Voting Agreements. Each Stockholder, in its capacity as a stockholder of the Company, agrees that, at any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall: (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”); (c) vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum; (d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and (e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by the Merger Agreement, or (ii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement.
Appears in 3 contracts
Sources: Company Support Agreement (Classover Holdings, Inc.), Company Support Agreement (Classover Holdings, Inc.), Company Support Agreement (Battery Future Acquisition Corp.)
Voting Agreements. Each StockholderThe Shareholder agrees with, in its capacity and covenants to, Buyer as a stockholder of the Company, agrees that, at any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shallfollows:
(a) when At any meeting of shareholders of Seller called to vote upon the Meeting Merger Agreement and/or the Transactions or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement and/or the Transactions is heldsought (collectively, appear at the Meeting “Shareholders’ Meeting”), the Shareholder shall vote (or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose of establishing a quorum;
(bvoted) vote all of the StockholderShareholder’s Shares in favor of (or execute the execution and return a written consent with respect to all delivery by Seller of the Stockholder’s Shares to)Merger Agreement, or cause all and the approval of the Stockholder’s terms thereof and each of the Transactions; provided however, that nothing in this Agreement shall be deemed to require the Shareholder to vote any Shares over which he has or shares voting power solely in a fiduciary capacity on behalf of any Person other than the Seller if the Shareholder determines in good faith that such a vote would cause a breach of fiduciary duties to be voted such other Person. The Shareholder shall not grant any proxies to any third party, except where such proxies are expressly directed to vote in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval Transactions. The Shareholder hereby grants Buyer an irrevocable proxy, coupled with an interest, to vote all of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by Shareholder’s Shares in favor of the Merger Agreement and the Transaction Agreements Transactions, and (ii) against any competing proposals or other Acquisition Proposals or Acquisition Transactions; provided, however, that upon the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation payment of the transactions contemplated termination fee by the Seller in accordance with Section 8.3(a) of the Merger Agreement or the Transaction Agreements (collectivelyAgreement, the “Stockholder Matters”);Shareholder will automatically be released from the irrevocable proxy granted hereunder.
(cb) At any meeting of Seller’s shareholders or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, the Shareholder shall vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (bvoted) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the StockholderShareholder’s Shares against (i) any Acquisition Proposal or withhold consent with respect to all of Acquisition Transaction, including, without limitation, any merger, consolidation or exchange agreement or merger or exchange (other than the Stockholder’s Shares toMerger Agreement and the Transactions), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or cause all winding up of the Stockholder’s Shares to be voted against or by Seller, or (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for ii) any amendment of Seller’s articles of incorporation or modification of the Company’s Certificate of Incorporation bylaws or Bylaws that other proposal or transaction involving Seller, which amendment or other proposal or transaction would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to)in any manner delay, or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere withfrustrate, delay, postpone prevent or materially and adversely affect the Merger or any of the transactions contemplated by nullify the Merger Agreement, or any of the Transactions (each of the foregoing in clause (i) or (ii) result in above, a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement“Competing Transaction”).
Appears in 3 contracts
Sources: Merger Agreement (State Bank Financial Corp), Merger Agreement (State Bank Financial Corp), Shareholder Support Agreement (Georgia-Carolina Bancshares, Inc)
Voting Agreements. Each Stockholder, in its capacity as a stockholder of the CompanyParent and solely with respect to such Stockholder and not with respect to any other Stockholder, agrees that, at the Parent Stockholders’ Meeting, at any other meeting of the CompanyParent’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or and in connection with any written consent of the CompanyParent’s stockholders related to the transactions contemplated by the Merger Agreement (the Parent Stockholders’ Meeting and all other meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall:
(a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Stockholder Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to)Merger, (i) the adoption of the Merger Agreement and the approval each of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”)Parent Proposals;
(c) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that that, to the knowledge of such Stockholder, would reasonably be expected to (ix) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by the Merger Agreement, or (iiy) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement; and
(d) vote (or execute and return an action by written consent), or cause to be voted at any meeting of Parent’s stockholders (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shares in favor of an extension of the period of time Parent is afforded under its organizational documents and the final prospectus relating to the IPO to consummate an initial business combination.
Appears in 3 contracts
Sources: Merger Agreement (Clearday, Inc.), Merger Agreement (Viveon Health Acquisition Corp.), Parent Support Agreement (Viveon Health Acquisition Corp.)
Voting Agreements. Each Stockholder, in its capacity (A) During the Term (as a stockholder of the Company, agrees that, defined below) at any meeting of stockholders of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual Company or special and whether or not an adjourned or postponed meeting, however called and including at any adjournment or postponement thereof at which a vote in favor of the Merger Agreement is sought, Stockholder shall vote (or cause to be voted) a number of shares of Company Common Stock equal to forty percent (40%) of the shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of the adoption of the Merger Agreement. On the date that is three (3) Business Days prior to the date of the applicable meeting of stockholders of the Company (or the applicable adjournment or postponement thereof) and/or ), Stockholder shall deliver and grant a revocable proxy to the proxyholders named in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement proxy card (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “MeetingProxyholders”), such Stockholder shall:
(a) when granting the Meeting is held, appear at Proxyholders the Meeting or otherwise cause power and authority to vote the number of Stockholder’s Shares shares of Company Common Stock that is equal to be counted as present thereat for the purpose of establishing a quorum;
forty percent (b40%) vote all of the Stockholder’s Shares shares of Company Common Stock outstanding and entitled to vote as of the relevant meeting of stockholders in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement as contemplated by this Section 1.01(A) and Stockholder shall not, during the Term, amend, withdraw, revoke, alter, modify or change such proxy at any time prior to the date of such meeting of stockholders of the Company (or such adjournment or postponement thereof); provided, however, that Stockholder may amend, withdraw, revoke, alter, modify or change such proxy if such meeting (or the applicable adjournment or postponement thereof) is postponed or adjourned for a date more than three (3) Business Days after such amendment, withdrawal, revocation, alteration, modification, or change; provided, further, however, that notwithstanding any such amendment, withdrawal, revocation, alteration, modification, or change, Stockholder’s obligations pursuant to this Section 1.01(A) (and the exceptions to those obligations) shall apply, during the Term, with respect to any meeting convened following such a postponement, or reconvened following such an adjournment, at which a vote in favor the Merger Agreement is sought.
(B) During the Term at any meeting of stockholders of the Company or at any adjournment or postponement thereof, in any action by written consent of the stockholders of the Company, or in any other circumstances upon which the vote, consent or other approval of the Stockholder is sought, Stockholder shall vote (or cause to be voted) the Shares (i) notwithstanding Section 1.03 of this Agreement, against any Company Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements Proposal; and (ii) the adoption and approval of each against any other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);
(c) vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would could reasonably be expected to (i) impede, interfere with, delay, delay or postpone or materially and adversely affect the Merger or change in any manner the voting rights of any class of shares of the transactions contemplated by Company (including any amendments to the Merger Agreement, Company Charter or (ii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this AgreementCompany Bylaws).
Appears in 3 contracts
Sources: Voting Agreement (Allied World Assurance Co Holdings LTD), Voting Agreement (Allied World Assurance Co Holdings LTD), Voting Agreement (Alleghany Corp /De)
Voting Agreements. Each Stockholder, in its capacity as a stockholder of the CompanyParent, agrees that, at the Parent Stockholder Meeting (as defined in the Merger Agreement), at any other meeting of the CompanyParent’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or and in connection with any written consent of the CompanyParent’s stockholders related to the transactions contemplated by the Merger Agreement (the Parent Stockholder Meeting and all other meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall:
(a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Stockholder Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to)Merger, (i) the adoption of the Merger Agreement and the approval each of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by Parent Proposals (as defined in the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”Agreement);
(c) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that that, to the knowledge of such Stockholder, would reasonably be expected to (ix) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by the Merger Agreement, or (iiy) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement; and
(d) vote (or execute and return an action by written consent), or cause to be voted at any meeting of the Parent stockholders (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shares in favor of an extension of the period of time Parent is afforded under its organizational documents and the final prospectus relating to the IPO to consummate an initial business combination.
Appears in 3 contracts
Sources: Parent Stockholder Support Agreement (Yotta Acquisition Corp), Merger Agreement (Viveon Health Acquisition Corp.), Parent Stockholder Support Agreement (Viveon Health Acquisition Corp.)
Voting Agreements. Each StockholderFor so long as this Agreement is in effect, in its capacity as a stockholder at any ----------------- meeting (whether annual, special or adjourned) of the stockholders of the Company, agrees that, at and in any meeting action by consent of the stockholders of the Company’s stockholders related , the Stockholder shall vote, or, if applicable, give consents with respect to, all of the Subject Shares that are held by the Stockholder on the record date applicable to the meeting or consent (i) in favor of approval of the issuance of Common Stock (as defined below) contemplated by the Merger Agreement; (ii) against any proposal inconsistent with the Merger Agreement or that may delay or adversely affect the likelihood of the completion of the transactions contemplated by the Merger Agreement Agreement; (whether annual or special and whether or not an adjourned or postponed meeting, however called and including iii) against any adjournment or postponement thereof) and/or change in connection with any written consent a majority of the Company’s stockholders related to persons who constitute the board of directors of the Company inconsistent with the Merger Agreement or the transactions contemplated by the Merger Agreement Agreement; (all meetings or consents related to iv) against any change in the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall:
(a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) vote all capitalization of the Stockholder’s Shares in favor of (Company or execute and return a written consent with respect to all any amendment of the Stockholder’s Shares to), Company's certificate of incorporation or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned by-laws inconsistent with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and or the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions transactions contemplated by the Merger Agreement and the Transaction Agreements Agreement; and (iiv) the adoption and approval in favor of each any other proposal reasonably agreed to by Acquiror and the Company as matter necessary or appropriate in connection with the for consummation of the transactions contemplated by the Merger Agreement that is considered at any such meeting or the Transaction Agreements (collectively, the “in any such consent. The Stockholder Matters”);
(c) also agrees to vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all the election of each of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted Designated Directors (as defined in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by the Merger Agreement, ) or (ii) result any replacement nominee that is chosen in a breach of any covenant, representation or warranty or other obligation or agreement accordance with Section 7.24 of the Merger Agreement to the Company's board of Directors at the Company's 2001 annual meeting of stockholders and at the Company's 2002 annual meeting of stockholders, in each case as contemplated by such Section 7.24. The Stockholder shall not enter into any agreement or understanding with any person the effect of which would be inconsistent with or violate the provisions of agreements contained in this Section 1. The Stockholder shall cast the Stockholder's vote or give the Stockholder's consent in accordance with the procedures communicated to the Stockholder by the Company relating thereto so that the vote or consent shall be duly counted for purposes of determining that a quorum is present and for purposes of recording the results of that vote or consent. The Stockholder acknowledges receipt of a copy of the Merger Agreement.
Appears in 2 contracts
Sources: Voting Agreement (Oshmans Sporting Goods Inc), Voting Agreement (Gart Sports Co)
Voting Agreements. Each During the period commencing on the date hereof and ending on the earlier to occur of (a) the Effective Time, and (b) such date and time as the Merger Agreement shall be terminated in accordance its terms (whichever earlier, the “Expiration Time”), each Stockholder, in its capacity as a stockholder Stockholder of the Company, irrevocably agrees that, at any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) (the “Transactions”) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement Transactions (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall:
(a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s its Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause all of the Stockholder’s Shares to be voted in favor of at the Meeting (or validly execute and return and cause a written such consent to be validly executed and returned granted with respect to all of the Stockholder’s Shares to), (i) the adoption all of its Shares in favor of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”)thereby;
(c) authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; and
(b) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause all of the Stockholder’s Shares to be voted in favor of at the Meeting (or validly execute and return and cause a written such consent to be validly executed and returned granted with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s its Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (ix) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by the Merger AgreementTransactions, or (iiy) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of such Stockholder contained in this Voting Agreement.
Appears in 2 contracts
Sources: Voting and Support Agreement (Lakeshore Acquisition II Corp.), Voting and Support Agreement (Lakeshore Acquisition I Corp.)
Voting Agreements. Each StockholderSponsor, solely in its capacity as a stockholder shareholder of the CompanyCAC, irrevocably and unconditionally agrees that, during the term of this Sponsor Agreement, at the extraordinary general meeting, at any other meeting of the Company’s stockholders CAC Shareholders related to the transactions contemplated by the Merger Agreement Transactions (whether an annual or special extraordinary general meeting and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders CAC Shareholders related to the transactions contemplated by Transactions (the Merger Agreement (extraordinary general meeting and all other meetings or consents related to the Merger Business Combination Agreement, collectively referred to herein as the “Meeting”), such Stockholder Sponsor shall:
(a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Sponsor Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Sponsor Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Business Combination Agreement and the approval Transactions, each of the Acquisition ▇▇▇▇▇▇ other Shareholder Approval Matters, and the other Transactions contemplated by adjournment of the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as Meeting, if necessary or appropriate desirable in connection with the consummation reasonable determination of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);CAC; and
(c) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Sponsor Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (ix) materially impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by the Merger AgreementTransactions, or (iiy) result in a breach of any covenant, representation or warranty or other obligation or agreement of CAC under the Stockholder Business Combination Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of Sponsor contained in this Sponsor Agreement; and
(d) vote (or execute and return an action by written consent), or cause to be voted, all of the Sponsor Shares against any Alternative Transaction.
Appears in 2 contracts
Sources: Sponsor Agreement (Wisekey International Holding S.A.), Sponsor Agreement (Columbus Acquisition Corp/Cayman Islands)
Voting Agreements. Each During the period commencing on the date hereof and ending on the earlier to occur of (a) the Effective Time, and (b) such date and time as the Merger Agreement shall be terminated in accordance its terms (whichever earlier, the “Expiration Time”), Stockholder, in its capacity as a stockholder Stockholder of the Company, irrevocably agrees that, at any meeting of the Company’s stockholders holders of Company Common Shares (the “Company Stockholders”) related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) (the “Transactions”) and/or in connection with any written consent of the Company’s stockholders Company Stockholders related to the transactions contemplated by the Merger Agreement Transactions (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall:
(a) a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s its Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) b. vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause all of the Stockholder’s Shares to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of its Shares in favor of (or cause a written consent to be validly executed the approval and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval of Transactions;
c. authorize and approve any amendment to the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated Company’s Organizational Documents that is deemed necessary or advisable by the Merger Agreement and Company for purposes of effecting the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);Transactions; and
(c) d. vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause all of the Stockholder’s Shares to be voted in favor of at the Meeting (or validly execute and return and cause a written such consent to be validly executed and returned granted with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s its Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (ix) impede, interfere with, frustrate, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by the Merger AgreementTransactions, or (iiy) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of Stockholder contained in this Stockholder Support Agreement.
Appears in 2 contracts
Sources: Company Stockholder Support Agreement (Vickers Vantage Corp. I), Company Stockholder Support Agreement (Sorrento Therapeutics, Inc.)
Voting Agreements. (a) Each Stockholder, in its capacity as a stockholder member of the Company, MBCP Group agrees that, at any meeting of without the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any prior written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings Investor, he or consents related to the Merger Agreementit shall not vote, collectively referred to herein as the “Meeting”), such Stockholder shall:
(a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) vote all of the Stockholder’s Shares in favor of (give his or execute and return a written its consent with respect to all of the Stockholder’s to, his or its Series B Preferred Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned any Series B Preferred Shares with respect to all of which he or it controls the Stockholder’s Shares to)vote, (i) including but not limited to the adoption of the Merger Agreement and the approval of the Acquisition shares that Moore is entitled to vote pu▇▇▇▇▇▇ and t to the other Transactions contemplated Anderlit Proxy), in favor of any of the following:
(i) Any proposed financings or refinancings by the Merger Agreement Corporation or any Subsidiary, including but not limited to financing through the issuance of indebtedness, reimbursement obligations with respect to letters of credit, bankers' acceptances and the Transaction Agreements surety bonds, any obligation evidenced by a note, bond, debenture or similar instrument, and (ii) the adoption and approval of each other proposal reasonably agreed to any indebtedness secured by Acquiror and the Company as necessary a lien or appropriate security interest in connection with the consummation any property of the transactions contemplated by the Merger Agreement Corporation or the Transaction Agreements any Subsidiary (collectively, the “Stockholder Matters”collectively "DEBT FINANCINGS");
(cii) vote all Any proposed financing by the issuance or sale of equity interests (or any security or interest that is convertible into or exchangeable for equity interests) in the Corporation or any Subsidiary ("EQUITY FINANCINGS") (collectively Debt Financings and Equity Financings are referred to as "FINANCINGS");
(iii) Any hiring or firing of, or change in the compensation or benefits payable to, any of the Stockholder’s Shares in favor Management Group; and
(iv) Any acquisition of any debt or equity interest in, investment in, loan to, sale or other disposition of any debt or equity interest in, or joint venture or partnership arrangement with the Corporation, any Subsidiary or any other Person, but only to the extent that the Corporation's (or execute and return Subsidiary's) interest in such transaction has a written consent value of at least $100,000.
(b) Each of the MBCP Group agrees to take all action necessary in his or its capacity as a stockholder, including, without limitation, the voting of the Series B Preferred Shares which he or it owns or with respect to all of which he or it controls the Stockholder’s Shares to)vote, or cause all of as directed by the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned Investor with respect to all the following matters:
(i) The termination of the Stockholder’s Shares employment of the chief executive officer of the Corporation; provided, however, that the provisions of this clause (i) shall terminate if and when the BT Loan has been Discharged; and
(ii) Any Financing or any disposition of any Subsidiary or of any property of the Corporation or any property of a Subsidiary proposed by the Investor or any Investor Director, the proceeds of which will be used, directly or indirectly, to repay the BT Loan, or any refinancing thereof (other than a Qualified Refinancing Loan); provided, however, that the provisions of this clause (ii) shall terminate on the ninetieth (90th) day after the final maturity date (including all extensions) of the BT Loan if an Investor's Bridge Transaction (as defined in Section 2(c) below) has not been completed on or before such date.
(c) The Investor will give written notice (the "TRANSACTION NOTICE") to the Corporation setting forth the terms of any transaction proposed by the Investor or an Investor Director pursuant to SECTION 2(B)(II) (an "INVESTOR'S BRIDGE TRANSACTION"). The MBCP Group shall not be bound by SECTION 2(B)(II) if, and only if, the Corporation arranges, on a timely basis, for an alternate financing transaction (the "ALTERNATE BRIDGE TRANSACTION") on terms that are substantially equivalent to, or more favorable to the Corporation than, the Investor's Bridge Transaction. In order for the MBCP Group to avoid compliance with Section 2(b)(ii), any proposal to adjourn within five (5) business days after the Transaction Notice, the Corporation must obtain a Meeting at bona fide, written commitment (a "COMMITMENT LETTER") for the Alternate Bridge Transaction, which there is a proposal provides for stockholders funding within thirty-five (35) days after the date of the Company Transaction Notice. The Commitment Letter must be subject to adopt no conditions other than those to which the Stockholder Matters Investor's Bridge Transaction is subject. If the Corporation or the MBCP Group delivers such a Commitment Letter to the Investor, the Investor shall have five (5) business days from the date of its receipt thereof to determine whether the Alternate Bridge Transaction is on substantially equivalent or better terms as the Investor's Bridge Transaction. If the Investor determines that the Alternate Bridge Transaction is not on substantially equivalent or better terms as the Investor's Bridge Transaction, then the Investor will send written notice thereof (a later date "DETERMINATION NOTICE") to the Corporation within such five-day period. If the Investor fails to send a Determination Notice within such five-day period, the Investor shall be deemed to have agreed that the Alternate Bridge Transaction is on substantially equivalent or better terms than the Investor's Bridge Transaction. Following delivery of a timely Determination Notice, the parties shall attempt to determine whether the Alternate Bridge Transaction is on substantially equivalent or better terms as the Investor's Bridge Transaction (the "DETERMINATION"). If the parties are unable to do so within three (3) days after delivery of the Determination Notice, within the next three (3) business days, the parties will select a mutually acceptable investment banker who shall make the Determination or, if there the parties are unable to agree on an investment banker, the Corporation shall choose an investment banker, the Investor shall choose an investment banker and the parties shall direct the two investment bankers to promptly select a third investment banker, who shall make the Determination. The Determination of the investment banker selected in accordance with this paragraph shall be final and binding on the parties. The fees and expenses of the investment banker shall be paid by the Corporation. If the parties or an investment banker makes a Determination that the Alternate Bridge Transaction was on substantially equivalent or better terms as the Investor's Bridge Transaction, but the Alternate Bridge Transaction does not sufficient votes close within thirty-five (35) days after the Transaction Notice, then the Alternate Bridge Transaction shall be conclusively presumed NOT to adopt be on substantially equivalent or better terms as the proposal described in clause (bInvestor's Bridge Transaction and the Corporation and the MBCP Group will be bound by SECTION 2(B)(II) above or if there are not sufficient shares present in person or represented by proxy at such Meeting with respect to constitute a quorum;the proposed Investor's Bridge Transaction.
(d) vote all Each of the Stockholder’s Shares against (or withhold consent with respect MBCP Group shall execute and deliver to all the Investor an Irrevocable Proxy in the form attached hereto as EXHIBIT A. Each of the Stockholder’s Shares to), or cause all of MBCP Group agrees that the Stockholder’s Shares to be voted against (or cause consent to be withheld Irrevocable Proxy is coupled with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change an interest in the voting rights or the number of votes required to approve the Stockholder Matters; andagreements set forth herein.
(e) vote all of The Corporation agrees that, if and to the Stockholder’s extent that the Corporation is or becomes entitled to exercise the voting rights associated with any Series B Preferred Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere with, delay, postpone or materially and adversely affect the Merger or owned by any of the transactions contemplated MBCP Group (including but not limited to any voting rights that the Corporation may exercise pursuant to the pledge agreements between the Corporation and Moore and the Corporation and ▇▇▇▇▇ra), the Corporation will ▇▇ ▇▇▇nd by the Merger Agreement, or (ii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder voting agreements contained in this AgreementSection 2.
Appears in 2 contracts
Sources: Shareholder Agreement (Worldport Communications Inc), Shareholder Agreement (Heisley Michael E Et Al)
Voting Agreements. Each StockholderThe Shareholder agrees with, in its capacity and covenants to, CBAC as a stockholder of the Company, agrees that, at any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shallfollows:
(a) when At any meeting of shareholders of TFC called to vote upon the Meeting Merger Agreement and/or the Transactions or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement and/or the Transactions is heldsought (collectively, appear at the Meeting “Shareholders’ Meeting”), the Shareholder shall vote (or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose of establishing a quorum;
(bvoted) vote all of the StockholderShareholder’s Shares in favor of (or execute the Merger Agreement, and return a written consent with respect to all the approval of the Stockholder’s Shares to), or cause all terms thereof and each of the Stockholder’s Shares Transactions, and shall not grant any proxies to be voted any third party, except where such proxies are expressly directed to vote in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval Transactions. The Shareholder hereby waives all notice and publication of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by notice of any Shareholders’ Meeting to be called or held with respect to the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed Transactions. The Shareholder hereby grants CBAC an irrevocable proxy, coupled with an interest, to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);
(c) vote all of the StockholderShareholder’s Shares in favor of the Merger Agreement and the Transactions, and against any competing proposals or other Acquisition Proposal or Acquisition Transaction.
