Force the Vote Provision (M&A Glossary)

Summary

A provision in the purchase agreement that allows a bidder to compel a board of directors to hold a shareholder vote on a particular transaction even if the board has changed its recommendation on the transaction in light of a superior bid. As a defensive measure, a force the vote provision favors the current bidder, and the target company’s board will resist including the provision since it takes control of the process away from the board.