Stockholder Voting Agreement Sample Contracts

AMENDMENT TO STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • April 30th, 2008 • Vardon Capital Management, LLC • Retail-furniture stores • Delaware
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STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • February 19th, 2008 • Restoration Hardware Inc • Retail-furniture stores • Delaware

THIS STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is made and entered into as of November 8, 2007, by and between Restoration Hardware, Inc., a Delaware corporation (the ”Company”) and the undersigned stockholder (the “Stockholder”).

AMENDMENT TO STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • February 19th, 2008 • Restoration Hardware Inc • Retail-furniture stores • Delaware

THIS AMENDMENT TO STOCKHOLDER VOTING AGREEMENT (this “Amendment”) is made as of January 24, 2008, by and between Restoration Hardware, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder (the “Stockholder”).

STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • November 19th, 2007 • Palo Alto Investors, LLC • Retail-furniture stores • Delaware

THIS STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is made and entered into as of November 8, 2007, by and between Restoration Hardware, Inc., a Delaware corporation (the “Company”) and the undersigned stockholder (the “Stockholder”).

AMENDMENT TO STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • January 25th, 2008 • Glenhill Advisors LLC • Retail-furniture stores • Delaware

THIS AMENDMENT TO STOCKHOLDER VOTING AGREEMENT (this “Amendment”) is made as of January 24, 2008, by and between Restoration Hardware, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder (the “Stockholder”).

STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • May 28th, 2013 • Omthera Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

STOCKHOLDER VOTING AGREEMENT (this “Agreement”) dated as of May 27, 2013 between Zeneca, Inc., a Delaware corporation (“Parent”), and Gerald L. Wisler (“Stockholder”).

STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • December 23rd, 2010 • American Surgical Holdings Inc • Services-health services • Delaware

This STOCKHOLDER VOTING AGREEMENT (this “Agreement”) dated as of December 20, 2010 between AH Holdings, Inc. (“Parent”), a Delaware corporation, and Zak W. Elgamal (the “Stockholder”).

EX-99.2 2 dex992.htm STOCKHOLDER VOTING AGREEMENT STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • May 5th, 2020 • Delaware

STOCKHOLDER VOTING AGREEMENT, dated as of April 15, 2005 (this “Agreement”), by and among SeaChange International, Inc. (“Purchaser”) and the stockholders of Liberate Technologies (“Seller”) identified as the signatories hereto (collectively, the “Principal Stockholders,” and each a “Principal Stockholder”).

Contract
Stockholder Voting Agreement • December 31st, 2007 • Bae Systems PLC • Services-computer integrated systems design • Delaware

This STOCKHOLDER VOTING AGREEMENT (this “Agreement”), dated as of December 21, 2007, is by and between BAE Systems, Inc., a Delaware corporation (“Parent”), Rajesh K. Soin (the “Individual Stockholder”) and Rivas Enterprises Limited Partnership III (together with the Individual Stockholder, each, a “Stockholder” and collectively, the “Stockholders”).

AMENDMENT TO STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • January 28th, 2008 • Palo Alto Investors, LLC • Retail-furniture stores • Delaware

THIS AMENDMENT TO STOCKHOLDER VOTING AGREEMENT (this “Amendment”) is made as of January 24, 2008, by and between Restoration Hardware, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder (the “Stockholder”).

AMENDED AND RESTATED STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • August 5th, 2015 • Allergan PLC • Pharmaceutical preparations • Delaware

THIS AMENDED AND RESTATED STOCKHOLDER VOTING AGREEMENT, dated as of August 4, 2015 (as amended, modified or supplemented from time to time in accordance with its terms, this “Agreement”), is entered into by and between Allergan plc, a company incorporated under the laws of Ireland (“Parent”), and each of the individuals or entities listed on the signature pages hereto (each, a “Stockholder” and, together, the “Stockholders”) and amends and restates in its entirety that certain Stockholder Voting Agreement, dated as of June 17, 2015, by and among Parent and the Stockholders (the “Original Agreement”).

STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • January 29th, 2021 • Element Partners, LLC • Services-amusement & recreation services • Delaware

STOCKHOLDER VOTING AGREEMENT, dated as of January 19, 2021 (this “Agreement”), by and among Element Partners, LLC, a Delaware limited liability company (“Buyer”), and the stockholders of Allied Esports Entertainment, Inc., a Delaware corporation (“Parent”), identified as the signatories hereto (collectively, the “Principal Stockholders,” and each a “Principal Stockholder”).

STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • July 9th, 2007 • Marshall & Ilsley Corp/Wi/ • National commercial banks • Indiana

STOCKHOLDER VOTING AGREEMENT, dated as of July 8, 2007 (this “Agreement”), among Marshall & Ilsley Corporation, a Wisconsin corporation (the “Company”), and the persons listed on Schedule I attached hereto (each, a “Stockholder,” and collectively, the “Stockholders”).

STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • February 24th, 2004 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals • Delaware

THIS STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is entered into as of the 22nd day of February, 2004 between Credence Systems Corporation, a Delaware corporation (“Parent”), and the undersigned stockholder (“Stockholder”) of NPTest Holding Corporation, a Delaware corporation (“Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).

STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • October 11th, 2007 • Delaware

THIS STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is made, entered into, and effective as of October 4, 2007, by and among Lighting Science Group Corporation, a Delaware corporation (“LSG”), LED Holdings, LLC, a Delaware limited liability company (“LED”), and the persons listed on Schedule A to this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”).

STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • December 13th, 2013 • Performance Technologies Inc \De\ • Computer communications equipment • Delaware

This Stockholder Voting Agreement (this “Agreement”) is made and entered into as of December 12, 2013, by and between Sonus Networks, Inc., a Delaware corporation (“Parent”) and the undersigned stockholder (“Stockholder”) of Performance Technologies, Incorporated, a Delaware corporation (the “Company”).

STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • June 12th, 2007 • Bbac LLC • Retail-eating places • Delaware

THIS STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is made and entered into as of June 10, 2007, by and among BBAC, LLC, a Delaware limited liability company (“Parent”), BACK YARD BURGERS, INC., a Delaware corporation (the “Company”), and the undersigned stockholder (“Stockholder”) of the Company.

STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • March 31st, 2005 • Interpool Inc • Services-equipment rental & leasing, nec

STOCKHOLDER VOTING AGREEMENT, dated as of September 10, 2004 (the “Agreement”), among INTERPOOL, INC., a Delaware corporation (the “Company”), and the undersigned beneficial owners (the “Stockholders”) of certain shares of the common stock, par value $.001, of the Company (“Company Common Stock”).

STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • January 3rd, 2019 • Safety, Income & Growth, Inc. • Lessors of real property, nec • Maryland

This Stockholder Voting Agreement (this “Agreement”) is made and entered into as of January 2, 2019, by and among Safety, Income & Growth Inc., a Maryland corporation (the “Company”), and the undersigned stockholder (the “Stockholder”) of the Company.

EX-99.12 7 dex9912.htm FORM OF STOCKHOLDER VOTING AGREEMENT DATED JUNE 12, 2003 FORM OF STOCKHOLDER VOTING AGREEMENT DATED JUNE 12, 2003 BY AND AMONG THE INVESTORS AND CERTAIN OTHER SHAREHOLDERS OF THE ISSUER STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • May 5th, 2020 • Delaware

THIS STOCKHOLDER VOTING AGREEMENT is made and entered into on June , 2003, by and among Capital International Asia CDPQ Inc., a Canadian corporation (“CDPQ”), Quilvest Asian Equity Ltd., a British Virgin Islands corporation (“Quilvest”), Mercantile Capital Partners I, LP, an Illinois limited partnership (“Mercantile”), Asia Internet Investment Group I, LLC, a Delaware limited liability company (“AIIG”), BAPEF Investments XII Ltd., a British Virgin Islands corporation (“BAPEF”), and Stonehenge Opportunity Fund, LLC, a Delaware limited liability company (“Stonehenge”) (collectively referred to as the “Stockholders” and individually referred to as a “Stockholder”).

STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • December 17th, 2015 • Authentidate Holding Corp • Services-computer integrated systems design • Delaware

THIS STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is made and entered into as of December , 2015, by and among Peachstate Health Management LLC, a limited liability company formed under the laws of the state of Georgia (“Target”), Authentidate Holding Corp., a Delaware corporation (“Buyer”), and the undersigned stockholders (each, a “Stockholder” and, collectively, the “Stockholders”) of Buyer.

STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • July 21st, 2010 • Alloy Inc • Services-advertising agencies • Delaware

This STOCKHOLDER VOTING AGREEMENT (this “Agreement”), is entered into as of June 23, 2010, by and among Alloy Media Holdings, L.L.C., a Delaware limited liability company (the “Buyer”), the stockholders listed on the signature pages hereto (each a “Stockholder” and collectively, the “Stockholders”), and, solely for the purposes of Section 4.4 hereof, Alloy, Inc., a Delaware corporation (the “Company”).

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STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • August 2nd, 2002 • Harrahs Entertainment Inc • Services-miscellaneous amusement & recreation • Delaware

This STOCKHOLDER VOTING AGREEMENT (this "Agreement") is entered into as of July 30, 2002, by and between Harrah's Operating Company, Inc., a Delaware corporation ("Parent") and Paul D. Debban, an individual (the "Stockholder").

STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • May 12th, 2008 • G&R Acquisition, Inc. • Retail-eating places • Delaware

This STOCKHOLDER VOTING AGREEMENT (this “Agreement”), dated as of April 28, 2008, is entered into by and among G&R Acquisition, Inc., a Delaware corporation (the “Parent”), G&R Acquisition Subsidiary, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (the “Purchaser”), and certain stockholders of Max & Erma’s Restaurants, Inc., a Delaware corporation (the “Company”), each of which is identified on Schedule A attached hereto (each a “Stockholder” and collectively, the “Stockholders”).

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • March 7th, 2007 • Tengelmann Warenhandelsgesellschaft Kg • Retail-grocery stores • Delaware

WHEREAS, the Company, The Great Atlantic & Pacific Tea Company, Inc., a Maryland corporation (“Parent”), and Sand Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), have entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date of this Agreement, pursuant to which, on the Closing Date, Merger Sub will merge with and into the Company (the “Merger”) (capitalized terms not defined herein shall have the meanings assigned to such terms in the Merger Agreement);

STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • June 12th, 2019 • 180 Degree Capital Corp. /Ny/ • Investors, nec • Delaware

STOCKHOLDER VOTING AGREEMENT (this “Agreement”), dated as of June 11, 2019, by and among TheMaven, Inc., a Delaware corporation (“Parent”) and the stockholders listed on Schedule I hereto (each, a “Stockholder” and collectively, the “Stockholders”).

EX-10.2 4 dex102.htm VOTING AGREEMENT STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • May 5th, 2020 • Delaware

THIS STOCKHOLDER VOTING AGREEMENT (“Agreement”), dated as of February 15, 2006, is by and between ANSYS, Inc., a Delaware corporation (“Parent”), and Willis Stein & Partners II, L.P., Willis Stein & Partners III, L.P., Willis Stein & Partners Dutch, L.P., Willis Stein & Partners Dutch III-A, L.P., Willis Stein & Partners Dutch III-B, L.P., and Willis Stein & Partners III-C, L.P., as holders of common stock, par value $0.01 per share, of Parent (“Common Stock”) (individually a “Stockholder” and collectively the “Stockholders”).

