Certain Voting Agreements Sample Clauses

Certain Voting Agreements. Arcadian has delivered to PCS commitments of each member of the Board of Directors to vote all shares of Arcadian Common Stock and Arcadian Preferred Stock over which such member exercises voting control in favor of the adoption of this Agreement and approval of the Merger. ARTICLE 6 COVENANTS PCS, Merger Sub and Arcadian further agree as follows: SECTION 6.01.
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Certain Voting Agreements. Each Buyer agrees with the Seller as follows:
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Certain Voting Agreements. 10A. Each Purchaser hereby agrees that such Purchaser will vote, or cause to be voted, all voting Restricted Securities over which such Purchaser has the power to vote or direct the voting, either in person or by proxy, whether at a stockholders meeting, or by written consent, in the manner in which MDCP directs in connection with (i) approval of any amendment or amendments to the Company’s Certificate of Incorporation or bylaws, (ii) any merger, combination or consolidation of the Company with any Independent Third Party, (iii) the sale, lease or exchange of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis to an Independent Third Party, or (iv) the reorganization, recapitalization, liquidation, dissolution or winding-up of any of the Company and its Subsidiaries; provided, however, that no such action shall (a) contravene the terms of this Agreement, or (b) have a material adverse effect on the rights or interests of any Purchaser in respect of any of its Restricted Securities that would be borne disproportionately by such Purchaser relative to the effect of such action on the rights or interests of other Purchasers in respect of holdings of Restricted Securities of the same class, unless approved by holders of a majority of the Restricted Securities so adversely affected. 10B. In order to secure the obligations of each Purchaser who now or hereafter holds any voting securities to vote such Person’s Restricted Securities in accordance with the provisions of this Agreement, each Purchaser hereby appoints MDP as his or its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of his or its Restricted Securities, which irrevocable proxy MDP may exercise at any time. The proxies and powers granted by each such Purchaser pursuant to this Section 10B are coupled with an interest and are given to secure the performance of such Purchaser’s obligations under this Agreement. Such proxies and powers shall be irrevocable until termination of this Section 10 and shall survive the death, incompetency, disability, bankruptcy or dissolution of each Purchaser and the subsequent holders of his or its Restricted Securities. No Purchaser shall grant any proxy or become party to any voting trust or other agreement which is inconsistent with, conflicts with or violates any provision of this Agreement.
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Certain Voting Agreements. 20 ARTICLE 6 COVENANTS SECTION 6.01. Conduct of Arcadian's Business........................................ 20 SECTION 6.02. Investigation......................................................... 22 SECTION 6.03. Cooperation........................................................... 22 SECTION 6.04. Affiliates............................................................ 23 SECTION 6.05.
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Certain Voting Agreements. (a) Purchaser agrees with each Major Stockholder that Purchaser will vote all shares of Common Stock held by it (x) to cause one person designated by each Major Stockholder to be a director of DPI at all times from the Closing Date through the first anniversary of the Closing Date, (y) to cause two persons designated jointly by agreement of all Major Stockholder then owning shares of Common Stock to be directors of DPI at all times after the first anniversary of the Closing Date so long as the Major Stockholders as a group continue to own at least 25% of the outstanding shares of Common Stock and (z) to cause one person designated jointly by agreement of all Major Stockholder then owning shares of Common Stock to be directors of DPI at all times after the first anniversary of the Closing Date so long as the Major Stockholders as a group continue to own at least 15% of the outstanding shares of Common Stock. If any director designated by Major Stockholders shall cease to be a director during any of such periods, Purchaser will vote its shares of Common Stock to elect the successor nominated by the Major Stockholder or Stockholders entitled to designate the director being replaced. Any designation under this Section shall be in writing and, if a joint designation, shall be signed by each Major Stockholder entitled to participate in such designation. Purchaser shall not be required to vote for any designee until it receives a written designation complying with this Section. Any Stockholder who signs this Agreement withdraws from and waives all rights and interests under the Voting Agreement.
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Certain Voting Agreements 
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Related to Certain Voting Agreements

  • Voting Agreements The Shareholder agrees with, and covenants to, Buyer as follows:

  • Certain Voting Matters [To be inserted if the Charter provides for voting in proportion to liquidation preferences: Whether the vote or consent of the holders of a plurality, majority or other portion of the shares of Designated Preferred Stock and any Voting Parity Stock has been cast or given on any matter on which the holders of shares of Designated Preferred Stock are entitled to vote shall be determined by the Issuer by reference to the specified liquidation amount of the shares voted or covered by the consent as if the Issuer were liquidated on the record date for such vote or consent, if any, or, in the absence of a record date, on the date for such vote or consent. For purposes of determining the voting rights of the holders of Designated Preferred Stock under Section 7 of the Standard Provisions forming part of this [Certificate of Designations], each holder will be entitled to one vote for each $1,000 of liquidation preference to which such holder’s shares are entitled.] [To be inserted if the Charter does not provide for voting in proportion to liquidation preferences: Holders of shares of Designated Preferred Stock will be entitled to one vote for each such share on any matter on which holders of Designated Preferred Stock are entitled to vote, including any action by written consent.] 1 If Issuer desires to issue shares with a higher dollar amount liquidation preference, liquidation preference references will be modified accordingly. In such case (in accordance with Section 4.6 of the Securities Purchase Agreement), the issuer will be required to enter into a deposit agreement.

