SEC Filings
![]() |
SC 13D/A | |
GLAZER MALCOLM I filed this Form SC 13D/A on 09/18/2006 | |
Entire Document |
<< Previous Page | Next Page >> | |
Table of Contents
(g) the Seller shall have delivered to the Purchaser a Certificate of the Secretary or
Assistant Secretary of the Seller, together with true and correct copies of the Sellers articles
of incorporation and bylaws, and all amendments thereto, true and correct copies of the
resolutions of the Sellers board of directors and stockholders authorizing or ratifying the
execution, delivery and performance of this Agreement, and the names of the officer or officers of
the Seller authorized to sign this Agreement, together with a sample of the true signature of each
such officer;
(h) the Sellers counsel (which may include the law firms of Woods Oviatt Gilman LLP and
Woodburn and Wedge) shall have delivered its legal opinion in the form of Exhibit E annexed
hereto;
(i) TM Capital Corp. shall have delivered to the Purchaser a certificate in which it shall
have confirmed the TM Capital Solvency Opinion as of the Closing Date and the Sellers right to
continue to rely thereon; provided, however, that if TM Capital Corp. is unwilling
or unavailable to deliver such certificate, the Purchaser shall use its reasonable best efforts to
engage another investment banking firm and provide it with the necessary background materials for
the purposes of delivering such certificate;
(j) the Seller shall have delivered to the Purchaser resignations of Avram A. Glazer and
Leonard DiSalvo, dated the Closing Date and in the form attached as Exhibit F; and
(k) the Seller shall have delivered to the Purchaser such other documents and instruments as
may be reasonably required to consummate the transactions contemplated by this Agreement and to
comply with the terms hereof.
ARTICLE 9
FURTHER AGREEMENTS
SECTION 9.1 Voting.
(a) The Seller and the Purchaser agree that at all times prior to the Closing, the Purchaser
shall have no rights as a stockholder with respect to the Subject Shares by virtue of this
Agreement or otherwise, and all such rights, including the right to vote the Subject Shares, shall
remain with the Seller.
(b) Provided that the Purchaser is not then in material breach of any provision of this
Agreement or the other Acquisition Documents, during the period from the Closing to the occurrence
of a Voting Agreement Termination Event, in the event that any action is submitted to the holders
of Common Stock for their approval, whether at a meeting or by written consent, the Seller will,
subject to Section 9.1(b) below, unless otherwise approved in writing in advance by the Purchaser,
cause to be voted all shares of Common Stock as to which the Seller has the right to vote or direct
the vote (the Voting Securities) in favor of the directors nominated by the Purchasers
board of directors or a committee thereof and in favor of all actions approved and recommended by
the Purchasers board of directors; provided, however, that this Section 9.1 shall
not apply to any merger, consolidation, stock exchange, asset sale, dissolution, recapitalization,
restructuring, charter amendment or similar transaction the effect of which will
22
| |
<< Previous Page | Next Page >> |