(b) At any meeting of TFC’s shareholders or execute and return a written at any adjournment thereof or in any other circumstances upon which their vote, consent with respect to all of or other approval is sought, the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of Shareholder shall vote (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (bvoted) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the StockholderShareholder’s Shares against (i) any Acquisition Proposal or withhold consent with respect to all of Acquisition Transaction, including, without limitation, any merger, consolidation or exchange agreement or merger or exchange (other than the Stockholder’s Shares toMerger Agreement and the Transactions), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or cause all winding up of the Stockholder’s Shares to be voted against or by TFC, or (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for ii) any amendment of TFC’s articles of incorporation or modification of the Company’s Certificate of Incorporation bylaws or Bylaws that other proposal or transaction involving TFC, which amendment or other proposal or transaction would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to)in any manner delay, or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere withfrustrate, delay, postpone prevent or materially and adversely affect the Merger or any of the transactions contemplated by nullify the Merger Agreement, or any of the Transactions (each of the foregoing in clause (i) or (ii) result in above, a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement“Competing Transaction”).
Appears in 2 contracts
Sources: Merger Agreement (Transcommunity Financial Corp), Merger Agreement (Community Bankers Acquisition Corp.)
Voting Agreements. Each StockholderThe Shareholder agrees with, in its capacity and covenants to, Buyer as a stockholder of the Company, agrees that, at follows:
(a) At any meeting of the Company’s stockholders related shareholders of Seller called to the transactions contemplated by vote upon the Merger Agreement (whether annual or special Agreement, the Merger and whether or not an adjourned or postponed meetingthe Transactions, however called and including at any adjournment or postponement thereof) and/or , or in connection any other circumstances upon which a vote, consent or other approval with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related respect to the Merger Agreement, collectively referred to herein as the Merger and the Transactions is sought (collectively, the “Shareholders’ Meeting”), such Stockholder shall:
the Shareholder shall vote (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose of establishing a quorum;
(bvoted) vote all of the StockholderShareholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by terms of the Merger Agreement Agreement, the Merger and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectivelyTransactions, the “Stockholder Matters”);
(c) and shall not grant any proxies to any third party, except where such proxies are expressly directed to vote all of the Stockholder’s Shares in favor of (the Merger Agreement, the Merger and the Transactions. The Shareholder hereby waives all notice and publication of notice of any Shareholders’ Meeting to be called or execute and return a written consent held with respect to all of the Stockholder’s Shares to)Merger Agreement, the Merger and the Transactions.
(b) At any Shareholders’ Meeting or cause all of in any other circumstances upon which a Seller shareholder vote, consent or other approval is sought, the Stockholder’s Shares to be voted in favor of Shareholder shall vote (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (bvoted) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the StockholderShareholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to)i) any acquisition proposal, or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to)including, without limitation, any proposal for any amendment merger or modification of the Company’s Certificate of Incorporation exchange agreement or Bylaws that would change the voting rights merger or the number of votes required to approve the Stockholder Matters; and
exchange (e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by than the Merger Agreement, the Merger and the Transactions), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Seller; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Seller contained in the Stockholder Merger Agreement or of Shareholder contained in this Agreement; and (iii) any amendment of Seller’s articles of incorporation or bylaws or other proposal or transaction involving Seller or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger Agreement, or any of the Transactions, other than an amendment or other proposal or transaction required by a regulatory authority or other Governmental Authority (each of the foregoing in clauses (i), (ii) or (iii) above, a “Competing Transaction”). Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of Seller, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.
Appears in 2 contracts
Sources: Merger Agreement (Seacoast Banking Corp of Florida), Merger Agreement (Seacoast Banking Corp of Florida)
Voting Agreements. Each Stockholder, in its capacity as a stockholder of the Company, agrees that, at any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall:
(a) when From the Meeting is heldClosing and until the earlier of (i) the termination of the Standstill Period and (ii) the occurrence of a Share Aggregation Event, appear at the Meeting or otherwise Investor agrees to cause the Stockholder’s Shares all Voting Securities Beneficially Owned by it to be counted as present thereat for the purpose purposes of establishing a quorum;quorum and voted by proxy (returned sufficiently in advance of the deadline for proxy voting for Parent to have the reasonable opportunity to verify receipt) on or in accordance with the proxy card mailed by Parent to the shareholders of Parent in connection with the solicitation of any proxy (including, if applicable, through the execution of one or more written consents if shareholders of Parent are requested to vote through the execution of an action by written consent in lieu of any such annual or special meeting of shareholders of Parent), (w) in favor of all those persons nominated to serve as directors of Parent by the Parent Board or the Nominating and Corporate Governance Committee of the Parent Board, (x) in favor of Parent’s proposal for ratification of the appointment of Parent’s independent registered public accounting firm, (y) in favor of Parent’s “say-on-pay” proposal and any proposal by Parent relating to equity compensation that has been approved by the Compensation Committee of the Parent Board and (z) in accordance with the recommendation of the Parent Board with respect to any proposal brought by any stockholder of Parent (including any proposal pursuant to Rule 14a-8), in each case, to the extent such matters are to be voted upon by the shareholders of Parent (including through action by written consent), in accordance with the recommendation of the Parent Board. Except as set forth in this Section 1.10(a), neither the Investor nor any of its Affiliates nor any of their respective directors, officers, employees and consultants, including any Investor Directors, shall be under any obligation by virtue of this Agreement to vote in the same manner as recommended by the Parent Board or any other Person or in any other manner, other than in its sole discretion.
(b) vote all From the Closing and until the earlier of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption termination of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements Standstill Period and (ii) the adoption occurrence of a Share Aggregation Event, the Investor hereby irrevocably appoints as its proxy and approval of each other proposal reasonably agreed to by Acquiror attorney-in-fact the Chief Executive Officer and the Company General Counsel of Parent, and each of them, in his or her capacity as necessary such, and any individual who shall hereafter succeed to such offices of Parent, with full power of substitution, to vote or appropriate execute written consents with respect to all Voting Securities Beneficially Owned by the Investor in connection accordance with Section 1.10(a); provided that such proxy may only be exercised if the Investor has failed to comply with the consummation terms of the transactions contemplated Section 1.10(a) by the Merger Agreement date that is three (3) Business Days prior to the applicable meeting (or within three (3) Business Days after the Transaction Agreements (collectivelyrequest for written consents, as applicable). This proxy is coupled with an interest and shall be irrevocable, and the “Stockholder Matters”);Investor will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by it with respect to any Voting Securities Beneficially Owned by it.
(c) vote all The obligations set forth in this Section 1.10 shall not apply during any Material Parent Breach Period; it being understood, for the avoidance of doubt, that the obligations set forth in this Section 1.10 shall apply from and after termination of any Material Parent Breach Period by reason of a cure of the Stockholder’s Shares in favor of (or execute and return a written consent with respect material breach giving rise to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;Material Parent Breach Period.
(d) vote all of For so long as the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to)Investor has any obligations under this Section 1.10, or cause all of the Stockholder’s Shares to Parent shall be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve provide written notice to Investor, which may be satisfied by written notice to any Investor Designee, before it enters into a voting agreement or similar agreement with one or more holders of Voting Securities (other than the Stockholder Matters; and
(e) vote all Investor). The Investor shall, within 10 Business Days following receipt of such notice inform Parent in writing of whether it intends to consult with the StockholderFederal Reserve Board concerning whether Parent’s Shares against (entry into such voting agreement or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that similar agreement would reasonably be expected to (i) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by the Merger Agreement, or (ii) result in a breach of Share Aggregation Event. If the Investor informs Parent that it will consult with the Federal Reserve Board, then Parent shall not enter into any covenantsuch voting agreement or similar agreement unless and until Investor informs Parent in writing that it has received confirmation from the Federal Reserve Board that doing so will not result in a Share Aggregation Event (“Federal Reserve Board Confirmation”). If, representation before receiving a Federal Reserve Board Confirmation, Parent enters into any voting agreement or warranty or other obligation or similar agreement of the Stockholder contained in this Agreementfor which a Federal Reserve Board Confirmation was required, then a Share Aggregation Event shall be deemed to have occurred.
Appears in 2 contracts
Sources: Investor Rights Agreement (Valley National Bancorp), Merger Agreement (Valley National Bancorp)
Voting Agreements. Each Stockholder, in its capacity as a stockholder of the Company, agrees that, at any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall:
(a) when At all times during the Meeting Standstill Period and all times in which the Investor is helda 10.15% Shareholder, appear at the Meeting or otherwise Investor shall, and shall cause the Stockholder’s Shares each of its Affiliates to, cause all Voting Securities Beneficially Owned by it to be counted as present thereat for the purpose purposes of establishing a quorum;
(b) vote all Investor shall, and shall cause each of its Affiliates to, cause to be voted by proxy (returned sufficiently in advance of the Stockholder’s Shares deadline for proxy voting for Parent to have the reasonable opportunity to verify receipt) on or in accordance with the proxy card mailed by Parent to the shareholders of Parent in connection with the solicitation of any proxy (including, if applicable, through the execution of one or more written consents if shareholders of Parent are requested to vote through the execution of an action by written consent in lieu of any such annual or special meeting of shareholders of Parent), in the following manner:
(i) At all times during the Standstill Period and at all times in which the Investor is a 10.15% Shareholder, (w) in favor of all those persons nominated to serve as directors of Parent by the Parent Board or the Governance Committee of the Parent Board, (or execute x) in favor of Parent’s proposal for ratification of the appointment of Parent’s independent registered public accounting firm, (y) in favor of Parent’s “say-on-pay” proposal and return a written consent any proposal by Parent relating to equity compensation that has been approved by the Compensation Committee of the Parent Board and (z) in accordance with the recommendation of the Parent Board with respect to any proposal brought by any stockholder of Parent (including any proposal pursuant to Rule 14a-8 under the Exchange Act), and
(ii) At all times in which the Investor is a 15% Shareholder, in accordance with the recommendation of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned Parent Board with respect to (A) all matters referenced in clauses (w) through (z) of Section 1.6(b)(i) and (B) all matters relating to any merger, acquisition or business combination transaction involving Parent or any of its Subsidiaries or equity issuance of Parent; in the Stockholder’s Shares to), case of each of clause (i) the adoption of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements and (ii) above, to the adoption and approval extent such matters are to be voted upon by the shareholders of each other proposal reasonably agreed to Parent (including through action by Acquiror and the Company as necessary or appropriate written consent), in connection accordance with the consummation recommendation of the transactions contemplated Parent Board. Except as set forth in this Section 1.6(b), none of the Investor, any of its Affiliates, the Investor Director or any of their respective Representatives shall be under any obligation by virtue of this Agreement to vote in the same manner as recommended by the Merger Agreement Parent Board or the Transaction Agreements (collectivelyany other Person, the “Stockholder Matters”);or in any other manner, other than in its sole discretion.
(c) vote all The obligations set forth in this Section 1.6 shall not apply during any Material Parent Breach Period; it being understood, for the avoidance of doubt, that the obligations set forth in this Section 1.6 shall apply from and after termination of any Material Parent Breach Period by reason of a cure of the Stockholder’s Shares in favor of (or execute and return a written consent with respect material breach giving rise to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by the Merger Agreement, or (ii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this AgreementMaterial Parent Breach Period.
Appears in 2 contracts
Sources: Investor Rights Agreement (CARRIER GLOBAL Corp), Investor Rights Agreement (CARRIER GLOBAL Corp)
Voting Agreements. Each Stockholder, in its capacity as a stockholder of the Company, agrees that, at (a) At any meeting of shareholders of Frontstep called to vote upon the Company’s stockholders related Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought (the "Shareholders' Meeting"), the Shareholder shall vote (or cause to be voted) the Shareholder's Shares in favor of the Merger, the execution and delivery by Frontstep of the Merger Agreement, and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to reduce the consideration payable in the Merger to a lesser amount of MAPICS Common Stock.
(whether annual b) At any meeting of shareholders of Frontstep or special and whether or not an adjourned or postponed meeting, however called and including at any adjournment thereof or postponement thereofin any other circumstances upon which their vote, consent or other approval is sought, the Shareholder shall vote (or cause to be voted) and/or such Shareholder's Shares against (i) any Acquisition Proposal (other than the Merger), any amendment of Frontstep's Articles of Incorporation or Code of Regulations or other proposal or transaction involving Frontstep or any of its subsidiaries which amendment or other proposal or transaction would in connection with any written consent manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the Company’s stockholders related to the other transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”)(iii) any action or agreement that would result in a breach in any respect of any covenant, such Stockholder shall:
(a) when the Meeting is held, appear at the Meeting representation or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose warranty or any other obligation or agreement of establishing a quorum;
(b) vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of Frontstep under the Merger Agreement or this Agreement; and the approval (iv) except as otherwise agreed to in writing in advance by MAPICS, against any of the Acquisition ▇▇▇▇▇▇ and the following actions or agreements (other Transactions contemplated by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by than the Merger Agreement or the Transaction Agreements transactions contemplated thereby): (collectively, the “Stockholder Matters”);
(cA) vote all of the Stockholder’s Shares in favor of (any action or execute and return a written consent with respect to all of the Stockholder’s Shares to)agreement that is intended, or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would could reasonably be expected expected, to (i) impede, interfere with, delay, postpone or materially and attempt to discourage or adversely affect the Merger or any of and the transactions contemplated by this Agreement and the Merger Agreement; (B) any change in the management or Board of Directors of Frontstep, except as contemplated by the Merger Agreement; (C) any change in the present capitalization or dividend policy of Frontstep; or (D) any other material change in Frontstep's corporate structure or business; provided, however, notwithstanding anything to the contrary herein contained, the Shareholder may vote, consent or give approval with respect to such Shareholder's Shares in favor of (w) any amendment of Frontstep's Articles of Incorporation or Code of Regulations, (x) any change in the present capitalization of Frontstep, (y) any change in the management or Board of Directors of Frontstep, and (z) any transaction (including a series of related transactions), in each case if the action on which such vote, consent or other approval is sought relates to (I) the issuance of voting securities of Frontstep (or debt or equity securities of Frontstep exchangeable for or convertible into voting securities of Frontstep) which immediately following the issuance thereof (treating in the case of the issuance of debt or equity securities of Frontstep exchangeable for or convertible or exerciseable into voting securities of Frontstep, as if the maximum number of voting securities issuable upon the exchange, conversion or exercise thereof had been issued at the time of the issuance of such debt or equity securities) constitutes no more than forty percent (40%) of the total voting power of Frontstep, or (iiII) result in a breach of any covenant, representation or warranty the sale or other obligation disposition (other than in the ordinary course of business) of assets of Frontstep that, in the aggregate with all other such sales or agreement dispositions made or agreed to be made, constitute less than the greater of (x) twenty-five percent (25%) of the Stockholder book value of all tangible assets of Frontstep or (y) twenty-five percent (25%) of the annual revenue generating capacity of Frontstep. Notwithstanding anything to the contrary contained in this Agreement, each Shareholder who is also a member of the Board of Directors of Frontstep shall be free to act in such Shareholder's capacity as a member of the Board of Directors of Frontstep and to discharge such Shareholder's fiduciary duty as such. The provisions of this Section 2.1 shall constitute a voting trust under Section 1701.49 of the Ohio Revised Code.
Appears in 2 contracts
Sources: Shareholder Agreement (Morgan Stanley), Shareholder Agreement (Frontstep Inc)
Voting Agreements. Each StockholderDuring the period commencing on the date hereof and ending on the earlier to occur of (a) the Effective Time, and (b) such date and time as the Merger Agreement shall be terminated in accordance with its terms (whichever earlier, the “Expiration Time”), the Shareholder, in its capacity as a stockholder shareholder of the Company, irrevocably agrees that, at any meeting of the Company’s stockholders shareholders related to the transactions contemplated by the Merger Agreement (whether annual or special special, and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) (the “Transactions”) and/or in connection with any written consent of the Company’s stockholders shareholders related to the transactions contemplated by the Merger Agreement Transactions (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder the Shareholder shall:
(a) a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s its Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) b. vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause all of the Stockholder’s Shares to be voted in favor of at the Meeting (or validly execute and return and cause a written such consent to be validly executed and returned granted with respect to all of the Stockholder’s Shares to), (i) the adoption all of its Shares in favor of the Merger Agreement and the approval of transactions contemplated thereby;
c. authorize and approve any amendment to the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated Company’s Organizational Documents that is deemed necessary or advisable by the Merger Agreement and Company for purposes of effecting the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);Transactions; and
(c) d. vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause all of the Stockholder’s Shares to be voted in favor of at the Meeting (or validly execute and return and cause a written such consent to be validly executed and returned granted with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s its Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (ix) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by the Merger AgreementTransactions, or (iiy) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Company under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of such Shareholder contained in this Support Agreement.
Appears in 2 contracts
Sources: Shareholder Support Agreement (Parsec Capital Acquisitions Corp.), Shareholder Agreement (Alset Capital Acquisition Corp.)
Voting Agreements. Each Stockholder, in its capacity as a stockholder of the Company, agrees that, at any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall:
(a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Stockholder Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to)Merger, (i) the adoption of the Merger Agreement and the approval of transactions contemplated thereby;
(c) authorize and approve any amendment to the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated Company’s organizational documents that is deemed necessary or advisable by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval Company for purposes of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of effecting the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);Agreement; and
(cd) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that that, to the knowledge of Stockholder, would reasonably be expected to (ix) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by the Merger Agreement, or (iiy) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Viveon Health Acquisition Corp.), Company Stockholder Support Agreement (Viveon Health Acquisition Corp.)
Voting Agreements. Each During the period commencing on the date hereof and ending on the earlier to occur of (a) the Effective Time, and (b) such date and time as the Merger Agreement shall be terminated in accordance with its terms (whichever is earlier, the “Expiration Time”), each Stockholder, in its capacity as a stockholder Stockholder of the Company, irrevocably agrees that, at any meeting of the Company’s stockholders Stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) (the “Transactions”) and/or in connection with any written consent of the Company’s stockholders Stockholders related to the transactions contemplated by the Merger Agreement Transactions (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall:
(a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s its Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause all of the Stockholder’s Shares to be voted in favor of at the Meeting (or validly execute and return and cause a written such consent to be validly executed and returned granted with respect to all of the Stockholder’s Shares to), (i) the adoption all of its Shares in favor of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”)Transactions;
(c) authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; and
(d) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause all of the Stockholder’s Shares to be voted in favor of at the Meeting (or validly execute and return and cause a written such consent to be validly executed and returned granted with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s its Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere with, frustrate, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by the Merger AgreementTransactions, or (ii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or (iii) result in a breach of any covenant, representation or warranty or other obligation or agreement of such Stockholder contained in this Support Agreement.
Appears in 2 contracts
Sources: Company Stockholder Support Agreement (Denali Capital Acquisition Corp.), Company Stockholder Support Agreement (Scilex Holding Co)
Voting Agreements. Each StockholderShareholder, solely in its capacity as a stockholder shareholder of the CompanyPurchaser, unconditionally and irrevocably agrees that, during the term of this Support Agreement, at the Special Shareholder Meeting, at any other meeting of the Company’s stockholders Purchaser Shareholders related to the transactions contemplated by the Merger Agreement Transactions (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders Purchaser Shareholders related to the transactions contemplated by Transactions (the Merger Agreement (Special Shareholder Meeting and all other meetings or consents related to the Merger AgreementBusiness Combination Agreement or the Transactions, collectively referred to herein as the “Meeting”), such Stockholder Shareholder shall:
(a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Shareholder Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Shareholder Shares to be voted in favor of the Business Combination Agreement, the Ancillary Documents, and the Transactions (or cause a written consent to be validly executed and returned with respect to all any actions required in furtherance thereof), the other matters set forth in the Business Combination Agreement and each of the Stockholder’s Shares to), (i) proposals at the adoption of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);Meeting; and
(c) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shareholder Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (ix) materially impede, interfere with, delay, postpone or materially and adversely affect the Merger Mergers or any of the transactions contemplated by Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Purchaser under the Merger Agreement, Business Combination Agreement or (iiz) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Shareholder contained in this Support Agreement.
Appears in 2 contracts
Sources: Founder Support Agreement (Aimei Health Technology Co., Ltd.), Founder Support Agreement (Aimei Health Technology Co., Ltd.)
Voting Agreements. Each StockholderThe Shareholder agrees with, in its capacity and covenants to, Buyer as a stockholder of the Company, agrees that, at follows:
(a) At any meeting of the Company’s stockholders related shareholders of Seller called to the transactions contemplated by vote upon the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meetingthe Transactions, however called and including at any adjournment or postponement thereof) and/or , or in connection any other circumstances upon which a vote, consent or other approval with any written consent of the Company’s stockholders related respect to the transactions contemplated by the Merger Agreement and the Transactions is sought (all meetings or consents related to the Merger Agreementcollectively, collectively referred to herein as the “Shareholders’ Meeting”), such Stockholder shall:
the Shareholder shall vote (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose of establishing a quorum;
(bvoted) vote all of the StockholderShareholder’s Shares in favor of (or execute and return a written consent with respect to all the approval of the Stockholderterms of the Merger Agreement and each of the Transactions, and shall not grant any proxies to any third party, except where such proxies are expressly directed to vote in favor of the Merger Agreement and the Transactions; provided, however, that if the ownership structure of any of the Shareholder’s Shares to)is such that the Shareholder cannot cause such shares to be voted, or Shareholder shall use all reasonable efforts to cause all of the Stockholder’s Shares such shares to be voted in favor of (or cause a written consent the approval of the terms of the Merger Agreement and each of the Transactions. The Shareholder hereby waives all notice and publication of notice of any Shareholders’ Meeting to be validly executed and returned called or held with respect to the Merger Agreement and the Transactions. The Shareholder hereby grants the Buyer an irrevocable proxy, coupled with an interest, to vote all of the StockholderShareholder’s Shares to), (i) the adoption in favor of the Merger Agreement and the Transactions, and against any competing proposals.
(b) At any Shareholders’ Meeting or in any other circumstances upon which their vote, consent or other approval of is sought, the Acquisition ▇▇▇▇▇▇ and the Shareholder shall vote (or cause to be voted) such Shareholder’s Shares against (i) any acquisition proposal, including, without limitation, any merger or exchange agreement or merger or exchange (other Transactions contemplated by than the Merger Agreement and the Transaction Agreements and Transactions), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Seller, or (ii) the adoption and approval any amendment of each Seller’s articles of incorporation or bylaws or other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);
(c) vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere with, delay, postpone or materially and adversely affect the Merger transaction involving Seller or any of the transactions contemplated by its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger Agreement, or any of the Transactions (each of the foregoing in clauses (i) or (ii) result in above, a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement“Competing Transaction”).
