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HECTOR COMMUNICATIONS CORP
|
8-K
Jun 30, 3:32 PM ET
HECTOR COMMUNICATIONS CORP 8-K
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Contents
10
ARTICLE I VOTING AGREEMENT
Documents”)
which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the Company, the transactions contemplated by the Merger Agreement or the likelihood of such transactions being consummated, and (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement and related agreements, including, without limitation, any further amendment, waiver or modification of the Charter Documents in connection therewith, which is considered at any such meeting of Shareholders or in such consent, and in connection therewith to execute any documents which are necessary in order to effectuate the foregoing, including, without limitation, the ability for Newco or its nominees to vote such Shares directly.
assignment, transfer, encumbrance, pledge or other disposition or any such contract, option or other agreement, arrangement or understanding (except in connection with the Shareholder’s financing or refinancing transactions). Notwithstanding any other provision of this Section 1.3, the Shareholder may sell or otherwise assign, with or without consideration, an unlimited amount of the Shares to any direct or indirect wholly owned Subsidiary or to any Person that controls 100% of its outstanding voting equity, provided that each such transferee or assignee, prior to the completion of the sale, transfer or assignment shall have executed and delivered to Newco documents assuming the obligations of the Shareholder under this Agreement with respect to the transferred Shares, such documents to be reasonably satisfactory to Newco. With respect to shares held in street name, at the request of Newco, Shareholder shall take all steps necessary to vote such Shares in accordance with the terms of this Agreement and shall provide Newco written evidence of such action, and/or shall take all steps and provide all documentation necessary for Newco to vote the Shares at the shareholders meeting approving the Merger Agreement.
ARTICLE II REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS
the Shareholder or by which the Shareholder or any of the Shareholder’s properties is bound or affected, (ii) violate any provision of the Shareholder’s organizational documents, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of the Shareholder, including, without limitation, the Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Shareholder is a party or by which the Shareholder or any of the Shareholder’s assets is bound or affected.
ARTICLE III MISCELLANEOUS
Effective Time of the Merger and (ii) the termination of the Merger Agreement according to its terms.
(a) if to Newco, to:
(b) If to the Shareholder, to the address set forth next to the Shareholder’s name on Schedule I hereto, with a copy to any Person specified on Schedule I hereto and to Lindquist & Vennum, PLLP, 80 South Eighth Street, 4200 IDS, Minneapolis, MN 55402, Attn: Richard A. Primuth, Esq., Facsimile No. (612) 371-3207.