Common use of Voting Agreement Proxy Clause in Contracts

Voting Agreement Proxy. (a) Each Principal Stockholder hereby agrees that at any meeting of the Company’s stockholders however called, and any adjournment or postponement thereof, and in any action by written consent of the Company’s stockholders, such Principal Stockholder shall vote, or cause to be voted, all shares of Company Common Stock owned or controlled by him, her or it at the time of such meeting of the Company’s stockholders (collectively, the “Subject Shares”): (i) in favor of adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated by the Merger Agreement; (ii) against any tender or exchange offer to acquire more than fifteen percent (15%) of the voting power in the Company or any of its subsidiaries, any proposal for a merger, consolidation or other business combination involving the Company or any of its subsidiaries, or any other proposal or offer to acquire in any manner more than fifteen percent (15%) of the voting power in, or more than fifteen percent (15%) of the business, assets or deposits of, the Company or any of its subsidiaries, other than the transactions contemplated by the Merger Agreement, in each case involving any party other than Acquiror or an affiliate of Acquiror (an “Acquisition Proposal”); and (iii) against any action or agreement that could reasonably be expected to result in a material breach of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement, or in any manner prevent or materially impede, interfere with or delay the Merger, the adoption of the Merger Agreement or the consummation of any of the transactions involving Acquiror and Merger Sub contemplated by the Merger Agreement. (b) Each Principal Stockholder hereby grants to, and appoints, Acquiror and Merger Sub, or any of them, and any individual designated in writing by any of them, and each of them individually, as such Principal Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Principal Stockholder, to vote such Principal Stockholder’s Subject Shares, or grant a consent or approval in respect of such Subject Shares, solely for the matters covered by Section 2(a). Such Principal Stockholder understands and acknowledges that Acquiror and Merger Sub are entering into the Merger Agreement in reliance upon such Principal Stockholder’s execution and delivery of this Agreement. Such Principal Stockholder hereby affirms that the proxy set forth in this Section 2(b) is given in connection with the execution of the Merger Agreement, and that such proxy is given to secure the performance of the duties of such Principal Stockholder under this Agreement. Such Principal Stockholder hereby further affirms that this proxy is coupled with an interest and may under no circumstances be revoked (except that such proxy is automatically revoked and terminated upon termination of this Agreement in accordance with Section 5). Such Principal Stockholder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. Such proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the General Corporation Law of the State of Delaware (except that such proxy is automatically revoked and terminated upon termination of this Agreement in accordance with Section 5). Such Principal Stockholder hereby represents that any proxies heretofore given by it in respect of the Subject Shares with respect to the matters covered by this Section 2(b), if any, are revocable, and hereby revokes such proxies. Upon delivery of written request to do so by Acquiror, such Principal Stockholder shall as promptly as practicable execute and deliver to Acquiror and Merger Sub a separate written instrument or proxy that embodies the terms of the proxy set forth in this Section 2(b).

Voting Agreement Proxy. (a) Each Principal Agreement to Vote the Subject Shares. From the date of this Agreement and ending on the Termination Date, Stockholder hereby agrees that at any meeting of the Company’s stockholders however called, and any adjournment or postponement thereof, and in any action by written consent of the Company’s stockholders, such Principal Stockholder shall vote, to vote (or cause to be voted) all of the Subject Shares (and any and all securities issued or issuable in respect thereof) which such Stockholder is entitled to vote (or to provide his written consent thereto), all shares of Company Common Stock owned at any annual, special or controlled by him, her or it at the time of such other meeting of the stockholders of Company’s stockholders (collectively, the “Subject Shares”): and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise: (i) in favor of the Merger and the approval and adoption of the terms contemplated by the Merger Agreement and the approval of the Merger and the any other transactions contemplated by the Merger Agreement; actions or agreements required in furtherance thereof; (ii) against any tender or exchange offer to acquire more than fifteen percent (15%) of the voting