Voting Agreement Proxy. (a) Each Principal Company Shareholder hereby agrees that at any meeting of the Company’s shareholders however called, and any adjournment or postponement thereof, and in any action by written consent of the Company’s shareholders, such Principal Company Shareholder shall vote, or cause to be voted, all shares of Company Common Stock owned or controlled by him, her or it at the time of such meeting of the Company’s shareholders (collectively, the “Subject Shares”): (a) in favor of approval of the Merger Agreement and the approval of the Merger and the other transactions contemplated by the Merger Agreement; (b) against any tender or exchange offer to acquire more than fifteen percent (15%) of the voting power in the Company or any of its subsidiaries, any proposal for a merger, consolidation or other business combination involving the Company or any of its subsidiaries, or any other proposal or offer to acquire in any manner more than fifteen percent (15%) of the voting power in, or more than fifteen percent (15%) of the business, assets or deposits of, the Company or any of its subsidiaries, other than the transactions contemplated by the Merger Agreement, in each case involving any party other than Parent or an affiliate of Parent (an “Acquisition Proposal”); and (c) against any action or agreement that could reasonably be expected to result in a material breach of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement, or in any manner prevent or materially impede, interfere with or delay the Merger, the approval of the Merger Agreement or the consummation of any of the transactions involving Parent and Merger Sub contemplated by the Merger Agreement.
Voting Agreement Proxy. (a) Stockholder acknowledges and agrees that it has received a copy of, and has reviewed, the Merger Agreement, a copy of which is attached hereto as Annex B.
Voting Agreement Proxy. (a) Each Principal Stockholder hereby agrees that at any meeting of the Company’s stockholders however called, and any adjournment or postponement thereof, and in any action by written consent of the Company’s stockholders, such Principal Stockholder shall vote, or cause to be voted, all shares of Company Common Stock owned or controlled by him, her or it over which such Principal Stockholder has the power to vote or direct the voting, at the time of such meeting of the Company’s stockholders (collectively, the “Subject Shares”): (i) in favor of the approval of the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement; (ii) against any Acquisition Transaction, as defined in Section 1.1(c) of the Merger Agreement, involving any party other than Acquiror or an Affiliate of Acquiror; and (iii) against any action or agreement that could reasonably be expected to: (A) result in a material breach of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement; or (B) in any manner prevent or materially impede, interfere with or delay the Merger, the adoption of the Merger Agreement or the consummation of any of the transactions involving Acquiror and Merger Sub contemplated by the Merger Agreement.
Voting Agreement Proxy. (a) To the extent this ----------------------- Agreement constitutes a voting agreement in accordance with Section 218(c) of the Delaware General Corporation Law, it is intended to comply therewith and be enforceable thereunder. The voting obligations of Sprint under this Agreement, including without limitation, those set forth in Sections 2.02, 4.02 and 4.03 hereof, shall be irrevocable.
Voting Agreement Proxy. (a) The Participant hereby agrees to vote all Shares of Common Stock acquired pursuant to the terms of this Option, with respect to any matter in which the Participant shall have the right to vote, in accordance with the recommendation of the Board. Without limiting the generality of the foregoing voting agreement, in the event of an Approved Sale (as defined below), the Participant agrees (i) to vote all such Shares of Common Stock then owned by the Participant at any regular or special meeting of shareholders (or consent pursuant to a written consent in lieu of such meeting) in favor of such Approved Sale, and to raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged or approved, (ii) to waive any and all dissenters’, appraisal or similar rights with respect to such Approved Sale, and (iii) if the Approved Sale is structured as a sale of equity securities by the shareholders of the Company, to sell all such Shares of Common Stock then owned by the Participant on the terms and conditions of such Approved Sale. “
Voting Agreement Proxy. For so long as this Agreement is in effect, each Shareholder agrees that:
Voting Agreement Proxy. Each Stockholder and each Management Stockholder hereby agrees that, during the term of this Agreement, at any meeting of the stockholders of the Company, however called, or any adjournment thereof, or by written consent, such Stockholder or Management Stockholder shall be present (in person or by proxy) and vote (or cause to be voted), or execute a written consent in respect of, all of its Shares (i) in favor of ratification or approval of any merger agreement to be entered into in connection with a Required Merger, and the consummation of any Required Merger, and (ii) against any action or agreement that would be in any way inconsistent or in conflict with any Required Merger. Each Stockholder (other than the Buyers) and each Management Stockholder hereby appoints HWH as such Stockholder's or Management Stockholder's attorney and proxy with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to the Shares of such Stockholder or Management Stockholder, solely on the matters and in the manner specified in this Section 3.06.
Voting Agreement Proxy. The Borrowers shall have delivered evidence that it has obtained the irrevolcable consent of the holders of not less than 50% of the outstanding shares of Common Stock as of the record date to the amendment to NaturalNano’s certificate of incorporation set forth in Section 7.13 of this Agreement.
Voting Agreement Proxy. Shareholder shall vote or cause to be voted all of the Shares (a) in favor of the Merger and the approval and adoption of the Merger Agreement at every meeting of shareholders of Percon at which such matters are considered and at every adjournment or postponement thereof and (b) against any Percon Acquisition Proposal at every meeting of the shareholders of Percon at which such matters are considered and at every adjournment thereof. Shareholder shall deliver to PSC immediately upon request therefor a proxy substantially in the form attached hereto as Exhibit A, which proxy shall be irrevocable to the extent permitted by law (except that such proxy shall be deemed automatically revoked upon a termination of this Agreement in accordance with Section 17), with the total number of Shares correctly indicated thereon.
Voting Agreement Proxy. Each of Primus, PNC, WSDF and the Stockholders severally agrees that, in the event and to the extent it holds securities of the Company which entitle it, pursuant to the present Articles of Organization of the Company or pursuant to applicable Massachusetts law, to vote upon the authorization of the Articles Amendment or to vote upon any other matter relative to the Plan of Reorganization and Reclassification, for and in consideration of the like covenants and undertakings herein contained, each and all of said parties shall vote affirmatively for the authorization of the Restated Articles, and for the authorization of all other transactions on the part of the Company herein contemplated, at any meeting of stockholders or securities holders of the Company, or any class thereof, or pursuant to any written consent to any action in lieu of any such meeting. Each and any such parties further acknowledge that any notice of any meeting at which the Plan of Recapitalization and Reclassification would or might be considered by securities holders of the Company shall provide a notice of the rights of dissenting stock holders for an appraisal of their shares pursuant to Sections 76 and 86-98 of Chapter 156B of the General Laws of The Commonwealth of Massachusetts, substantially in the form annexed as Exhibit E. Each of the parties hereto irrevocably agrees to and does --------- hereby waive its rights of appraisal, if any, whether arising under said statutory sections or otherwise, and agrees to execute any and all documents requested by the Company further to evidence such waiver or their respective consents to the Plan of Recapitalization and Reclassification. In furtherance of the within voting agreement of security holders of the Company, each of Primus, PNC and WSDF agrees to and does hereby constitute Xxxx X. Xxxx and Xxxxxxx X. Xxxxx or either of them as their duly designated proxy and attorney in fact, in order to effectuate the provisions of this Section 6, and has executed and does hereby deliver the several proxies annexed hereto as Exhibits -------- F-1 through F-3. Each of Primus, PNC and WSDF does hereby further declare that --- --- its respective proxy is coupled with an interest and is irrevocable. Notwithstanding anything herein to the contrary, nothing herein shall be interpreted to mean that Primus, PNC and WSDF are acting in concert as a group in connection with the voting arrangement described hereunder.
