(b) against any act or agreement that would lead to a violation of any representation, guarantee, obligation or obligation of the company in the merger agreement; and 2.2 Limiting the transfer of voting rights. During the support period, the shareholder ensures that: (a) none of the valuables of the item are paid to a voting trust; and (b) no power of attorney is granted and no voting agreement or similar agreement on any of the subject titles is entered into. In 2003, the Delaware Supreme Court launched a one-stage merger between Genesis Health Ventures and its goal, NCS Healthcare, at Omnicare. The Tribunal found that, after notification of the merger agreement, the ncs directors wished to cease to exercise one of their fiduciary functions, as the Board of Directors authorized (1) voting agreements with NCS shareholders holding more than 50% of the outstanding voting rights in order to ensure approval of the merger at the NCS shareholders` meeting; (2) The merger agreement contained a «Force-the-vote» provision that requires that, notwithstanding a change in the NCS board`s recommendation for the merger (including competing bids), the NCS must hold a shareholder vote; and (3) The merger agreement contained no «fiduciary offer,» that is, NCS`s right to terminate the merger agreement for the acceptance of a superior and competing offer. The directors of the NCS were therefore bound – at the signing, the deal was a fait accompli for all the higher bids, subject to a procedural vote of the shareholders and the usual closing conditions. Such a scenario, the Delaware Supreme Court ruled, was in itself illegal, regardless of a robust auction procedure or even on the order of shareholder control. o Time constraints. Insurers should consider including time limits for all target shareholder obligations that justify recovery rights against merger, even if it is simply a new requirement for the current limitation period. The greater the challenges the purchaser faces in obtaining contractual commitments from target shareholders, the greater the desirable of including reasonable time frames to increase the likelihood of enforceability without these separate obligations. o Conditional rights to reflection on the merger, not after the conclusion of Set-Asides. The amounts provided for the future release to target shareholders under the fiduciary provisions, Holdback and Earn-out must be considered as amounts on which the target shareholders have contingency rights as part of their reflection on the merger, as opposed to the amounts that were saved or withdrawn as a result of the decision and payment of the mergers.