California Voting Agreement between Food Lion, Inc. and ECL Investments Limited is a legally binding document that outlines the terms and conditions related to the approval of a Plan of Merger between the two entities. This agreement is crucial in ensuring that the interests of both parties are protected and that the merger process proceeds smoothly. The agreement encompasses several key provisions, including the following: 1. Approval of Plan of Merger: The agreement specifies that Food Lion, Inc. and ECL Investments Limited agree to vote in favor of and support the proposed Plan of Merger. This ensures that both parties are committed to the merger and will take the necessary steps to make it a reality. 2. Voting Power: The voting agreement outlines the respective voting powers of each party in relation to the approval of the Plan of Merger. It may specify that certain decisions require a simple majority or a specific percentage of votes to be approved. 3. Timing and Conditions: The agreement includes provisions related to the timing and conditions for the approval of the Plan of Merger. This may include deadlines for the submission of votes, as well as any specific requirements or conditions that need to be met before the merger can proceed. 4. Non-Compete Clauses: In some cases, the California Voting Agreement may contain non-compete clauses that restrict Food Lion, Inc. or ECL Investments Limited from engaging in certain activities or business ventures that could potentially harm the merged company's interests. 5. Termination Clauses: The voting agreement may outline the circumstances under which the agreement can be terminated, such as a breach of the terms by either party or the failure to obtain necessary regulatory approvals for the merger. It is important to note that the specific details of the California Voting Agreement between Food Lion, Inc. and ECL Investments Limited regarding approval of Plan of Merger may vary depending on the specific merger transaction and the parties involved. Different types of voting agreements may be negotiated based on the unique circumstances of each merger.