Irrevocable Proxy and Power of Attorney Clause Samples

Irrevocable Proxy and Power of Attorney. (a) Each Individual Founder and each Founder Affiliate of such Individual Founder (each, a “Granting Founder”) hereby irrevocably grants to, and appoints, in each case effective upon such Individual Founder’s death or Disability, the other Individual Founder as such Granting Founder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Granting Founder, to vote or cause to be voted (including by written consent, if applicable) all Founder Voting Shares of such Granting Founder, in the manner provided in Section 2 or, with respect to any matter not contemplated by Section 2, in such manner as is determined by such other Individual Founder in his sole discretion, on all matters submitted to a vote of stockholders of the Company (whether at an annual or special meeting of stockholders of the Company or through the written consent of stockholders of the Company, and whether submitted to any individual class of stock voting separately or multiple classes of stock voting together). Each Granting Founder hereby affirms that the irrevocable proxy granted pursuant to this Section 3(a) is given in connection with the execution of this Agreement, including to secure the performance of the duties of such Granting Founder under Section 2. Each Granting Founder hereby further affirms that the irrevocable proxy granted pursuant to this Section 3(a) is coupled with an interest and may under no circumstances be revoked. Each Granting Founder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the General Corporation Law of the State of Delaware. Notwithstanding the foregoing, the proxy and appointment granted by any Granting Founder pursuant to this Section 3(a) shall be automatically revoked, without any further action, upon the earliest to occur of (i) the termination of this Agreement with respect to such Granting Founder in accordance with Section 8, (ii) with respect to any Voting Stock of such Granting Founder, such Voting Stock ceasing to constitute Founder Voting Shares in compliance with this Agreement and (iii) the amendment of this Section 3(a) in accordance with Section 9(d) to remove the grant of such proxy and appointment. If at the time of such Individual Founder’s death or Disability, the other Individual Founder already holds the Gra...

Irrevocable Proxy and Power of Attorney. Sponsor hereby unconditionally and irrevocably grants to, and appoints, the Company and any individual designated in writing by the Company, and each of them individually, as Sponsor’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Sponsor, to vote the Subject Shares, or grant a written consent or approval in respect of the Subject Shares, in a manner consistent with Section 4.1(a). Sponsor understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon Sponsor’s execution and delivery of this Agreement. Sponsor hereby affirms that the irrevocable proxy and power of attorney set forth in this Section 4.1(d) are given in connection with the execution of the Merger Agreement, and that such irrevocable proxy and power of attorney are given to secure the performance of the duties of Sponsor under this Agreement. Sponsor hereby further affirms that the irrevocable proxy and power of attorney are given to secure a proprietary interest and may under no circumstances be revoked. Sponsor hereby ratifies and confirms all that such irrevocable proxy and power of attorney may lawfully do or cause to be done by virtue hereof. SUCH IRREVOCABLE PROXY AND POWER OF ATTORNEY ARE EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF THE POWERS OF ATTORNEY ACT OF THE CAYMAN ISLANDS (REVISED). The irrevocable proxy and power of attorney granted hereunder shall only terminate upon the termination of this Agreement.

