Voting Agreement and Irrevocable Proxy. Section 2.1 Agreement to Vote the Subject Shares. Subject to Section 2.3, Section 2.4 and Section 2.5, Shareholder hereby unconditionally and irrevocably agrees that, during the Voting Period, at any duly called meeting of the stockholders of the Company (or any adjournment or postponement thereof), and in any action by written consent of the stockholders of the Company, Shareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and it shall vote or consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares (a) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (b) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of Shareholder contained in this Agreement, and (c) against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any Company Takeover Proposal or any proposal in opposition to approval of the Merger Agreement or in competition with or materially inconsistent with the Merger Agreement; and (ii) (A) any change in the persons who constitute the Board); (B) any material change in the present capitalization of the Company or any amendment of the Certificate of Incorporation or Bylaws; (C) any change in the Company's corporate structure or business; or (D) any other action or proposal involving the Company or any Company Subsidiary that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement or could reasonably be expected to result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled. Subject to Section 2.5, Shareholder agrees not to, and shall cause its Representatives not to, enter into any agreement, commitment or arrangement with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article II.
Voting Agreement and Irrevocable Proxy. Target Parent has the corporate power and authority to enter into the Voting Agreement and Irrevocable Proxy. The execution and delivery of the Voting Agreement and Irrevocable Proxy have been duly and validly authorized by the Board of Directors of Target Parent and no other corporate proceedings on the part of Target Parent are necessary to authorize the Voting Agreement and Irrevocable Proxy. The Voting Agreement and Irrevocable Proxy has been duly and validly executed by Target Parent and such instrument constitutes a valid, binding and irrevocable obligation enforceable against Target Parent in accordance with its terms. Target Parent is not subject to or obligated under any charter, bylaw or contract provisions or any license, franchise or permit or subject to any order or decree, which would be breached or violated by executing and delivering the Voting Agreement and Irrevocable Proxy. No authorization, consent or approval of, or filing with, any governmental body or authority is necessary for the execution, delivery and operation of the Voting Agreement and Irrevocable Proxy. ARTICLE V
Voting Agreement and Irrevocable Proxy. As a condition to the execution of this Agreement, each member of the BVB Board is executing and delivering to Interchange a Voting Agreement and Irrevocable Proxy in substantially the form attached hereto as Exhibit A.
Voting Agreement and Irrevocable Proxy. Simultaneously with the execution of this Agreement, each Shareholder of the Company who is an officer or director of the Company or who holds at least 5% of the outstanding Company Common Stock shall enter into a Voting Agreement and Irrevocable Proxy in form and substance reasonably acceptable to Gray and Merger Corp.
Voting Agreement and Irrevocable Proxy. Notwithstanding any other provision of this Agreement or the Governing Documents of the Company, the parties hereby enter into a voting agreement to effectuate the election of directors as required under Section 1.4(c ) hereof, and each party hereby grants the other an irrevocable proxy to cause such election of directors to occur as contemplated in Section 1.4(c).
Voting Agreement and Irrevocable Proxy. Simultaneously with the execution of this Agreement, each of Hilton H. Howell, Jr., Robert S. Prather, Jr., J. Mack Robinson, Harriet J. Xxxxxxxx xxx Xulx Xxx Xxxxxxxxxxx xxxxl xxxxx xnxx x Xxxxxx Xxxxxmxxx xxx Xxxevocable Proxy in form and substance reasonably acceptable to the Company.
Voting Agreement and Irrevocable Proxy. (a) The Stockholder hereby:
Voting Agreement and Irrevocable Proxy. As a condition to the execution of this Agreement, the shareholders of the Bank listed on DISCLOSURE SCHEDULE 1.5 are executing and delivering to SouthTrust a Voting Agreement and Irrevocable Proxy in the form annexed hereto as EXHIBIT 1.5.
Voting Agreement and Irrevocable Proxy. To the extent that Xxxx Xx, Chief Executive Officer of the Company as of the date of this Agreement, would otherwise not have exclusive voting control over any shares of Class B Common Stock to be held by Founder following the Exchange, Founder has entered into a Founder Voting Proxy (as defined in the Amended and Restated Certificate of Incorporation), and continues to be subject to such Founder Voting Proxy at the time of the Exchange.
Voting Agreement and Irrevocable Proxy. On the terms and conditions set forth herein, each Investor agrees with both Holdings and Gateway as follows:
