PARENT: By definition
PARENT: By. Its: STOCKHOLDER: By: Its: Address: Shares Beneficially Owned by Stockholder: ___________ shares of Parent Common Stock No shares of Parent Preferred Stock ___________ Options to acquire Parent Common Stock
PARENT: By laws" Section 4.01 "Parent Capital Stock" Section 4.03(a) "Parent Certificate" Section 2.02(b)(v) "Parent Chairman" Section 6.16 "Parent Charter" Section 4.01 "Parent Common Stock" Recitals "Parent Competing Transaction" Section 5.03(a) "Parent Disclosure Letter" Section 4.02(a) "Parent Employee Stock Option" Section 6.04(f) "Parent Employment Arrangements" Section 4.10 "Parent Exchange Ratio" Section 2.01(a)(ii) "Parent Material Adverse Effect" Section 4.01 "Parent Nuclear Facilities" Section 4.19(a) "Parent Permits" Section 4.13(b) "Parent Preferred Stock" Section 4.03(a) "Parent Reorganization" Section 5.01(g) "Parent Required Statutory Approvals" Section 4.05(b) "Parent SAR" Section 6.04(f) "Parent SEC Documents" Section 4.06 "Parent Shareholder Approval" Section 4.04(c) "Parent Shareholders Meeting" Section 6.01(e) "Parent Stock Plans" Section 6.04(f) "Parent Subsidiaries" Section 4.01 "Power Purchase Agreement" Section 5.01(a)(xii) "Pennsylvania Articles of Merger" Section 1.03(b) "Pennsylvania Competition Act" Section 4.13(b) "Person" Section 9.03 "Power Act" Section 3.02(a) "Proxy Statement" Section 3.05(b) "Qualified Plans" Section 3.11(a) "Qualifying Company Proposal" Section 5.02(d) "Qualifying Parent Proposal" Section 5.03(d) "Release" Section 3.17(f)(v) "Representatives" Section 5.02(a) "SEC" Section 3.05(b) "Second Step Merger" Recitals "Sections 11.65 and 11.70" Section 2.01(b)(iv) "Securities Act" Section 3.06 "Share Issuance" Section 1.01(c) "Stock Plan" Section 6.04(e) "Subsidiary" Section 9.03 "Surviving Corporation" Section 1.01(b) "Taxes" Section 3.09(g) "Tax Return" Section 3.09(g) "Transactions" Section 1.01(c) "Transition Period" Section 6.16 "Transfer Taxes" Section 6.09 "Voting Company Debt" Section 3.03(d) "Voting Parent Debt" Section 4.03(d) I.II.A.B.C.1.2.(a)(i)a.b.i.ii.a)b)c)
PARENT: By. LAWS" Section 4.2 "PARENT CERTIFICATE" Section 4.2
More Definitions of PARENT: By
PARENT: By. Name:________________________________ Title:_______________________________ STOCKHOLDER: By:__________________________________ Name:________________________________ Title:_______________________________ Stockholder's Address for Notice: _____________________________________ _____________________________________ _____________________________________ ________Outstanding Shares of Common Stock of the Company ________Shares of Common Stock of the Company subject to outstanding stock options ***VOTING AGREEMENT*** EXHIBIT A IRREVOCABLE PROXY The undersigned Stockholder of VeriFone, Inc., a Delaware corporation (the "COMPANY"), hereby irrevocably appoints the directors on the Board of Directors of Hewlett-Packard Company, a California corporation ("PARENT"), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to the voting of the Shares (as defined in the Voting Agreement of even date between Parent and the Stockholder (the "VOTING AGREEMENT")) on the matter described below (and on no other matter), until such time as that certain Agreement and Plan of Reorganization dated as of April 22, 1997 (the "MERGER AGREEMENT"), among Parent, Tower Bridge Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent ("MERGER SUB"), and the Company, shall be terminated in accordance with its terms or the Merger (as defined in the Merger Agreement) becomes effective. Upon the execution hereof, all prior proxies given by the undersigned with respect to the Shares and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof are hereby revoked and no subsequent proxies will be given. This proxy is irrevocable, is granted pursuant to the Voting Agreement and is granted in consideration of Parent entering into the Merger Agreement. The attorneys and proxies named above will be empowered at any time prior to the earlier of termination of the Merger Agreement and the date on which the Merger becomes effective to exercise all voting rights (including, without limitation, the power to execute and deliver written consents with respect to the Shares) of the undersigned at every annual, special or adjourned meeting of the Company's stockholders, and in every written consent in lieu of such a meeting, or otherwise, to vote the Shares in favor of approval of the Merger an...