Appears in 2 contracts
Sources: Merger Agreement (Charter Financial Corp), Merger Agreement (Charter Financial Corp)
Voting Agreements. Each StockholderThe Shareholder agrees with, in its capacity and covenants to, CBAC as a stockholder of the Company, agrees that, at any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shallfollows:
(a) when At any meeting of shareholders of BOE called to vote upon the Meeting Merger Agreement and/or the Transactions or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement and/or the Transactions is heldsought (collectively, appear at the Meeting “Shareholders’ Meeting”), the Shareholder shall vote (or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose of establishing a quorum;
(bvoted) vote all of the StockholderShareholder’s Shares in favor of (or execute the Merger Agreement, and return a written consent with respect to all the approval of the Stockholder’s Shares to), or cause all terms thereof and each of the Stockholder’s Shares Transactions, and shall not grant any proxies to be voted any third party, except where such proxies are expressly directed to vote in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval Transactions. The Shareholder hereby waives all notice and publication of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by notice of any Shareholders’ Meeting to be called or held with respect to the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed Transactions. The Shareholder hereby grants CBAC an irrevocable proxy, coupled with an interest, to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);
(c) vote all of the StockholderShareholder’s Shares in favor of the Merger Agreement and the Transactions, and against any competing proposals or other Acquisition Proposals or Acquisition Transactions.
(b) At any meeting of BOE’s shareholders or execute and return a written at any adjournment thereof or in any other circumstances upon which their vote, consent with respect to all of or other approval is sought, the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of Shareholder shall vote (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (bvoted) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the StockholderShareholder’s Shares against (i) any Acquisition Proposal or withhold consent with respect to all of Acquisition Transaction, including, without limitation, any merger, consolidation or exchange agreement or merger or exchange (other than the Stockholder’s Shares toMerger Agreement and the Transactions), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or cause all winding up of the Stockholder’s Shares to be voted against or by BOE, or (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for ii) any amendment of BOE’s articles of incorporation or modification of the Company’s Certificate of Incorporation bylaws or Bylaws that other proposal or transaction involving BOE, which amendment or other proposal or transaction would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to)in any manner delay, or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere withfrustrate, delay, postpone prevent or materially and adversely affect the Merger or any of the transactions contemplated by nullify the Merger Agreement, or any of the Transactions (each of the foregoing in clause (i) or (ii) result in above, a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement“Competing Transaction”).
Appears in 2 contracts
Sources: Merger Agreement (Boe Financial Services of Virginia Inc), Merger Agreement (Community Bankers Acquisition Corp.)
Voting Agreements. Each StockholderSubject to the provisions of Section 6 hereof, in its capacity as a stockholder ----------------- connection with the efforts of the Company, agrees that, at any meeting of the Company’s stockholders related Parent to the transactions contemplated by cause the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent the Merger to receive the required approval of the Company’s stockholders related of Parent and to be consummated, Apollo agrees with, and covenants to, the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein Company as the “Meeting”), such Stockholder shallfollows:
(a) when At any meeting of stockholders of Parent called to vote upon the Meeting Merger and the Merger Agreement or at any adjournment thereof or in any other circumstance upon which a vote, consent or other approval of stockholders of Parent is heldsought with respect to the issuance of shares of Parent Common Stock in connection with the Merger and pursuant to the Merger Agreement (the "Issuance"), Apollo shall (i) appear at the Meeting or otherwise cause take appropriate action to ensure that the Stockholder’s Apollo Shares to be counted (as defined below) are present thereat at such meeting for the purpose of establishing obtaining a quorum;
quorum and (bii) vote all of the Stockholder’s Shares in favor of (or cause to be voted) or execute and return a written consent with respect to all of the Stockholder’s Apollo Shares to), or cause all of the Stockholder’s Shares to be voted in favor of the Issuance and each of the other transactions contemplated by or in any way related to the Merger Agreement.
(b) At any meeting of stockholders of Parent or at any adjournment thereof or in any other circumstance upon which the vote, consent or other approval of stockholders of Parent is sought, Apollo shall vote (or cause to be voted) or execute a written consent to be validly executed and returned in connection with respect to all of the Stockholder’s Apollo Shares to), against (i) the adoption of any merger agreement or merger (other than the Merger Agreement and the approval Merger), consolidation, combination, sale of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Merger Agreement and the Transaction Agreements and Parent or (ii) the adoption and approval any action or agreement, including any proposed amendment of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);
(c) vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Parent's Certificate of Incorporation or Bylaws that would change the voting rights By-laws or the number other proposal or transaction involving Parent or any of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (its subsidiaries which action, agreement, amendment or withhold consent with respect to all of the Stockholder’s Shares to)other proposal or transaction is intended, or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would could reasonably be expected to (i) impede, interfere with, delay, postpone or materially and adversely affect attempt to frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by thereby (each of the Merger Agreement, foregoing in clauses (i) or (ii) result in above, a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement"Competing Transaction").
Appears in 2 contracts
Sources: Voting Agreement (Paragon Health Network Inc), Voting Agreement (Apollo Investment Fund Iii Lp)
Voting Agreements. Each StockholderThe Shareholder agrees with, in its capacity and covenants to, B▇▇▇▇ and S▇▇▇▇▇ as a stockholder of the Company, agrees that, at follows:
(a) At any meeting of the Company’s stockholders related shareholders of Seller called to the transactions contemplated by vote upon the Merger Agreement (whether annual or special Agreement, the Merger and whether or not an adjourned or postponed meetingthe Transactions, however called and including at any adjournment or postponement thereof) and/or , or in connection any other circumstances upon which a vote, consent or other approval with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related respect to the Merger Agreement, collectively referred to herein as the Merger and the Transactions is sought (collectively, the “Shareholders’ Meeting”), such Stockholder shall:
the Shareholder shall vote (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose of establishing a quorum;
(bvoted) vote all of the StockholderShareholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by terms of the Merger Agreement Agreement, the Merger and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectivelyTransactions, the “Stockholder Matters”);
(c) and shall not grant any proxies to any third party, except where such proxies are expressly directed to vote all of the Stockholder’s Shares in favor of (the Merger Agreement, the Merger and the Transactions. The Shareholder hereby waives all notice and publication of notice of any Shareholders’ Meeting to be called or execute and return a written consent held with respect to all of the Stockholder’s Shares to)Merger Agreement, the Merger and the Transactions.
(b) At any Shareholders’ Meeting or cause all of in any other circumstances upon which a Seller shareholder vote, consent or other approval is sought, the Stockholder’s Shares to be voted in favor of Shareholder shall vote (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (bvoted) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the StockholderShareholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to)i) any acquisition proposal, or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to)including, without limitation, any proposal for any amendment merger or modification of the Company’s Certificate of Incorporation exchange agreement or Bylaws that would change the voting rights merger or the number of votes required to approve the Stockholder Matters; and
exchange (e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by than the Merger Agreement, the Merger and the Transactions), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Seller; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Seller contained in the Stockholder Merger Agreement or of Shareholder contained in this Agreement; and (iii) any amendment of Seller’s articles of incorporation or bylaws or other proposal or transaction involving Seller or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger Agreement, or any of the Transactions, other than an amendment or other proposal or transaction required by a regulatory authority or other Governmental Authority (each of the foregoing in clauses (i), (ii) or (iii) above, a “Competing Transaction”). Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of Seller, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.
Appears in 2 contracts
Sources: Merger Agreement (Seacoast Banking Corp of Florida), Merger Agreement (Seacoast Banking Corp of Florida)
Voting Agreements. Each Stockholder, in Unless there exists an Acquisition Proposal that is a Superior Proposal (provided that Seller and its capacity as a stockholder Affiliates have complied with the terms and conditions of the CompanyMerger Agreement, including Sections 4.5 and 4.12 of the Merger Agreement), the Shareholder agrees thatwith, at and covenants to, Buyer as follows:
(a) At any meeting of the Company’s stockholders related shareholders of Seller called to the transactions contemplated by vote upon the Merger Agreement (whether annual or special Agreement, the Merger and whether or not an adjourned or postponed meetingthe Transactions, however called and including at any adjournment or postponement thereof) and/or , or in connection any other circumstances upon which a vote, consent or other approval with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related respect to the Merger Agreement, collectively referred to herein as the Merger and the Transactions is sought (collectively, the “Shareholders’ Meeting”), such Stockholder shall:
the Shareholder shall vote (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose of establishing a quorum;
(bvoted) vote all of the StockholderShareholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by terms of the Merger Agreement Agreement, the Merger and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectivelyTransactions, the “Stockholder Matters”);
(c) and shall not grant any proxies to any third party, except where such proxies are expressly directed to vote all of the Stockholder’s Shares in favor of (the Merger Agreement, the Merger and the Transactions. The Shareholder hereby waives all notice and publication of notice of any Shareholders’ Meeting to be called or execute and return a written consent held with respect to all of the Stockholder’s Shares to)Merger Agreement, the Merger and the Transactions.
(b) At any Shareholders’ Meeting or cause all of in any other circumstances upon which their vote, consent or other approval is sought, the Stockholder’s Shares to be voted in favor of Shareholder shall vote (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (bvoted) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the StockholderShareholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to)i) any acquisition proposal, or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to)including, without limitation, any proposal for any amendment merger or modification of the Company’s Certificate of Incorporation exchange agreement or Bylaws that would change the voting rights merger or the number of votes required to approve the Stockholder Matters; and
exchange (e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by than the Merger Agreement, the Merger and the Transactions), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Seller; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Seller contained in the Stockholder Merger Agreement or of Shareholder contained in this Agreement; and (iii) any amendment of Seller’s articles of incorporation or bylaws or other proposal or transaction involving Seller or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger Agreement, or any of the Transactions, other than an amendment or other proposal or transaction required by a regulatory authority or other Governmental Authority (each of the foregoing in clauses (i), (ii) or (iii) above, a “Competing Transaction”). Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of Seller, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.
Appears in 2 contracts
Sources: Merger Agreement (Seacoast Banking Corp of Florida), Merger Agreement (Seacoast Banking Corp of Florida)
Voting Agreements. Each StockholderSupporter, in its such Supporter’s capacity as a stockholder of the CompanyPurchaser, agrees that, during the term of this Agreement, at any the extraordinary general meeting of Purchaser’s shareholders (the Company’s stockholders related “Purchaser Extraordinary General Meeting”) to be called and held in connection with the transactions contemplated by the Merger Agreement (the “Transactions”), or at any other meeting of Purchaser’s shareholders called and held for such purpose (whether annual ordinary or special extraordinary and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or ), and in connection with any written consent of the CompanyPurchaser’s stockholders shareholders related to the transactions contemplated by the Merger Agreement (the Purchaser Extraordinary General Meeting and all other meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder Supporter shall:
(a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Supporter Shares owned by such Supporter to be counted as present thereat for the purpose of establishing a quorum;
(b) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Supporter Shares to be voted owned by such Supporter in favor of (or cause a written consent to be validly executed and returned with respect to all each of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Purchaser Shareholder Approval Matters”);; and
(c) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Supporter Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented owned by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares Supporter against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (ix) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by the Merger AgreementTransactions, or (iiy) result in a breach of any covenant, representation or warranty or other obligation or agreement of Purchaser under the Stockholder Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of such Supporter contained in this Agreement.
Appears in 2 contracts
Sources: Purchaser Support Agreement (Lakeshore Acquisition I Corp.), Purchaser Support Agreement (Lakeshore Acquisition I Corp.)
Voting Agreements. Each Stockholder, in its capacity The Parties agree as a stockholder of the Company, agrees that, at any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shallfollows:
(a) when Shareholder shall vote (or cause to be voted), and Su shall cause the Shareholder to vote, the Subject Shares (i) subject to Section 2(b), in favor of the election of the Initial Proposed Directors at each Nomination Meeting is heldor at any adjournment thereof, appear and (ii) in favor of the Proposal at the Proposal Meeting or otherwise at any adjournment thereof. Furthermore, with respect to the Subject Shares of which Shareholder is the beneficial owner but not the record holder, Shareholder agrees to take all actions necessary to cause the Stockholder’s Shares record holder to be counted as present thereat for the purpose of establishing a quorum;vote all such shares in accordance with this Section 2.
(b) vote all For purposes of Section 2(a)(i), Shareholder may nominate not more than four individuals for consideration to serve on the Board of Directors of the StockholderCompany consisting of not more than nine individuals during the twelve month period following the date of this Agreement in substitution of any of the four Initial Proposed Directors previously nominated by Shareholder and indicated with an asterisk (*) on Exhibit A (each such substitute nominee, a “Proposed Nominee”) at a Nomination Meeting, so long as (a) Shareholder provides notice in writing to the Company of any such Proposed Nominee(s) in respect of the 2012 Annual General Meeting of the Company’s Shares shareholders, or (if earlier) the next Extraordinary General Meeting held in lieu of such Annual General Meeting, March 30, 2012, and in respect of each other Nomination Meeting (if any), prior to the filing by the Company of the proxy statement in respect of such other Nomination Meeting, and (b) each Proposed Nominee is affirmatively determined by the Nominating & Corporate Governance Committee of the Company to be qualified to serve as a director. The Nominating & Corporate Governance Committee shall make a good faith determination as to the final nominees for election to the Board of Directors (composed of the Initial Proposed Directors (or where one or more Proposed Nominees have been nominated by Shareholder and affirmatively determined to be qualified to serve as a director by the Nominating & Corporate Governance Committee in accordance with this Section 2(b), the Proposed Nominee(s))) and include those nominees in the proxy statement and on the ballot at any Nomination Meeting (the “Final Proposed Directors”). Shareholder agrees to vote in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares toFinal Proposed Directors at any Nomination Meeting, unless Shareholder can affirmatively demonstrate that the Nominating & Corporate Governance Committee did not fulfill its obligations under this Section 2(b), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);.
(c) vote To the extent Shareholder fails to provide adequate notice to the Company of any Proposed Nominees in accordance with Section 2(b) or nominates more than four individuals for election to the Board of Directors of the Company, Shareholder shall be deemed to have consented to the election of all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy Initial Proposed Directors at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by the Merger Agreement, or (ii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this AgreementNomination Meeting.
Appears in 2 contracts
Sources: Voting Agreement and Irrevocable Proxy, Voting Agreement and Irrevocable Proxy (Vantage Drilling CO)
Voting Agreements. Each StockholderDuring the period commencing on the date hereof and ending on the earlier to occur of (i) the Closing Date, and (ii) such date and time as the Business Combination Agreement shall be terminated in accordance with Section 10.1 thereof (whichever earlier, the “Expiration Time”), each Shareholder, in its capacity as a stockholder shareholder of the Company, agrees that, at any meeting of the Company’s stockholders shareholders related to the transactions contemplated by the Merger Business Combination Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders shareholders related to the transactions contemplated by the Merger Business Combination Agreement (all meetings or consents related to the Merger Business Combination Agreement, collectively referred to herein as collectively, the “Meeting”), such Stockholder Shareholder shall:
(a) a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s its Shareholder Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) b. vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause all of the Stockholder’s Shares to be voted in favor of at the Meeting (or validly execute and return and cause a written such consent to be validly executed and returned granted with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);
(c) vote all of the Stockholder’s its Shareholder Shares in favor of the Business Combination Agreement and the transactions contemplated thereby;
c. authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; and
d. vote (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause all of the Stockholder’s Shares to be voted in favor of at the Meeting (or validly execute and return and cause a written such consent to be validly executed and returned granted with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s its Shareholder Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) materially impede, interfere with, delay, postpone or materially and adversely affect the Merger Mergers or any of the transactions contemplated by the Merger AgreementTransactions, or (ii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Company under the Business Combination Agreement or (iii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Shareholder contained in this Support Agreement.
Appears in 1 contract
Sources: Company Shareholder Support Agreement (Healthcare AI Acquisition Corp.)
Voting Agreements. Each Stockholder, (1) Bandera agrees that it will appear in its capacity as a stockholder person or by proxy at the 2017 Annual Meeting and vote all shares of Common Stock beneficially owned by Bandera at the 2017 Annual Meeting (A) in favor of the Company’s nominees to the Board included in the Company’s slate of directors for the 2017 Annual Meeting, (B) in favor of the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017, (C) in favor of, on an advisory basis only, unifying the roles of the chairman of the Board and chief executive officer, and (D) in accordance with the Board’s recommendation with respect to (x) any Company proposal to reincorporate the Company from California to Delaware, unless as a result of such reincorporation, the rights of holders of Common Stock will be adversely affected in any material respect, and (y) the Company’s “say-on-pay” proposal and “say-on-pay” frequency proposal presented at the 2017 Annual Meeting; provided, however, that in the event each of Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) recommends otherwise with respect to the Company’s “say-on-pay” proposal and “say-on-pay” frequency proposal at the 2017 Annual Meeting, in which event Bandera shall be permitted, but not obligated, to vote in accordance with the ISS and Glass Lewis recommendation, as applicable on either proposal.
(2) Bandera agrees that, that it will appear in person or by proxy at the 2017 Annual Meeting and any special meeting of the Company’s stockholders shareholders held prior to the expiration of the Standstill Period (as defined below) and vote all shares of Common Stock beneficially owned by Bandera at such meeting, as applicable, in accordance with the Board’s recommendation with respect to any Company or shareholder proposal related to or affecting the transactions contemplated by the Merger Agreement (whether annual removal, replacement or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent election of Board members that is presented at such meeting of the Company’s stockholders shareholders.
(3) In connection with any action by written consent that is sought to be taken by the Company or the Board prior to the expiration of the Standstill Period (as defined below), Bandera agrees that it will vote all shares of Common Stock beneficially owned by Bandera and shall take all necessary action, including, without limitation, the execution and completion of any consent card related to or affecting the transactions contemplated removal, replacement or election of Board members and solicited by the Merger Agreement Company or the Board, in accordance with the recommendation of the Board.
(4) In connection with any action by written consent that is sought to be taken by any party, other than the Company or the Board, prior to the expiration of the Standstill Period (as defined below), Bandera agrees that it will not vote and shall take all meetings necessary action, including, without limitation, the execution and completion of any consent revocation card solicited by the Company or consents the Board, in accordance with the recommendation of the Board, to cause not to be voted, any shares of Common Stock beneficially owned by Bandera on any consent card related to or affecting the Merger Agreementremoval, collectively referred to herein as the “Meeting”)replacement or election of Board members and solicited by any party, such Stockholder shall:
(a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and than the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);
(c) vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by the Merger Agreement, or (ii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this AgreementBoard.
Appears in 1 contract
Voting Agreements. Each StockholderThe Shareholder agrees with, in its capacity and covenants to, Buyer as a stockholder of the Company, agrees that, at follows:
(a) At any meeting of the Company’s stockholders related shareholders of Seller called to the transactions contemplated by vote upon the Merger Agreement (whether annual or special Agreement, the Merger and whether or not an adjourned or postponed meetingthe Transactions, however called and including at any adjournment or postponement thereof) and/or , or in connection any other circumstances upon which a vote, consent or other approval with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related respect to the Merger Agreement, collectively referred to herein as the Merger and the Transactions is sought (collectively, the “Shareholders’ Meeting”), such Stockholder shall:
the Shareholder shall vote (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose of establishing a quorum;
(bvoted) vote all of the StockholderShareholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by terms of the Merger Agreement Agreement, the Merger and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectivelyTransactions, the “Stockholder Matters”);
(c) and shall not grant any proxies to any third party, except where such proxies are expressly directed to vote all of the Stockholder’s Shares in favor of (the Merger Agreement, the Merger and the Transactions. The Shareholder hereby waives all notice and publication of notice of any Shareholders’ Meeting to be called or execute and return a written consent held with respect to all of the Stockholder’s Shares to)Merger Agreement, the Merger and the Transactions.
(b) Subject to CapGen Approvals, at any Shareholders’ Meeting or cause all of in any other circumstances upon which their vote, consent or other approval is sought, the Stockholder’s Shares to be voted in favor of Shareholder shall vote (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (bvoted) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the StockholderShareholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by the Merger Agreement, or Acquisition Proposal; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Seller contained in the Stockholder Merger Agreement or of Shareholder contained in this Agreement; and (iii) any amendment of Seller’s articles of incorporation or bylaws or other proposal or transaction involving Seller or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger Agreement, or any of the Transactions (each of the foregoing in clauses (i), (ii) or (iii) above, a “Competing Transaction”). Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of Seller, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms. For the avoidance of doubt, Shareholder (having otherwise complied with this Agreement) shall not be in breach of this Agreement to the extent it does not obtain any CapGen Approvals.
Appears in 1 contract
Sources: Shareholder Support Agreement (CapGen Capital Group III LP)
Voting Agreements. Each Stockholder, in its capacity as a stockholder of the Company, agrees that, at (a) At any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meetingshareholders of SPAC, however called and including called, or at any adjournment thereof, or postponement thereof) and/or in connection with any written other circumstance in which the vote, consent or other approval of the Company’s stockholders related to shareholders of SPAC is sought, the transactions contemplated by the Merger Agreement Sponsor shall (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall:
(ai) when the Meeting is held, appear at the Meeting each such meeting or otherwise cause all of its Covered Shares entitled to vote that the Stockholder’s Shares Sponsor holds of record or beneficially, as of the date hereof, or acquires record or beneficial ownership of after the date hereof (collectively, the “Subject SPAC Shares”) to be counted as present thereat for the purpose purposes of establishing calculating a quorum;
, (bii) not redeem any Subject SPAC Shares at such meeting and (iii) vote all of the Stockholder’s Shares in favor of (or cause to be voted), or execute and return deliver a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to delivered) covering, all of the Stockholder’s Shares to), Subject SPAC Shares:
(i) the adoption in favor of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the each Transaction Agreements and Proposal;
(ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);
(c) vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting meeting at which there is a proposal for stockholders shareholders of the Company SPAC to approve and adopt the Stockholder Matters Transaction Proposals to a later date if there are not sufficient votes to approve and adopt the proposal described in clause (b) above Transaction Proposals, or if there are not sufficient shares present in person or represented by proxy at such Meeting meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(eiii) vote all against any proposal (A) in opposition to approval of the Stockholder’s Shares against Business Combination Agreement, (B) inconsistent with the Business Combination Agreement or withhold consent with respect the Transactions, (C) relating to all of the Stockholder’s Shares to), any Transaction Proposal or cause all of the Stockholder’s Shares (D) relating to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action or business before such meeting that (1) would reasonably be expected to (i) materially impede, interfere with, delay, postpone or materially and adversely affect the Merger Business Combination or any of the transactions contemplated by other Transactions or result in a breach of any covenant, representation or warranty or other obligation or agreement of SPAC under the Merger Business Combination Agreement, or (ii2) would result in the failure of any condition set forth in Article 7 of the Business Combination Agreement to be satisfied or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Sponsor contained in this Agreement.
(b) The obligations of the Sponsor specified in this Section 1.1 shall apply whether or not the Business Combination or any action described above is recommended by the SPAC Board.
Appears in 1 contract
Sources: Sponsor Letter Agreement (Spring Valley Acquisition Corp. III)
Voting Agreements. Each StockholderThe Shareholder agrees with, in its capacity and covenants to, SLCT as a stockholder of the Company, agrees that, at any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shallfollows:
(a) when At any meeting of shareholders of PARA called to vote upon the Meeting Merger Agreement and/or the Transactions or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement and/or the Transactions is heldsought (collectively, appear at the Meeting “Shareholders’ Meeting”), the Shareholder shall vote (or otherwise cause to be voted) all of the StockholderSolely-Owned Shares which are outstanding, and shall use Shareholder’s best efforts to cause to be voted all of the Co-Owned Shares which are outstanding, in favor of the execution and delivery by PARA of the Merger Agreement, and the approval of the terms thereof (including the plan of merger contained herein) and each of the Transactions. The Shareholder shall not grant any proxies for the Shareholder’s Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) any third party, except where such proxies are expressly directed to vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval Transactions. The Shareholder hereby waives all notice and publication of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by notice of any Shareholders’ Meeting to be called or held with respect to the Merger Agreement and the Transaction Agreements Transactions.
