New York Voting Agreement between Food Lion, Inc. and ECL Investments Limited regarding approval of Plan of Merger

• Category: Corporations - Public - Voting Agreements
• State: Multi-State
• Control #: US-EG-9240
• Format: Word; Rich Text

Description

Voting Agreement between Food Lion, Inc. and ECL Investments Limited regarding approval of Plan of Merger dated August 17, 1999. 8 pages. Title: Overview of the New York Voting Agreement between Food Lion, Inc. and ECL Investments Limited for Approval of Plan of Merger Keywords: New York Voting Agreement, Food Lion, Inc., ECL Investments Limited, Plan of Merger, Approval, Detailed Description Introduction: In the realm of corporate mergers, the New York Voting Agreement plays a pivotal role in securing shareholder approval for the implementation of a merger plan. This article explores the specifics of the New York Voting Agreement between Food Lion, Inc. and ECL Investments Limited, highlighting its purpose, significance, and potential types based on different scenarios. 1. Purpose and Importance of the New York Voting Agreement: The New York Voting Agreement serves as a contractual agreement between Food Lion, Inc. and ECL Investments Limited, ensuring that shareholders of both entities will cast their votes in favor of the proposed Plan of Merger. This agreement helps streamline the merger process and provides stability by obtaining significant shareholder support. 2. Detailed Description of the New York Voting Agreement: The New York Voting Agreement between Food Lion and ECL Investments consists of multiple clauses, terms, and conditions that define the agreement's scope and obligations. Key elements often included in such agreements are: a) Voting Commitment: Both parties commit to casting their votes in favor of the Plan of Merger before their respective shareholders. This commitment aims to ensure that the minimum number of votes required for the approval of the merger is achieved. b) Lock-Up Period: The agreement may specify a lock-up period during which both Food Lion and ECL Investments pledge not to sell their shares to any third parties, ensuring stability and preventing undue fluctuations in the stock price. c) Termination Provisions: The New York Voting Agreement typically outlines circumstances under which the agreement could be terminated, such as a material breach, termination of the merger plans, or the occurrence of conditions rendering the agreement null and void. d) Confidentiality: The agreement may contain strict confidentiality clauses to safeguard sensitive information exchanged during the merger process, preventing disclosure to competitors or the public. 3. Types of New York Voting Agreement for Approval of Plan of Merger: a) Unilateral Agreement: This type of agreement occurs when Food Lion or ECL Investments holds a significant majority stake in the merger, driving the other party to enter into a unilateral New York Voting Agreement. In this case, only one party commits to vote in favor of the Plan of Merger. b) Mutual Agreement: This type of agreement occurs when both Food Lion and ECL Investments hold relatively equal stakes in the merger. Both parties mutually commit to voting in favor of the Plan of Merger, enhancing the agreement's strength and the likelihood of obtaining shareholder approval. c) Standstill Agreement: In certain cases, a New York Voting Agreement incorporates standstill provisions, where both Food Lion and ECL Investments agree to refrain from acquiring additional shares without mutual consent for a specific period. Such provisions are aimed at maintaining the status quo during the merger process. In conclusion, the New York Voting Agreement between Food Lion, Inc. and ECL Investments Limited regarding the approval of a Plan of Merger is a crucial aspect of the corporate merger process. Its terms and conditions establish the commitment and cooperation required to secure shareholder support. Different types of agreements, including unilateral, mutual, and those with standstill provisions, may apply based on the circumstances of the merger.

Title: Overview of the New York Voting Agreement between Food Lion, Inc. and ECL Investments Limited for Approval of Plan of Merger Keywords: New York Voting Agreement, Food Lion, Inc., ECL Investments Limited, Plan of Merger, Approval, Detailed Description Introduction: In the realm of corporate mergers, the New York Voting Agreement plays a pivotal role in securing shareholder approval for the implementation of a merger plan. This article explores the specifics of the New York Voting Agreement between Food Lion, Inc. and ECL Investments Limited, highlighting its purpose, significance, and potential types based on different scenarios. 1. Purpose and Importance of the New York Voting Agreement: The New York Voting Agreement serves as a contractual agreement between Food Lion, Inc. and ECL Investments Limited, ensuring that shareholders of both entities will cast their votes in favor of the proposed Plan of Merger. This agreement helps streamline the merger process and provides stability by obtaining significant shareholder support. 2. Detailed Description of the New York Voting Agreement: The New York Voting Agreement between Food Lion and ECL Investments consists of multiple clauses, terms, and conditions that define the agreement's scope and obligations. Key elements often included in such agreements are: a) Voting Commitment: Both parties commit to casting their votes in favor of the Plan of Merger before their respective shareholders. This commitment aims to ensure that the minimum number of votes required for the approval of the merger is achieved. b) Lock-Up Period: The agreement may specify a lock-up period during which both Food Lion and ECL Investments pledge not to sell their shares to any third parties, ensuring stability and preventing undue fluctuations in the stock price. c) Termination Provisions: The New York Voting Agreement typically outlines circumstances under which the agreement could be terminated, such as a material breach, termination of the merger plans, or the occurrence of conditions rendering the agreement null and void. d) Confidentiality: The agreement may contain strict confidentiality clauses to safeguard sensitive information exchanged during the merger process, preventing disclosure to competitors or the public. 3. Types of New York Voting Agreement for Approval of Plan of Merger: a) Unilateral Agreement: This type of agreement occurs when Food Lion or ECL Investments holds a significant majority stake in the merger, driving the other party to enter into a unilateral New York Voting Agreement. In this case, only one party commits to vote in favor of the Plan of Merger. b) Mutual Agreement: This type of agreement occurs when both Food Lion and ECL Investments hold relatively equal stakes in the merger. Both parties mutually commit to voting in favor of the Plan of Merger, enhancing the agreement's strength and the likelihood of obtaining shareholder approval. c) Standstill Agreement: In certain cases, a New York Voting Agreement incorporates standstill provisions, where both Food Lion and ECL Investments agree to refrain from acquiring additional shares without mutual consent for a specific period. Such provisions are aimed at maintaining the status quo during the merger process. In conclusion, the New York Voting Agreement between Food Lion, Inc. and ECL Investments Limited regarding the approval of a Plan of Merger is a crucial aspect of the corporate merger process. Its terms and conditions establish the commitment and cooperation required to secure shareholder support. Different types of agreements, including unilateral, mutual, and those with standstill provisions, may apply based on the circumstances of the merger.