Agreement to Vote Irrevocable Proxy. (a) Each Stockholder hereby agrees that during the period commencing on the date of this Agreement and continuing until the first to occur of the Effective Time (as defined in the Merger Agreement) or the Termination Date, at any meeting of the holders of the Shares, however called, or in connection with any written consent of the holders of Shares, such Stockholder shall vote (or cause to be voted) the Shares held of record or Beneficially Owned by such Stockholder, whether owned on the date hereof or hereafter acquired, (i) in favor of approval of the Merger Agreement, all transactions contemplated thereby, and any actions required in furtherance thereof and hereof (including election of such directors of the Company as Parent is entitled to designate pursuant to Section 1.3(a) of the Merger Agreement); (ii) against any action or agreement that is intended, or could reasonably be expected, to impede, interfere with, or prevent the Offer or the Merger or result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its subsidiaries under the Merger Agreement or this Agreement; and (iii) except as specifically requested in writing in advance by Parent, against any of the following actions (other than the Merger and the transactions contemplated by the Merger Agreement and this Agreement) that are submitted to a vote of the holders of the Shares: (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries or affiliates; (B) any sale, lease, transfer or disposition by the Company or any of its subsidiaries of any assets outside the ordinary course of business or any assets which in the aggregate are material to the Company and its subsidiaries taken as a whole, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries or affiliates; (C)(1) any change in the present capitalization of the Company or any amendment of the Company's Certificate of Incorporation or Bylaws; (2) any other material change in the corporate structure or business of the Company or any of its subsidiaries; or (3) any other action or agreement that is intended, or could reasonably be expected, to impede, interfere with or prevent the Offer, the Merger or the transactions contemplated by this Agreement or the Merger Agreement. None of the Stockholders shall enter into a...
Agreement to Vote Irrevocable Proxy. (a) Xxxxxxxx hereby agrees that during the period commencing on the Tender Offer Purchase Time and continuing until the first to occur of the Closing and the termination of the Merger Agreement in accordance with its terms, at any meeting of the holders of the Shares,
Agreement to Vote Irrevocable Proxy. (a) During the term of this Agreement and at such time as SONA conducts the SONA Shareholders Meeting, the Shareholder agrees to vote or cause to be voted all of the Shares, and to cause any holder of record of the Shares to vote all such Shares, in person or by proxy: (i) in favor of the Merger Agreement at the SONA Shareholders Meeting; and (ii) against (A) any Acquisition Proposal, (B) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of SONA under the Merger Agreement or of the Shareholder under this Agreement and (C) 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 EVBS’s or SONA’s conditions under the Merger Agreement.
Agreement to Vote Irrevocable Proxy. (a) Subject to the terms and conditions set forth herein, the Supporting Shareholder hereby irrevocably and unconditionally agrees that from and after the date hereof until the Expiration Time, at any annual or extraordinary general meeting of the shareholders of the Company and at any other meeting of the shareholders of the Company, however called, including any adjournment, recess or postponement thereof, in connection with any written consent of the shareholders of the Company and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders of the Company is sought in respect of any of the matters described in clauses (ii) through (v) below, such Supporting Shareholder shall (solely in its capacity as Beneficial Owner of its Covered Securities), and shall cause any registered holder of its Covered Securities to, in each case to the extent that the Covered Securities are entitled to vote thereon or consent thereto:
Agreement to Vote Irrevocable Proxy. (a) Each Stockholder hereby agrees that during the period commencing on the date of this Agreement and continuing only until the meeting(s) of shareholders considering the matters set forth in clauses (i) through (iii) have been held (the "Termination Date"), at any meeting of the holders of the Shares, however called, or in connection with any written consent of the holders of Shares, such Stockholder shall vote (or cause to be voted) the Shares entitled to vote and held of record or Beneficially Owned by such Stockholder, whether owned on the date hereof or hereafter acquired, (i) in favor of the initial election by the stockholders of Leighton and a nominee of his choosing as directors of the Company; (ii) in favor of the adoption of the 2003 Stock Option Plan and the issuance of options to purchase 375,000 shares of Common Stock to Leighton; and (iii) in favor of the issuance of a warrant to purchase 1,000,000 shares of Common Stock to Leighton. None of the Stockholders shall enter into any agreement or understanding with any Person, the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 1.
Agreement to Vote Irrevocable Proxy. (a) The Stockholder hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement, at any stockholders' meeting of the Company at which any of the following matters is submitted to a vote of the stockholders, it shall vote (or cause to be voted) its shares of Common Stock (or shall execute and deliver a written consent pursuant to Section 228 of the Delaware Law):
Agreement to Vote Irrevocable Proxy. (a) The Shareholder hereby agrees that during the period commencing on the date of this Agreement and continuing until (x) if the Option (as defined in Section 2(a)) is exercised, the Option
Agreement to Vote Irrevocable Proxy. (a) Each Stockholder hereby agrees that during the period commencing as of the date of this Agreement and continuing until the first to occur of the Closing Time or 45 days after the termination of the Merger Agreement in accordance with its terms, at any meeting of the holders of the Shares, however called, or in connection with any written consent of the holders of Shares, each Stockholder shall vote (or cause to be voted) the Shares held of record or Beneficially Owned (as defined herein) by each Stockholder, whether owned on the date hereof or hereafter acquired, (i) in favor of approval of the Merger Agreement, all transactions contemplated thereby, and any actions required in furtherance thereof and hereof (including election of such directors of the Company as Parent is entitled to designate pursuant to the Merger Agreement); (ii) against any action or agreement that is intended, or could reasonably be expected, to impede, interfere with, or prevent the Offer or the Merger or result in a breach in any
Agreement to Vote Irrevocable Proxy. (a) The Holder hereby agrees that at any meeting of Parent stockholders, however called, or in connection with any written consent of the stockholders of Parent, the Holder shall vote (or cause to be voted) the shares of Parent Class A Common Stock ("Class A Shares") held of record or Beneficially Owned by the Holder, whether owned on the date hereof or hereafter acquired, in favor of approval of the Charter Amendment and the transactions contemplated by this Agreement, and any actions required in furtherance thereof.
Agreement to Vote Irrevocable Proxy. (a) Each Shareholder agrees that at the CF Corp Shareholders Meeting or at any other meeting of the holders of CF Corp Shares called to seek consider (x) the adoption of the Merger Agreement and (y) all shareholder approvals required by the rules of Nasdaq with respect to the issuance of CF Corp Shares in connection with the transactions contemplated thereby, (i) when such meeting of the holders of CF Corp Shares is held, such Shareholder shall appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for the purpose of establishing a quorum and (ii) such Shareholder shall vote or cause to be voted at such meeting any Subject Shares in favor of (x) the adoption of the Merger Agreement and (y) all shareholder approvals required by the rules of Nasdaq with respect to the issuance of CF Corp Shares in connection with the transactions contemplated thereby in respect of which Shareholder adoption is requested.
