Descriptive Heading. The descriptive headings used herein are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. The parties have caused this Agreement to be duly executed on the date first above written. PARENT: CAMBIUM HOLDINGS, INC. By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: President Address for notices: c/o ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Facsimile: [SIGNATURE PAGE TO VOTING AND SUPPORT AGREEMENT] By By: Its: Address for notices: The undersigned stockholder (the “Stockholder”) of Voyager Learning Company, a Delaware corporation (the “Company”), hereby irrevocably appoints each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇ Van Ert (collectively, the Proxyholders), as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights expressly provided herein and to act by written consent in lieu of any meeting (to the full extent that the undersigned is entitled to do so) with respect to (i) the outstanding capital stock of the Company owned of record by the Stockholder as of the date of this Proxy, which shares are specified on the final page of this Proxy, and (ii) any and all other capital stock of the Company which the Stockholder may acquire on or after the date hereof. The capital stock of the Company referred to in clauses “(i)” and “(ii)” of the immediately preceding sentence are collectively referred to as the “Shares”. Upon the undersigned’s execution of this Proxy, any and all prior proxies given by the undersigned with respect to any of the Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until such time as this Proxy is terminated in accordance with its terms.
Appears in 1 contract
Descriptive Heading. The descriptive headings used herein are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. The parties have caused this Agreement to be duly executed on the date first above written. PARENT: CAMBIUM HOLDINGS, INC. JDS UNIPHASE CORPORATION By: Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: President Senior Vice President, Corporate Development and Chief Legal Officer Address for notices: c/o JDS Uniphase Corporation 4▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLC Milpitas, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: (▇▇▇ ▇) ▇▇▇-▇▇▇▇ LIGHT ACQUISITION CORP. By: Name: C▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ FacsimileTitle: [SIGNATURE PAGE TO VOTING AND SUPPORT AGREEMENT] By By: Its: President and Secretary Address for notices: JDS Uniphase Corporation 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Milpitas, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ By: Name: Title Address for notices: — — — The undersigned stockholder (the “Stockholder”) of Voyager Learning CompanyAmerican Bank Note Holographics, Inc., a Delaware corporation (the “Company”), hereby irrevocably appoints each of C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and D▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇ Van Ert (collectively, the Proxyholders)▇, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights expressly provided herein and to act by written consent in lieu of any meeting (to the full extent that the undersigned is entitled to do so) with respect to (i) the outstanding capital stock of the Company owned of record by the Stockholder as of the date of this Proxy, which shares are specified on the final page of this Proxy, and (ii) any and all other capital stock of the Company which the Stockholder may acquire on or after the date hereof. The capital stock of the Company referred to in clauses “(i)” and “(ii)” of the immediately preceding sentence are collectively referred to as the “Shares”. Upon the undersigned’s execution of this Proxy, any and all prior proxies given by the undersigned with respect to any of the Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until such time as this Proxy is terminated in accordance with its termsShares.
Appears in 1 contract
Sources: Merger Agreement (Crane & Co Inc)
Descriptive Heading. The descriptive headings used herein are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. The parties have caused this Agreement to be duly executed on the date first above written. PARENT: CAMBIUM HOLDINGS, INC. ▇▇▇▇▇▇▇ NAVIGATION LIMITED By: :___________________________ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President Address for notices: ROADRUNNER ACQUISITION CORP. By:___________________________ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President Address for notices: c/o ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇Sunnyvale, ▇▇ ▇▇▇▇▇ AttnCalifornia 94085 By:______________________________ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Facsimile: [SIGNATURE PAGE TO VOTING AND SUPPORT AGREEMENT] By By: ItsTitle: Address for notices: Company Common Stock Held of Record Options and Other Rights Additional Securities Beneficially Owned The undersigned stockholder (the “Stockholder”) of Voyager Learning Company@Road, Inc., a Delaware corporation (the “Company”), hereby irrevocably appoints each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ Van Ert (collectively, the Proxyholders)▇▇▇▇▇▇, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights expressly provided herein and to act by written consent in lieu of any meeting (to the full extent that the undersigned is entitled to do so) with respect to (i) the outstanding capital stock of the Company owned of record by the Stockholder as of the date of this Proxy, which shares are specified on the final page of this Proxy, and (ii) any and all other capital stock of the Company which the Stockholder may acquire on or after the date hereof. The capital stock of the Company referred to in clauses “(i)” and “(ii)” of the immediately preceding sentence are collectively referred to as the “Shares”. Upon the undersigned’s execution of this Proxy, any and all prior proxies given by the undersigned with respect to any of the Shares relating to the subject matter hereof are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until such time as this Proxy is terminated in accordance with its termsShares.
