Voting Agreement Proxy Sample Clauses
The Voting Agreement; Proxy clause establishes a binding commitment among certain parties to vote their shares in a specified manner, often in accordance with the directions of a majority or a designated group. In practice, this clause may require shareholders to vote in favor of board nominees or key corporate actions, and it can include the granting of an irrevocable proxy, allowing another party to cast votes on their behalf. Its core function is to ensure coordinated voting, prevent deadlock, and provide certainty in decision-making processes within the company.
Voting Agreement Proxy. From the date hereof until the earlier of (a) the final adjournment of the Company Shareholders Meeting, (b) the termination of this Agreement in accordance with its terms or (c) the approval of the Company Shareholder Matters at the Company Shareholders Meeting (such period of time, the “Support Period”), the Stockholder irrevocably and unconditionally hereby agrees, that at the Company Shareholders Meeting (whether annual or special and each adjourned or postponed meeting), or in connection with any written consent of the Company’s stockholders to vote upon the Company Shareholder Matters, the Stockholder shall (i) appear at the Company Shareholder Meeting or otherwise cause all of his or her Existing Shares and all other shares of Company Common Stock or voting securities of the Company over which such Stockholder has acquired beneficial or record ownership after the date hereof and has the power to vote or direct the voting of (including any shares of Company Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Company Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities or otherwise) (together with the Existing Shares, the “Shares”), to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (A) in favor of the approval of the Company Shareholder Matters, (B) in favor of any proposal to adjourn or postpone the Company Shareholder Meeting to a later date if there are not sufficient votes to approve the Company Shareholder Matters, (C) against any action or proposal in favor of an Acquisition Proposal, and (D) against any action, proposal, transaction or agreement that would reasonably be likely to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Company contained in the Merger Agreement, or of the Stockholder contained in this Agreement, or (2) prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger; provided, that the foregoing applies solely to the Stockholder in his or her capacity as a stockholder and the Stockholder makes no agreement or understanding in this Agreement in the Stoc...
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.
(b) In order to ensure that the voting agreements set forth in Sections 2.02, 4.02 and 4.03 hereof will be fulfilled, each of Sprint and Sprint L.P. agrees to grant, and concurrently with the execution of this Agreement hereby grants, to the Company and Newco, or either of them, an Irrevocable Proxy, coupled with an interest, with respect to (a) the matters contemplated by Section 2.02 hereof, all of the Equity Securities owned by Affiliated Equity Holders and (b) with respect to the matters contemplated by Section 4.02 or Section 4.03 hereof, the Specified Number of Equity Securities covered by such voting agreements which Sprint or Sprint L.P. beneficially owns, as determined under Rule 13d-3 of the Exchange Act, in each such case, for and in the name, place and stead of such stockholder or any of its Affiliated Equity Holders, at any annual or special meeting of the holders of Newco Common Stock and at any adjournment or postponement thereof, or pursuant to any consent in lieu of a meeting. The Irrevocable Proxy granted by each of the Sprint and Sprint L.P. constitutes the valid and effective irrevocable proxy, coupled with an interest, of each of Sprint and Sprint L.P. in respect of the Equity Securities beneficially owned by each of them, within the meaning of Section 212(e) of the Delaware General Corporation Law; revokes any proxy or proxies or powers of attorney heretofore given by either of them in respect of such Equity Securities; shall remain in full force and effect and is and shall be irrevocable until the termination of this Agreement and is coupled with an interest and an integral part of the benefits and obligations of each of Sprint and Sprint L.P. and the rights and benefits of the Company and Newco.
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. “Approved Sale” means a Change in Control which has been approved by the Board. The Participant will take all actions requested by the Company in connection with the consummation of an Approved Sale, including, without limitation, entering into an agreement reflecting the terms of the Approved Sale, surrendering certificates, giving customary and reasonable representations and warranties, and executing and delivering customary certificates or other documents.
Voting Agreement Proxy. Each Stockholder, MSD Stockholder and 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, MSD 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), MSD Stockholder and Management Stockholder hereby appoints HWH as such Stockholder's, MSD 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, MSD Stockholder or Management Stockholder, solely on the matters and in the manner specified in this Section 3.06.
