Michigan Voting Agreement is a legally binding document that outlines the terms and conditions of the agreement between Food Lion, Inc. and ECL Investments Limited regarding the approval of a Plan of Merger. This agreement is specific to the state of Michigan and governs the voting rights and obligations of the parties involved in the proposed merger. The Michigan Voting Agreement between Food Lion, Inc. and ECL Investments Limited is an essential component of the merger process, as it ensures that the shareholders of both companies are in agreement with the transaction. The agreement also provides a framework for the voting procedures and guidelines to be followed during the approval process. Some key elements typically included in the Michigan Voting Agreement are: 1. Voting Rights: The agreement states that the shareholders of Food Lion, Inc. and ECL Investments Limited will vote in favor of the Plan of Merger, subject to the satisfaction of certain conditions specified in the agreement. 2. Lock-Up Period: The agreement may include a lock-up period, during which the shareholders are restricted from transferring or disposing of their shares without prior consent from the other party. This provision aims to ensure the stability and continuity of the merger process. 3. Board Recommendation: The agreement may state that the boards of directors of both companies will recommend the approval of the Plan of Merger to their respective shareholders. This recommendation holds significant influence over the voting decisions of the shareholders. 4. Termination Provisions: The agreement may outline the circumstances under which the agreement can be terminated, such as if the Plan of Merger is not approved by a specified percentage of the shareholders or if certain conditions precedent are not satisfied. It is important to note that the specific terms and conditions of the Michigan Voting Agreement between Food Lion, Inc. and ECL Investments Limited regarding the approval of a Plan of Merger may vary depending on the unique circumstances of the merger. Different types of Michigan Voting Agreements may exist, each tailored to the specific needs and requirements of the parties involved in the merger.