Voting Agreement and Irrevocable Proxy Clause Samples

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. To the extent that ▇▇▇▇▇ ▇▇▇▇▇, 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. The Exchange Stockholder has entered into the Founder Voting Proxy (as defined in the Amended and Restated Certificate of Incorporation) to be effective upon the Exchange.

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.

Voting Agreement and Irrevocable Proxy. Executive agrees, as a condition to receipt of the benefits set forth in Section 3 hereof, to execute and be bound by a Voting Agreement and Irrevocable Proxy with respect to shares of the Common Stock of the Company, including Shares underlying the Options, owned by Executive (the “Voting Agreement”).

Voting Agreement and Irrevocable Proxy. Each Stockholder hereby covenants and agrees that, during the term of this Agreement, at every annual, special or adjourned meeting of the stockholders of the Company and in every written consent in lieu of such meeting, all of the Preferred Shares and other Securities of the Company that are now, or at any time in the future, owned of record or beneficially by each of the Stockholders, shall be voted (or caused to be voted) as may be directed by ▇▇▇▇▇▇ in his sole and absolute discretion, on the following specific matters, namely any amendments to the articles of incorporation of the Company, any mergers, sales of substantially all of the assets, and increases in the number of authorized shares or issuance of any additional shares of preferred stock, provided, however, ▇▇▇▇▇▇ shall not have the right to vote the Preferred Shares and other Securities Owned Beneficially by the Stockholders with respect to any reverse stock split of the Company’s Common Stock in an amount up to 1-for-61. Each Stockholder, as a holder of the Preferred Shares and any other Securities, shall be present in person or by proxy at all meetings of stockholders of the Company so that all of the Preferred Shares and any other Securities owned by each of the Stockholders are counted for purposes of determining the presence of a quorum at such meeting. Each Stockholder agrees to grant and deliver to ▇▇▇▇▇▇ an irrevocable proxy in the form attached hereto as Annex I (the “Proxy”), which shall be irrevocable to the fullest extent permitted by applicable law, with respect to voting of the Securities as provided for herein, at every annual, special or adjourned meeting of the stockholders of the Company and in every written consent in lieu of such meeting, provided, however, that, the Proxy shall automatically terminate and be revoked upon termination of this Agreement pursuant to Section 7 hereof.

Voting Agreement and Irrevocable Proxy. On the terms and conditions set forth herein, each Investor agrees with both Holdings and Gateway as follows: 3.1 Such Investor agrees during the term of this Agreement to vote its shares of Gateway Stock as set forth opposite the name of such Investor in Column IV on Schedule I, and to cause any holder of record of its shares of Gateway Stock to vote (or execute a written consent or consents if stockholders of Gateway are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of Gateway): (i) in favor of the adoption and approval of the Merger Agreement and all of the transactions contemplated by the Merger Agreement at every meeting (or in connection with any action by written consent) of the stockholders of Gateway at which such matters are considered and at every adjournment or postponement thereof; (ii) against (1) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Gateway under the Merger Agreement or of such Investor under this Agreement and (2) any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Holding’s, Gateway's or Merger Sub's conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of Gateway (including any amendments to Gateway’s charter or by-laws). 3.2 Such Investor hereby appoints Holdings and any designee of Holdings, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to its shares of Gateway Stock in accordance with Section 3.1. This proxy and power of attorney is given to secure the performance of the duties of such Investor under this Agreement. Such Investor shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by such Investor shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Investor with...

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.