Agreement to Vote the Shares. During the term of this Agreement, Stockholder shall vote all of the Voting Shares over which Stockholder has sole voting power and will cause all of the Voting Shares over which he has shared voting power as described on Schedule B to be voted (other than any Shares that may have been sold in accordance with the terms of this Agreement) (i) in favor of the Merger Agreement, and the Merger or any transaction contemplated by the Merger Agreement, (ii) as otherwise necessary or appropriate to enable Parent, Company and Merger Sub to consummate the transactions contemplated by the Merger Agreement, (iii) against any action or agreement that would result in a breach in any material aspect of any covenant, representation, or warranty or any other obligation or agreement of Company under the Merger Agreement, (iv) against any action or agreement that would terminate, impede, interfere with, delay, postpone, or attempt to discourage the Merger, including, but not limited to: (A) a sale or transfer of a material amount of the assets of Company or any of its subsidiaries or a reorganization, recapitalization, or liquidation of Company or any of its subsidiaries, (B) any change in the Company Board, except as provided for in the last sentence of this Section or Section 10 or as otherwise agreed to in writing by the Parties, (C) any change in the present capitalization or dividend policy of Company, or (D) any other change in Company's corporate structure; and (v) against any other proposal which would result in any of the conditions to Parent's obligations under the Merger Agreement not being fulfilled. Notwithstanding the foregoing, nothing herein shall prevent Stockholder from taking any actions as an officer and/or a director of Company so long as such actions are not prohibited by the Merger Agreement or any other provision of this Agreement, including without limitation, the nomination for and filling of any vacancy in the Company Board arising due to the death, resignation or removal of any current director of Company.
Agreement to Vote the Shares. Each Stockholder hereby irrevocably and unconditionally agrees that from the date hereof until the termination of this Agreement (the “Expiration Time”), at any meeting (whether annual or special and each adjourned or postponed meeting) of BancShares’ stockholders, however called, such Stockholder will (i) appear at such meeting or otherwise cause all of the Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote or cause to be voted all of the Shares, (A) in favor of the approval of the issuance of the shares of BancShares capital stock pursuant to the Merger Agreement, (B) in favor of any proposals for the approval and adoption of the Merger Agreement or any other proposal submitted to the BancShares stockholders pursuant to or necessary for the consummation of the transactions contemplated by the Merger Agreement, (C) against any Acquisition Proposal, without regard to any recommendation to the stockholders of BancShares by the Board of Directors of BancShares concerning such Acquisition Proposal, and without regard to the terms of such Acquisition Proposal, or other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, (D) against any agreement, amendment of any agreement or organizational document inconsistent with this Agreement or the Merger Agreement and (E) against any action, agreement, transaction or proposal that would reasonably be expected to result in a material breach of any representation, warranty, covenant, agreement or other obligation of BancShares under the Merger Agreement or that would reasonably be expected to prevent, impede or materially delay the consummation of the transactions contemplated by the Merger Agreement. In the event that, after the date hereof and prior to the termination of the Merger Agreement, a bona fide Acquisition Proposal (I) shall have been communicated to or otherwise made known to the Board of Directors or senior management of BancShares or (II) shall have been made directly to the stockholders of BancShares or any person shall have publicly announced (and not withdrawn at least two (2) business days prior to the BancShares Meeting) an Acquisition Proposal, in each case with respect to BancShares, and thereafter the Merger Agreement is terminated without the Requisite BancShares Vote having been obtained, then each Stockholder hereby irrevocably and unconditionally agrees that from th...
Agreement to Vote the Shares. Until the Termination Time, at any meeting (whether annual or special and each adjourned or postponed meeting) of Partners’ stockholders, however called, and on every action or approval by written consent of the stockholders of Partners with respect to any of the following matters, the Stockholder will:
Agreement to Vote the Shares. The Stockholder hereby irrevocably and unconditionally agrees that from the date hereof until the Expiration Time (as defined below), at any meeting (whether annual or special and each adjourned or postponed meeting) of the Ironman’s stockholders, however called, the Stockholder will (i) appear at such meeting or otherwise cause all of the Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote or cause to be voted all of the Shares, (A) in favor of the approval and adoption of the Agreement, (B) against any Acquisition Proposal, without regard to any recommendation to the stockholders of Ironman by the Board of Directors of Ironman concerning such Acquisition Proposal, and without regard to the terms of such Acquisition Proposal, or other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, (C) against any amendment to the Ironman Certificate of Incorporation or the Ironman bylaws that would reasonably be expected to prevent, impede or materially delay the consummation of the Merger and (D) against any action, agreement, transaction or proposal that would reasonably be expected to result in a material breach of any representation, warranty, covenant, agreement or other obligation of Ironman under the Merger Agreement or that would reasonably be expected to prevent, impede or materially delay the consummation of the Merger.
Agreement to Vote the Shares. The Shareholder hereby irrevocably and unconditionally agrees that from the date hereof until the Expiration Time, at any meeting (whether annual or special and each adjourned or postponed meeting) of the Company’s shareholders, however called, the Shareholder will (i) appear at such meeting or otherwise cause all of the Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote or cause to be voted all of the Shares, (A) in favor of the approval and adoption of the Agreement, (B) against any Acquisition Proposal, without regard to any recommendation to the shareholders of the Company by the Board of Directors of the Company concerning such Acquisition Proposal, and without regard to the terms of such Acquisition Proposal, or other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, (C) against any agreement, amendment of any agreement or organizational document (including the Company Charter and the Company Bylaws) inconsistent with this Agreement or the Merger Agreement and (D) against any action, agreement, transaction or proposal that would reasonably be expected to result in a material breach of any representation, warranty, covenant, agreement or other obligation of the Company under the Merger Agreement or that would reasonably be expected to prevent, impede or materially delay the consummation of the Merger.
Agreement to Vote the Shares. Until the Termination Time, at any meeting (whether annual or special and each adjourned or postponed meeting) of LINK’s stockholders, however called, and on every action or approval by written consent of the stockholders of LINK with respect to any of the following matters, the Stockholder will:
Agreement to Vote the Shares. Until the Termination Time (as defined below), at any meeting (whether annual or special and each adjourned or postponed meeting) of FNCB’s shareholders, however called, and on every action or approval by written consent of the shareholders of FNCB with respect to any of the following matters, the Shareholder will:
Agreement to Vote the Shares. The Stockholder agrees that, during the Support Period, at any meeting of the stockholders of the Company or any adjournment or postponement thereof, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought, with respect to the Merger, the Merger Agreement or any Acquisition Proposal, the Stockholder shall:
Agreement to Vote the Shares. In the event May is unable to exercise the power and authority granted in Paragraph 2 for any reason, Xxxxxx shall vote all of the Shares (i) in favor of the Merger Agreement, as amended from time to time, and the Merger or any transactions contemplated by the Merger Agreement at any stockholders meetings of ZCMI held to consider the Merger Agreement, (ii) against any other proposal for any recapitalization, merger, sale of assets, or other business combination between ZCMI and any person or entity other than May or which would result in any of the conditions to May s obligations under the Merger Agreement not being fulfilled, and (iii) as otherwise necessary or appropriate to enable May to consummate the transactions contemplated by the Merger Agreement.
Agreement to Vote the Shares. 2.1 The Securityholder hereby covenants and irrevocably agrees that it shall:
