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Subscribers | 2001 |
Voting Agreement
Voting Agreement (28K)
Doc #426868: Click preview link for longer preview.
VOTING AGREEMENT
VOTING AGREEMENT (this "Agreement"), dated as of May 30, 2001, by and among DEERE & COMPANY, a Delaware corporation ("Parent"), GREEN MERGERSUB, INC., a Delaware corporation and a newly-formed, wholly-owned subsidiary of Parent ("Acquisition Sub"), and the stockholders listed on Schedule I hereto (each, a "Stockholder").
W I T N E S S E T H:
WHEREAS, prior to the execution and delivery of this Agreement, an Agreement and Plan of Merger (as such agreement may be amended from time to time, the "Merger Agreement") has been entered into by and among Parent, Acquisition Sub and Roof, a Delaware corporation (the "Company"), pursuant to which the Company has agreed to merge with and into Acquisition Sub, with Acquisition Sub continuing as the surviving corporation (the "Merger"); and
WHEREAS, as a condition to, and in consideration for, Parent's and Acquisition Sub's willingness to enter into the Merger Agreement and to consummate the transactions contemplated thereby, Parent and Acquisition Sub have required that the Stockholder enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:
Section 1. Definitions. For purposes of this Agreement:
"Company Securities" means the Company's common stock, par value $0.10 per share.
"Stockholder Shares" means (i) the Existing Securities (as defined in Section 5(a)(i) hereof) set forth on Schedule I hereto, (ii) any shares of Company Securities distributed prior to the termination of this Agreement in respect of the Stockholder's Shares by reason of a stock dividend, split-up, recapitalization, reclassification, combination, merger, exchange of shares or otherwise and (iii) any other shares of the Company Securities of which the Stockholder acquires ownership, either directly or indirectly, after the date hereof and prior to the Effective Time.
Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.
Section 2. Agreement to Vote Shares. Until the termination of this Agreement in accordance with the terms hereof, the Stockholder shall, at any meeting of the holders of any class of Company Securities, however such meeting is called and regardless of whether such meeting is a special or annual meeting of the stockholders of the Company, or at any adjournment thereof, or in connection with any written consent of the stockholders of the Company, vote, or cause to be voted, the Stockholder Shares, (a) in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company; (ii) any sale, lease or transfer of a material amount of assets of the Company or any reorganization, recapitalization, dissolution or liquidation of the Company or (iii) (W) any change in the majority of the board of directors of the Company; (X) any material change in the present capitalization of the Company or any amendment of the certificate of incorporation or similar governing document of the Company; (Y) any other material change in the corporate structure or business of the Company; or (Z) any other action, which, in the case of each of the matters referred to in clauses (W), (X) and (Y) above, is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or materially adversely affect the contemplated economic benefits to Parent or Acquisition Sub of the Merger or the transactions contemplated hereby or by the Merger Agreement. {PAGE}
Section 3. Revocation of Proxies; Reliance.
(a) The Stockholder hereby represents that any proxies heretofore given in respect of the Stockholder Shares are not irrevocable, and that any such proxies are hereby revoked.
(b) The Stockholder understands and acknowledges that Parent and Acquisition Sub have entered into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that this Agreement is given in connection with the execution of the Merger Agreement and agrees to the duties of the Stockholder under this Agreement.
Section 4. Covenants of the Stockholder. The Stockholder hereby agrees and covenants that:
(a) Restriction on Transfers. Except as may otherwise be agreed to by Parent in writing, the Stockholder shall not (i) transfer (which term shall include, without limitation, any sale, gift, pledge, hypothecation or other disposition), or consent to any transfer of, any or all of the Stockholder Shares, or any interest therein if such transfer would result in the
426868
| |
Skadden
As referenced in this Voting Agreement:
Skadden, Arps – b)):
if to Parent or Acquisition Sub:
Deere & Company
One John Deere Place
Moline, Illinois 61265
Telecopier No.: (309) 765-5892
Attention: General Counsel
4
{PAGE}
with a copy to:
Skadden, Arps , Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
Telecopier No.: (212) 735-2000
Attention: David J. Friedman
if to the Stockholder, to Stockholder and _____________
dt 1431054
|
| Preview
Subscribers | 2001 |
Voting Agreement
Voting Agreement (28K)
Doc #426879: Click preview link for longer preview.
VOTING AGREEMENT
VOTING AGREEMENT (this "Agreement"), dated as of May 30, 2001, by and among DEERE & COMPANY, a Delaware corporation ("Parent"), GREEN MERGERSUB, INC., a Delaware corporation and a newly-formed, wholly-owned subsidiary of Parent ("Acquisition Sub"), and the stockholders listed on Schedule I hereto (each, a "Stockholder").
W I T N E S S E T H:
WHEREAS, prior to the execution and delivery of this Agreement, an Agreement and Plan of Merger (as such agreement may be amended from time to time, the "Merger Agreement") has been entered into by and among Parent, Acquisition Sub and Roof, a Delaware corporation (the "Company"), pursuant to which the Company has agreed to merge with and into Acquisition Sub, with Acquisition Sub continuing as the surviving corporation (the "Merger"); and
WHEREAS, as a condition to, and in consideration for, Parent's and Acquisition Sub's willingness to enter into the Merger Agreement and to consummate the transactions contemplated thereby, Parent and Acquisition Sub have required that the Stockholder enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:
Section 1. Definitions. For purposes of this Agreement:
"Company Securities" means the Company's common stock, par value $0.10 per share.
"Stockholder Shares" means (i) the Existing Securities (as defined in Section 5(a)(i) hereof) set forth on Schedule I hereto, (ii) any shares of Company Securities distributed prior to the termination of this Agreement in respect of the Stockholder's Shares by reason of a stock dividend, split-up, recapitalization, reclassification, combination, merger, exchange of shares or otherwise and (iii) any other shares of the Company Securities of which the Stockholder acquires ownership, either directly or indirectly, after the date hereof and prior to the Effective Time.
Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.
Section 2. Agreement to Vote Shares. Until the termination of this Agreement in accordance with the terms hereof, the Stockholder shall, at any meeting of the holders of any class of Company Securities, however such meeting is called and regardless of whether such meeting is a special or annual meeting of the stockholders of the Company, or at any adjournment thereof, or in connection with any written consent of the stockholders of the Company, vote, or cause to be voted, the Stockholder Shares, (a) in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company; (ii) any sale, lease or transfer of a material amount of assets of the Company or any reorganization, recapitalization, dissolution or liquidation of the Company or (iii) (W) any change in the majority of the board of directors of the Company; (X) any material change in the present capitalization of the Company or any amendment of the certificate of incorporation or similar governing document of the Company; (Y) any other material change in the corporate structure or business of the Company; or (Z) any other action, which, in the case of each of the matters referred to in clauses (W), (X) and (Y) above, is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or materially adversely affect the contemplated economic benefits to Parent or Acquisition Sub of the Merger or the transactions contemplated hereby or by the Merger Agreement. {PAGE}
Section 3. Revocation of Proxies; Reliance.
(a) The Stockholder hereby represents that any proxies heretofore given in respect of the Stockholder Shares are not irrevocable, and that any such proxies are hereby revoked.
(b) The Stockholder understands and acknowledges that Parent and Acquisition Sub have entered into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that this Agreement is given in connection with the execution of the Merger Agreement and agrees to the duties of the Stockholder under this Agreement.
Section 4. Covenants of the Stockholder. The Stockholder hereby agrees and covenants that:
(a) Restriction on Transfers. Except as may otherwise be agreed to by Parent in writing, the Stockholder shall not (i) transfer (which term shall include, without limitation, any sale, gift, pledge, hypothecation or other disposition), or consent to any transfer of, any or all of the Stockholder Shares, or any interest therein if such transfer would result in the
426879
| |
Skadden
As referenced in this Voting Agreement:
Skadden, Arps – b)):
if to Parent or Acquisition Sub:
Deere & Company
One John Deere Place
Moline, Illinois 61265
Telecopier No.: (309) 765-5892
Attention: General Counsel
4
{PAGE}
with a copy to:
Skadden, Arps , Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
Telecopier No.: (212) 735-2000
Attention: David J. Friedman
if to the Stockholder, to Stockholder and _____________
dt 1431055
|
| Preview
Subscribers | 2001 |
Voting Agreement
Voting Agreement (30K)
Doc #426882: Click preview link for longer preview.
VOTING AGREEMENT
VOTING AGREEMENT (this "Agreement"), dated as of May 30, 2001, by and among DEERE & COMPANY, a Delaware corporation ("Parent"), GREEN MERGERSUB, INC., a Delaware corporation and a newly-formed, wholly- owned subsidiary of Parent ("Acquisition Sub"), and the stockholders listed on Schedule I hereto (each, a "Stockholder").
W I T N E S S E T H: - - - - - - - - - -
WHEREAS, prior to the execution and delivery of this Agreement, an Agreement and Plan of Merger (as such agreement may be amended from time to time, the "Merger Agreement") has been entered into by and among Parent, Acquisition Sub and Roof, a Delaware corporation (the "Company"), pursuant to which the Company has agreed to merge with and into Acquisition Sub, with Acquisition Sub continuing as the surviving corporation (the "Merger"); and
WHEREAS, as a condition to, and in consideration for, Parent's and Acquisition Sub's willingness to enter into the Merger Agreement and to consummate the transactions contemplated thereby, Parent and Acquisition Sub have required that the Stockholder enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:
Section 1. Definitions. For purposes of this Agreement:
"Company Securities" means the Company's common stock, par value $0.10 per share.
"Stockholder Shares" means (i) the Existing Securities (as defined in Section 5(a)(i) hereof) set forth on Schedule I hereto, (ii) any shares of Company Securities distributed prior to the termination of this Agreement in respect of the Stockholder's Shares by reason of a stock dividend, split-up, recapitalization, reclassification, combination, merger, exchange of shares or otherwise and (iii) any other shares of the Company Securities of which the Stockholder acquires ownership, either directly or indirectly, after the date hereof and prior to the Effective Time.
Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.
Section 2. Agreement to Vote Shares. Until the termination of this Agreement in accordance with the terms hereof, the Stockholder shall, at any meeting of the holders of any class of Company Securities, however such meeting is called and regardless of whether such meeting is a special or annual meeting of the stockholders of the Company, or at any adjournment thereof, or in connection with any written consent of the stockholders of the Company, vote, or cause to be voted, the Stockholder Shares, (a) in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company; (ii) any sale, lease or transfer of a material amount of assets of the Company or any reorganization, recapitalization, dissolution or liquidation of the Company or (iii) (W) any change in the majority of the board of directors of the Company; (X) any material change in the present capitalization of the Company or any amendment of the certificate of incorporation or similar governing document of the Company; (Y) any other material change in the corporate structure or business of the Company; or (Z) any other action, which, in the case of each of the matters referred to in clauses (W), (X) and (Y) above, is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or materially adversely affect the contemplated economic benefits to Parent or Acquisition Sub of the Merger or the transactions contemplated hereby or by the Merger Agreement.
Section 3. Revocation of Proxies; Reliance.
(a) The Stockholder hereby represents that any proxies heretofore given in respect of the Stockholder Shares are not irrevocable, and that any such proxies are hereby revoked.
(b) The Stockholder understands and acknowledges that Parent and Acquisition Sub have entered into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that this Agreement is given in connection with the execution of the Merger Agreement and agrees to the duties of the Stockholder under this Agreement.
Section 4. Covenants of the Stockholder. The Stockholder hereby agrees and covenants that:
(a) Restriction on Transfers. Except as may otherwise be agreed to by Parent in writing, the Stockholder shall not (i) transfer (which term shall include, without limitation, any sale, gift, pledge, hypothecation or other disposition), or consent to any transfer of, any or all of the Stockholder Shares, or any interest therein if such
426882
| |
Skadden
As referenced in this Voting Agreement:
Skadden, Arps – Section 7(b)):
if to Parent or Acquisition Sub:
Deere & Company
One John Deere Place
Moline, Illinois 61265
Telecopier No.: (309) 765-5892
Attention: General Counsel
with a copy to:
Skadden, Arps , Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
Telecopier No.: (212) 735-2000
Attention: David J. Friedman
if to the Stockholder, to Stockholder and
_____________
dt 1431056
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Subscribers | 2008 |
Stockholder Voting Agreement
Stockholder Voting Agreement (21K)
Doc #3263934: Click preview link for longer preview.
STOCKHOLDER VOTING AGREEMENT
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�).