power in the Company or any of its subsidiaries, any proposal for a merger, consolidation or other business combination involving the Company or any of its subsidiaries, or any other proposal or offer to acquire in any manner more than fifteen percent (15%) of the voting power in, or more than fifteen percent (15%) of the business, assets or deposits of, the Company or any of its subsidiaries, other than the transactions contemplated by the Merger Agreement, in each case involving any party other than Acquiror or an affiliate of Acquiror (an “Acquisition Proposal”); and (iii) against any action or agreement that could is reasonably be expected likely to result in a breach in any material breach respect of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement; and (iii) against any (A) direct or indirect acquisition or purchase by a third party of a business that constitutes 15% or more of the net revenues, net income or the assets of Company and its Subsidiaries taken as a whole, (B) direct or indirect acquisition or purchase by a third party of 15% or more of any class of equity securities of Company or any of its Subsidiaries whose business constitutes 15% or more of the net revenues, net income or assets of Company and its Subsidiaries, taken as a whole (each, a "Material Subsidiary"), (C) tender offer or exchange offer that if consummated would result in any manner prevent person beneficially owning 15% more of any class of equity securities of Company or any Material Subsidiary, (D) merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Company or any Material Subsidiary, other than the transactions contemplated by this Agreement (any transaction described in clauses (A), (B), (C) and (D) is referred to as an "Acquisition Proposal"), and (E) to the extent that such action is reasonably likely to materially impede, interfere with with, delay, postpone or delay the Merger, the adoption of adversely affect in any material respect the Merger Agreement or the consummation of any of and the transactions involving Acquiror and Merger Sub contemplated by the Merger Agreement, (1) any change in a majority of the Board of Directors of Company other than in connection with an annual meeting of the stockholders of Company with respect to the slate of directors proposed by the incumbent Board of Directors of Company (in which case Stockholder agrees to vote for the slate proposed by the incumbent Board of Directors of Company) or (2) except for such actions as are contemplated by the Merger Agreement, any material change in Company's corporate structure or business. (b) Each Principal Stockholder hereby grants to, and appoints, Acquiror and Merger Sub, or any of them, and any individual designated in writing by any of them, and each of them individually, as such Principal Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Principal Stockholder, to vote such Principal Stockholder’s Subject Shares, or grant a consent or approval in respect of such Subject Shares, solely for the matters covered by Section 2(a)Irrevocable Proxy. Such Principal Stockholder understands and acknowledges that Acquiror and Merger Sub are entering into the Merger Agreement in reliance upon such Principal Stockholder’s execution and delivery of this Agreement. Such Principal Stockholder hereby affirms that the proxy set forth in this Section 2(b) is given in connection Simultaneously with the execution of the Merger this Agreement, and that such Stockholder will deliver to Parent a proxy is given to secure in the performance of form attached hereto as Exhibit A (the duties of such Principal Stockholder under this Agreement. Such Principal Stockholder hereby further affirms that this proxy is coupled with an interest and may under no circumstances be revoked (except that such proxy is automatically revoked and terminated upon termination of this Agreement in accordance with Section 5"Proxy"). Such Principal Stockholder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. Such proxy is executed and intended to , which will be irrevocable in accordance with the provisions of Section 212(e) of the General Corporation Law of the State of Delaware (except that such proxy is automatically revoked and terminated upon termination of this Agreement in accordance with Section 5). Such Principal Stockholder hereby represents that any proxies heretofore given by it in respect of the Subject Shares with respect to the matters covered Subject Shares; provided, that the Proxy will survive only until the Termination Date. The parties agree that by this Section 2(b), if any, are revocable, and hereby revokes such proxies. Upon delivery of written request to do so by Acquiror, such Principal Stockholder shall as promptly as practicable execute and deliver to Acquiror and Merger Sub a separate written instrument or proxy that embodies the terms reason of the Merger Agreement the Proxy is a proxy set forth in this Section 2(b)coupled with an interest.

