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 Granting Founder’s proxy and already is appointed the Granting Founder’s attorney-in-fact pursuant to Section 3(b), this Section 3(a) and Section 3(b) shall be applied in a manner consistent with such other Individual Founder continuing to hold the Granting Founder’s proxy and to be appointed the Granting Founder’s attorney-in-fact until such proxy and appointment shall have been revoked pursuant to both this Section 3(a) and Section 3(b). (b) Each Founder Affiliate of an Individual Founder may, but shall not be required to, elect at the time it becomes a party to this Agreement to irrevocably grant to, and appoint, such Individual Founder or the other Individual Founder (such Individual Founder or other Individual Founder so appointed, as the case may be, the “Specified Individual Founder”), as such Founder Affiliate’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Founder Affiliate, to vote or cause to be voted (including by written consent, if applicable) all Founder Voting Shares of such Founder Affiliate, 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 Specified 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 Founder Affiliate hereby affirms that an irrevocable proxy granted pursuant to this Section 3(b) is given in connection with the execution of this Agreement, including to secure the performance of the duties of such Founder Affiliate under Section 2. Each Founder Affiliate hereby further affirms that an irrevocable proxy granted pursuant to this Section 3(b) is coupled with an interest and may under no circumstances be revoked. Each Founder Affiliate 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, a proxy and appointment granted by any Founder Affiliate of an Individual Founder pursuant to this Section 3(b) shall be automatically revoked, without any further action, upon the earliest to occur of (i) the Specified Individual Founder’s death or Disability, (ii) the termination of this Agreement with respect to such Founder Affiliate in accordance with Section 8, (iii) with respect to any Voting Stock of such Founder Affiliate, such Voting Stock ceasing to constitute Founder Voting Shares in compliance with this Agreement and (iv) the amendment of this Section 3(b) in accordance with Section 9(d) to remove the grant of such proxy and appointment. (c) Notwithstanding the foregoing in this Section 3, no proxy and appointment granted pursuant to this Section 3 (in the case of Section 3(b), only if granted after the date of this Agreement) shall become effective unless and until any Consents that the Company determines in good faith and describes in reasonable detail in writing to the applicable Founder, within eight business days after receipt by the Company of written notice of (i) the death or Disability of the applicable Individual Founder if such proxy and appointment is pursuant to Section 3(a) or (ii) the applicable related Permitted Transfer in accordance with Section 7(c) if such proxy and appointment is pursuant to Section 3(b), are required with respect to such proxy and appointment have been made and obtained.
Appears in 2 contracts
Sources: Voting Agreement (Robinhood Markets, Inc.), Voting Agreement (Robinhood Markets, Inc.)
Irrevocable Proxy and Power of Attorney. (a) Each Individual Founder and By his signature hereto, each Founder Affiliate of such Individual Founder (eachCovered Person hereby gives the Shareholders' Committee, 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)substitution and resubstitution, for and in the name, place and stead of such Granting Founder, an irrevocable proxy 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, otherwise act with respect to all of the Covered Person's Voted Covered Shares, as fully, to the same extent and with the same effect as such Covered Person might or could do under 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 applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation and (i) directs that such proxy shall be voted in connection with such matters as are the Company subject of a Preliminary Vote as provided in this Agreement --in accordance with such Preliminary Vote, (whether at an annual or special ii) authorizes the holder of such proxy to vote on such other matters as may come before a meeting of stockholders of GS Inc. or any adjournment thereof and as are related, directly or indirectly, to the Company or through matter which was the written consent subject of the Preliminary Vote -- as the aforementioned persons see fit in their discretion but in a manner consistent with the Preliminary Vote, and (iii) authorizes the holder of such proxy to vote on such other matters as may come before a meeting of stockholders of GS Inc. or any adjournment thereof (including matters related to adjournment thereof) -- as the Company, and whether submitted aforementioned persons see fit in their discretion but not to cast any individual class vote under this clause (iii) which is inconsistent with the Preliminary Vote or which would achieve an outcome that would frustrate the intent of stock voting separately or multiple classes of stock voting together)the Preliminary Vote. Each Granting Founder such Covered Person hereby affirms that the irrevocable this proxy granted pursuant to this Section 3(a) is given in connection with the execution as a term of this Agreement, including to secure the performance of the duties of Agreement and as 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 is irrevocable. It is further understood and agreed by each such Covered Person that this proxy may under no circumstances be revoked. Each Granting Founder hereby ratifies exercised by the aforementioned persons with respect to all Voted Covered Shares of such Covered Person for the period beginning on the date hereof and confirms all ending on the date this Agreement shall have been terminated pursuant to Section 7.1(a) hereof.
(b) By his signature hereto, each Covered Person appoints the Shareholders' Committee, with full power of substitution and resubstitution, his true and lawful attorney-in-fact to direct, in accordance with the provisions of this Article IV, the voting of any Voted Covered Shares held of record by any other person but beneficially owned by such Covered Person (including Voted Covered Shares held by the trust underlying The Gold▇▇▇ ▇▇▇h▇ ▇▇▇ined Contribution Plan and allocated to such Covered Person), granting to such attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that such proxy attorney or attorneys may lawfully deem necessary, advisable or appropriate to carry out fully the intent of Section 4.2 and Section 4.3(a) as such Covered Person might or could do personally, hereby ratifying and confirming all acts and things that such attorney or attorneys may 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 power of attorney. It is understood and agreed by each such Covered Person that this appointment, empowerment and authorization may be exercised by the aforementioned persons 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 Granting Founder’s proxy and already is appointed the Granting Founder’s attorney-in-fact pursuant to Section 3(b), this Section 3(a) and Section 3(b) shall be applied in a manner consistent with such other Individual Founder continuing to hold the Granting Founder’s proxy and to be appointed the Granting Founder’s attorney-in-fact until such proxy and appointment shall have been revoked pursuant to both this Section 3(a) and Section 3(b).
(b) Each Founder Affiliate of an Individual Founder may, but shall not be required to, elect at the time it becomes a party to this Agreement to irrevocably grant to, and appoint, such Individual Founder or the other Individual Founder (such Individual Founder or other Individual Founder so appointed, as the case may be, the “Specified Individual Founder”), as such Founder Affiliate’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Founder Affiliate, to vote or cause to be voted (including by written consent, if applicable) all Founder Voting Voted Covered Shares of such Founder Affiliate, 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 Specified 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 CompanyCovered Person, and whether submitted to any individual class held of stock voting separately or multiple classes of stock voting together). Each Founder Affiliate hereby affirms that an irrevocable proxy granted pursuant to this Section 3(b) is given in connection with record by another person, for the execution of this Agreement, including to secure the performance of the duties of such Founder Affiliate under Section 2. Each Founder Affiliate hereby further affirms that an irrevocable proxy granted pursuant to this Section 3(b) is coupled with an interest and may under no circumstances be revoked. Each Founder Affiliate 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, a proxy and appointment granted by any Founder Affiliate of an Individual Founder pursuant to this Section 3(b) shall be automatically revoked, without any further action, upon the earliest to occur of (i) the Specified Individual Founder’s death or Disability, (ii) the termination of this Agreement with respect to such Founder Affiliate in accordance with Section 8, (iii) with respect to any Voting Stock of such Founder Affiliate, such Voting Stock ceasing to constitute Founder Voting Shares in compliance with this Agreement and (iv) the amendment of this Section 3(b) in accordance with Section 9(d) to remove the grant of such proxy and appointment.
(c) Notwithstanding the foregoing in this Section 3, no proxy and appointment granted pursuant to this Section 3 (in the case of Section 3(b), only if granted after the date of this Agreement) shall become effective unless and until any Consents that the Company determines in good faith and describes in reasonable detail in writing to the applicable Founder, within eight business days after receipt by the Company of written notice of (i) the death or Disability of the applicable Individual Founder if such proxy and appointment is pursuant to Section 3(a) or (ii) the applicable related Permitted Transfer in accordance with Section 7(c) if such proxy and appointment is pursuant to Section 3(b), are required with respect to such proxy and appointment have been made and obtained.period beginning on
Appears in 2 contracts
Sources: Shareholders' Agreement (Goldman Sachs Group Inc), Shareholders' Agreement (Goldman Sachs Group Inc)
Irrevocable Proxy and Power of Attorney. (a) Each Individual Founder and By his signature hereto, each Founder Affiliate of such Individual Founder (eachCovered Person hereby gives the Shareholders’ Committee, 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)substitution and resubstitution, for and in the name, place and stead of such Granting Founder, an irrevocable proxy 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, otherwise act with respect to all of the Covered Person’s Voting Shares as of the relevant record date or other date used for purposes of determining holders of Common Stock entitled to vote or take any matter not contemplated by Section 2action, in as fully, to the same extent and with the same effect as such manner as is determined by such other Individual Founder in his sole discretion, on all matters submitted to a vote Covered Person might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation, as follows:
(i) such proxy shall be voted in connection with such matters as are the Company subject of a Preliminary Vote as provided in this Agreement in accordance with such Preliminary Vote;
(whether at an annual or special ii) the holder of such proxy shall be authorized to vote on such other matters as may come before a meeting of stockholders of GS Inc. or any adjournment thereof and as are related, directly or indirectly, to the Company or through matter which was the written consent subject of the Preliminary Vote as the holder of such proxy sees fit in his discretion but in a manner consistent with the Preliminary Vote; and
(iii) the holder of such proxy shall be authorized to vote on such other matters as may come before a meeting of stockholders of GS Inc. or any adjournment thereof (including matters related to adjournment thereof) as the Company, and whether submitted holder of such proxy sees fit in his discretion but not to cast any individual class vote under this clause (iii) which is inconsistent with the Preliminary Vote or which would achieve an outcome that would frustrate the intent of stock voting separately or multiple classes of stock voting together)the Preliminary Vote. Each Granting Founder Covered Person hereby affirms that the irrevocable this proxy granted pursuant to this Section 3(a) is given in connection with the execution as a term of this Agreement, including to secure the performance of the duties of Agreement and as 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 is irrevocable. It is further understood and agreed by each Covered Person that this proxy may under no circumstances be revoked. Each Granting Founder hereby ratifies exercised by the holder of such proxy with respect to all Voting Shares of such Covered Person for the period beginning on the Effective Date and confirms all ending on the earlier of (a) the date this Agreement shall have been terminated pursuant to Section 7.1(a) hereof or, (b) in the case of a Covered Person, Section 7.1(b) hereof.
(b) By his signature hereto, each Covered Person appoints the Shareholders’ Committee, with full power of substitution and resubstitution, his true and lawful attorney-in-fact to direct, in accordance with the provisions of this Article IV, the voting of any Voting Shares held of record by any other person but beneficially owned by such Covered Person (including any Voting Shares held by the trust underlying any plan designated as a ▇▇▇▇▇▇▇ ▇▇▇▇▇ Compensation Plan and allocated to such Covered Person), granting to such attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that such proxy attorney or attorneys may lawfully deem necessary, advisable or appropriate to carry out fully the intent of Section 4.1 and Section 4.2(a) as such Covered Person might or could do personally, hereby ratifying and confirming all acts and things that such attorney or attorneys may 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 power of attorney. It is understood and agreed by each Covered Person that this appointment, empowerment and authorization may be exercised by the aforementioned persons 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 Granting Founder’s proxy and already is appointed the Granting Founder’s attorney-in-fact pursuant to Section 3(b), this Section 3(a) and Section 3(b) shall be applied in a manner consistent with such other Individual Founder continuing to hold the Granting Founder’s proxy and to be appointed the Granting Founder’s attorney-in-fact until such proxy and appointment shall have been revoked pursuant to both this Section 3(a) and Section 3(b).