Irrevocable Proxy and Power of Attorney. 1.2.1 Securityholder, by its entry into this Agreement, hereby constitutes and appoints Tri Capital, with the power to act alone and with full power of substitution, during and for the Term, as Securityholder’s true and lawful attorney and irrevocable proxy, for and in the Securityholder’s name, place and stead, to vote or act by written consent with respect to the Shares owned or held by Securityholder as Securityholder’s proxy, and to execute all appropriate instruments consistent with this Agreement on behalf of Securityholder, in all proceedings in which the vote or written consent of the Securityholder may be required or authorized by law during the Term (including, but not limited to actual meetings of the stockholders of the Company and written consents to action) regardless of whether such Securityholder actually attends any applicable meeting or signs any applicable consent, or not (the “Proxy”). Securityholder intends the foregoing Proxy to be, and it shall be, irrevocable and coupled with an interest during the Term. All action to be taken on any question shall be determined by Tri Capital, or its assigns, in its/their sole discretion. Without limiting the foregoing, Securityholder shall deliver to Tri Capital a duly executed Irrevocable Voting Proxy, which shall be irrevocable to the fullest extent permissible by law, in the form attached hereto simultaneously with the execution hereof. 1.2.2 The proxy and power granted by such Securityholder pursuant to this Section 1.2 are coupled with an interest. The proxy and power will be irrevocable for the Term hereof, and the vote (or action by written consent) of Tri Capital (or its assigns), in its capacity as proxyholder, shall control in any conflict between the vote (or action by written consent) of Tri Capital (or its assigns), in its capacity as proxyholder, with respect to Securityholder’s Shares and the vote (or action by written consent) of each such Securityholder with respect to Securityholder’s Shares. 1.2.3 Securityholder agrees that, except as required under the Company’s organizational documents, as soon as reasonably practicable prior to (i) any meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof, and (ii) the requested execution of any written consent of the stockholders of the Company, Securityholder shall notify Tri Capital in writing of such meeting or written consent and, in the case of a meeting, deliver to Tri Cap...

Irrevocable Proxy and Power of Attorney. Each Management Stockholder hereby appoints Investor and any designee of Investor, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to such Management Stockholder’s Shares (or applicable Stock Equivalents) in accordance with the provisions of Article II of this Agreement. This proxy and power of attorney is given to secure the performance of the obligations of the Management Stockholders under this Agreement. Each Management Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by each Management Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by any Management Stockholder with respect to such Management Stockholder’s Shares or applicable Stock Equivalents. The power of attorney granted by each Management Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the Management Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of the provisions of Article II in accordance with their terms.

Irrevocable Proxy and Power of Attorney. Such Shareholder hereby unconditionally and irrevocably grants to, and appoints, the Company and any individual designated in writing by the Company, and each of them individually, as such Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Shareholder, to vote the Subject Shares, or grant a written consent or approval in respect of the Subject Shares, in a manner consistent with Section 4.1(a). Such Shareholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement. Such Shareholder hereby affirms that the irrevocable proxy and power of attorney set forth in this Section 4.1(d) are given in connection with the execution of the Merger Agreement, and that such irrevocable proxy and power of attorney are given to secure a proprietary interest and may under no circumstances be revoked. Such Shareholder hereby ratifies and confirms all that such irrevocable proxy and power of attorney may lawfully do or cause to be done by virtue hereof. SUCH IRREVOCABLE PROXY AND POWER OF ATTORNEY IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF THE POWERS OF ATTORNEY ACT (AS REVISED) OF THE CAYMAN ISLANDS. The irrevocable proxy and power of attorney granted hereunder shall automatically terminate upon the termination of this Agreement.

Irrevocable Proxy and Power of Attorney. Each party to this Agreement hereby constitutes and appoints as the proxies of the party and hereby grants a power of attorney to the President of the Company, with full power of substitution, with respect to the matters set forth herein, including without limitation, election of persons as members of the Board in accordance with Section 1.2 of this Agreement, and hereby authorizes the President of the Company to represent and to vote, if and only if the party (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such party’s Shares in favor of the election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of this Agreement. Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 5 hereof. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 5 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the 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 the Shares, in each case, with respect to any of the matters set forth herein.

