Voting Agreement

by Practical Law Corporate & Securities

A Standard Document that is a voting agreement, also known as a lock-up agreement, for use in connection with the acquisition of a public company. This Standard Document outlines the terms by which a target company's stockholder contractually agrees to vote in favor of a merger transaction. It details the stockholder’s core obligations, including the commitment to vote for the proposed merger and vote against any competing Takeover Proposal, and grants the buyer an irrevocable proxy to vote the stockholder's shares for these purposes. This Standard Document also includes crucial provisions restricting the transfer of shares and addresses the status of any additional shares acquired by the stockholder. It navigates important legal considerations, such as a stockholder's waiver of appraisal rights, and the complex interplay with federal securities laws, like the beneficial ownership reporting rules under the Exchange Act, and state business combination statutes. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.