockholder. Each Stockholder hereby agrees to grant to Parent an irrevocable proxy in the form of Exhibit A attached hereto upon request of Parent. It is expressly understood and agreed that such irrevocable proxy shall be coupled with an interest and that Parent shall have no duty, liability and obligation whatsoever to the undersigned arising out of the exercise by Parent of such irrevocable proxy unless Parent acts in a manner inconsistent with the understandings set forth in this Agreement and the Merger Agreement. Without limiting the generality of the foregoing, each Stockholder expressly acknowledges and agrees that he will not impede the exercise of Parent's rights under the Merger Agreement and that Parent shall have the right, pursuant to the irrevocable proxy, to vote (i) with respect to all matters relating to the Merger, the Merger Agreement or the transactions contemplated thereby, and (ii) with respect to any other matter that Parent deems to be inconsistent with the consummation of the transactions contemplated by the Merger Agreement. 3.
Agreement to Vote in Favor of Merger. Each of the Stockholders, Cook, xxd each of the directors of PetroChemNet hereby covenants and agrees to vote all shares of Holdings and PetroChemNet Common Stock owned by them in favor of the transactions contemplated hereby at any meeting of such stockholders called to approve such transactions, or on any resolution of the stockholders by written consent adopted to approve such transactions, and to take all such other actions as may be consistent with their fiduciary duties to cause such transactions to be approved by Holdings and PetroChemNet respectively.
Agreement to Vote in Favor of Merger. Except as otherwise provided herein, so long as the Merger Agreement is in effect, Stockholder specifically agrees to: (i) if requested by the Company, vote all of the Common Shares and, if applicable, all of the Preferred Shares in favor of the calling of a special meeting of the stockholders of the Company (the "Special Meeting") to be held as soon as is practicable for the purpose of voting upon and approving the Merger, the Merger Agreement and the transactions contemplated thereby, and (ii) at the Special Meeting, vote all of the Common Shares (and, if applicable, all of the Preferred Shares) in favor of the Merger, the Merger Agreement and the transactions contemplated thereby.
Agreement to Vote in Favor of Merger. During the Exclusivity Period, each Yan Shareholder will, and will cause any Yan Affiliate to, upon TCPI’s request, vote all of its Shares in favor of, and/or deliver their written consents approving, the Merger Agreement, the Merger and the transactions contemplated thereby and will vote, and cause any Yan Affiliate to vote, its Shares against any and all Alternative Transactions; provided that the Yan Shareholders shall not be required to deliver a written consent or otherwise vote their, or cause a Yan Affiliate to deliver a written consent or vote its, Shares in accordance with this Section 4 if, at the time such written consent is to be delivered or the Shares voted, the TCPI Board shall have withdrawn its recommendation that the TCPI Shareholders approve the Merger Agreement and the Merger.
Agreement to Vote in Favor of Merger. (1) At any meeting of the stockholders of the Company called to seek the Company Stockholder Approval or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement, any other agreement contemplated hereby or thereby, the Offer or the Merger, or any other transaction contemplated hereby or by the Merger Agreement is sought, such Stockholder, subject to the provisions of this Agreement, shall (i) if a meeting is held, appear at such meeting or otherwise cause the Subject Shares to be counted as present at such meeting for purposes of establishing a quorum and (ii) vote (or cause to be voted) the Subject Shares in favor of granting the Company Stockholder Approval.