RECITALS
WHEREAS, concurrent with the execution and delivery hereof, Company, Home Holdings, LLC, a Delaware limited liability company (the �Parent�), and Home Merger Sub, Inc., a Delaware corporation (�Merger Sub�), are entering into a Merger Agreement of even date herewith (as it may be amended from time to . . .
3263934
| | |
| Preview
Subscribers | 2008 |
Stockholder Voting Agreement
Stockholder Voting Agreement (21K)
Doc #3263935: Click preview link for longer preview.
STOCKHOLDER VOTING AGREEMENT
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�).
RECITALS
WHEREAS, concurrent with the execution and delivery hereof, Company, Home Holdings, LLC, a Delaware limited liability company (the �Parent�), and Home Merger Sub, Inc., a Delaware corporation (�Merger Sub�), are entering into a Merger Agreement of even date herewith (as it may be amended from time to . . .
3263935
| | |
| Preview
Subscribers | 2008 |
Stockholder Voting Agreement
Stockholder Voting Agreement (21K)
Doc #3263938: Click preview link for longer preview.
STOCKHOLDER VOTING AGREEMENT
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�).
RECITALS
WHEREAS, concurrent with the execution and delivery hereof, Company, Home Holdings, LLC, a Delaware limited liability company (the �Parent�), and Home Merger Sub, Inc., a Delaware corporation (�Merger Sub�), are entering into a Merger Agreement of even date herewith (as it may be amended from time to . . .
3263938
| | |
| Preview
Subscribers | 2008 |
Stockholder Voting Agreement
Stockholder Voting Agreement (21K)
Doc #3263939: Click preview link for longer preview.
STOCKHOLDER VOTING AGREEMENT
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�).
RECITALS
WHEREAS, concurrent with the execution and delivery hereof, Company, Home Holdings, LLC, a Delaware limited liability company (the �Parent�), and Home Merger Sub, Inc., a Delaware corporation (�Merger Sub�), are entering into a Merger Agreement of even date herewith (as it may be amended from time to . . .
3263939
| | |
| Preview
Subscribers | 2008 |
Stockholder Voting Agreement
Stockholder Voting Agreement (21K)
Doc #3263940: Click preview link for longer preview.
STOCKHOLDER VOTING AGREEMENT
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�).
RECITALS
WHEREAS, concurrent with the execution and delivery hereof, Company, Home Holdings, LLC, a Delaware limited liability company (the �Parent�), and Home Merger Sub, Inc., a Delaware corporation (�Merger Sub�), are entering into a Merger Agreement of even date herewith (as it may be amended from time to . . .
3263940
| | |
| Preview
Subscribers | 2008 |
Stockholder Voting Agreement
Stockholder Voting Agreement (21K)
Doc #3263941: Click preview link for longer preview.
STOCKHOLDER VOTING AGREEMENT
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�).
RECITALS
WHEREAS, concurrent with the execution and delivery hereof, Company, Home Holdings, LLC, a Delaware limited liability company (the �Parent�), and Home Merger Sub, Inc., a Delaware corporation (�Merger Sub�), are entering into a Merger Agreement of even date herewith (as it may be amended from time to . . .
3263941
| | |
| Preview
Subscribers | 2008 |
Stockholder Voting Agreement
Stockholder Voting Agreement (21K)
Doc #3263942: Click preview link for longer preview.
STOCKHOLDER VOTING AGREEMENT
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�).
RECITALS
WHEREAS, concurrent with the execution and delivery hereof, Company, Home Holdings, LLC, a Delaware limited liability company (the �Parent�), and Home Merger Sub, Inc., a Delaware corporation (�Merger Sub�), are entering into a Merger Agreement of even date herewith (as it may be amended from time to . . .
3263942
| | |
| Preview
Subscribers | 2008 |
Stockholder Voting Agreement
Stockholder Voting Agreement (21K)
Doc #3263943: Click preview link for longer preview.
STOCKHOLDER VOTING AGREEMENT
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�).
RECITALS
WHEREAS, concurrent with the execution and delivery hereof, Company, Home Holdings, LLC, a Delaware limited liability company (the �Parent�), and Home Merger Sub, Inc., a Delaware corporation (�Merger Sub�), are entering into a Merger Agreement of even date herewith (as it may be amended from time to . . .
3263943
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