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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
| | |