  • Certain Voting Rights So long as any Series K Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes and (III) substitutes the Series K Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

  • Voting Agreement Stockholder hereby agrees with Parent that, at any meeting of Company's stockholders, however called, and any adjournment or postponement thereof, or in connection with any written consent of Company's stockholders, Stockholder shall vote any Shares with respect to which Stockholder has voting power (i) in favor of approval of the Merger and the Merger Agreement and any actions recommended by the Board of Directors of Company that are required in furtherance of the transactions contemplated thereby; provided that Stockholder shall not be required to vote for any action that would decrease the number of shares of Parent Common Stock to be received by the stockholders of Company in respect of their shares of Company capital stock in the Merger; (ii) against any proposal to authorize any action or agreement that would result in a breach in any respect of any representation, warranty, covenant, agreement or obligation of Company under the Merger Agreement or that would prevent the consummation of the Merger; (iii) against: (A) any proposal by Company to enter into or consent to any Third Party Acquisition (as defined below); (B) any change in the individuals who, as of the date hereof, constitute the Board of Directors of Company (except as contemplated by the Merger Agreement); (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Company and any Third Party (as defined below), other than the Merger; (D) a sale, lease, transfer or disposition of all or substantially all of the assets of Company's business outside the ordinary course of business, or of any assets that are material to its business whether or not in the ordinary course of business, or a reorganization, recapitalization, dissolution or liquidation of Company; (E) any amendment of Company's Certificate of Incorporation or bylaws, except as contemplated by the Merger Agreement; and (F) any other action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement, or any of the transactions contemplated by this Agreement; and (iv) in favor of any proposal to grant Company's management discretionary authority to adjourn any meeting of Company's stockholders for the purpose of soliciting additional proxies in the event that, at any meeting held for the purpose of considering the Merger Agreement, the number of shares of Company Common Stock present or represented and voting in favor of the Merger is insufficient to approve the Merger.

  • Certain Agreements Without the prior written consent of the Administrator and the Majority Purchaser Agents, the Seller will not amend, modify, waive, revoke or terminate any Transaction Document to which it is a party or any provision of the Seller’s organizational documents which requires the consent of the “Independent Manager”.

  • Shareholder Agreements As a material inducement to Parent to enter into this Agreement, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the "Shareholder Agreements"), pursuant to which they have agreed, among other things, to vote their shares of Company Common Stock in favor of this Agreement.

  • Stockholder Agreements Except as provided in this Agreement and the other Transaction Documents, there are no agreements, written or oral, between the Company and any current holder of its securities, or to the Company's knowledge, among any holders of its securities, relating to the acquisition (including, without limitation, rights of first refusal, anti-dilution or preemptive rights), disposition, registration under the Securities Act, or voting of the Common Stock or Preferred Stock.

  • Certain Additional Agreements If any Registration Statement or comparable statement under state blue sky laws refers to any Holder by name or otherwise as the Holder of any securities of the Company, then such Holder shall have the right to require (a) the insertion therein of language, in form and substance satisfactory to such Holder and the Company, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the Company’s securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Company, or (b) in the event that such reference to such Holder by name or otherwise is not in the judgment of the Company required by the Securities Act or any similar federal statute or any state blue sky or securities law then in force, the deletion of the reference to such Holder.

  • Voting Agreement Grant of Proxy The Stockholder hereby covenants and agrees that:

  • Voting Arrangements (a) The Stockholder agrees that, during the time this Agreement is in effect, at any meeting of the stockholders of the Company (a "Company Stockholders' Meeting"), however called, and at every adjournment or postponement thereof, he, she or it shall (i) appear at the meeting or otherwise cause his, her or its Shares, to be counted as present thereat for purposes of establishing a quorum, (ii) vote, or execute consents in respect of, his, her or its Shares, or cause his, her or its Shares to be voted, or consents to be executed in respect thereof, in favor of the approval and adoption of the Merger Agreement (including any revised or amended Merger Agreement among Parent, Merger Sub, and the Company approved by the Company Board of Directors), and any action required in furtherance thereof and (iii) vote, or execute consents in respect of, his, her or its Shares, or cause his, her or its Shares to be voted, or consents to be executed in respect thereof, against (A) any proposal or offer, whether in writing or otherwise, from any Third Party to acquire beneficial ownership (as defined under Rule 13d-3 under the Securities Exchange Act of 1934, as amended ("Exchange Act")) of all or more than 15% of the assets of the Company, or 15% or more of any class of equity securities of the Company pursuant to a merger, consolidation or other business combination, sale of shares of stock, sale of assets, tender offer, exchange offer or similar transaction or series of related transactions, which is structured to permit such Third Party to acquire beneficial ownership of more than 15% of the assets of the Company, or 15% or more of any class of equity securities in the Company (each, a "Competing Transaction") or (B) any amendment of the Company Certificate of Incorporation or Company By-laws or other proposal, action or transaction involving the Company or any of the Company Stockholders, which amendment or other proposal, action or transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement or to deprive Parent of any material portion of the benefits anticipated by Parent to be received from the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement, or change in any manner the voting rights of Company Common Shares (collectively, "Frustrating Transactions") presented to the Company Stockholders (regardless of any recommendation of the Company Board of Directors) or in respect of which vote or consent of the Stockholder is requested or sought.

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