Voting Agreement Sample Contracts

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RECITALS:
Voting Agreement • August 14th, 2007 • Biw LTD • Water supply • Connecticut
RECITALS
Voting Agreement • April 16th, 2009 • Amkor Technology Inc • Semiconductors & related devices • Delaware
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Voting Agreement • December 7th, 2007 • General Atlantic LLC • Services-business services, nec • Delaware
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Voting Agreement • May 23rd, 2008 • National Atlantic Holdings Corp • Fire, marine & casualty insurance • New Jersey
RECITALS
Voting Agreement • May 22nd, 2006 • Koosharem CORP • Services-help supply services • Delaware
EXHIBIT 2 ---------
Voting Agreement • January 24th, 2007 • Ashford Capital Management Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
RECITALS
Voting Agreement • October 12th, 2005 • Vha Inc • Services-business services, nec • Delaware
VOTING AGREEMENT
Voting Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • Delaware
VOTING AGREEMENT
Voting Agreement • March 2nd, 2007 • KCPC Holdings, Inc. • Services-automotive repair, services & parking • Tennessee

THIS VOTING AGREEMENT (this “Agreement”) is dated as of February 20, 2007, by and among KCPC Holdings, Inc., a Delaware (“Parent”), KCPC Acquisition, Inc., a Tennessee corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and 1997 William Carell Johnson Trust U/A 12-23-97 (“Shareholder”).

VOTING AGREEMENT
Voting Agreement • January 23rd, 2009 • HudBay Minerals Inc. • Metal mining • Ontario

AND WHEREAS the Shareholder understands that HudBay and Lundin Mining Corporation (“Lundin”) are, concurrently with the execution and delivery of this Agreement, executing and delivering the Arrangement Agreement providing for the Arrangement;

EXHIBIT 2
Voting Agreement • July 9th, 2004 • DLI Holding Corp. • Perfumes, cosmetics & other toilet preparations • Delaware
VOTING AGREEMENT
Voting Agreement • May 11th, 2007 • MLE Holdings, Inc. • Office furniture (no wood) • Utah

This VOTING AGREEMENT (this “Agreement”) is made and entered into as of May 2, 2007 between MLE Holdings, Inc., a Delaware corporation (“Parent”), and FP Merger Sub, Inc., a Utah corporation and wholly-owned subsidiary of Parent (“Merger Sub”), on the one hand, and the undersigned shareholder (“Shareholder”) of MITY Enterprises, Inc., a Utah corporation (the “Company”), on the other hand. Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Merger Agreement described below.

VOTING AGREEMENT
Voting Agreement • September 17th, 2021 • Anglogold Ashanti LTD • Gold and silver ores

WHEREAS, in connection with an arrangement agreement dated as of the date hereof (the “Arrangement Agreement”), a copy of which has been provided to the Supporting Shareholder, the Purchaser, an affiliate of the Guarantor, is proposing to acquire all of the issued and outstanding common shares of Corvus Gold Inc., a corporation existing under the laws of the Province of British Columbia (the “Company”) (other than common shares owned by the Guarantor or its affiliates), subject to the terms and conditions set forth in the Arrangement Agreement (the “Proposed Transaction”);

VOTING AGREEMENT
Voting Agreement • January 19th, 2012 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • Delaware

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 23, 2011 by and among Parlux Fragrances, Inc., a Delaware corporation (the “Company”) and the undersigned stockholders (each a “Stockholder” and collectively, the “Stockholders”) of Perfumania Holdings, Inc., a Florida corporation (“Parent”).

VOTING AGREEMENT
Voting Agreement • July 22nd, 2016 • Thoma Bravo Fund Xii, L.P. • Services-prepackaged software • Delaware

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 13, 2016, by and between Project Brady Holdings, LLC, a Delaware limited liability company (“Parent”), and the undersigned stockholder (“Holder”) of Imprivata, Inc., a Delaware corporation (the “Company”).

AMENDED AND RESTATED VOTING AGREEMENT AMONG ROUST TRADING LTD. AND THE OTHER PARTIES HERETO Dated as of July 9, 2012
Voting Agreement • July 11th, 2012 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • New York

This AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”), is entered into as of July 9, 2012, by and among Roust Trading Ltd., a Bermuda company, with its registered office at 25 Belmont Hills Drive, Warwick WK 06, Bermuda (the “Investor”), Robert Koch (“Stockholder”), and, solely for the purposes of Section 4.7 hereof, Central European Distribution Corporation, a Delaware corporation, with its registered office at 1013 Centre Road, Wilmington, New Castle County, Delaware 19805 (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Amended and Restated Securities Purchase Agreement (as defined below).

VOTING AGREEMENT
Voting Agreement • October 29th, 2021 • Momentive Global Inc. • Services-computer programming, data processing, etc. • Delaware

THIS VOTING AGREEMENT (this “Agreement”) is entered into as of October 28, 2021, by and among ZENDESK, INC., a Delaware corporation (“Parent”), MOMENTIVE GLOBAL INC., a Delaware corporation (the “Company”), and RYAN NABIL FINLEY (“Stockholder”).

VOTING AGREEMENT
Voting Agreement • November 9th, 2007 • Suntrust Banks Inc • National commercial banks • Georgia

THIS VOTING AGREEMENT (this “Agreement”) dated as of November 2, 2007, is entered into between SUNTRUST BANKS, INC., a Georgia corporation (“SunTrust”), and Richard A. Hunt, an individual resident of the State of Georgia (“Stockholder”), with respect to the shares of common stock, no par value per share (the “Company Common Stock”), of GB&T Bancshares, Inc., a Georgia corporation (the “Company”), owned by Stockholder.

VOTING AGREEMENT
Voting Agreement • June 23rd, 2017 • Proteon Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware

THIS VOTING AGREEMENT is made as of June 22, 2017 (the “Agreement”), by and among Proteon Therapeutics, Inc., a Delaware corporation (the “Company”), and Skyline Venture Partners Qualified Purchaser Fund IV, LP (the “Stockholder”). Capitalized terms used in this Agreement without definition shall have the respective meanings ascribed to such terms in the Purchase Agreement (as defined below).

RECITALS
Voting Agreement • February 7th, 2006 • Innovate Oncology, Inc. • Non-operating establishments • New York
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VOTING AGREEMENT
Voting Agreement • September 24th, 2019 • Sandy Spring Bancorp Inc • National commercial banks • Maryland

This VOTING AGREEMENT, dated as of September [•], 2019 (this “Agreement”), is by and between Revere Bank, a Maryland-chartered commercial bank (the “Company”) and the undersigned shareholder (the “Shareholder”) of Sandy Spring Bancorp, Inc., a Maryland corporation (“Parent”). Capitalized terms used herein and not defined shall have the meanings specified in the Merger Agreement (as defined below).

VOTING AGREEMENT
Voting Agreement • June 12th, 2013 • Fairfax Financial Holdings LTD/ Can • Fire, marine & casualty insurance • Delaware

THIS VOTING AGREEMENT, dated as of June 2, 2013 (this “Agreement”), between Fairfax Financial Holdings Limited, a Canadian Corporation (“Parent”), and Steven L. Groot (the “Shareholder”), solely in Shareholder’s capacity as an owner of common shares, par value $0.01 per share (“Shares”) of American Safety Insurance Holdings Ltd., a Bermuda exempted limited company (the “Company”).

VOTING AGREEMENT
Voting Agreement • October 28th, 2011 • BankUnited, Inc. • Savings institution, federally chartered • New York

VOTING AGREEMENT, dated as of June 2, 2011 (this “Agreement”), by and between BankUnited, Inc. (“Purchaser”), a Delaware corporation, and Barry Leistner (the “Shareholder”).

VOTING AGREEMENT
Voting Agreement • December 17th, 2009 • Francisco Partners II LP • Services-computer programming services • Delaware

VOTING AGREEMENT (this “Agreement”), dated as of December __, 2009, by and among Bavaria Holdings Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (“Stockholder”) of QuadraMed Corporation, a Delaware corporation (the “Company”), identified on the signature page hereto.

VOTING AGREEMENT
Voting Agreement • October 14th, 2011 • At&t Inc. • Telephone communications (no radiotelephone) • Washington

VOTING AGREEMENT, dated as of September 22, 2011 (this “Agreement”), by and among AT&T Corp., a New York corporation (“Parent”), Jean Perrotti (the “Shareholder”) and Superclick, Inc., a Washington corporation (the “Company”).

DIAMEDICA INC. (the “Corporation”) - and - Werner Pauls (the “Shareholder”)
Voting Agreement • November 9th, 2018 • DiaMedica Therapeutics Inc. • Pharmaceutical preparations • Manitoba

NOW THEREFORE, in consideration of the premises and of the mutual agreement and covenants set forth herein and in the Investment Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

VOTING AGREEMENT
Voting Agreement • May 1st, 2017 • Fincera Inc. • Retail-auto dealers & gasoline stations

This Voting Attorney Agreement (hereinafter “Agreement”) is made on the 23rd day of December, 2016, at Shijiazhuang, the People’s Republic of China (the “PRC”) by and among the following parties:

WITNESSETH:
Voting Agreement • July 5th, 2006 • Warburg Pincus Private Equity IX, L.P. • Wholesale-electronic parts & equipment, nec • Delaware
RAM ENERGY RESOURCES, INC.
Voting Agreement • December 12th, 2007 • Ram Energy Resources Inc • Crude petroleum & natural gas • Delaware
VOTING AGREEMENT
Voting Agreement • July 12th, 2006 • Cullen Frost Bankers Inc • National commercial banks • Texas

The undersigned, being a shareholder of Summit Bancshares, Inc. (“Company”), hereby acknowledges that the Company and Cullen/Frost Bankers, Inc. (“Parent”) are concurrently entering into an Agreement and Plan of Merger, dated as of July 2, 2006 (as amended or modified from time to time, the “Merger Agreement”), pursuant to which the Company will be merged with and into Parent (the “Merger”). A copy of the Merger Agreement has been provided to the undersigned. Capitalized terms used but not defined herein are to be deemed to have the meanings assigned to them in the Merger Agreement.

VOTING AGREEMENT
Voting Agreement • May 10th, 2012 • Open Text Corp • Services-computer integrated systems design • Delaware

THIS VOTING AGREEMENT (this “Agreement”), dated as of May 1, 2012, is entered into by and among OPEN TEXT CORPORATION, a corporation incorporated pursuant to the laws of Canada (“Parent”), EPIC ACQUISITION SUB INC., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the Person named under the heading “Stockholder” on the signature page hereto (“Stockholder”). Capitalized terms not defined herein have the meanings given to such terms in the Agreement and Plan of Merger (the “Merger Agreement”) to be entered into substantially in the form provided to Stockholder, by and among Parent, Merger Sub and EasyLink Services International Corporation, a Delaware corporation (the “Company”).

VOTING AGREEMENT AND IRREVOCABLE PROXY
Voting Agreement • March 15th, 2004 • Allied Motion Technologies Inc • Instruments for meas & testing of electricity & elec signals • Pennsylvania

VOTING AGREEMENT (this "Agreement"), dated as of February 10, 2004, by and between Allied Motion Technologies, Inc., a Colorado corporation ("Parent"), and Randall V. James ("Shareholder").

WITNESSETH:
Voting Agreement • March 31st, 2003 • Redwood Trust Inc • Real estate investment trusts • Maryland
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