(b) At any meeting of PARA’s shareholders or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, the Shareholder shall vote (or cause to be voted) the Solely-Owned Shares, and shall use Shareholder’s best efforts to cause to be voted the Co-Owned Shares, against (i) any Acquisition Proposal, or (ii) the adoption and approval any amendment of each PARA’s articles of incorporation or bylaws or other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectivelytransaction involving PARA, the “Stockholder Matters”);
(c) vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation other proposal or Bylaws that transaction would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to)in any manner delay, or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere withfrustrate, delay, postpone prevent or materially and adversely affect the Merger or any of the transactions contemplated by nullify the Merger Agreement, or any of the Transactions (each of the foregoing in clause (i) or (ii) result in above, a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement“Competing Transaction”).
Appears in 1 contract
Voting Agreements. Each Stockholder, in its capacity as a stockholder of the Company, agrees that, at any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall:
(a) when At all times during the Meeting is heldStandstill Period, appear at the Meeting or otherwise each Investor shall, and shall cause the Stockholder’s Shares each of its Affiliates to, cause all Voting Securities Beneficially Owned by it to be counted as present thereat for the purpose purposes of establishing a quorum;.
(b) vote At all times during the Standstill Period, each Investor shall, and shall cause each of its Affiliates to, cause to be voted by proxy (returned sufficiently in advance of the Stockholder’s Shares deadline for proxy voting for the Company to have the reasonable opportunity to verify receipt) on or in accordance with the proxy card mailed by the Company to the stockholders of the Company in connection with the solicitation of any proxy (including, if applicable, through the execution of one or more written consents if stockholders of the Company are requested to vote through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company), in the following manner:
(i) in favor of all those persons nominated to serve as directors of the Company by the Company Board or the Nominating, Corporate Governance, Environmental and Social Committee of the Company Board,
(or execute ii) in favor of the Company’s proposal for ratification of the appointment of the Company’s independent registered public accounting firm,
(iii) in favor of the Company’s “say-on-pay” proposal and return a written consent any proposal by the Company relating to equity compensation that has been approved by the Compensation Committee of the Company Board and (z) in accordance with the recommendation of the Company Board with respect to any proposal brought by any stockholder of the Company (including any proposal pursuant to Rule 14a-8 under the Exchange Act), and
(iv) in accordance with the recommendation of the Company Board with respect to all matters relating to any merger, acquisition or business combination transaction involving the Company or any of its Subsidiaries or equity issuance of the Stockholder’s Shares to)Company, or cause all of to the Stockholder’s Shares extent such matters are to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all upon by the stockholders of the Stockholder’s Shares toCompany (including through action by written consent), (i) in accordance with the adoption recommendation of the Merger Company Board. Except as set forth in this Section 1.3(b), neither an Investor nor any of its Affiliates shall be under any obligation by virtue of this Agreement and to vote in the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated same manner as recommended by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each Company Board or any other proposal reasonably agreed to by Acquiror and the Company as necessary Person, or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectivelyany other manner, the “Stockholder Matters”);other than in its sole discretion.
(c) No Investor shall vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), on any proposal to adjourn a Meeting at which there is a proposal for stockholders approve the issuance of shares of Common Stock upon conversion of the Company shares of Preferred Stock submitted to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate stockholders at the Company’s annual or special meeting of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by the Merger Agreement, or (ii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreementstockholders.
Appears in 1 contract
Voting Agreements. Each Stockholder, in its capacity as a stockholder of the Company, agrees that, at any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall:
(a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Stockholder Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to)Merger, (i) the adoption of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements thereby (collectively, the “Stockholder Matters”);
(c) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Stockholder Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares toexecute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Stockholder Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares toexecute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Stockholder Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or against any other action that would reasonably be expected to (ix) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by the Merger Agreement, or (iiy) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement.
Appears in 1 contract
Sources: Company Stockholder Support Agreement (OCA Acquisition Corp.)
Voting Agreements. Each StockholderDuring the period commencing on the date hereof and ending on the earlier to occur of (i) the SPAC Merger Effective Time, and (ii) such date and time as the Business Combination Agreement shall be terminated (whichever earlier, the “Expiration Time”), each Shareholder, in its capacity as a stockholder shareholder of the Company, agrees that, at any meeting of the Company’s stockholders shareholders related to the transactions Transactions contemplated by the Merger Business Combination Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders shareholders related to the transactions Transactions contemplated by the Merger Business Combination Agreement (all meetings or consents related to the Merger Business Combination Agreement, collectively referred to herein as the “Meeting”), such Stockholder Shareholder shall:
(a) a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s its Shareholder Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) b. vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause all of the Stockholder’s Shares to be voted in favor of at the Meeting (or validly execute and return and cause a written such consent to be validly executed and returned granted with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);
(c) vote all of the Stockholder’s its Shareholder Shares in favor of the Business Combination Agreement and the Transactions contemplated thereby;
c. authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; and
d. vote (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause all of the Stockholder’s Shares to be voted in favor of at the Meeting (or validly execute and return and cause a written such consent to be validly executed and returned granted with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s its Shareholder Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (ix) materially impede, interfere with, delay, postpone or materially and adversely affect the Merger Merger, the Reorganization or any of the transactions contemplated by the Merger AgreementTransactions, or (iiy) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Company under the Business Combination Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Shareholder contained in this Support Agreement.
Appears in 1 contract
Sources: Company Shareholder Support Agreement (Mountain Crest Acquisition Corp. V)
Voting Agreements. Each Stockholder, in its capacity as a stockholder of the Company, agrees that, at (a) At any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meetingshareholders of Acquiror, however called and including called, or at any adjournment thereof, or postponement thereof) and/or in connection with any written other circumstance in which the vote, consent or other approval of the Company’s stockholders related to shareholders of Acquiror is sought, the transactions contemplated by the Merger Agreement Sponsor shall (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall:
(ai) when the Meeting is held, appear at the Meeting each such meeting or otherwise cause all of its Covered Shares entitled to vote that the Stockholder’s Shares Sponsor holds of record or beneficially, as of the date hereof, or acquires record or beneficial ownership of after the date hereof (collectively, the “Subject Acquiror Shares”) to be counted as present thereat for the purpose purposes of establishing calculating a quorum;
, (bii) not redeem any Subject Acquiror Shares at such meeting and (iii) vote all of the Stockholder’s Shares in favor of (or cause to be voted), or execute and return deliver a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to delivered) covering, all of the Stockholder’s Shares to), Subject Acquiror Shares:
(i) the adoption in favor of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements and each Proposal;
(ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);
(c) vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting meeting at which there is a proposal for stockholders shareholders of the Company Acquiror to approve and adopt the Stockholder Matters Proposals to a later date if there are not sufficient votes to approve and adopt the proposal described in clause (b) above Proposals, or if there are not sufficient shares present in person or represented by proxy at such Meeting meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(eiii) vote all against any proposal (A) in opposition to approval of the Stockholder’s Shares against Merger Agreement, (B) inconsistent with the Merger Agreement or withhold consent with respect the Transactions, (C) relating to all of the Stockholder’s Shares to), any Acquiror Acquisition Proposal or cause all of the Stockholder’s Shares (D) relating to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action or business before such meeting that (1) would reasonably be expected to (i) materially impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by other Transactions or result in a breach of any covenant, representation or warranty or other obligation or agreement of Acquiror under the Merger Agreement, (2) would result in the failure of any condition set forth in Article IX of the Merger Agreement to be satisfied or (ii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Sponsor contained in this Agreement or (3) would reasonably be expected to result in a breach of Section 7.11 of the Merger Agreement.
(b) The obligations of the Sponsor specified in this Section 1.1 shall apply whether or not the Merger or any action described above is recommended by the Acquiror Board.
Appears in 1 contract
Sources: Sponsor Support Agreement (Spring Valley Acquisition Corp. II)
Voting Agreements. Each Stockholder, in its capacity as a stockholder of the Company, agrees that, at any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall:
(a) when Until the Meeting Governance Termination Date, MassMutual shall, and shall cause its Controlled Affiliates, to vote, or act by written consent with respect to, all of the shares of Invesco Capital Stock Beneficially Owned by it or its Controlled Affiliates and entitled to vote on such matter(s) (i) in favor of each matter required to effectuate any provision of this Agreement and against any matter the approval of which would be inconsistent with any provision of this Agreement and (ii) to the extent consistent with clause (i) above, in accordance with the recommendation of the Board on all matters approved by the Board relating to (A) the elections of Directors, (B) matters that have been approved or recommended by the Compensation Committee of the Board, (C) any Invesco Change of Control Transaction that the Board (so long as it includes the MassMutual Designee) has unanimously recommended in favor of or against, as applicable, and (D) any transaction that arises out of a breach by MassMutual of its obligations under Section 2.2; provided, however, that it is held, appear at understood and agreed that MassMutual and its Controlled Affiliates shall be permitted to vote all of their shares of Invesco Capital Stock in their sole discretion with respect to any Invesco Change of Control Transaction presented to the Meeting holders of Invesco Capital Stock for their vote and not opposed or otherwise cause supported by the Stockholder’s Shares to be counted Board (so long as present thereat for it includes the purpose MassMutual Designee) on a unanimous basis and not arising out of establishing a quorum;breach by MassMutual of its obligations under Section 2.2.
(b) vote all If MassMutual and its Controlled Affiliates Beneficially Own at least twenty percent (20%) of the Stockholder’s Shares in favor issued and outstanding Invesco Common Stock as of (the record date for a vote or execute action by written consent to be taken by the holders of Invesco Common Stock on any matter, MassMutual shall, and return a shall cause its Controlled Affiliates to, vote, or act by written consent with respect to, any such matter as recommended by the Board to all the extent such matter does not conflict with any provision of this Agreement; provided, however, that in the Stockholder’s Shares to), or cause all event the Board of Directors of MassMutual determines in good faith that voting as recommended by the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned Board with respect to all a particular matter would reasonably be likely to violate its fiduciary duties to its policyholders, MassMutual and its Controlled Affiliates shall be permitted to abstain from voting their shares with respect to such matter in lieu of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated voting as recommend by the Merger Agreement Board; provided, further, that MassMutual and its Controlled Affiliates shall retain its sole discretion to vote regarding matters for which it is permitted to act pursuant to the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed proviso to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”Section 4.3(a);.
(c) MassMutual shall, and shall cause each of its Controlled Affiliates who hold Invesco Capital Stock entitled to vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to)on any matter, or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at all meetings of securityholders of Invesco so that all Voting Securities Beneficially Owned by MassMutual and its Controlled Affiliates shall be counted as present for the purpose of determining the presence of a quorum at such Meeting meeting and to constitute a quorum;vote such shares in accordance with this Section 4.3.
(d) vote all of Notwithstanding the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to)foregoing, or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere with, delay, postpone or materially if the Board shall unreasonably reject a proposed MassMutual Designee who is otherwise eligible to serve pursuant to Applicable Law and adversely affect the Merger or any policies and requirements applicable to all other members of the transactions contemplated by Board, then Sections 2.2(a)(vi) and 4.3(a) shall be suspended for the Merger Agreement, or duration of such failure and (ii) result if the Board shall fail to nominate for election (or, as applicable, promptly appoint) as a Director a proposed MassMutual Designee who is reasonably acceptable to the Board or otherwise is in material breach of its other material obligations pursuant to Section 4.1 (other than a breach as described in the immediately preceding clause (i)) and fails to cure such breach of such other obligations within fifteen (15) Business Days following written notice thereof by MassMutual to Invesco, then Sections 2.2, 3.1, 3.2, 3.4, 4.3(a), 4.3(b) and 4.3(c) shall cease to be of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreementfurther force and effect.
Appears in 1 contract
Sources: Shareholder Agreement (Invesco Ltd.)
Voting Agreements. Each StockholderSubject to the provisions of Section 6 hereof, in its capacity as a stockholder connection with the efforts of the Company, agrees that, at any meeting of the Company’s stockholders related Parent to the transactions contemplated by cause the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent the Merger to receive the required approval of the Company’s stockholders related of Parent and to be consummated, Apollo agrees with, and covenants to, the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein Company as the “Meeting”), such Stockholder shallfollows:
(a) when At any meeting of stockholders of Parent called to vote upon the Meeting Merger and the Merger Agreement or at any adjournment thereof or in any other circumstance upon which a vote, consent or other approval of stockholders of Parent is heldsought with respect to the issuance of shares of Parent Common Stock in connection with the Merger and pursuant to the Merger Agreement (the "Issuance"), Apollo shall (i) appear at the Meeting or otherwise cause take appropriate action to ensure that the Stockholder’s Apollo Shares to be counted (as defined below) are present thereat at such meeting for the purpose of establishing obtaining a quorum;
quorum and (bii) vote all of the Stockholder’s Shares in favor of (or cause to be voted) or execute and return a written consent with respect to all of the Stockholder’s Apollo Shares to), or cause all of the Stockholder’s Shares to be voted in favor of the Issuance and each of the other transactions contemplated by or in any way related to the Merger Agreement.
(b) At any meeting of stockholders of Parent or at any adjournment thereof or in any other circumstance upon which the vote, consent or other approval of stockholders of Parent is sought, Apollo shall vote (or cause to be voted) or execute a written consent to be validly executed and returned in connection with respect to all of the Stockholder’s Apollo Shares to), against (i) the adoption of any merger agreement or merger (other than the Merger Agreement and the approval Merger), consolidation, combination, sale of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Merger Agreement and the Transaction Agreements and Parent or (ii) the adoption and approval any action or agreement, including any proposed amendment of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);
(c) vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Parent's Certificate of Incorporation or Bylaws that would change the voting rights By-laws or the number other proposal or transaction involving Parent or any of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (its subsidiaries which action, agreement, amendment or withhold consent with respect to all of the Stockholder’s Shares to)other proposal or transaction is intended, or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would could reasonably be expected to (i) impede, interfere with, delay, postpone or materially and adversely affect attempt to frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by thereby (each of the Merger Agreement, foregoing in clauses (i) or (ii) result in above, a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement"Competing Transaction").
Appears in 1 contract
Voting Agreements. Each StockholderSupporter, in its such Supporter’s capacity as a stockholder shareholder of the CompanyPurchaser, irrevocably agrees that, during the term of this Agreement, at any the extraordinary general meeting of Purchaser’s shareholders (the Company’s stockholders related “Purchaser Extraordinary General Meeting”) to be called and held in connection with the transactions contemplated by the Merger Purchase Agreement (the “Transactions”), or at any other meeting of Purchaser’s shareholders called and held for such purpose (whether annual ordinary or special extraordinary and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or ), and in connection with any written consent of the CompanyPurchaser’s stockholders shareholders related to the transactions contemplated by the Merger Purchase Agreement (the Purchaser Extraordinary General Meeting and all other meetings or consents related to the Merger Purchase Agreement, collectively referred to herein as the “Meeting”), such Stockholder Supporter shall:
(a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Supporter Shares owned by such Supporter to be counted as present thereat for the purpose of establishing a quorum;
(b) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Supporter Shares to be voted owned by such Supporter in favor of (or cause a written consent to be validly executed and returned with respect to all each of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Purchaser Shareholder Approval Matters”);; and
(c) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Supporter Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented owned by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares Supporter against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (ix) impede, interfere with, delay, postpone or materially and adversely affect the Merger Acquisition or any of the transactions contemplated by the Merger AgreementTransactions, or (iiy) result in a breach of any covenant, representation or warranty or other obligation or agreement of Purchaser under the Stockholder Purchase Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of such Supporter contained in this Agreement.
Appears in 1 contract
Sources: Purchaser Support Agreement (Lakeshore Acquisition II Corp.)
Voting Agreements. Each Stockholder, in its capacity as a stockholder of the Company, agrees that, at any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall:
(a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Stockholder Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to)Merger, (i) the adoption of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”)thereby;
(c) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Stockholder Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters Merger Agreement to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares toexecute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Stockholder Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve approval any proposal, including the Stockholder Mattersvote required to adopt the Merger Agreement; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares toexecute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Stockholder Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Competing Transaction or against any other action that would reasonably be expected to (ix) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by the Merger Agreement, or (iiy) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement.
Appears in 1 contract
Sources: Company Stockholder Support Agreement (Alpine Acquisition Corp.)
Voting Agreements. Each During the period commencing on the date hereof and ending on the earlier to occur of (a) the Effective Time, and (b) such date and time as the Business Combination Agreement shall be terminated in accordance its terms (whichever earlier, the “Expiration Time”), each Stockholder, in its capacity as a stockholder Stockholder of the Company, irrevocably agrees that, at any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Business Combination Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) (the “Transactions”) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement Transactions (all meetings or consents related to the Merger Business Combination Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall:
(a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s its Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause all of the Stockholder’s Shares to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of its Shares in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Business Combination Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”)thereby;
(c) authorize and approve any amendment to the Company’s Governing Documents that is deemed necessary or advisable by the Company for purposes of effecting the Transactions; and
(b) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause all of the Stockholder’s Shares to be voted in favor of at the Meeting (or validly execute and return and cause a written such consent to be validly executed and returned granted with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s its Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (ix) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by the Merger AgreementTransactions, or (iiy) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Business Combination Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of such Stockholder contained in this Voting Agreement.
Appears in 1 contract
Sources: Voting and Support Agreement (Redwoods Acquisition Corp.)
Voting Agreements. Each StockholderThe Shareholder agrees with, in its capacity and covenants to, Heritage as a stockholder of the Company, agrees that, at follows:
(a) At any meeting of the Company’s stockholders related Shareholders of Alarion called to the transactions contemplated by vote upon the Merger Agreement (whether annual or special and/or the Transactions, and whether or not an adjourned or postponed meeting, however called and including at any adjournment or postponement thereof) and/or , or in connection any other circumstances upon which a vote, consent or other approval with any written consent of the Company’s stockholders related respect to the transactions contemplated by the Merger Agreement and the Transactions is sought (all meetings or consents related to the Merger Agreementcollectively, collectively referred to herein as the “Shareholders’ Meeting”), such Stockholder shall:
the Shareholder shall vote (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose of establishing a quorum;
(bvoted) vote all of the StockholderShareholder’s Shares in favor of (or execute and return a written consent with respect to all the approval of the Stockholderterms of the Merger Agreement and each of the Transactions, and shall not grant any proxies to any third party, except where such proxies are expressly directed to vote in favor of the Merger Agreement and the Transactions; provided, however, that if the ownership structure of any of the Shareholder’s Shares to)is such that the Shareholder cannot cause such shares to be voted, or the Shareholder shall use all reasonable efforts to cause all of the Stockholder’s Shares such shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all the approval of the Stockholder’s Shares to), (i) the adoption terms of the Merger Agreement and the approval each of the Acquisition ▇▇▇▇▇▇ and Transactions.
(b) At any Shareholders’ Meeting or in any other circumstances upon which the Shareholder’s vote, consent or other Transactions contemplated by approval is sought, the Shareholder shall vote (or cause to be voted) such Shareholder’s Shares against (i) any acquisition proposal, including, without limitation, any merger or exchange agreement or merger or exchange (other than the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);
(c) vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares toTransactions), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or cause all winding up of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by the Merger AgreementAlarion, or (ii) result in a breach any amendment of any covenant, representation Alarion’s articles of incorporation or warranty bylaws or other obligation proposal or agreement transaction involving Alarion or any Alarion Subsidiary, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger Agreement or any of the Stockholder contained Transactions (each of the foregoing in this Agreementclause (i) or (ii) above, a “Competing Transaction”).
Appears in 1 contract
Voting Agreements. Each The Stockholder, in its capacity as a stockholder of the Company, covenants and agrees that, at any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (the “Transactions”), whether annual or special and whether or not an adjourned or postponed meeting, and however called called, and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement Transactions (all such meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such the Stockholder shall:
(a) a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) b. vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Stockholder Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all each of the Stockholder’s Shares to), (i) proposals relating to the adoption Transactions and any other matters necessary or reasonably requested by the Company for consummation of the Merger Agreement and the Transactions;
c. authorize and approve the Merger to the extent the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation any of the transactions contemplated by Company’s stockholders is required or applicable pursuant to the Merger Agreement or the Transaction Agreements Company’s Third Amended and Restated Certificate of Incorporation, as amended from time to time (collectively, the “Stockholder MattersCompany Charter”);
(c) vote all d. convert each share of Company Preferred Stock into shares of Company Common Stock in accordance with the terms of the Stockholder’s Shares in favor Company Charter;
e. authorize and approve any amendment to the Company Charter that is deemed necessary or advisable by the Company for purposes of effecting the Transactions;
f. vote (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (ix) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement, or (iiz) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Support Agreement;
g. exercise the drag-along rights, if applicable to the Merger, set forth in Section 3 of the Company’s Second Amended and Restated Stockholders Agreement, dated as of August 17, 2020; and
h. in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents or the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Stockholder’s Stockholder Shares held at such time in favor thereof.
Appears in 1 contract
Voting Agreements. Each Stockholder(a) Until six (6) months after the date (i) with respect to the KKR Investors’ obligations hereunder, there is no KKR Observer and the KKR Investors no longer have any rights under this Article I to designate any KKR Observer, (ii) with respect to the Vestar Investors’ obligations hereunder, there is no Vestar Observer and the Vestar Investors no longer have any rights under this Article I to designate any Vestar Observer, (iii) with respect to the Centerview Investors’ obligations hereunder, there is no Centerview Observer and the Centerview Investors no longer have any rights under this Article I to designate any Centerview Observer and (iv) with respect to the AlpInvest Investors’ obligations hereunder, of the AlpInvest Termination Event, each KKR Investor, Vestar Investor, Centerview Investor and AlpInvest Investor, respectively, agrees to cause (including, prior to a Distribution In Full, by causing the Shareholder to vote, and the Shareholder agrees to vote) all Voting Securities Beneficially Owned by it to be voted by proxy (returned sufficiently in its capacity as a stockholder advance of the deadline for proxy voting for the Company to have the reasonable opportunity to verify receipt), on or in accordance with the proxy card mailed by the Company to the shareholders of the Company in connection with the solicitation of any proxy (including, if applicable, through the execution of one or more written consents if shareholders of the Company are requested to vote through the execution of an action by written consent in lieu of any such annual or special meeting of shareholders of the Company), agrees that, at any meeting in favor of all those persons nominated to serve as directors of the Company’s stockholders related to the transactions contemplated Company by the Merger Agreement (whether annual Board or special the Nominating and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent Corporate Governance Committee of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall:
(a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose of establishing a quorum;Board.