Voting Agreement Proxy. For so long as this Agreement is in effect, each Shareholder agrees that: (a) Each Principal Stockholder hereby agrees that at any meeting of the Company’s stockholders however called, and any adjournment or postponement thereof, and in any action by written consent of the Company’s stockholders, such Principal Stockholder He shall vote, or cause to be voted, all shares of Company Common Stock owned or controlled by him, her or it at the time of such meeting of the Company’s stockholders (collectively, the “Subject Shares”): (i) his Shares in favor of the approval and adoption of the Merger as provided for in the Merger Agreement and the approval transactions contemplated therein. (b) In any meeting of the stockholders of Peerless called to consider the Merger and the other transactions contemplated in any action by the Merger Agreement; (ii) against any tender or exchange offer to acquire more than fifteen percent (15%) consent of the voting power in stockholders of Peerless with respect to the Company Merger, he shall vote or any cause to be voted all of its subsidiaries, any proposal for a merger, consolidation or other business combination involving the Company or any of its subsidiaries, or any other proposal or offer to acquire in any manner more than fifteen percent his Shares: (15%) of the voting power in, or more than fifteen percent (15%) of the business, assets or deposits of, the Company or any of its subsidiaries, other than the transactions contemplated by the Merger Agreement, in each case involving any party other than Acquiror or an affiliate of Acquiror (an “Acquisition Proposal”); and (iiii) against any action or agreement that could reasonably be expected to would result in a breach in any material breach respect of any covenant, representation or warranty or any other obligation of the Company Peerless under the Merger Agreement or of such Shareholder under this Agreement, ; and (ii) against any action or in any manner prevent or materially agreement that would impede, interfere with or delay the Merger, the adoption of the Merger Agreement or the consummation of any of discourage the transactions involving Acquiror and Merger Sub contemplated by the Merger Agreement, including, without limitation: (1) any extraordinary corporate transaction, such as a merger, reorganization or liquidation involving Peerless or any of its subsidiaries, (2) a sale or transfer of a material amount of assets of Peerless or any of its subsidiaries or the issuance of securities by Peerless or any of its subsidiaries; (3) any change in the Peerless Board of Directors, (4) any change in the present capitalization or dividend policy of Peerless or any of its subsidiaries (other than as contemplated by the Merger Agreement) or (5) any other material change in Peerless' or any of its subsidiaries' corporate structure or business. (bc) Each Principal Stockholder hereby grants toHe shall, and appointsupon request, Acquiror and Merger Subgrant Jack ▇▇▇▇▇ ▇▇ irrevocable proxy appointing Jack ▇▇▇▇▇ ▇▇ its designee(s), or any of them, and any individual designated in writing by any of them, and each of them individually, as such Principal Stockholder’s proxy and attorney-in-fact (with full power of substitution), for its attorney and in the name, place and stead of such Principal Stockholder, proxy to vote all such Principal Stockholder’s Subject Shares, or grant a consent or approval in respect Shareholder's Shares at any meeting of such Subject Shares, solely for the matters covered by Section 2(a). Such Principal Stockholder understands and acknowledges that Acquiror and Merger Sub are entering into stockholders of Peerless called to consider the Merger Agreement or in reliance connection with any action by written consent by the stockholders of Peerless with respect to the Merger. Each Shareholder acknowledges and agrees that such proxy, if and when given, will be coupled with an interest, will be irrevocable and shall not be terminated by operation of law or otherwise upon such Principal Stockholder’s execution the occurrence of any event and delivery that no subsequent proxies will be given ( and if given will not be effective). (d) Nothing contained herein shall be deemed to vest in Jack ▇▇▇▇▇ ▇▇▇ direct or indirect ownership of any Shares. By reason of this Agreement. Such Principal Stockholder hereby affirms that the proxy set forth in this Section 2(b) is given in connection with the execution , Jack ▇▇▇▇▇ ▇▇▇ll have no authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the Merger Agreement, and that such proxy is given policies or operations of Peerless or exercise any power or authority to secure direct the Shareholders in the voting of any of the Shares (except as specifically provided herein) or the performance of the Shareholders' duties or responsibilities as stockholders, officers and directors of such Principal Stockholder under this Agreement. Such Principal Stockholder hereby further affirms that this proxy is coupled with an interest and may under no circumstances be revoked (except that such proxy is automatically revoked and terminated upon termination of this Agreement in accordance with Section 5). Such Principal Stockholder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. Such proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the General Corporation Law of the State of Delaware (except that such proxy is automatically revoked and terminated upon termination of this Agreement in accordance with Section 5). Such Principal Stockholder hereby represents that any proxies heretofore given by it in respect of the Subject Shares with respect to the matters covered by this Section 2(b), if any, are revocable, and hereby revokes such proxies. Upon delivery of written request to do so by Acquiror, such Principal Stockholder shall as promptly as practicable execute and deliver to Acquiror and Merger Sub a separate written instrument or proxy that embodies the terms of the proxy set forth in this Section 2(b)Peerless.