Voting Agreement Proxy. 5.1 Pre-Closing Voting Agreement. Subject to and without limiting the effect of Section 5.2, Stockholder hereby agrees that, from the date hereof until the Closing, at any meeting of the stockholders of the Company, however called, and in any action by written consent of the stockholders of the Company, Stockholder shall, to the extent applicable, (a) vote (or execute a consent in respect of) all of the Subject Common Shares and the Schedule 2 Shares in favor of any of the transactions or other matters contemplated by the Transaction Documents (as defined in the Purchase Agreement") (the "Transactions"), and (b) vote (or execute a consent in respect of) the Subject Common Shares and the Schedule 2 Shares against any action or agreement that would reasonably be expected to impede, interfere with, delay or attempt to discourage any of the Transactions, including, but not limited to: (i) any extraordinary corporate transaction (other than the Transactions), such as a merger, reorganization, recapitalization or liquidation involving the Company or any of the Company Subsidiaries (as defined in the Purchase Agreement) or any proposal made in opposition to or in competition with the Transactions; (ii) a sale or transfer of a material amount of assets of the Company or any of the Company Subsidiaries; (iii) any change (other than the Transactions) in the management or board of directors of the Company, except as otherwise agreed to in writing by Parent; (iv) any material change (other than the Transactions) in the present capitalization or dividend policy of the Company; or (v) any other material change (other than the Transactions) in the corporate structure or business of the Company or any of the Company Subsidiaries.
Voting Agreement Proxy. Frad▇▇▇▇ ▇▇▇ll have the right, pursuant to this Agreement, to direct, in his sole discretion, the manner in which the Sull▇▇▇▇ ▇▇▇res are voted at any and all annual or special meetings of the stockholders of the Company and to direct the execution (or abstention from execution) of any consents in lieu thereof. In support of such right, and as part of the consideration provided herewith, Sull▇▇▇▇ ▇▇▇ll execute an irrevocable proxy (the "PROXY"), coupled with an interest, in the form attached hereto as Exhibit A, granting Frad▇▇▇▇ ▇▇▇ right to attend any and all annual or special meetings of the stockholders of the Company occurring during the term of this Agreement and to vote, execute consents, and otherwise represent, with full power of substitution, the Sull▇▇▇▇ ▇▇▇res as Frad▇▇▇▇ ▇▇▇s fit and in Fradella's sole and unrestricted discretion.
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. 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. 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. For so long as this Agreement is in effect, each Shareholder agrees that:
(a) He shall vote, or cause to be voted, all of his Shares in favor of the approval and adoption of the Merger as provided for in the Merger Agreement and the transactions contemplated therein.
(b) In any meeting of the stockholders of Peerless called to consider the Merger and in any action by consent of the stockholders of Peerless with respect to the Merger, he shall vote or cause to be voted all of his Shares: (i) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of Peerless under the Merger Agreement or of such Shareholder under this Agreement; and (ii) against any action or agreement that would impede, interfere with or discourage the transactions contemplated by the Merger Agreement, including, without limitation: (1) any extraordinary corporate transaction, such as a merger, reorganization or liquidation involving Peerless or any of its subsidiaries, (2) a sale or transfer of a material amount of assets of Peerless or any of its subsidiaries or the issuance of securities by Peerless or any of its subsidiaries; (3) any change in the Peerless Board of Directors, (4) any change in the present capitalization or dividend policy of Peerless or any of its subsidiaries (other than as contemplated by the Merger Agreement) or (5) any other material change in Peerless' or any of its subsidiaries' corporate structure or business.
(c) He shall, upon request, grant Jack ▇▇▇▇▇ ▇▇ irrevocable proxy appointing Jack ▇▇▇▇▇ ▇▇ its designee(s), with full power of substitution, its attorney and proxy to vote all such Shareholder's Shares at any meeting of the stockholders of Peerless called to consider the Merger or in connection with any action by written consent by the stockholders of Peerless with respect to the Merger. Each Shareholder acknowledges and agrees that such proxy, if and when given, will be coupled with an interest, will be irrevocable and shall not be terminated by operation of law or otherwise upon the occurrence of any event and that no subsequent proxies will be given ( and if given will not be effective).
(d) Nothing contained herein shall be deemed to vest in Jack ▇▇▇▇▇ ▇▇▇ direct or indirect ownership of any Shares. By reason of this Agreement, Jack ▇▇▇▇▇ ▇▇▇ll have no authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the policies o...