Irrevocable Proxies Sample Clauses
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Irrevocable Proxies. (a) Each Large Holder hereby constitutes and appoints VB, with full power of substitution, as the proxies of the Large Holder with respect to the matters set forth herein, including without limitation, votes regarding any Proposed Transaction for which a Drag-Along Notice has been sent pursuant to Section 2 of this Agreement and which does not fail any of the Section 2.2 elements, and hereby authorizes each of them to represent and to vote, if and only if the Large Holder attempts to vote (whether by proxy, in person or by written consent), or to fail to vote, in a manner which is inconsistent with the terms of this Agreement, all of such Large Holder’s Corporation shares as was contemplated by this Agreement. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Corporation and VB in connection with the transactions contemplated by this Agreement and the Series A Preferred Stock Purchase Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement terminates pursuant to Section 6.1 hereof. Each Large Holder hereby revokes any and all previous proxies with respect to such Large Holder’s Corporation shares and shall not hereafter, unless and until this Agreement terminates pursuant to Section 6.1 hereof, purport to grant any other proxy or power of attorney with respect to any of such Large Holder’s Corporation shares, deposit any of such Large Holder’s Corporation shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of its Corporation shares, in each case, with respect to any of the matters set forth herein.
(b) VB hereby constitutes and appoints the Chief Executive Officer of the Corporation (ex officio), with full power of substitution, as the proxy of VB with respect to the matters set forth in Section 3, and hereby authorizes him to represent and to vote, if and only if VB attempts to vote (whether by proxy, in person or by written consent), or to fail to vote, in a manner which is inconsistent with the terms of this Agreement, all or any of VB’s Corporation shares as was contemplated by this Agreement. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Corporation and the La...
Irrevocable Proxies. Concurrent with the execution hereof, TARGET ------------------- shall obtain and deliver to PURCHASER irrevocable proxies in substantially the form of Exhibit 4 hereto from each member of TARGET'S Board of Directors and from certain other affiliates of TARGET, which proxies represent not less than 55% of the outstanding shares of TARGET Common Stock.
Irrevocable Proxies. Target shall use its best efforts, on behalf of Acquiror and pursuant to the request of Acquiror, to cause Michael W. Rogers, Rogers Family Limited Partnership, John E. Pence a▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇im▇▇▇▇ ▇artnership to execute and del▇▇▇▇ ▇▇ ▇▇▇▇▇ror, ▇ ▇▇▇ing Agreement in the form of Exhibit B attached hereto (each, a "Voting Agreement") concurrently with the execution and delivery of this Agreement.
Irrevocable Proxies. In order to secure the performance of the Stockholder’s obligations under this Agreement, by entering into this Agreement and solely with respect to the matters described in Section 2.01, the Stockholder hereby irrevocably grants a proxy appointing such persons as Parent designates as the Stockholder’s attorney-in-fact and proxy, with full power of substitution, for and in its name, place and stead, to vote, express consent or dissent, or otherwise to utilize such voting power in the manner contemplated by and in accordance with Section 2.01, in such person’s discretion, with respect to the Stockholder’s Subject Shares, in each case, until the termination of this Agreement in accordance with Section 5.03. The Stockholder hereby revokes any and all previous proxies granted with respect to the Stockholder’s Subject Shares. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.05 is given in connection with the execution of the Merger Agreement and affirms that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked, except that such irrevocable proxy shall be revoked automatically, without any notice or other action by any person, upon the termination of this Agreement in accordance with Section 5.03. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. THE PROXY AND POWER OF ATTORNEY SET FORTH IN THIS SECTION 2.05 IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Stockholder shall execute and deliver to Parent any proxy cards that the Stockholder receives to vote in favor of the adoption of the Merger Agreement and the transactions contemplated thereby.
Irrevocable Proxies. Upon the execution hereof, the Company will use its best efforts to cause its executive officers and employee directors to execute and deliver to the Parent irrevocable proxies in a form reasonably acceptable to the Parent authorizing the Parent to vote all shares of Company Common Stock which such executive officers and directors are entitled to vote in favor of the Merger.
Irrevocable Proxies. (i) On the date hereof, each of Thorn Tree and Universal shall execute and deliver to Sixth Avenue an irrevocable proxy, coupled with an interest, substantially in the form attached hereto as Exhibit A and Exhibit B, respectively (together, the "Proxies"), for the purpose of enabling Sixth Avenue to exercise the voting and/or consensual rights and powers accruing to an owner of the Pledged Shares. The Proxies shall (A) grant Sixth Avenue the full power to exercise any and all voting and/or other consensual rights and powers accruing to an owner of the Pledged Shares throughout the Standstill Period, subject to Section 1(d)(ii) hereof, and (B) terminate as to Sixth Avenue, (1) with respect to Thorn Tree, upon the full satisfaction in cash (for the purposes of this Agreement and the Standstill Pledge Agreement, cash shall be deemed to include any Pledged Shares retained in satisfaction of any outstanding obligations in accordance with Section 1(o) hereof) of the portion of the Sixth Avenue Debt attributable to the Thorn Tree Parties, and (2) with respect to Universal, upon the full satisfaction in cash of the portion of the Sixth Avenue Debt that constitutes a Universal Obligation. Notwithstanding anything contained elsewhere in this Agreement but subject to its fiduciary duties under applicable law, if any, Sixth Avenue may vote the Pledged Shares in its sole discretion, including, without limitation, with respect to any corporate transaction proposed by the Board (as defined herein).
(ii) Notwithstanding the terms set forth in Section 1(d)(i) hereof, upon the full satisfaction in cash in accordance with this Agreement of the portion of the Sixth Avenue Debt that constitutes a Universal Obligation, the right to exercise the voting and/or consensual rights and powers accruing to an owner of the Universal Pledged Shares will inure to the benefit of DHP until the DHP Debt, the Thorn Tree Debt and the Equistar Debt are satisfied in full in cash in accordance with this Agreement. Each of Thorn Tree and Universal shall execute and deliver to DHP on the date hereof an irrevocable proxy, coupled with an interest, substantially in the form attached hereto as Exhibit C and Exhibit D, respectively, which proxies shall become effective (A) with respect to Thorn Tree, upon the satisfaction in full in cash of the portion of the Sixth Avenue Debt attributable to the Thorn Tree Parties, and (B) with respect to Universal, upon the satisfaction in full in cash of the Sixth A...
Irrevocable Proxies. Concurrent with the execution hereof, ------------------- TARGET shall obtain and deliver to PURCHASER irrevocable proxies in substantially the form of Exhibit C hereto from each member of TARGET's Board of --------- Directors and from certain other affiliates of TARGET, which proxies shall represent not less than 25% of the outstanding shares of TARGET Common Stock.
Irrevocable Proxies. Each Shareholder hereby grants to, and is deemed to have executed in favor of, all of the other Shareholders, an irrevocable proxy to vote, or to give written consent with respect to, all the voting equity securities owned by the grantor of the proxy for the election to the board of directors of such individuals as the grantee of the proxy shall be entitled to designate pursuant to this Agreement.
Irrevocable Proxies. Target shall use its best efforts, on behalf of Acquiror and pursuant to the request of Acquiror, to cause holders of all shares of Target Capital Stock issued and outstanding to execute and deliver to Acquiror an Irrevocable Proxy substantially in the form of Exhibit C attached hereto concurrently with the execution and delivery of written consents that are obtained pursuant to the Consent Solicitation.
Irrevocable Proxies. Each of the Sellers has delivered to Buyer an executed Irrevocable Proxy with respect to his Total Share Interest.