Voting Agreement
(Merger Agreement)

Summary

This voting agreement may be used by an acquiring company in a merger transaction to require certain selling stockholders to vote their shares in favor of the merger and the transactions contemplated by the merger. This form includes practical guidance, drafting notes, and alternate clauses. In the M&A context, a voting agreement, also called a "lock-up agreement" or "irrevocable proxy," enables shareholders of the target to commit to voting their shares in favor of a transaction prior to the actual shareholder vote for a particular M&A transaction. In public M&A transactions, acquirers will often seek to obtain additional certainty regarding the result of any required vote of the target's shareholders by entering into voting agreements with substantial holders of the target's stock for such holders to vote in favor of the acquirer's proposed transaction (and possibly against competing offers). By having certain material stockholders of the target promise to vote in favor of the proposed transaction, the acquirer can help ensure a smooth closing and the likelihood of closing a deal. This form agreement is typically used as a deal protection device by an acquirer of a public company and contemplates a merger under Delaware law. It may be tailored to reflect the applicable law, facts, and circumstances of any actual transaction for which this form is used as a starting point. For additional information, see Voting Agreements in M&A Deals, and Voting Agreement Checklist. For a full listing of related public merger transaction content, see Public Merger Transaction Resource Kit.