Appears in 1 contract
Descriptive Heading. The descriptive headings used herein are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. The parties have caused this Agreement to be duly executed on the date first above written. PARENT: CAMBIUM HOLDINGS, INC. JDS UNIPHASE CORPORATION By: Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: President Senior Vice President, Corporate Development and Chief Legal Officer Address for notices: c/o JDS Uniphase Corporation ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLC Milpitas, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: (▇▇▇ ▇) ▇▇▇-▇▇▇▇ PURCHASER: LIGHT ACQUISITION CORP. By: Name: ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President and Secretary Address for notices: JDS Uniphase Corporation ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Milpitas, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: [SIGNATURE PAGE TO VOTING AND SUPPORT AGREEMENT] By (▇▇▇) ▇▇▇-▇▇▇▇ By: ItsName: Title Address for notices: The undersigned stockholder (the “Stockholder”) of Voyager Learning CompanyAmerican Bank Note Holographics, Inc., a Delaware corporation (the “Company”), hereby irrevocably appoints each of ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇ Van Ert (collectively, the Proxyholders)▇, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights expressly provided herein and to act by written consent in lieu of any meeting (to the full extent that the undersigned is entitled to do so) with respect to (i) the outstanding capital stock of the Company owned of record by the Stockholder as of the date of this Proxy, which shares are specified on the final page of this Proxy, and (ii) any and all other capital stock of the Company which the Stockholder may acquire on or after the date hereof. The capital stock of the Company referred to in clauses “(i)” and “(ii)” of the immediately preceding sentence are collectively referred to as the “Shares”. Upon the undersigned’s execution of this Proxy, any and all prior proxies given by the undersigned with respect to any of the Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until such time as this Proxy is terminated in accordance with its termsShares.
Appears in 1 contract
Sources: Merger Agreement (American Bank Note Holographics Inc)
Descriptive Heading. The descriptive headings used herein are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. The parties have caused this Agreement to be duly executed on the date first above written. PARENT: CAMBIUM HOLDINGS, INC. JDS UNIPHASE CORPORATION By: Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: President Senior Vice President, Corporate Development and Chief Legal Officer Address for notices: c/o JDS Uniphase Corporation ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLC Milpitas, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: (▇▇▇ ▇) ▇▇▇-▇▇▇▇ LIGHT ACQUISITION CORP. By: Name: ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President and Secretary Address for notices: JDS Uniphase Corporation ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Milpitas, CA 95035 Attn: Office of the Chief Legal Officer Facsimile: [SIGNATURE PAGE TO VOTING AND SUPPORT AGREEMENT] By (▇▇▇) ▇▇▇-▇▇▇▇ By: ItsName: Title: Address for notices: The undersigned stockholder (the “Stockholder”) of Voyager Learning CompanyAmerican Bank Note Holographics, Inc., a Delaware corporation (the “Company”), hereby irrevocably appoints each of ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇ Van Ert (collectively, the Proxyholders)▇, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights expressly provided herein and to act by written consent in lieu of any meeting (to the full extent that the undersigned is entitled to do so) with respect to (i) the outstanding capital stock of the Company owned of record by the Stockholder as of the date of this Proxy, which shares are specified on the final page of this Proxy, and (ii) any and all other capital stock of the Company which the Stockholder may acquire on or after the date hereof. The capital stock of the Company referred to in clauses “(i)” and “(ii)” of the immediately preceding sentence are collectively referred to as the “Shares”. Upon the undersigned’s execution of this Proxy, any and all prior proxies given by the undersigned with respect to any of the Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until such time as this Proxy is terminated in accordance with its termsShares.
Appears in 1 contract
Descriptive Heading. The descriptive headings used herein are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. The parties have caused this Agreement to be duly executed on the date first above written. PARENT▇▇▇▇▇▇▇ NAVIGATION LIMITED By: CAMBIUM HOLDINGS, INCName: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President Address for notices: ROADRUNNER ACQUISITION CORP. By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President Address for notices: c/o ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇Sunnyvale, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Facsimile: [SIGNATURE PAGE TO VOTING AND SUPPORT AGREEMENT] By California 94085 By: ItsName: Title: Address for notices: The undersigned stockholder (the “Stockholder”) of Voyager Learning Company@Road, Inc., a Delaware corporation (the “Company”), hereby irrevocably appoints each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ Van Ert (collectively, the Proxyholders)▇▇▇▇▇▇, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights expressly provided herein and to act by written consent in lieu of any meeting (to the full extent that the undersigned is entitled to do so) with respect to (i) the outstanding capital stock of the Company owned of record by the Stockholder as of the date of this Proxy, which shares are specified on the final page of this Proxy, and (ii) any and all other capital stock of the Company which the Stockholder may acquire on or after the date hereof. The capital stock of the Company referred to in clauses “(i)” and “(ii)” of the immediately preceding sentence are collectively referred to as the “Shares”. Upon the undersigned’s execution of this Proxy, any and all prior proxies given by the undersigned with respect to any of the Shares relating to the subject matter hereof are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until such time as this Proxy is terminated in accordance with its termsShares.
Appears in 1 contract
Sources: Voting Agreement (@Road, Inc)