Irrevocable Proxy and Power of Attorney. To further secure Obligations hereunder, Pledgor grants the irrevocable proxy and power of attorney set forth in this Section 13 to Secured Party for the purposes set forth below. Pledgor hereby irrevocably constitutes and appoints Secured Party, any person or entity who becomes the successor to Secured Party, or any officer of Secured Party or such successor (the "Attorneys"), and each of the foregoing acting singly, in each case with full power of substitution and resubstitution, the true and lawful agent and attorney-in-fact of such Purchaser, with full power and authority in such Purchaser's name, place and stead, to vote the shares of Pledged Stock in favor of any corporate transaction which has otherwise been approved by the shareholders of Secured Party and in which (i) more than fifty percent (50%) of the outstanding shares of the common stock of Secured Party will be acquired by a single purchaser or a group of purchasers acting in concert, (ii) all or substantially all of the assets of Holder are acquired by a single purchaser or group of purchasers, and (iii) Holder merges with or into another organization; and to do and perform each and every other act and thing whatsoever requisite, necessary or appropriate to be done to carry out the purposes of this paragraph 13 as fully to all intents and purposes as Pledgor might or could do if personally present, Pledgor hereby ratifying all that such attorney-in-fact shall do or cause to be done by these presents. It is expressly understood and intended by Pledgor that the irrevocable proxy and power of attorney granted in this paragraph 13 is coupled with an interest, is irrevocable and may be delegated by said Attorneys. The irrevocable proxy and power of attorney shall survive the death or incapacity of such Pledgor and shall continue until all Pledged Shares have been released from pledge hereunder.

Irrevocable Proxy and Power of Attorney. (a) By signing this Agreement or a Joinder, each Covered Person irrevocably appoints and constitutes the members of the Employee Shareholders Committee (each a “Committee Member”), acting jointly or each and any of them acting in his or her capacity as a Committee Member in accordance with the other provisions hereof, with full power of substitution and resubstitution, as its true and lawful proxy to vote, abstain from voting or otherwise act, for and in such Covered Person’s name, place and stead, with respect to all of the Covered Person’s Covered Common Stock as of the relevant record date or other date used for purposes of determining holders of Common Stock entitled to vote or take any action, as fully, to the same extent and with the same effect as such Covered Person might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation. The proxy granted the Committee Members pursuant to this Section 2.01(a) shall revoke all prior proxies granted by the Covered Person with respect to the Covered Common Stock, shall be irrevocable during the term set forth in the last sentence of this Section 2.01(a), shall survive the bankruptcy or dissolution of the Covered Person and shall be deemed to be coupled with an interest sufficient at law to support an irrevocable power. The Committee Members are authorized to execute that certain Second Amended and Restated Shareholders’ Agreement, dated as of the date hereof (the “Second A&R Shareholders’ Agreement”), and the Employee Shareholders Committee, as such committee may be reconstituted from time to time, is authorized to vote Covered Common Stock in order to ensure that the composition of the board of directors of the Company is as set forth in Section 2.01 of the Second A&R Shareholders’ Agreement. For the avoidance of doubt, the Committee Members are authorized to vote Covered Common Stock in favor of the election of one or more Committee Members in elections of directors of the Company. Each Covered Person agrees that this irrevocable proxy may be exercised by the Committee Members with respect to all Covered Common Stock of such Covered Person for the period beginning on the effective date of this Agreement and ending on the earlier of (i) the date this Agreement shall have been terminated pursuant to Section 7.01(a) and (ii) the date of termination of this Agreement as to such Covered Person pursuant to Section 7.01(b). (b) By signing this Ag...

Irrevocable Proxy and Power of Attorney. To secure the Stockholder’s obligations to vote the Shares in accordance with this Agreement and to comply with the other terms hereof, the Stockholder hereby appoints the Proxyholder, or his designees, as such Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote or act by written consent with respect to all of such Stockholder’s Shares in accordance with the provisions set forth in this Agreement, and to execute all appropriate instruments consistent with this Agreement on behalf of such Stockholder. The proxy and power granted by the Stockholder pursuant to this Section are coupled with an interest and are given to secure the performance of such party’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereof. The proxy and power, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party or any other individual holder of the Shares and, so long as any party hereto is an entity, will survive the merger, consolidation, conversion or reorganization of such party or any other entity holding any Shares.