(b) vote all In the event that any of the Stockholder’s Shares in favor of (or execute and return a written consent Voting Securities Beneficially Owned by it is entitled to more than one vote per share pursuant to the Company Articles, with respect to all of the Stockholder’s Shares to)any other action, proposal or cause all of the Stockholder’s Shares other matter to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated upon by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);
(c) vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders shareholders of the Company (including through action by written consent and for the avoidance of doubt excluding the action described in paragraph (a) above), then each KKR Investor, Vestar Investor, Centerview Investor and AlpInvest Investor, respectively, agrees to adopt the Stockholder Matters take (including, prior to a later date if there are Distribution In Full, by causing the Shareholder to take, and the Shareholder agrees to take) such steps as may be reasonably necessary and practicable to exercise no more than one vote per Voting Security Beneficially Owned by it and shall not sufficient votes certify or otherwise assert to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action Person (on any proxy card or otherwise) that would reasonably be expected it is entitled to (i) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated more than one vote per Voting Security Beneficially Owned by the Merger Agreement, or (ii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreementit.
Appears in 1 contract
Voting Agreements. (a) Each Stockholderof the Current Stockholders hereby agrees that as long as Delaware State Employees' Retirement Fund, Declaration of Trust for Defined Benefit Plans of ICI American Holdings Inc. and Declaration of Trust for Defined Benefit Plans of Zeneca Holdings Inc. (collectively, the "PECKS INVESTORS") beneficially own in its capacity as a stockholder the aggregate at least 4.4 percent of the fully diluted outstanding shares of Common Stock, the Current Stockholders shall take all action within their respective power, including without limitation, the voting of capital stock of the Company, required to cause the Board of Directors of the Company to at all times consist of at least 4 and no more than 7 members, one of whom shall be designated by the Pecks Investors (the "DESIGNEE"). Each of the Current Stockholders agrees that, to vote all of its shares of Common Stock which are outstanding at all meetings of stockholders of the Company (or any written consents in lieu thereof) in which directors are elected in favor of the Designee.
(b) The Company agrees to place on the agenda for its next annual meeting of stockholders, which will take place on or before June 1, 2000 (the Company’s stockholders related "ANNUAL MEETING"), a proposal (the "PROPOSAL") to amend its certificate of incorporation (the "AMENDMENT") to authorize a class of no less than 500,000 shares of non-voting Common Stock of the Company which will be reserved for issuance to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereofInvestor Stockholders in accordance with Section 2(c) and/or in connection with any written consent of the Company’s Convertible Note or Section 3.2 of this Agreement. Furthermore, the Company agrees to recommend to its stockholders related that they vote in favor of, and to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall:
(a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Shares to be counted as present thereat solicit proxies for the purpose of establishing voting in favor of, the Proposal at the Annual Meeting. In furtherance of the foregoing, each of the Current Stockholders agrees to take all actions within their respective power, including without limitation, the voting of all capital stock of the Company, required to approve the Proposal, and following such approval, the Company shall cause the Amendment to be promptly filed with the Secretary of State of the State of Delaware, and the Company will promptly deliver to each Investor Stockholder a quorum;copy of the Amendment, certified by the Secretary of State of the State of Delaware, following its filing therewith.
(bc) vote all Each of the Stockholder’s Shares in favor Current Stockholders hereby agrees that upon the request of (Jack H. Castle, D.D.S. or execute and return a written consent with respect to all of Loretta Castle, the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval of the Acquisition Current Stockholders sha▇▇ ▇▇▇▇ ▇▇▇ ▇▇tion within ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ve power, including without limitation, the other Transactions contemplated by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval voting of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation capital stock of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectivelyCompany, the “Stockholder Matters”);
(c) vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect required to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all exercise its right under Section 2.2 of the Stockholder’s Shares against (or withhold consent with respect Registration Rights Agreement to all cause the registration of the Stockholder’s Shares toRegistrable Securities (as defined in the Registration Agreement), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by the Merger Agreement, or (ii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement.
Appears in 1 contract
Voting Agreements. Each StockholderDuring the period commencing on the date hereof and ending on the earlier to occur of (i) the Effective Time, and (ii) such date and time as the Merger Agreement shall be terminated in its capacity as a stockholder accordance with Articles XI of the CompanyMerger Agreement (whichever earlier, the “Expiration Time”), each Shareholder agrees that, at any meeting of the Company’s stockholders shareholders of the Company or Holdco related to the transactions contemplated by the Merger Agreement (collectively, the “Transactions”) (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders shareholders or later Holdco’s shareholders related to the transactions contemplated by the Merger Agreement Transactions (all such meetings or consents related to the Merger AgreementTransactions, collectively referred to herein as the “Meetings” and each a “Meeting”), such Stockholder shallShareholder shall or shall cause its Vehicle to:
(a) a. when the a Meeting is held, appear at the such Meeting or otherwise cause the Stockholder’s Shareholder Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) b. vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Shareholder Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval transactions contemplated thereby;
c. authorize and approve any amendment to the Organizational Documents of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated Company or Holdco that is deemed necessary or advisable by the Merger Agreement and Company or Holdco for purposes of effecting the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);Transactions; and
(c) d. vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shareholder Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (ix) impede, interfere with, delay, postpone or materially and adversely affect the Initial Merger, the SPAC Merger or any of the transactions contemplated by the Merger Agreementother Transactions, or (iiy) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Company or the Holdco under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Shareholder contained in this Support Agreement.
Appears in 1 contract
Sources: Shareholder Voting and Support Agreement (Aquaron Acquisition Corp.)
Voting Agreements. Each Stockholder, in its capacity as a stockholder of the Company, agrees that, at (a) At any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meetingshareholders of SPAC, however called and including called, or at any adjournment thereof, or postponement thereof) and/or in connection with any written other circumstance in which the vote, consent or other approval of the Company’s stockholders related to shareholders of SPAC is sought, the transactions contemplated by the Merger Agreement Sponsor shall (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall:
(ai) when the Meeting is held, appear at the Meeting each such meeting or otherwise cause all of its Covered Shares entitled to vote that the Stockholder’s Shares Sponsor holds of record or beneficially, as of the date hereof, or acquires record or beneficial ownership of after the date hereof (collectively, the “Subject SPAC Shares”) to be counted as present thereat for the purpose purposes of establishing calculating a quorum;
, (bii) not redeem any Subject SPAC Shares in connection with such meeting and (iii) vote all of the Stockholder’s Shares in favor of (or cause to be voted), or execute and return deliver a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to delivered) covering, all of the Stockholder’s Shares to), Subject SPAC Shares:
(i) the adoption in favor of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the each Transaction Agreements and Proposal;
(ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);
(c) vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting meeting at which there is a proposal for stockholders shareholders of the Company SPAC to approve and adopt the Stockholder Matters Transaction Proposals to a later date if there are not sufficient votes to approve and adopt the proposal described in clause (b) above Transaction Proposals, or if there are not sufficient shares present in person or represented by proxy at such Meeting meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(eiii) vote all against any proposal (A) in opposition to approval of the Stockholder’s Shares against Business Combination Agreement, (B) inconsistent with the Business Combination Agreement or withhold consent with respect the Transactions, (C) relating to all of the Stockholder’s Shares to), any Transaction Proposal or cause all of the Stockholder’s Shares (D) relating to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action or business before such meeting that (1) would reasonably be expected to (i) materially impede, interfere with, delay, postpone or materially and adversely affect the Merger Business Combination or any of the transactions contemplated by other Transactions or result in a breach of any covenant, representation or warranty or other obligation or agreement of SPAC under the Merger Business Combination Agreement, or (ii2) would result in the failure of any condition set forth in Article 7 of the Business Combination Agreement to be satisfied or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Sponsor contained in this Agreement.
(b) The obligations of the Sponsor specified in this Section 1.1 shall apply whether or not the Business Combination or any action described above is recommended by the SPAC Board.
Appears in 1 contract
Sources: Sponsor Letter Agreement (Viking Acquisition Corp I)
Voting Agreements. Each StockholderOn June 26, in its capacity as a stockholder 2024, concurrently with the execution and delivery of the Companymerger agreement, agrees thatCleanSpark entered into a separate voting agreement with each of GRIID Holdings and Adit EdTech. On June 28, at any meeting 2024, certain other stockholders of GRIID, which, together with Adit EdTech, are intended to represent a majority of the Company’s stockholders related to the transactions contemplated outstanding shares of GRIID common stock, excluding shares held by the Merger Agreement (whether annual GRIID Holdings or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall:
(a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇, entered into voting agreements with CleanSpark on the same terms. Pursuant to these voting agreements, GRIID Holdings, Adit Edtech and certain other stockholders of GRIID have agreed, until the other Transactions contemplated by earlier to occur of (i) the Merger Agreement and effective time of the Transaction Agreements and merger, (ii) the adoption date and approval of each other proposal reasonably agreed time the merger agreement is validly terminated pursuant to by Acquiror its terms and (iii) the Company as necessary or appropriate in connection with the consummation termination of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectivelyvoting agreement, which we refer to as the “Stockholder Matters”);
(c) voting agreement expiration time,” among other things to vote all of the Stockholder’s Shares shares of GRIID common stock beneficially owned by them at the time of the GRIID special meeting (or cause the holder of record on any applicable record date to vote such shares): • in favor of (the merger proposal and any adjournment or execute and return a written consent with respect to all postponement of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters GRIID special meeting to a later date if there are not sufficient insufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Mattersmerger proposal; and
(e) vote all of the Stockholder’s Shares • against (or withhold consent with respect any proposal related to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction a GRIID alternative transaction or any other proposal made in opposition to or in connection with the merger or the transactions contemplated by the merger agreement; • against any action or agreement that would reasonably be expected to (i) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by the Merger Agreement, or (ii) result in a breach of any covenant, representation or warranty or other obligation or agreement of GRIID under the Stockholder contained merger agreement; and • against 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 CleanSpark’s, GRIID’s, or Merger Sub’s conditions to closing under the merger agreement or change in any manner the voting rights of any class of shares of GRIID (including any amendments to the GRIID’s organizational documents). As of the date of this Agreementproxy statement/prospectus, stockholders who entered into voting agreements beneficially owned approximately 73% of the outstanding shares of GRIID common stock. Accordingly, unless the voting agreements are terminated in accordance with their terms, the merger proposal will be approved without the need for the affirmative votes of any other stockholders. The voting agreements also prohibit the transfer of such covered shares subject to certain limited exceptions. The voting agreements will terminate on the earliest to occur of (a) the effective time of the merger; (b) the date on which the merger agreement terminates in accordance with its terms; and (c) the termination of the voting agreement by mutual written consent of CleanSpark and GRIID. For a more detailed discussion of the voting agreements, see “The Voting Agreements” beginning on page 96.
Appears in 1 contract
Sources: Merger Agreement
Voting Agreements. Each StockholderSponsor, solely in its capacity as a stockholder shareholder of the CompanySPAC, irrevocably and unconditionally agrees that, during the term of this Agreement, at the extraordinary general meeting, at any other meeting of the Company’s stockholders SPAC Shareholders related to the transactions contemplated by the Merger Agreement Transactions (whether an annual or special extraordinary general meeting and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders SPAC Shareholders related to the transactions contemplated by Transactions (the Merger Agreement (extraordinary general meeting and all other meetings or consents related to the Merger AgreementBCA, collectively referred to herein as the “Meeting”), such Stockholder Sponsor shall:
(a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Shares Sponsor Securities to be counted as present thereat for the purpose of establishing a quorum;
(b) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Shares to be voted Sponsor Securities in favor of (or cause a written consent to be validly executed the BCA and returned with respect to all the Transactions, each of the Stockholder’s Shares to)other SPAC Shareholder Approval Matters, (i) and the adoption adjournment of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as Meeting, if necessary or appropriate desirable in connection with the consummation reasonable determination of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);SPAC; and
(c) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares Sponsor Securities against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (ix) materially impede, interfere with, delay, postpone or materially and adversely affect the Merger Mergers or any of the transactions contemplated by the Merger Agreementother Transactions, or (iiy) result in a breach of any covenant, representation or warranty or other obligation or agreement of SPAC under the Stockholder BCA or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of Sponsor contained in this Agreement; and
(d) vote (or execute and return an action by written consent), or cause to be voted, all of the Sponsor Securities against any Alternative Transaction.
Appears in 1 contract
Sources: Sponsor Support Agreement (Soulpower Acquisition Corp.)
Voting Agreements. Each Stockholder, in his, her or its capacity as a stockholder of the Company, irrevocably and unconditionally covenants and agrees that, (i) at any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement or the Transaction Documents (the “Transactions”), whether annual or special and whether or not an adjourned or postponed meeting, and however called called, and including any adjournment or postponement thereof(ii) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement Transactions (all such meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall, as applicable to such Stockholder:
(a) a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s his, her or its Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) b. vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause all of the Stockholder’s Shares to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of his, her or its Stockholder Shares in favor of (or cause a written consent to be validly executed and returned with respect to all each of the Stockholder’s Shares to), (i) proposals relating to the adoption of Transactions;
c. authorize and approve the Merger Agreement and to the extent the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation any of the transactions contemplated by Company’s stockholders is required or applicable pursuant to the Merger Agreement or the Transaction Agreements Company’s Amended and Restated Certificate of Incorporation (collectively, the “Stockholder MattersCompany Charter”);
(c) vote all d. convert each share of Company Preferred Stock into shares of Company Common Stock in accordance with the terms of the Stockholder’s Shares in favor of Company Charter Article IV, Section B(4)(b)(ii) and the Merger Agreement; and
e. vote (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause all of the Stockholder’s Shares to be voted in favor of at the Meeting (or validly execute and return and cause a written such consent to be validly executed and returned granted with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s his, her or its Stockholder Shares against (or against, and withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (ix) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by Transactions (including as a result of not satisfying any of the conditions to Closing set forth in Section 8.1 or 8.2 of the Merger Agreement), or (iiy) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement, or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of such Stockholder contained in this Support Agreement. Without limiting the foregoing, prior to any valid termination of the Merger Agreement in accordance with 9.1, 9.2, 9.3 or 9.4 thereof, each Stockholder shall take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary under applicable Laws to consummate the Merger and the Transactions and on the terms and subject to the conditions set forth therein. The obligations of such Stockholder specified in this Section 1 shall apply whether or not the Merger, any of the Transactions or any action described above is recommended by the Company’s board of directors.
Appears in 1 contract
Voting Agreements. Each During the period commencing on the date hereof and ending on the earlier to occur of (i) the Effective Time, and (ii) such date and time as the Merger Agreement shall be terminated (whichever earlier, the “Expiration Time”), each Stockholder, in its capacity as a stockholder of the Company, agrees that, at any meeting of the Company’s stockholders related to the transactions Reorganization and the Transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders related to the transactions Reorganization and the Transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall:
(a) a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) b. vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);
(c) vote all of the Stockholder’s Shares in favor of the Merger Agreement, the Reorganization and the Transactions contemplated thereby;
c. authorize and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for purposes of effecting the Reorganization and the Transactions; and
d. vote (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (ix) materially impede, interfere with, delay, postpone or materially and adversely affect the Merger Merger, the Reorganization or any of the transactions contemplated by Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement, Agreement or (iiz) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Support Agreement.
Appears in 1 contract
Sources: Company Stockholder Support Agreement (Mountain Crest Acquisition Corp. IV)
Voting Agreements. Each Stockholder, in its capacity as a stockholder of the Company, agrees that, at any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall:
(a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Stockholder Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to)Mergers, (i) the adoption of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”)thereby;
(c) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Stockholder Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters Merger Agreement to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) authorize and approve any amendment to the Company’s Certificate of Incorporation that is necessary for purposes of effecting the transactions contemplated by the Merger Agreement;
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares toexecute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Stockholder Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve approval any proposal, including the Stockholder Mattersvote required to adopt the Merger Agreement; and
(ef) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares toexecute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Stockholder Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or against any other action that would reasonably be expected to (ix) impede, interfere with, delay, postpone or materially and adversely affect the Merger Mergers or any of the transactions contemplated by the Merger Agreement, or (iiy) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement.
Appears in 1 contract
Sources: Company Stockholder Support Agreement (EdtechX Holdings Acquisition Corp. II)
Voting Agreements. Each StockholderDuring the period commencing on the date hereof and ending on the earlier to occur of (i) the Effective Time, and (ii) such date and time as the Merger Agreement shall be terminated in its capacity as a stockholder accordance with Articles XI of the CompanyMerger Agreement (whichever earlier, the “Expiration Time”), each Shareholder agrees that, at any meeting of the Company’s stockholders shareholders of the Holdco related to the transactions contemplated by the Merger Agreement (collectively, the “Transactions”) (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the CompanyHoldco’s stockholders shareholders related to the transactions contemplated by the Merger Agreement Transactions (all such meetings or consents related to the Merger AgreementTransactions, collectively referred to herein as the “Meetings” and each a “Meeting”), such Stockholder Shareholder shall:
(a) a. when the a Meeting is held, appear at the such Meeting or otherwise cause the Stockholder’s Shareholder Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) b. vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Shareholder Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval transactions contemplated thereby;
c. authorize and approve any amendment to the Organizational Documents of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated Holdco that is deemed necessary or advisable by the Merger Agreement and Holdco for purposes of effecting the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);Transactions; and
(c) d. vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shareholder Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (ix) impede, interfere with, delay, postpone or materially and adversely affect the Initial Merger, the SPAC Merger or any of the transactions contemplated by the Merger Agreementother Transactions, or (iiy) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Holdco under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Shareholder contained in this Support Agreement.
Appears in 1 contract
Voting Agreements. Each Stockholder, in its capacity as a stockholder of the Company, agrees that, at (a) At any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meetingshareholders of Acquiror, however called and including called, or at any adjournment thereof, or postponement thereof) and/or in connection with any written other circumstance in which the vote, consent or other approval of the Company’s stockholders related to shareholders of Acquiror is sought, the transactions contemplated by the Merger Agreement Sponsor shall (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall:
(ai) when the Meeting is held, appear at the Meeting each such meeting or otherwise cause all of its Covered Shares entitled to vote that the Stockholder’s Shares Sponsor holds of record or beneficially, as of the date hereof, or acquires record or beneficial ownership of after the date hereof (collectively, the “Subject Acquiror Shares”) to be counted as present thereat for the purpose purposes of establishing calculating a quorum;
, (bii) not redeem any Subject Acquiror Shares at such meeting and (iii) vote all of the Stockholder’s Shares in favor of (or cause to be voted), or execute and return deliver a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to delivered) covering, all of the Stockholder’s Shares to), Subject Acquiror Shares:
(i) the adoption in favor of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements and each Proposal;
(ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);
(c) vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting meeting at which there is a proposal for stockholders shareholders of the Company Acquiror to approve and adopt the Stockholder Matters Proposals to a later date if there are not sufficient votes to approve and adopt the proposal described in clause (b) above Proposals, or if there are not sufficient shares present in person or represented by proxy at such Meeting meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(eiii) vote all against any proposal (A) in opposition to approval of the Stockholder’s Shares against Merger Agreement, (B) inconsistent with the Merger Agreement or withhold consent with respect the Transactions, (C) relating to all of the Stockholder’s Shares to), any Acquiror Acquisition Proposal or cause all of the Stockholder’s Shares (D) relating to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action or business before such meeting that (1) would reasonably be expected to (i) materially impede, interfere with, delay, postpone or materially and adversely affect the Merger Mergers or any of the transactions contemplated by other Transactions or result in a breach of any covenant, representation or warranty or other obligation or agreement of Acquiror under the Merger Agreement, (2) would result in the failure of any condition set forth in Article IX of the Merger Agreement to be satisfied or (ii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Sponsor contained in this Agreement or (3) would reasonably be expected to result in a breach of Section 7.11 of the Merger Agreement.
(b) The obligations of the Sponsor specified in this Section 1.1 shall apply whether or not the Mergers or any action described above is recommended by the Acquiror Board.
Appears in 1 contract
Sources: Sponsor Support Agreement (Spring Valley Acquisition Corp. II)
Voting Agreements. Each StockholderThe Shareholder agrees with, in its capacity and covenants to, Buyer as a stockholder of the Company, agrees that, at follows:
(a) At any meeting of the Company’s stockholders related shareholders of Seller called to the transactions contemplated by vote upon the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meetingthe Transactions, however called and including at any adjournment or postponement thereof) and/or , or in connection any other circumstances upon which a vote, consent or other approval with any written consent of the Company’s stockholders related respect to the transactions contemplated by the Merger Agreement and the Transactions is sought (all meetings or consents related to the Merger Agreementcollectively, collectively referred to herein as the “Shareholders’ Meeting”), such Stockholder shall:
the Shareholder shall vote (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose of establishing a quorum;
(bvoted) vote all of the StockholderShareholder’s Shares in favor of (or execute and return a written consent with respect to all the approval of the Stockholderterms of the Merger Agreement and each of the Transactions, and shall not grant any proxies to any third party, except where such proxies are expressly directed to vote in favor of the Merger Agreement and the Transactions; provided, however, that if the ownership structure of any of the Shareholder’s Shares to)is such that the Shareholder cannot cause such shares to be voted, or Shareholder shall use all reasonable efforts to cause all of the Stockholder’s Shares such shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all the approval of the Stockholder’s Shares to), (i) the adoption terms of the Merger Agreement and the approval Transactions. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require the Shareholder to vote any shares of Seller Common Stock over which the Acquisition ▇▇▇▇▇▇ Shareholder has or shares voting power solely in a fiduciary capacity on behalf of any Person (as defined in the Merger Agreement). The Shareholder hereby waives all notice and the other Transactions contemplated by publication of notice of any Shareholders’ Meeting to be called or held with respect to the Merger Agreement and the Transaction Agreements and (ii) Transactions. The Shareholder hereby grants the adoption and approval of each other proposal reasonably agreed Buyer an irrevocable proxy, coupled with an interest, to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);
(c) vote all of the StockholderShareholder’s Shares in favor of (or execute the Merger Agreement and return a written consent with respect to all the Transactions, and against any competing proposals; provided, however, that upon the termination of the Stockholder’s Shares to), or cause all Merger Agreement in accordance with Article 11 of the Stockholder’s Shares to Merger Agreement, the Shareholder will automatically be voted released from the irrevocable proxy granted hereunder.
(b) At any Shareholders’ Meeting or in favor of any other circumstances upon which their vote, consent or other approval is sought, the Shareholder shall vote (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (bvoted) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the StockholderShareholder’s Shares against (i) any acquisition proposal, including, without limitation, any merger or withhold consent with respect to all of exchange agreement or merger or exchange (other than the Stockholder’s Shares toMerger Agreement and the Transactions), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or cause all winding up of the Stockholder’s Shares to be voted against or by Seller, or (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for ii) any amendment of Seller’s articles of incorporation or modification of the Company’s Certificate of Incorporation bylaws or Bylaws that other proposal or transaction involving Seller or its Subsidiary, which amendment or other proposal or transaction would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to)in any manner delay, or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere withfrustrate, delay, postpone prevent or materially and adversely affect the Merger or any of the transactions contemplated by nullify the Merger Agreement, or any of the Transactions (each of the foregoing in clauses (i) or (ii) result in above, a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement“Competing Transaction”).