STOCKHOLDER VOTING AGREEMENT BY AND BETWEEN AMGEN INC. and The Stockholders Identified on Schedule A attached hereto Dated as of March 28, 2004
Stockholder Voting Agreement • March 30th, 2004 • Tularik Inc • Pharmaceutical preparations • Delaware

This STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is entered into as of March 28, 2004, by and among Amgen Inc., a Delaware corporation (“Parent”), and the Stockholders of Tularik Inc., a Delaware corporation (the “Company”) identified on Schedule A attached hereto (each a “Stockholder” and collectively, the “Stockholders”).

FORM OF STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • February 8th, 2006 • Midwest Banc Holdings Inc • National commercial banks • Illinois

STOCKHOLDER VOTING AGREEMENT, dated as of February 8, 2006 (the “Agreement”), among Midwest Banc Holdings, Inc., a Delaware corporation (the “Company”) and the persons listed on Schedule I hereto (each a “Stockholder” and, collectively, the “Stockholders”).

STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • July 19th, 2004 • Digitas Inc • Services-business services, nec

STOCKHOLDER VOTING AGREEMENT (“Agreement”), dated as of , 2004, by and between Digitas Inc., a Delaware corporation (the “Buyer”), and the undersigned holder of common stock, par value $0.001 per share, of Modem Media, Inc., a Delaware corporation (“Stockholder”).

STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • January 29th, 2021 • Element Partners, LLC • Services-amusement & recreation services • Delaware

STOCKHOLDER VOTING AGREEMENT, dated as of January 19, 2021 (this “Agreement”), by and between Element Partners, LLC, a Delaware limited liability company (“Buyer”), and a stockholder of Allied Esports Entertainment, Inc., a Delaware corporation (“Parent”), identified as the signatory hereto (the “Principal Stockholder”).

AGREEMENT AND PLAN OF MERGER
Stockholder Voting Agreement • November 6th, 2006 • Navteq Corp • Services-prepackaged software • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 5, 2006, by and among NAVTEQ Corporation, a Delaware corporation (“Parent”), NAVTEQ Holdings B.V., a corporation organized under the laws of The Netherlands and a wholly-owned subsidiary of Parent (“BV Sub”), NAVTEQ Holdings Delaware, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of BV Sub (“Merger Sub”), and Traffic.com, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.

STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • November 6th, 2006 • Navteq Corp • Services-prepackaged software • Delaware

This STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is made and entered into as of November 6, 2006 by and among NAVTEQ Corporation, a Delaware corporation (the “Parent”), NAVTEQ Holdings B.V., a corporation organized under the laws of The Netherlands (“BV Sub”), NAVTEQ Holdings Delaware, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), Traffic.com, Inc., a Delaware corporation (the “Company”), and the person whose name appears on the signature page hereto as a Stockholder (the “Stockholder”) of the Company. Capitalized terms used and not otherwise defined herein, and defined in the Merger Agreement (as defined below), shall have the respective meanings ascribed to them in the Merger Agreement.

STOCKHOLDER VOTING AGREEMENT BY AND AMONG PRICESMART, INC. and THE STOCKHOLDERS LISTED ON SCHEDULE A HERETO Dated as of October 4, 2004
Stockholder Voting Agreement • October 8th, 2004 • Pricesmart Inc • Retail-variety stores • Delaware

THIS STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is made and entered into as of October 4, 2004, by and among PriceSmart, Inc., a Delaware corporation (the “Company”), and each of the entities listed on Schedule A hereto (each a “Stockholder,” and collectively, the “Stockholders”).

AMENDMENT TO STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • January 29th, 2008 • RCGM LLC • Retail-furniture stores • Delaware

THIS AMENDMENT TO STOCKHOLDER VOTING AGREEMENT (this “Amendment”) is made as of January 24, 2008, by and between Restoration Hardware, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder (the “Stockholder”).

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