Appears in 1 contract
Voting Agreements. Each StockholderThe Shareholder agrees with, in its capacity and covenants to, SPAH as a stockholder of the Company, agrees that, at any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shallfollows:
(a) when At any meeting of shareholders of FFC called to vote upon the Meeting Merger Agreement and/or the Transactions or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement and/or the Transactions is heldsought (collectively, appear at the Meeting “Shareholders’ Meeting”), the Shareholder shall vote (or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose of establishing a quorum;
(bvoted) vote all of the StockholderShareholder’s Shares in favor of (or execute the Merger Agreement, and return a written consent with respect to all the approval of the Stockholder’s Shares to), or cause all terms thereof and each of the Stockholder’s Shares Transactions, and shall not grant any proxies to be voted any third party, except where such proxies are expressly directed to vote in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval Transactions. The Shareholder hereby waives all notice and publication of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by notice of any Shareholders’ Meeting to be called or held with respect to the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed Transactions. The Shareholder hereby grants SPAH an irrevocable proxy, coupled with an interest, to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);
(c) vote all of the StockholderShareholder’s Shares in favor of the Merger Agreement and the Transactions, and against any competing proposals or other Acquisition Proposal or Acquisition Transaction.
(b) At any meeting of FFC’s shareholders or execute and return a written at any adjournment thereof or in any other circumstances upon which their vote, consent with respect to all of or other approval is sought, the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of Shareholder shall vote (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (bvoted) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the StockholderShareholder’s Shares against (i) any Acquisition Proposal or withhold consent with respect to all of Acquisition Transaction, including, without limitation, any merger, consolidation or exchange agreement or merger or exchange (other than the Stockholder’s Shares toMerger Agreement and the Transactions), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or cause all winding up of the Stockholder’s Shares to be voted against or by FFC, or (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for ii) any amendment of FFC’s articles of incorporation or modification of the Company’s Certificate of Incorporation bylaws or Bylaws that other proposal or transaction involving FFC, which amendment or other proposal or transaction would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to)in any manner delay, or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere withfrustrate, delay, postpone prevent or materially and adversely affect the Merger or any of the transactions contemplated by nullify the Merger Agreement, or any of the Transactions (each of the foregoing in clause (i) or (ii) result in above, a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement“Competing Transaction”).
Appears in 1 contract
Voting Agreements. Each StockholderThe Shareholder agrees with, in its capacity and covenants to, HRB as a stockholder of the Company, agrees that, at any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shallfollows:
(a) when At any meeting of shareholders of SFC called to vote upon the Meeting Merger Agreement and/or the Transactions or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement and/or the Transactions is heldsought (collectively, appear at the Meeting “Shareholders’ Meeting”), the Shareholder shall vote (or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose of establishing a quorum;
(bvoted) vote all of the StockholderShareholder’s Shares in favor of (or execute the Merger Agreement, and return a written consent with respect to all the approval of the Stockholder’s Shares to), or cause all terms thereof and each of the Stockholder’s Shares Transactions, and shall not grant any proxies to be voted any third party, except where such proxies are expressly directed to vote in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval Transactions. The Shareholder hereby waives all notice and publication of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by notice of any Shareholders’ Meeting to be called or held with respect to the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed Transactions. The Shareholder hereby grants HRB an irrevocable proxy, coupled with an interest, to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);
(c) vote all of the StockholderShareholder’s Shares in favor of (the Merger Agreement and the Transactions, and against any competing proposals or execute and return a written consent with respect to all “Takeover Proposal” as defined in Section 5.5 of the StockholderMerger Agreement.
(b) At any meeting of SFC’s Shares to)shareholders or at any adjournment thereof or in any other circumstances upon which their vote, consent or cause all of other approval is sought, the Stockholder’s Shares to be voted in favor of Shareholder shall vote (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (bvoted) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the StockholderShareholder’s Shares against (i) any competing proposals or withhold consent with respect to all of Takeover Proposal, including, without limitation, any merger, consolidation or exchange agreement or merger or exchange (other than the Stockholder’s Shares toMerger Agreement and the Transactions), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or cause all winding up of the Stockholder’s Shares to be voted against or by SFC, or (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for ii) any amendment of SFC’s articles of incorporation or modification of the Company’s Certificate of Incorporation bylaws or Bylaws that other proposal or transaction involving SFC, which amendment or other proposal or transaction would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to)in any manner delay, or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere withfrustrate, delay, postpone prevent or materially and adversely affect the Merger or any of the transactions contemplated by nullify the Merger Agreement, or any of the Transactions (each of the foregoing in clause (i) or (ii) result in above, a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement“Competing Transaction”).
Appears in 1 contract
Voting Agreements. Each StockholderThe Shareholder agrees with, in its capacity and covenants to, Buyer as a stockholder of the Company, agrees that, at any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shallfollows:
(a) when At any meeting of shareholders of Seller called to vote upon the Meeting Merger Agreement and/or the Transactions or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement and/or the Transactions is heldsought (collectively, appear at the Meeting “Shareholders’ Meeting”), the Shareholder shall vote (or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose of establishing a quorum;
(bvoted) vote all of the StockholderShareholder’s Shares in favor of (or execute the execution and return a written consent with respect to all delivery by Seller of the Stockholder’s Shares to)Merger Agreement, or cause all and the approval of the Stockholder’s terms thereof and each of the Transactions; provided however, that nothing in this Agreement shall be deemed to require the Shareholder to vote any Shares over which he has or shares voting power solely in a fiduciary capacity on behalf of any Person other than the Seller if the Shareholder determines in good faith that such a vote would cause a breach of fiduciary duties to be voted such other Person. The Shareholder shall not grant any proxies to any third party, except where such proxies are expressly directed to vote in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval Transactions. The Shareholder hereby waives all notice and publication of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by notice of any Shareholders’ Meeting to be called or held with respect to the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed Transactions. The Shareholder hereby grants Buyer an irrevocable proxy, coupled with an interest, to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);
(c) vote all of the StockholderShareholder’s Shares in favor of (the Merger Agreement and the Transactions, and against any competing proposals or execute and return a written consent with respect to all other Acquisition Proposals or Acquisition Transactions; provided, however, that upon the payment of the Stockholder’s Shares to), or cause all termination fee by the Buyer in accordance with Section 9.3(a) of the StockholderMerger Agreement, the Shareholder will automatically be released from the irrevocable proxy granted hereunder.
(b) At any meeting of Seller’s Shares to be voted shareholders or at any adjournment thereof or in favor of any other circumstances upon which their vote, consent or other approval is sought, the Shareholder shall vote (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (bvoted) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the StockholderShareholder’s Shares against (i) any Acquisition Proposal or withhold consent with respect to all of Acquisition Transaction, including, without limitation, any merger, consolidation or exchange agreement or merger or exchange (other than the Stockholder’s Shares toMerger Agreement and the Transactions), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or cause all winding up of the Stockholder’s Shares to be voted against or by Seller, or (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for ii) any amendment of Seller’s articles of incorporation or modification of the Company’s Certificate of Incorporation bylaws or Bylaws that other proposal or transaction involving Seller, which amendment or other proposal or transaction would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to)in any manner delay, or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere withfrustrate, delay, postpone prevent or materially and adversely affect the Merger or any of the transactions contemplated by nullify the Merger Agreement, or any of the Transactions (each of the foregoing in clause (i) or (ii) result in above, a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement“Competing Transaction”).
Appears in 1 contract
Voting Agreements. Each StockholderThe Shareholder agrees with, in its capacity and covenants to, Carolina Financial as a stockholder of the Company, agrees that, at any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shallfollows:
(a) when At any meeting of shareholders of First South called to vote upon the Meeting Merger Agreement and/or the Transactions or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement and/or the Transactions is heldsought (collectively, appear at the Meeting “Shareholders’ Meeting”), the Shareholder shall vote (or otherwise cause to be voted) all of the StockholderSolely-Owned Shares which are outstanding, and shall use Shareholder’s best efforts to cause to be voted all of the Co-Owned Shares which are outstanding, in favor of the execution and delivery by First South of the Merger Agreement, and the approval of the terms thereof and each of the Transactions. The Shareholder shall not grant any proxies for the Shareholder’s Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) any third party, except where such proxies are expressly directed to vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval Transactions. The Shareholder hereby waives all notice and publication of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by notice of any Shareholders’ Meeting to be called or held with respect to the Merger Agreement and the Transaction Agreements Transactions.
(b) At any meeting of First South’s shareholders or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, the Shareholder shall vote (or cause to be voted) the Solely-Owned Shares, and shall use Shareholder’s best efforts to cause to be voted the Co-Owned Shares, against (i) any Acquisition Proposal or Acquisition Transaction, or (ii) the adoption and approval any amendment of each First South’s articles of incorporation or bylaws or other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectivelytransaction involving First South, the “Stockholder Matters”);
(c) vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation other proposal or Bylaws that transaction would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to)in any manner delay, or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere withfrustrate, delay, postpone prevent or materially and adversely affect the Merger or any of the transactions contemplated by nullify the Merger Agreement, or any of the Transactions (each of the foregoing in clause (i) or (ii) result in above, a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement“Competing Transaction”).
Appears in 1 contract
Voting Agreements. Each Stockholder(a) At any meeting of the stockholders of the Company, however called, or at any adjournment thereof, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought, the Stockholder agrees, solely in his, her or its capacity as a stockholder of the Company, agrees that, at any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereofi) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall:
(a) when the Meeting is held, appear at the Meeting each such meeting or otherwise cause all of his, her or its Owned Shares and all of his, her or its Covered Shares entitled to vote that the Stockholder’s Shares Stockholder holds of record or beneficially, as of the date hereof, or acquires record or beneficial ownership of after the date hereof (collectively, the “Subject Company Shares”) to be counted as present thereat for the purpose purposes of establishing calculating a quorum;
, and (bii) vote all of the Stockholder’s Shares in favor of (or cause to be voted), or execute and return deliver a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to delivered) covering, all of the Stockholder’s Shares to), Subject Company Shares:
(i) in favor of the Mergers and the adoption of the Merger Agreement and any other matters necessary or reasonably requested by the approval Company for consummation of the Acquisition ▇▇▇▇▇▇ Mergers and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements and Transactions;
(ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);
(c) vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting meeting at which there is a proposal for stockholders shareholders of the Company to approve and adopt the Stockholder Matters Merger Agreement and the Transactions, to a later date if there are not sufficient votes to approve and adopt the proposal described in clause (b) above foregoing, or if there are not sufficient shares present in person or represented by proxy at such Meeting meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(eiii) vote all against any proposal (A) in opposition to approval of the Stockholder’s Shares against Merger Agreement, (B) inconsistent with the Merger Agreement or withhold consent with respect the Transactions, (C) relating to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction Acquisition Proposal or (D) relating to any other action or business before such meeting that (1) would reasonably be expected to (i) materially impede, interfere with, delay, postpone or materially and adversely affect the Merger Mergers or any of the transactions contemplated by other Transactions or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement, (2) would result in the failure of any condition set forth in Article IX of the Merger Agreement to be satisfied or (ii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement or (3) would reasonably be expected to result in a breach of Section 7.11 of the Merger Agreement.
(b) The obligations of the Stockholder specified in this Section 1.1 shall apply whether or not the Mergers or any action described above is recommended by the Company Board.
Appears in 1 contract
Sources: Voting and Support Agreement (Spring Valley Acquisition Corp. II)
Voting Agreements. Each StockholderStockholder severally agrees with, and covenants to, Parent and Merger Sub that, during the Term (as defined in its capacity as a stockholder SECTION 8 below) of the Company, agrees thatthis Agreement, at any meeting of stockholders of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual Company or special and whether or not an adjourned or postponed meeting, however called and including at any adjournment thereof or postponement thereofin any other circumstances upon which a vote, consent or other approval (including by written consent) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”)is sought, such Stockholder shall:
, including by executing a written consent solicitation if requested by Parent or Merger Sub, vote (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Shares to be counted as present thereat for voted) the purpose of establishing a quorum;
(b) vote all of the Stockholder’s Subject Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption by the Company of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ terms thereof and each of the other Transactions transactions expressly contemplated by the Merger Agreement and Agreement. Notwithstanding the Transaction Agreements and (ii) foregoing, if at the adoption and approval time of each other proposal reasonably agreed to by Acquiror and the Company as necessary Stockholders' Meeting the Company has accepted a Superior Proposal or appropriate in connection with the consummation board of directors of the transactions contemplated by Company has withdrawn, modified or changed its recommendation of the Merger Agreement or the Transaction Agreements (collectivelyMerger in a manner adverse to Parent, the “Stockholder Matters”);
(c) each Stockholder's obligation under this Agreement to vote all of the Stockholder’s Subject Shares in favor of (or execute and return a written consent with respect to all the adoption by the Company of the Stockholder’s Shares to), or cause all Merger Agreement and approval of the Stockholder’s terms thereof shall be automatically modified so that the number of Subject Shares (other than the Series H Preferred Stock which shall not be affected by this sentence) which such Stockholder shall be so obligated to be voted vote in favor of (or cause a written consent to be validly executed and returned with respect to all such matters shall equal the product of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders (x) 25% of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve Depositary Shares issued and outstanding on the record date (the "RECORD DATE") for the Company Stockholders' Meeting and (y) a fraction, the numerator of which is the number of Depositary Shares issued and beneficially owned by such Stockholder Matters; and
on the Record Date and 4 the denominator of which is all Depositary Shares issued and beneficially owned (ewithout duplication) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by the Merger Agreement, or (ii) result in a breach of any covenant, representation or warranty or other obligation or agreement of Stockholders on the Stockholder contained in this AgreementRecord Date.
Appears in 1 contract
Voting Agreements. Each StockholderThe Shareholder agrees with, in its capacity and covenants to, Buyer as a stockholder of the Company, agrees that, at follows:
(a) At any meeting of the Company’s stockholders related shareholders of Seller called to the transactions contemplated by vote upon the Merger Agreement (whether annual or special Agreement, the Merger and whether or not an adjourned or postponed meetingthe Transactions, however called and including at any adjournment or postponement thereof) and/or , or in connection any other circumstances upon which a vote, consent or other approval with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related respect to the Merger Agreement, collectively referred to herein as the Merger and the Transactions is sought (collectively, the “Shareholders’ Meeting”), such Stockholder shall:
the Shareholder shall vote (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose of establishing a quorum;
(bvoted) vote all of the StockholderShareholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by terms of the Merger Agreement Agreement, the Merger and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectivelyTransactions, the “Stockholder Matters”);
(c) and shall not grant any proxies to any third party, except where such proxies are expressly directed to vote all of the Stockholder’s Shares in favor of (the Merger Agreement, the Merger and the Transactions. The Shareholder hereby waives all notice and publication of notice of any Shareholders’ Meeting to be called or execute and return a written consent held with respect to all of the Stockholder’s Shares to)Merger Agreement, the Merger and the Transactions.
(b) At any Shareholders’ Meeting or cause all of in any other circumstances upon which their vote, consent or other approval is sought, the Stockholder’s Shares to be voted in favor of Shareholder shall vote (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (bvoted) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the StockholderShareholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to)i) any acquisition proposal, or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to)including, without limitation, any proposal for any amendment merger or modification of the Company’s Certificate of Incorporation exchange agreement or Bylaws that would change the voting rights merger or the number of votes required to approve the Stockholder Matters; and
exchange (e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by than the Merger Agreement, the Merger and the Transactions), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Seller; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Seller contained in the Stockholder Merger Agreement or of Shareholder contained in this Agreement; and (iii) any amendment of Seller’s articles of incorporation or bylaws or other proposal or transaction involving Seller or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger Agreement, or any of the Transactions, other than an amendment or other proposal or transaction required by a Regulatory Authority or other Governmental Authority (each of the foregoing in clauses (i), (ii) or (iii) above, a “Competing Transaction”). Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of Seller, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Seacoast Banking Corp of Florida)
Voting Agreements. Each Stockholder, in its capacity Shareholder hereby covenants and agrees as a stockholder of the Company, agrees that, at follows:
(a) At any meeting of the Company’s stockholders related shareholders of Company called to the transactions contemplated by vote upon the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meetingthe Merger, however called and including at any adjournment or postponement thereof) and/or , or in connection any other circumstances upon which a vote, consent or other approval with any written consent of the Company’s stockholders related respect to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreementis sought (collectively, collectively referred to herein as the “Shareholders’ Meeting”), such Stockholder shall:
Shareholder shall vote (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose of establishing a quorum;
(bvoted) vote all of the StockholderShareholder’s Shares in favor of (or execute and return a written consent with respect to all the approval of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption terms of the Merger Agreement and the approval Merger, and shall not grant any proxies to any third party, except where such proxies are expressly directed to vote in favor of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements Merger. Shareholder hereby waives all notice and (ii) the adoption and approval publication of each other proposal reasonably agreed notice of any Shareholders’ Meeting to by Acquiror and the Company as necessary be called or appropriate in connection held with the consummation of the transactions contemplated by respect to the Merger Agreement or and the Transaction Agreements (collectively, the “Stockholder Matters”);Merger.
(cb) vote all At any Shareholders’ Meeting or in any other circumstances in which the vote, consent or other approval of the StockholderCompany’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to)Shareholders is sought, or cause all of the Stockholder’s Shares to be voted in favor of Shareholder shall vote (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (bvoted) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the StockholderShareholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by the Merger Agreement, or Acquisition Proposal; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Company contained in the Stockholder Merger Agreement or of Shareholder contained in this Agreement; and (iii) any amendment of Company’s articles of incorporation or bylaws or other proposal or transaction involving Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger Agreement, or any of the Transactions (each of the foregoing in clauses (i), (ii) or (iii) above, a “Competing Transaction”).
(c) Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of Company, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.
Appears in 1 contract
Sources: Voting and Support Agreement (United Community Banks Inc)
Voting Agreements. Each StockholderThe Shareholder agrees with, in its capacity and covenants to, GFH as a stockholder of the Company, agrees that, at any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shallfollows:
(a) when At any meeting of shareholders of HRB called to vote upon the Meeting Merger Agreement and/or the Transactions or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement and/or the Transactions is heldsought ( collectively, appear at the Meeting “Shareholders’ Meeting”), the Shareholder shall vote (or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose of establishing a quorum;
(bvoted) vote all of the StockholderShareholder’s Shares in favor of (or execute the Merger Agreement, and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all the approval of the Stockholder’s Shares to)terms thereof and each of the Transactions, (i) the adoption and shall not grant any proxies to any third party, except where such proxies are expressly directed to vote in favor of the Merger Agreement and the approval Transactions. The Shareholder hereby waives all notice and publication of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by notice of any Shareholders’ Meeting to be called or held with respect to the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed Transactions. The Shareholder hereby grants GFH an irrevocable proxy, coupled with an interest, to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);
(c) vote all of the StockholderShareholder’s Shares in favor of the Merger Agreement and the Transactions.
(b) At any meeting of HRB’s shareholders or execute and return a written at any adjournment thereof or in any other circumstances upon which their vote, consent with respect to all of or other approval is sought, the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of Shareholder shall vote (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (bvoted) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the StockholderShareholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment of HRB’s articles of incorporation or modification of the Company’s Certificate of Incorporation bylaws or Bylaws that other proposal or transaction involving HRB, which amendment or other proposal or transaction would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to)in any manner delay, or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere withfrustrate, delay, postpone prevent or materially and adversely affect the Merger or any of the transactions contemplated by nullify the Merger Agreement, or any of the Transactions (each of the foregoing in clause (i) or (ii) result in above, a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement“Competing Transaction”).
Appears in 1 contract
Voting Agreements. Each StockholderSupporter, in its such Supporter’s capacity as a stockholder of the CompanyPurchaser, agrees that, during the term of this Agreement, at the Purchaser Stockholder Meeting, at any other meeting of the CompanyPurchaser’s stockholders related to the transactions contemplated by the Merger Purchase Agreement (the “Transactions”) (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or and in connection with any written consent of the CompanyPurchaser’s stockholders related to the transactions contemplated by the Merger Purchase Agreement (the Purchaser Stockholder Meeting and all other meetings or consents related to the Merger Purchase Agreement, collectively referred to herein as the “Meeting”), such Stockholder Supporter shall:
(a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Supporter Shares owned by such Supporter to be counted as present thereat for the purpose of establishing a quorum;
(b) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Supporter Shares to be voted owned by such Supporter in favor of (or cause a written consent to be validly executed and returned with respect to all each of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);Purchaser Proposals; and
(c) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Supporter Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented owned by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares Supporter against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (ix) impede, interfere with, delay, postpone or materially and adversely affect the Merger Acquisition or any of the transactions contemplated by the Merger AgreementTransactions, or (iiy) result in a breach of any covenant, representation or warranty or other obligation or agreement of Purchaser under the Stockholder Purchase Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of such Supporter contained in this Agreement.
Appears in 1 contract
Sources: Purchaser Support Agreement (Global Consumer Acquisition Corp)
Voting Agreements. Each During the period commencing on the date hereof and ending on the earlier to occur of (a) the consummation of the Transactions, and (b) such date and time as the BCA shall be terminated in accordance with Section 10.1 thereof (the “Expiration Time”), each Stockholder, in its capacity as a stockholder of the CompanySPAC, agrees that, at the Special Meeting, at any other meeting of the Company’s stockholders SPAC Shareholders related to the transactions contemplated by the Merger Agreement BCA (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or and in connection with any written consent of the Company’s stockholders SPAC Shareholders related to the transactions contemplated by the Merger Agreement BCA (the Special Meeting and all other meetings or consents related to the Merger AgreementBCA, collectively referred to herein as the “Meeting”), such Stockholder the Sponsor shall:
(a) a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) b. vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);
(c) vote all of the Stockholder’s Shares in favor of each of the SPAC Shareholder Matters; and
c. vote (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (ix) materially impede, interfere with, delay, postpone or materially and adversely affect the SPAC Merger or any of the transactions contemplated by Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of SPAC under the Merger Agreement, BCA or (iiz) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Sponsor contained in this Support Agreement. The obligations of the Stockholders specified in this Section 1 shall apply whether or not the SPAC Merger or any action described above is recommended by SPAC Board.
Appears in 1 contract
Sources: Sponsor Support Agreement (Mountain Crest Acquisition Corp. V)
Voting Agreements. Each StockholderThe Shareholder agrees with, in its capacity and covenants to, Parent as a stockholder of the Company, agrees that, at any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shallfollows:
(a) when At any meeting of shareholders of Cornerstone called to vote upon the Meeting Merger Agreement and/or the Transactions or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement and/or the Transactions is heldsought (collectively, appear at the Meeting “Shareholders’ Meeting”), the Shareholder shall vote (or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose of establishing a quorum;
(bvoted) vote all of the StockholderShareholder’s Shares in favor of (or execute and return a written consent with respect to all approval of the Stockholder’s Shares to)Merger Agreement, or cause all and the approval of the Stockholder’s Shares terms thereof and each of the Transactions. The Shareholder shall not grant any proxies to be voted any third party, except where such proxies are expressly directed to vote in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval Transactions. The Shareholder hereby waives all notice and publication of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by notice of any Shareholders’ Meeting to be called or held with respect to the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed Transactions. The Shareholder hereby grants Parent an irrevocable proxy, coupled with an interest, to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);
(c) vote all of the StockholderShareholder’s Shares in favor of (the Merger Agreement and the Transactions, and against any competing proposals or execute and return a written consent with respect to all other Acquisition Proposals or Acquisition Transactions; provided, however, that upon the payment of the Stockholder’s Shares to), or cause all termination fee by the Parent in accordance with Section 9.3(a) of the StockholderMerger Agreement, the Shareholder will automatically be released from the irrevocable proxy granted hereunder.
(b) At any meeting of Cornerstone’s Shares to be voted shareholders or at any adjournment thereof or in favor of any other circumstances upon which their vote, consent or other approval is sought, the Shareholder shall vote (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (bvoted) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the StockholderShareholder’s Shares against (i) any Acquisition Proposal or withhold consent with respect to all of Acquisition Transaction, including, without limitation, any merger, consolidation or exchange agreement or merger or exchange (other than the Stockholder’s Shares toMerger Agreement and the Transactions), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or cause all winding up of the Stockholder’s Shares to be voted against or by Cornerstone, or (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for ii) any amendment of Cornerstone’s articles of incorporation or modification of the Company’s Certificate of Incorporation bylaws or Bylaws that other proposal or transaction involving Cornerstone, which amendment or other proposal or transaction would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to)in any manner delay, or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere withfrustrate, delay, postpone prevent or materially and adversely affect the Merger or any of the transactions contemplated by nullify the Merger Agreement, or any of the Transactions (each of the foregoing in clause (i) or (ii) result in above, a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement“Competing Transaction”).
Appears in 1 contract
Voting Agreements. Each StockholderThe Shareholder agrees with, in its capacity and covenants to, HRB as a stockholder of the Company, agrees that, at any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shallfollows:
(a) when At any meeting of shareholders of GFH called to vote upon the Meeting Merger Agreement and/or the Transactions or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement and/or the Transactions is heldsought (collectively, appear at the Meeting “Shareholders’ Meeting”), the Shareholder shall vote (or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose of establishing a quorum;
(bvoted) vote all of the StockholderShareholder’s Shares in favor of (or execute the Merger Agreement, and return a written consent with respect to all the approval of the Stockholder’s Shares to), or cause all terms thereof and each of the Stockholder’s Shares Transactions, and shall not grant any proxies to be voted any third party, except where such proxies are expressly directed to vote in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval Transactions. The Shareholder hereby waives all notice and publication of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by notice of any Shareholders’ Meeting to be called or held with respect to the Merger Agreement and the Transaction Agreements Transactions and agrees that he will not exercise any dissenters rights (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation any GFH Preferred Shares he may own) under Sections 55-13-01 through 55-13-31 of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectivelyNorth Carolina Business Corporation Act. The Shareholder hereby grants HRB an irrevocable proxy, the “Stockholder Matters”);
(c) coupled with an interest, to vote all of the StockholderShareholder’s Shares in favor of (the Merger Agreement and the Transactions, and against any competing proposals or execute and return a written consent with respect to all “Takeover Proposal” as defined in Section 5.5 of the StockholderMerger Agreement.
(b) At any meeting of GFH’s Shares to)shareholders or at any adjournment thereof or in any other circumstances upon which their vote, consent or cause all of other approval is sought, the Stockholder’s Shares to be voted in favor of Shareholder shall vote (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (bvoted) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the StockholderShareholder’s Shares against (i) any competing proposals or withhold consent with respect to all of Takeover Proposal, including, without limitation, any merger, consolidation or exchange agreement or merger or exchange (other than the Stockholder’s Shares toMerger Agreement and the Transactions), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or cause all winding up of the Stockholder’s Shares to be voted against or by GFH, or (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for ii) any amendment of GFH’s articles of incorporation or modification of the Company’s Certificate of Incorporation bylaws or Bylaws that other proposal or transaction involving GFH, which amendment or other proposal or transaction would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to)in any manner delay, or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere withfrustrate, delay, postpone prevent or materially and adversely affect the Merger or any of the transactions contemplated by nullify the Merger Agreement, or any of the Transactions (each of the foregoing in clause (i) or (ii) above, a “Competing Transaction”).
(c) Effective as of the date of the consummation of the Merger, the Shareholder hereby (i) waives any indemnification rights and (ii) covenants not to assert any claim for indemnification to which he may be entitled as a result in of having served as an officer or director of GFH or any of its direct or indirect Subsidiaries (including, but not limited to, Gateway Bank & Trust Co.) with respect to acts, omissions or any other matter occurring or arising on or prior to the consummation of the Merger, whether asserted or claimed prior to at or after the consummation of the Merger. Shareholder will indemnify HRB against any liability or expense HRB incurs as a breach result of any covenant, representation or warranty or other obligation or agreement breach by Shareholder of the Stockholder contained in this AgreementSection 2(c).
Appears in 1 contract
Voting Agreements. Each Stockholder(a) At any meeting of the stockholders of the Company, however called, or at any adjournment thereof, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought, the Stockholder agrees, solely in his, her or its capacity as a stockholder of the Company, agrees that, at any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereofi) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall:
(a) when the Meeting is held, appear at the Meeting each such meeting or otherwise cause all of his, her or its Owned Shares and all of his, her or its Covered Shares entitled to vote that the Stockholder’s Shares Stockholder holds of record or beneficially, as of the date hereof, or acquires record or beneficial ownership of after the date hereof (collectively, the “Subject Company Shares”) to be counted as present thereat for the purpose purposes of establishing calculating a quorum;
, and (bii) vote all of the Stockholder’s Shares in favor of (or cause to be voted), or execute and return deliver a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to delivered) covering, all of the Stockholder’s Shares to), Subject Company Shares:
(i) in favor of the Merger and the adoption of the Merger Agreement and any other matters necessary or reasonably requested by the approval Company for consummation of the Acquisition ▇▇▇▇▇▇ Merger and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements and Transactions;
(ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);
(c) vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting meeting at which there is a proposal for stockholders shareholders of the Company to approve and adopt the Stockholder Matters Merger Agreement and the Transactions, to a later date if there are not sufficient votes to approve and adopt the proposal described in clause (b) above foregoing, or if there are not sufficient shares present in person or represented by proxy at such Meeting meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(eiii) vote all against any proposal (A) in opposition to approval of the Stockholder’s Shares against Merger Agreement, (B) inconsistent with the Merger Agreement or withhold consent with respect the Transactions, (C) relating to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction Acquisition Proposal or (D) relating to any other action or business before such meeting that (1) would reasonably be expected to (i) materially impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by other Transactions or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement, (2) would result in the failure of any condition set forth in Article IX of the Merger Agreement to be satisfied or (ii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement or (3) would reasonably be expected to result in a breach of Section 7.11 of the Merger Agreement.
(b) The obligations of the Stockholder specified in this Section 1.1 shall apply whether or not the Merger or any action described above is recommended by the Company Board.
Appears in 1 contract
Sources: Voting and Support Agreement (Spring Valley Acquisition Corp. II)
Voting Agreements. Each StockholderThe Shareholder agrees with, in its capacity and covenants to, GFH as a stockholder of the Company, agrees that, at any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shallfollows:
(a) when At any meeting of shareholders of HRB called to vote upon the Meeting Merger Agreement and/or the Transactions or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement and/or the Transactions is heldsought (collectively, appear at the Meeting “Shareholders’ Meeting”), the Shareholder shall vote (or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose of establishing a quorum;
(bvoted) vote all of the StockholderShareholder’s Shares in favor of (or execute the Merger Agreement, and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all the approval of the Stockholder’s Shares to)terms thereof and each of the Transactions, (i) the adoption and shall not grant any proxies to any third party, except where such proxies are expressly directed to vote in favor of the Merger Agreement and the approval Transactions. The Shareholder hereby waives all notice and publication of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by notice of any Shareholders’ Meeting to be called or held with respect to the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed Transactions. The Shareholder hereby grants GFH an irrevocable proxy, coupled with an interest, to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);
(c) vote all of the StockholderShareholder’s Shares in favor of the Merger Agreement and the Transactions.
(b) At any meeting of HRB’s shareholders or execute and return a written at any adjournment thereof or in any other circumstances upon which their vote, consent with respect to all of or other approval is sought, the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of Shareholder shall vote (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (bvoted) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the StockholderShareholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment of HRB’s articles of incorporation or modification of the Company’s Certificate of Incorporation bylaws or Bylaws that other proposal or transaction involving HRB, which amendment or other proposal or transaction would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to)in any manner delay, or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere withfrustrate, delay, postpone prevent or materially and adversely affect the Merger or any of the transactions contemplated by nullify the Merger Agreement, or any of the Transactions (each of the foregoing in clause (i) or (ii) result in above, a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement“Competing Transaction”).
Appears in 1 contract
Voting Agreements. Each StockholderThe Shareholder agrees with, in its capacity and covenants to, Buyer as a stockholder of the Company, agrees that, at follows:
(a) At any meeting of the Company’s stockholders related shareholders of Apollo Bank called to the transactions contemplated by vote upon the Merger Agreement (whether annual or special Agreement, the Merger and whether or not an adjourned or postponed meetingthe Transactions, however called and including at any adjournment or postponement thereof) and/or , or in connection any other circumstances upon which a vote, consent or other approval with any written consent of the Company’s stockholders related respect to the transactions contemplated by the Merger Agreement (including the Bank Merger Agreement), the Merger and the Transactions is sought (collectively, the “Shareholders’ Meeting”), the Shareholder shall vote (or cause to be voted) all meetings of the Shareholder’s Shares in favor of the approval of the terms of the Merger Agreement (including the Bank Merger Agreement), the Merger and each of the Transactions, and shall not grant any proxies to any third party, except where such proxies are expressly directed to vote in favor of the Merger Agreement, the Merger and the Transactions. The Shareholder hereby waives all notice and publication of notice of any Shareholders’ Meeting to be called or consents related held with respect to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall:
(a) when Merger and the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose of establishing a quorum;Transactions.
(b) At any Shareholders’ Meeting or in any other circumstances upon which their vote, consent or other approval is sought, the Shareholder shall vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (ivoted) the adoption of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);
(c) vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the StockholderShareholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to)i) any acquisition proposal, or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to)including, without limitation, any proposal for any amendment merger or modification of the Company’s Certificate of Incorporation exchange agreement or Bylaws that would change the voting rights merger or the number of votes required to approve the Stockholder Matters; and
exchange (e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by than the Merger Agreement, the Merger and the Transactions), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Apollo Bank; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Apollo Bank contained in the Stockholder Merger Agreement or of Shareholder contained in this Agreement; and (iii) any amendment of Apollo Bank’s articles of incorporation or bylaws or other proposal or transaction involving Apollo Bank or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger Agreement, or any of the Transactions, other than an amendment or other proposal or transaction required by a regulatory authority or other Governmental Authority (each of the foregoing in clauses (i), (ii) or (iii) above, a “Competing Transaction”). Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of Apollo Bank, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.
Appears in 1 contract
Sources: Merger Agreement (Seacoast Banking Corp of Florida)
Voting Agreements. Each StockholderSupporter, in its such Supporter’s capacity as a stockholder of the CompanyRedwoods, agrees that, during the term of this Agreement, at any the special meeting of the CompanyRedwoods’s stockholders related (the “Redwoods Special Meeting”) to be called and held in connection with the transactions contemplated by the Merger Agreement (the “Transactions”), or at any other meeting of Redwoods’s stockholders called and held for such purpose (whether annual regular or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or ), and in connection with any written consent of the CompanyRedwoods’s stockholders related to the transactions contemplated by the Merger Agreement (Redwoods Special Meeting and all other meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder Supporter shall:
(a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Supporter Shares owned by such Supporter to be counted as present thereat for the purpose of establishing a quorum;
(b) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Supporter Shares to be voted owned by such Supporter in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the each Required Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);Proposal; and
(c) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Supporter Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented owned by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares Supporter against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (ix) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by the Merger AgreementTransactions, or (iiy) result in a breach of any covenant, representation or warranty or other obligation or agreement of Redwoods or Merger Sub under the Stockholder Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of such Supporter contained in this Agreement.
Appears in 1 contract
Sources: Sponsor Support Agreement (Redwoods Acquisition Corp.)
Voting Agreements. Each StockholderThe Shareholder agrees with, in its capacity and covenants to, Buyer as a stockholder of the Company, agrees that, at any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shallfollows:
(a) when At any meeting of shareholders of Seller called to vote upon the Meeting Merger Agreement and/or the Transactions or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement and/or the Transactions is heldsought (collectively, appear at the Meeting “Shareholders’ Meeting”), the Shareholder shall vote (or otherwise cause to be voted) all of the StockholderSolely-Owned Shares which are outstanding, and shall use Shareholder’s best efforts to cause to be voted all of the Co-Owned Shares which are outstanding, in favor of the execution and delivery by Seller of the Merger Agreement, and the approval of the terms thereof and each of the Transactions. The Shareholder shall not grant any proxies for the Shareholder’s Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) any third party, except where such proxies are expressly directed to vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval Transactions. The Shareholder hereby waives all notice and publication of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by notice of any Shareholders’ Meeting to be called or held with respect to the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed Transactions. The Shareholder hereby grants Buyer an irrevocable proxy, coupled with an interest, to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);
(c) vote all of the Stockholder’s Solely-Owned Shares in favor of the Merger Agreement and the Transactions, and against any competing proposals or other Acquisition Proposals or Acquisition Transactions; provided, however, that upon the termination of the Merger Agreement in accordance with its terms, the Shareholder will automatically be released from the irrevocable proxy granted hereunder.
(b) At any meeting of Seller’s shareholders or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, the Shareholder shall vote (or execute cause to be voted) the Solely-Owned Shares, and return a written consent with respect shall use Shareholder’s best efforts to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to)Co-Owned Shares, any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) any Acquisition Proposal or Acquisition Transaction, or (ii) any amendment of Seller’s articles of incorporation or bylaws or other proposal or transaction involving Seller, which amendment or other proposal or transaction would in any manner delay, impede, interfere withfrustrate, delay, postpone prevent or materially and adversely affect the Merger or any of the transactions contemplated by nullify the Merger Agreement, or any of the Transactions (each of the foregoing in clause (i) or (ii) result in above, a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement“Competing Transaction”).
Appears in 1 contract
Voting Agreements. Each Stockholder, in its capacity as a stockholder of the Company, agrees that, at (a) At any meeting of shareholders of Frontstep called to vote upon the Company’s stockholders related Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought (the "SHAREHOLDERS' MEETING"), the Shareholder shall vote (or cause to be voted) the Shareholder's Shares in favor of the Merger, the execution and delivery by Frontstep of the Merger Agreement, and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to reduce the consideration payable in the Merger to a lesser amount of MAPICS Common Stock.
(whether annual b) At any meeting of shareholders of Frontstep or special and whether or not an adjourned or postponed meeting, however called and including at any adjournment thereof or postponement thereofin any other circumstances upon which their vote, consent or other approval is sought, the Shareholder shall vote (or cause to be voted) and/or such Shareholder's Shares against (i) any Acquisition Proposal (other than the Merger), any amendment of Frontstep's Articles of Incorporation or Code of Regulations or other proposal or transaction involving Frontstep or any of its subsidiaries which amendment or other proposal or transaction would in connection with any written consent manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the Company’s stockholders related to the other transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”)(iii) any action or agreement that would result in a breach in any respect of any covenant, such Stockholder shall:
(a) when the Meeting is held, appear at the Meeting representation or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose warranty or any other obligation or agreement of establishing a quorum;
(b) vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of Frontstep under the Merger Agreement or this Agreement; and the approval (iv) except as otherwise agreed to in writing in advance by MAPICS, against any of the Acquisition ▇▇▇▇▇▇ and the following actions or agreements (other Transactions contemplated by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by than the Merger Agreement or the Transaction Agreements transactions contemplated thereby): (collectively, the “Stockholder Matters”);
(cA) vote all of the Stockholder’s Shares in favor of (any action or execute and return a written consent with respect to all of the Stockholder’s Shares to)agreement that is intended, or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would could reasonably be expected expected, to (i) impede, interfere with, delay, postpone or materially and attempt to discourage or adversely affect the Merger or any of and the transactions contemplated by this Agreement and the Merger Agreement; (B) any change in the management or Board of Directors of Frontstep, except as contemplated by the Merger Agreement; (C) any change in the present capitalization or dividend policy of Frontstep; or (D) any other material change in Frontstep's corporate structure or business; provided, however, notwithstanding anything to the contrary herein contained, the Shareholder may vote, consent or give approval with respect to such Shareholder's Shares in favor of (w) any amendment of Frontstep's Articles of Incorporation or Code of Regulations, (x) any change in the present capitalization of Frontstep, (y) any change in the management or Board of Directors of Frontstep, and (z) any transaction (including a series of related transactions), in each case if the action on which such vote, consent or other approval is sought relates to (I) the issuance of voting securities of Frontstep (or debt or equity securities of Frontstep exchangeable for or convertible into voting securities of Frontstep) which immediately following the issuance thereof (treating in the case of the issuance of debt or equity securities of Frontstep exchangeable for or convertible or exerciseable into voting securities of Frontstep, as if the maximum number of voting securities issuable upon the exchange, conversion or exercise thereof had been issued at the time of the issuance of such debt or equity securities) constitutes no more than forty percent (40%) of the total voting power of Frontstep, or (iiII) result in a breach of any covenant, representation or warranty the sale or other obligation disposition (other than in the ordinary course of business) of assets of Frontstep that, in the aggregate with all other such sales or agreement dispositions made or agreed to be made, constitute less than the greater of (x) twenty-five percent (25%) of the Stockholder book value of all tangible assets of Frontstep or (y) twenty-five percent (25%) of the annual revenue generating capacity of Frontstep. Notwithstanding anything to the contrary contained in this Agreement, each Shareholder who is also a member of the Board of Directors of Frontstep shall be free to act in such Shareholder's capacity as a member of the Board of Directors of Frontstep and to discharge such Shareholder's fiduciary duty as such. The provisions of this Section 2.1 shall constitute a voting trust under Section 1701.49 of the Ohio Revised Code.
Appears in 1 contract
Voting Agreements. Each StockholderThe Shareholder agrees with, in its capacity and covenants to, HRB as a stockholder of the Company, agrees that, at any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shallfollows:
(a) when At any meeting of shareholders of GFH called to vote upon the Meeting Merger Agreement and/or the Transactions or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement and/or the Transactions is heldsought ( collectively, appear at the Meeting “Shareholders’ Meeting”), the Shareholder shall vote (or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose of establishing a quorum;
(bvoted) vote all of the StockholderShareholder’s Shares in favor of (or execute the Merger Agreement, and return a written consent with respect to all the approval of the Stockholder’s Shares to), or cause all terms thereof and each of the Stockholder’s Shares Transactions, and shall not grant any proxies to be voted any third party, except where such proxies are expressly directed to vote in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval Transactions. The Shareholder hereby waives all notice and publication of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by notice of any Shareholders’ Meeting to be called or held with respect to the Merger Agreement and the Transaction Agreements Transactions and agrees that he will not exercise any dissenters rights (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation any GFH Preferred Shares he may own) under Sections 55-13-01 through 55-13-31 of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectivelyNorth Carolina Business Corporation Act. The Shareholder hereby grants HRB an irrevocable proxy, the “Stockholder Matters”);
(c) coupled with an interest, to vote all of the StockholderShareholder’s Shares in favor of (the Merger Agreement and the Transactions, and against any competing proposals or execute and return a written consent with respect to all “Takeover Proposal” as defined in Section 5.5 of the StockholderMerger Agreement.
(b) At any meeting of GFH’s Shares to)shareholders or at any adjournment thereof or in any other circumstances upon which their vote, consent or cause all of other approval is sought, the Stockholder’s Shares to be voted in favor of Shareholder shall vote (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (bvoted) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the StockholderShareholder’s Shares against (i) any competing proposals or withhold consent with respect to all of Takeover Propos al, including, without limitation, any merger, consolidation or exchange agreement or merger or exchange (other than the Stockholder’s Shares toMerger Agreement and the Transactions), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or cause all winding up of the Stockholder’s Shares to be voted against or by GFH, or (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for ii) any amendment of GFH’s articles of incorporation or modification of the Company’s Certificate of Incorporation bylaws or Bylaws that other proposal or transaction involving GFH, which amendment or other proposal or transaction would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to)in any manner delay, or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere withfrustrate, delay, postpone prevent or materially and adversely affect the Merger or any of the transactions contemplated by nullify the Merger Agreement, or any of the Transactions (each of the foregoing in clause (i) or (ii) above, a “Competing Transaction”).
(c) Effective as of the date of the consummation of the Merger, the Shareholder hereby (i) waives any indemnification rights and (ii) covenants not to assert any claim for indemnification to which he may be entitled as a result in of having served as an officer or director of GFH or any of its direct or indi rect Subsidiaries (including, but not limited to, Gateway Bank & Trust Co.) with respect to acts, omissions or any other matter occurring or arising on or prior to the consummation of the Merger, whether asserted or claimed prior to at or after the consummation of the Merger. Shareholder will indemnify HRB against any liability or expense HRB incurs as a breach result of any covenant, representation or warranty or other obligation or agreement breach by Shareholder of the Stockholder contained in this AgreementSection 2(c).
Appears in 1 contract
Voting Agreements. Each StockholderThe Shareholder, solely in its capacity as a stockholder shareholder of the CompanyPurchaser, unconditionally and irrevocably agrees that, during the term of this Agreement, at the Extraordinary General Meeting, at any other meeting of the Company’s stockholders Purchaser Shareholders related to the transactions contemplated by the Merger Agreement Transactions (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders Purchaser Shareholders related to the transactions contemplated by Transactions (the Merger Agreement (Extraordinary General Meeting and all other meetings or consents related to the Merger AgreementBusiness Combination Agreement or the Transactions, collectively referred to herein as the “Meeting”), such Stockholder the Shareholder shall:
(a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Shareholder Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Shareholder Shares to be voted in favor of the Business Combination Agreement, the Ancillary Documents, and the Transactions (or cause a written consent to be validly executed and returned with respect to all any actions required in furtherance thereof), the other matters set forth in the Business Combination Agreement and each of the Stockholder’s Shares to), (i) proposals at the adoption of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);Meeting; and
(c) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shareholder Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (ix) materially impede, interfere with, delay, postpone or materially and adversely affect the Merger Mergers or any of the transactions contemplated by Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Purchaser under the Merger Agreement, Business Combination Agreement or (iiz) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Shareholder contained in this Agreement.
Appears in 1 contract
Sources: Sponsor Support Agreement (PANTAGES CAPITAL ACQUISITION Corp)
Voting Agreements. Each StockholderMember, in its capacity as a stockholder member of the Company, agrees that, at any meeting of the Company’s stockholders members related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders members related to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder Member shall:
(a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Shares Member Interests to be counted as present thereat for the purpose of establishing a quorum;
(b) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Shares to be voted Member Interests in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to)Merger, (i) the adoption of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”)thereby;
(c) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Shares to be voted Member Interests in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders members of the Company to adopt the Stockholder Matters Merger Agreement to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares membership interests present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares toexecute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Shares to be voted Member Interests against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws Operating Agreement that would change the voting rights or the number of votes required to approve approval any proposal, including the Stockholder Mattersvote required to adopt the Merger Agreement; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares toexecute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Shares to be voted Member Interests against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Competing Transaction or against any other action that would reasonably be expected to (ix) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by the Merger Agreement, or (iiy) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Member contained in this Agreement.
Appears in 1 contract
Sources: Company Member Support Agreement (Legato Merger Corp. Ii)
Voting Agreements. Each StockholderThe Shareholder agrees with, in its capacity and covenants to, Buyer as a stockholder of the Company, agrees that, at follows:
(viii) At any meeting of the Company’s stockholders related shareholders of Seller called to the transactions contemplated by vote upon the Merger Agreement (whether annual or special Agreement, the Merger and whether or not an adjourned or postponed meetingthe Transactions, however called and including at any adjournment or postponement thereof) and/or , or in connection any other circumstances upon which a vote, consent or other approval with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related respect to the Merger Agreement, collectively referred to herein as the Merger and the Transactions is sought (collectively, the “Shareholders’ Meeting”), such Stockholder shall:
the Shareholder shall vote (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose of establishing a quorum;
(bvoted) vote all of the StockholderShareholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by terms of the Merger Agreement Agreement, the Merger and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectivelyTransactions, the “Stockholder Matters”);
(c) and shall not grant any proxies to any third party, except where such proxies are expressly directed to vote all of the Stockholder’s Shares in favor of (the Merger Agreement, the Merger and the Transactions. The Shareholder hereby waives all notice and publication of notice of any Shareholders’ Meeting to be called or execute and return a written consent held with respect to all of the Stockholder’s Shares to)Merger Agreement, the Merger and the Transactions.
(ix) At any Shareholders’ Meeting or cause all of in any other circumstances upon which a Seller shareholder vote, consent or other approval is sought, the Stockholder’s Shares to be voted in favor of Shareholder shall vote (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (bvoted) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the StockholderShareholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to)i) any acquisition proposal, or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to)including, without limitation, any proposal for any amendment merger or modification of the Company’s Certificate of Incorporation exchange agreement or Bylaws that would change the voting rights merger or the number of votes required to approve the Stockholder Matters; and
exchange (e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by than the Merger Agreement, the Merger and the Transactions), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Seller; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Seller contained in the Stockholder Merger Agreement or of Shareholder contained in this Agreement; and (iii) any amendment of Seller’s articles of incorporation or bylaws or other proposal or transaction involving Seller or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger Agreement, or any of the Transactions, other than an amendment or other proposal or transaction required by a regulatory authority or other Governmental Authority (each of the foregoing in clauses (i), (ii) or (iii) above, a “Competing Transaction”). Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of Seller, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.
Appears in 1 contract
Voting Agreements. Each Stockholder(a) Until the date that the Altor Nominee Termination Event occurs, each Altor Investor agrees to cause all Voting Securities Beneficially Owned by it or any of its Controlled Affiliates or over which it or any of its Controlled Affiliates has voting control or the power to direct voting control, to be voted by proxy (returned sufficiently in advance of the deadline for proxy voting for the Company to have the reasonable opportunity to verify receipt), on or in accordance with the proxy card mailed by the Company to the shareholders of the Company in connection with the solicitation of any proxy (including, if applicable, through the execution of one or more written consents if shareholders of the Company are requested to vote through the execution of an action by written consent in lieu of any such annual or special meeting of shareholders of the Company),in a manner consistent with the recommendation of management or the Board in connection with (i) all “routine” proposals (as such term is defined under NYSE rules), (ii) any election for persons nominated to serve as directors by the Board or the Nominating and Governance Committee of the Board, (iii) any proposals made pursuant to Exchange Act Rule 14a-21, (iv) proposals relating to the Company’s new or existing equity compensation plans; provided, however, that each Altor Investor shall not be required to vote in favor of any proposal that would result in the number of shares being available for future grant under Ampco’s equity compensation plans at any particular time exceeding 1.2 million (or the aggregate increase in the number of shares reserved under Ampco’s equity compensation plans exceeding 1.2 million in any three (3) year period), and (v) any shareholder proposals. Except as set forth in this Section 2.3(a) or otherwise provided by this Agreement, each Altor Investor shall be entitled to vote on all other matters as it desires.
(b) With respect to any matter that each Altor Investor votes on in accordance with Section 2.3(a) (other than a matter to be approved by way of written consent), each Altor Investor shall use reasonable best efforts to cause each Voting Security owned by it or over which it has voting control to be voted by completing in a timely manner the proxy forms distributed by the Company or its capacity as a stockholder management and not by any other means, and each Altor Investor shall use reasonable best efforts to deliver the properly and appropriately completed proxy form to the Company no later than one (1) Business Day prior to the deadline for submitting proxy forms for the purpose of voting on such matter at the applicable meeting of the Company shareholders. Upon the written request of the Company, each Altor Investor hereby agrees thatto use reasonable best efforts to take, at any meeting of the Company’s stockholders related and to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders related cause to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”)be taken, such Stockholder shall:
(a) when further action and execute such other instruments as may be reasonably necessary to effect and carry out the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose intent of establishing a quorum;
(b) vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares tothis Section 2.3(b), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);.
(c) vote all In the event that any of the Stockholder’s Shares in favor of (or execute and return a written consent Voting Securities Beneficially Owned by each Altor Investor is entitled to more than one vote per share pursuant to the Company Articles, with respect to all of the Stockholder’s Shares to)any other action, proposal or cause all of the Stockholder’s Shares other matter to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of upon by the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders shareholders of the Company to adopt (including through action by written consent and, for the Stockholder Matters to a later date if there are not sufficient votes to adopt avoidance of doubt, excluding the proposal action described in clause paragraph (ba) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares toabove), then each Altor Investor agrees to take such steps as may be reasonably necessary and practicable to exercise no more than one vote per Voting Security Beneficially Owned by it and shall not certify or cause all of otherwise assert to the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action Person (on any proxy card or otherwise) that would reasonably be expected it is entitled to (i) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated more than one vote per Voting Security Beneficially Owned by the Merger Agreement, or (ii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreementit.
Appears in 1 contract
Sources: Shareholder Support Agreement (Ampco Pittsburgh Corp)
Voting Agreements. Each Stockholder(a) During the period commencing on the date hereof and ending on the earlier to occur of (i) the Closing Date, and (ii) such date and time as the Merger Agreement shall be terminated in accordance with Section 12.1 thereof (whichever is earlier, the “Expiration Time”), the Shareholder, in its capacity as a stockholder shareholder of the CompanyHoldings, agrees that, at any meeting of the Company’s stockholders Holdings’ shareholders related to the transactions contemplated by the Merger Agreement Transactions (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders Holdings’ shareholders related to the transactions contemplated by the Merger Agreement Transactions (all meetings or consents related to the Merger Agreement, collectively referred to herein as collectively, the “Meeting”), such Stockholder Shareholder shall:
(a) a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s its Shareholder Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) b. vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause all of the Stockholder’s Shares to be voted in favor of at the Meeting (or validly execute and return and cause a written such consent to be validly executed and returned granted with respect to all of the Stockholder’s Shares to), (i) the adoption all of its Shareholder Shares in favor of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ Transactions;
c. authorize and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed approve any amendment to by Acquiror and the Company as Holdings’ Organizational Documents that is deemed necessary or appropriate in connection with advisable by Holdings for purposes of effecting the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);Transactions; and
(c) d. vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause all of the Stockholder’s Shares to be voted in favor of at the Meeting (or validly execute and return and cause a written such consent to be validly executed and returned granted with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s its Shareholder Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) materially impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by the Merger AgreementTransactions, or (ii) result in a breach of any covenant, representation or warranty or other obligation or agreement of Holdings or the Stockholder Company under the Merger Agreement or (iii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Shareholder contained in this Support Agreement.
(b) From and after the Closing Date, the Shareholder agrees that, at any meeting of Purchaser Surviving Corporation’s shareholders called for the purpose of electing persons to serve on the Post-Closing Board of Directors (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of such shareholders, to vote its Shareholder Shares in favor of the persons designated in accordance with Section 3.6 of the Merger Agreement.
Appears in 1 contract
Sources: Holdings Shareholder Support Agreement (Evergreen Corp)
Voting Agreements. Each StockholderThe Shareholder agrees with, in its capacity and covenants to, Parent as a stockholder of the Company, agrees that, at any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shallfollows:
(a) when At any meeting of shareholders of Independence called to vote upon the Meeting Merger Agreement and/or the Transactions or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement and/or the Transactions is heldsought (collectively, appear at the Meeting “Shareholders’ Meeting”), the Shareholder shall vote (or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose of establishing a quorum;
(bvoted) vote all of the StockholderShareholder’s Shares in favor of (or execute the execution and return a written consent with respect to all delivery by Independence of the Stockholder’s Shares to)Merger Agreement, or cause all and the approval of the Stockholder’s terms thereof and each of the Transactions; provided however, that nothing in this Agreement shall be deemed to require the Shareholder to vote any Shares over which he has or shares voting power solely in a fiduciary capacity on behalf of any Person other than Independence if the Shareholder determines in good faith that such a vote would cause a breach of fiduciary duties to be voted such other Person. The Shareholder shall not grant any proxies to any third party, except where such proxies are expressly directed to vote in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval Transactions. The Shareholder hereby waives all notice and publication of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by notice of any Shareholders’ Meeting to be called or held with respect to the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed Transactions. The Shareholder hereby grants Parent an irrevocable proxy, coupled with an interest, to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);
(c) vote all of the StockholderShareholder’s Shares in favor of (the Merger Agreement and the Transactions, and against any competing proposals or execute and return a written consent with respect to all other Acquisition Proposals or Acquisition Transactions; provided, however, that upon the payment of the Stockholder’s Shares to), or cause all termination fee to the Parent in accordance with Section 9.3(a) of the StockholderMerger Agreement, the Shareholder will automatically be released from the irrevocable proxy granted hereunder.
(b) At any meeting of Independence’s Shares to be voted shareholders or at any adjournment thereof or in favor of any other circumstances upon which their vote, consent or other approval is sought, the Shareholder shall vote (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (bvoted) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the StockholderShareholder’s Shares against (i) any Acquisition Proposal or withhold consent with respect to all of Acquisition Transaction, including, without limitation, any merger, consolidation or exchange agreement or merger or exchange (other than the Stockholder’s Shares toMerger Agreement and the Transactions), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or cause all winding up of the Stockholder’s Shares to be voted against or by Independence, or (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for ii) any amendment of Independence’s articles of incorporation or modification of the Company’s Certificate of Incorporation bylaws or Bylaws that other proposal or transaction involving Independence, which amendment or other proposal or transaction would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to)in any manner delay, or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere withfrustrate, delay, postpone prevent or materially and adversely affect the Merger or any of the transactions contemplated by nullify the Merger Agreement, or any of the Transactions (each of the foregoing in clause (i) or (ii) result in above, a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement“Competing Transaction”).
Appears in 1 contract
Voting Agreements. Each StockholderSponsor, solely in its capacity as a stockholder shareholder of the CompanySPAC, irrevocably and unconditionally agrees that, during the term of this Agreement, at the SPAC Special Meeting, at any other meeting of the Company’s stockholders SPAC Shareholders related to the transactions contemplated by the Merger Agreement Transactions (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders SPAC Shareholders related to the transactions contemplated by Transactions (the Merger Agreement (SPAC Special Meeting and all other meetings or consents related to the Merger Business Combination Agreement, collectively referred to herein as the “Meeting”), such Stockholder Sponsor shall:
(a) when the Meeting is held, appear at the Meeting in person or by proxy or otherwise cause the Stockholder’s Sponsor Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Sponsor Shares to be voted in favor of (or cause a written consent to be validly executed the Business Combination Agreement, the Ancillary Agreements and returned with respect to all the Transactions and each of the Stockholder’s Shares to)other SPAC Party Shareholder Approval Matters, (i) the adoption of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the any other Transactions contemplated matters necessary or reasonably requested by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the and/or Pubco for consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);Transactions; and
(c) vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to or withhold its class consent and/or written consent, as applicable), all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Sponsor Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (ix) impede, interfere with, delay, postpone or materially and adversely affect the Merger Mergers or any of the transactions contemplated by the Merger AgreementTransactions, or (iiy) result in a breach of any covenant, representation or warranty or other obligation or agreement of SPAC under the Stockholder Business Combination Agreement, or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of Sponsor contained in this Agreement.
(d) The obligations of the Sponsor specified in this Section 1 shall apply whether or not the board of directors of SPAC has changed, withdrawn, withheld, qualified or modified, or publicly proposed to change, withdraw, withhold, qualify or modify, its recommendation to adopt and/or approve the Transactions or any action described above.
Appears in 1 contract
Sources: Support and Lock Up Agreement (DT Cloud Acquisition Corp)
Voting Agreements. Each The Stockholder, in its capacity as a stockholder of the Company, covenants and agrees that, at any meeting of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (the “Transactions”), whether annual or special and whether or not an adjourned or postponed meeting, and however called called, and including any adjournment or postponement thereof) and/or in connection with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement Transactions (all such meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such the Stockholder shall:
(a) a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) b. vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Stockholder Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all each of the Stockholder’s proposals relating to the Transactions, the Merger, the payment of the Closing Merger Consideration in accordance with the Merger Agreement, the payment of the Earn-Out Shares to)in accordance with the Agreement, (i) and any other matters necessary or reasonably requested by the adoption Company for consummation of the Merger Agreement and the Transactions;
c. authorize and approve the Merger to the extent the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation any of the transactions contemplated by Company’s stockholders is required or applicable pursuant to the Merger Agreement or the Transaction Agreements Company’s Third Amended and Restated Certificate of Incorporation, as amended from time to time (collectively, the “Stockholder MattersCompany Charter”);
(c) d. vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (ix) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement, or (iiz) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Support Agreement; and
e. in any other circumstances upon which a consent or other approval is required under the Company’s Organizational Documents or the Company Financing Agreements (as defined below) or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Stockholder’s Stockholder Shares held at such time in favor thereof.
Appears in 1 contract
Sources: Stockholder Voting and Support Agreement (CM Life Sciences III Inc.)
Voting Agreements. Each StockholderFor so long as this Support Agreement is in effect, the Sponsor and the Class B Stockholders, in its their capacity as a stockholder stockholders of the CompanyFour Leaf, agrees covenant and agree that, at any meeting of the CompanyFour Leaf’s stockholders related to the transactions contemplated by the Merger Agreement (the “Transactions”), whether annual or special and whether or not an adjourned or postponed meeting, and however called called, and including any adjournment or postponement thereof) and/or in connection with any action by written consent of the CompanyFour Leaf’s stockholders related to the transactions contemplated by the Merger Agreement Transactions (all such meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder the Sponsor and the Class B Stockholders shall, subject to and in accordance with Section 8.4 (Four Leaf’s Stockholders’ Approval) of the Merger Agreement:
(a) a. when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Sponsor Shares to be counted as present thereat for the purpose of establishing a quorum;
(b) b. vote all of the Stockholder’s Shares in favor of (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectively, the “Stockholder Matters”);
(c) vote all of the Stockholder’s Sponsor Shares in favor of each of the proposals relating to the Transactions and any other matters necessary or reasonably requested by Four Leaf for consummation of the Mergers and the Transactions; and
c. vote (or execute and return a an action by written consent with respect to all of the Stockholder’s Shares toconsent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Sponsor Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), i) any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (ix) impede, interfere with, delay, postpone postpone, attempt to discourage, frustrate the purposes of, or materially and adversely affect the Merger Mergers or any of the transactions contemplated by Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Four Leaf under, prevent or nullify any provision of, the Merger AgreementAgreement or the Additional Agreements, or (iiz) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Sponsor contained in this Support Agreement; (ii) and not commit or agree to take any action inconsistent with the foregoing.
Appears in 1 contract
Sources: Sponsor Support Agreement (Four Leaf Acquisition Corp)
Voting Agreements. Each Stockholder, in its capacity as a stockholder of the Company, agrees that, at (a) At any meeting of shareholders of Frontstep called to vote upon the Company’s stockholders related Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought (the “Shareholders’ Meeting”), the Shareholder shall vote (or cause to be voted) the Shareholder’s Shares in favor of the Merger, the execution and delivery by Frontstep of the Merger Agreement, and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to reduce the consideration payable in the Merger to a lesser amount of MAPICS Common Stock.
(whether annual b) At any meeting of shareholders of Frontstep or special and whether or not an adjourned or postponed meeting, however called and including at any adjournment thereof or postponement thereofin any other circumstances upon which their vote, consent or other approval is sought, the Shareholder shall vote (or cause to be voted) and/or such Shareholder’s Shares against (i) any Acquisition Proposal (other than the Merger), (ii) any amendment of Frontstep’s Articles of Incorporation or Code of Regulations or other proposal or transaction involving Frontstep or any of its subsidiaries which amendment or other proposal or transaction would in connection with any written consent manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the Company’s stockholders related to the other transactions contemplated by the Merger Agreement (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”)(iii) any action or agreement that would result in a breach in any respect of any covenant, such Stockholder shall:
(a) when the Meeting is held, appear at the Meeting representation or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose warranty or any other obligation or agreement of establishing a quorum;
(b) vote all of the Stockholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of Frontstep under the Merger Agreement or this Agreement; and the approval (iv) except as otherwise agreed to in writing in advance by MAPICS, against any of the Acquisition ▇▇▇▇▇▇ and the following actions or agreements (other Transactions contemplated by the Merger Agreement and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by than the Merger Agreement or the Transaction Agreements transactions contemplated thereby): (collectively, the “Stockholder Matters”);
(cA) vote all of the Stockholder’s Shares in favor of (any action or execute and return a written consent with respect to all of the Stockholder’s Shares to)agreement that is intended, or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (b) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any proposal for any amendment or modification of the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number of votes required to approve the Stockholder Matters; and
(e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would could reasonably be expected expected, to (i) impede, interfere with, delay, postpone or materially and attempt to discourage or adversely affect the Merger or any of and the transactions contemplated by this Agreement and the Merger Agreement; (B) any change in the management or Board of Directors of Frontstep, except as contemplated by the Merger Agreement; (C) any change in the present capitalization or dividend policy of Frontstep; or (D) any other material change in Frontstep’s corporate structure or business; provided, however, notwithstanding anything to the contrary herein contained, the Shareholder may vote, consent or give approval with respect to such Shareholder’s Shares in favor of (w) any amendment of Frontstep’s Articles of Incorporation or Code of Regulations, (x) any change in the present capitalization of Frontstep, (y) any change in the management or Board of Directors of Frontstep, and (z) any transaction (including a series of related transactions), in each case if the action on which such vote, consent or other approval is sought relates to (I) the issuance of voting securities of Frontstep (or debt or equity securities of Frontstep exchangeable for or convertible into voting securities of Frontstep) which immediately following the issuance thereof (treating in the case of the issuance of debt or equity securities of Frontstep exchangeable for or convertible or exerciseable into voting securities of Frontstep, as if the maximum number of voting securities issuable upon the exchange, conversion or exercise thereof had been issued at the time of the issuance of such debt or equity securities) constitutes no more than forty percent (40%) of the total voting power of Frontstep, or (iiII) result in a breach of any covenant, representation or warranty the sale or other obligation disposition (other than in the ordinary course of business) of assets of Frontstep that, in the aggregate with all other such sales or agreement dispositions made or agreed to be made, constitute less than the greater of (x) twenty-five percent (25%) of the Stockholder book value of all tangible assets of Frontstep or (y) twenty-five percent (25%) of the annual revenue generating capacity of Frontstep. Notwithstanding anything to the contrary contained in this Agreement, each Shareholder who is also a member of the Board of Directors of Frontstep shall be free to act in such Shareholder’s capacity as a member of the Board of Directors of Frontstep and to discharge such Shareholder’s fiduciary duty as such. The provisions of this Section 2.1 shall constitute a voting trust under Section 1701.49 of the Ohio Revised Code.
Appears in 1 contract
Sources: Shareholder Agreement (Mapics Inc)
Voting Agreements. Each StockholderThe Shareholder agrees with, in its capacity and covenants to, ▇▇▇▇▇ as a stockholder of the Company, agrees that, at follows:
a. At any meeting of the Company’s stockholders related shareholders of Seller called to the transactions contemplated by vote upon the Merger Agreement (whether annual or special Agreement, the Merger and whether or not an adjourned or postponed meetingthe Transactions, however called and including at any adjournment or postponement thereof) and/or , or in connection any other circumstances upon which a vote, consent or other approval with any written consent of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related respect to the Merger Agreement, collectively referred to herein as the Merger and the Transactions is sought (collectively, the “Shareholders’ Meeting”), such Stockholder shall:
the Shareholder shall vote (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder’s Shares to be counted as present thereat for the purpose of establishing a quorum;
(bvoted) vote all of the StockholderShareholder’s Shares in favor of (or execute and return a written consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted in favor of (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), (i) the adoption of the Merger Agreement and the approval of the Acquisition ▇▇▇▇▇▇ and the other Transactions contemplated by terms of the Merger Agreement Agreement, the Merger and the Transaction Agreements and (ii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement or the Transaction Agreements (collectivelyTransactions, the “Stockholder Matters”);
(c) and shall not grant any proxies to any third party, except where such proxies are expressly directed to vote all of the Stockholder’s Shares in favor of (the Merger Agreement, the Merger and the Transactions. The Shareholder hereby waives all notice and publication of notice of any Shareholders’ Meeting to be called or execute and return a written consent held with respect to all of the Stockholder’s Shares to)Merger Agreement, the Merger and the Transactions.
b. At any Shareholders’ Meeting or cause all of in any other circumstances upon which a Seller shareholder vote, consent or other approval is sought, the Stockholder’s Shares to be voted in favor of Shareholder shall vote (or cause a written consent to be validly executed and returned with respect to all of the Stockholder’s Shares to), any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Stockholder Matters to a later date if there are not sufficient votes to adopt the proposal described in clause (bvoted) above or if there are not sufficient shares present in person or represented by proxy at such Meeting to constitute a quorum;
(d) vote all of the StockholderShareholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to)i) any acquisition proposal, or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to)including, without limitation, any proposal for any amendment merger or modification of the Company’s Certificate of Incorporation exchange agreement or Bylaws that would change the voting rights merger or the number of votes required to approve the Stockholder Matters; and
exchange (e) vote all of the Stockholder’s Shares against (or withhold consent with respect to all of the Stockholder’s Shares to), or cause all of the Stockholder’s Shares to be voted against (or cause consent to be withheld with respect to all of the Stockholder’s Shares to), any Company Alternative Transaction or any other action that would reasonably be expected to (i) impede, interfere with, delay, postpone or materially and adversely affect the Merger or any of the transactions contemplated by than the Merger Agreement, the Merger and the Transactions), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Seller; (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Seller contained in the Stockholder Merger Agreement or of Shareholder contained in this Agreement; and (iii) any amendment of Seller’s articles of incorporation or bylaws or other proposal or transaction involving Seller or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger Agreement, or any of the Transactions, other than an amendment or other proposal or transaction required by a regulatory authority or other Governmental Authority (each of the foregoing in clauses (i), (ii) or (iii) above, a “Competing Transaction”). Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of Seller, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.
Appears in 1 contract
Sources: Merger Agreement (Seacoast Banking Corp of Florida)