(b) Each Founder Affiliate of an Individual Founder may, but shall not be required to, elect at the time it becomes a party to this Agreement to irrevocably grant to, and appoint, such Individual Founder or the other Individual Founder (such Individual Founder or other Individual Founder so appointed, as the case may be, the “Specified Individual Founder”), as such Founder Affiliate’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Founder Affiliate, to vote or cause to be voted (including by written consent, if applicable) all Founder Voting Shares of such Founder AffiliateCovered Person, in and held of record by another person, for the manner provided in period beginning on the Effective Date and ending on (a) the earlier of the date this Agreement shall have been terminated pursuant to Section 2 7.1(a) hereof or, with respect to any matter not contemplated by Section 2, in such manner as is determined by such Specified 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 Founder Affiliate hereby affirms that an irrevocable proxy granted pursuant to this Section 3(bb) is given in connection with the execution of this Agreement, including to secure the performance of the duties of such Founder Affiliate under Section 2. Each Founder Affiliate hereby further affirms that an irrevocable proxy granted pursuant to this Section 3(b) is coupled with an interest and may under no circumstances be revoked. Each Founder Affiliate 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, a proxy and appointment granted by any Founder Affiliate of an Individual Founder pursuant to this Section 3(b) shall be automatically revoked, without any further action, upon the earliest to occur of (i) the Specified Individual Founder’s death or Disability, (ii) the termination of this Agreement with respect to such Founder Affiliate in accordance with Section 8, (iii) with respect to any Voting Stock of such Founder Affiliate, such Voting Stock ceasing to constitute Founder Voting Shares in compliance with this Agreement and (iv) the amendment of this Section 3(b) in accordance with Section 9(d) to remove the grant of such proxy and appointment.
(c) Notwithstanding the foregoing in this Section 3, no proxy and appointment granted pursuant to this Section 3 (in the case of a Covered Person, Section 3(b), only if granted after the date of this Agreement7.1(b) shall become effective unless and until any Consents that the Company determines in good faith and describes in reasonable detail in writing to the applicable Founder, within eight business days after receipt by the Company of written notice of (i) the death or Disability of the applicable Individual Founder if such proxy and appointment is pursuant to Section 3(a) or (ii) the applicable related Permitted Transfer in accordance with Section 7(c) if such proxy and appointment is pursuant to Section 3(b), are required with respect to such proxy and appointment have been made and obtainedhereof.
Appears in 1 contract
Irrevocable Proxy and Power of Attorney. (a) Each Individual Founder By his signature hereto, each Covered Person hereby:
(i) gives the Partners Representatives, and each Founder Affiliate of such Individual Founder (eachmember thereof individually, 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)substitution and resubstitution, for and in the name, place and stead of such Granting Founder, an irrevocable proxy 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, otherwise act with respect to all of the Covered Person’s Employee Covered Shares, as fully, to the same extent and with the same effect as such Covered Person might or could do under any matter not contemplated by Section 2, applicable laws or regulations governing the rights and powers of shareholders of a Bermuda company;
(ii) directs that such proxy shall be voted in connection with such manner matters as is determined by are the subject of a Preliminary Vote as provided in this Agreement in accordance with such Preliminary Vote;
(iii) authorizes the holder of such proxy to vote on such other Individual Founder in his sole discretionmatters as may come before a meeting of shareholders of Accenture Ltd or any adjournment thereof and as are related, on all matters submitted directly or indirectly, to a vote of stockholders the matter which was the subject of the Company Preliminary Vote as the aforementioned persons see fit in their discretion but in a manner consistent with the Preliminary Vote; and
(whether at an annual or special iv) authorizes the holder of such proxy to vote on such other matters as may come before a meeting of stockholders shareholders of Accenture Ltd or any adjournment thereof (including matters related to adjournment thereof) as the aforementioned persons see fit in their discretion but not to cast any vote under this clause (iv) which is inconsistent with the Preliminary Vote or which would achieve an outcome that would frustrate the intent 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)Preliminary Vote. Each Granting Founder such Covered Person hereby affirms that the irrevocable this proxy granted pursuant to this Section 3(a) is given in connection with the execution as a term of this Agreement, including to secure the performance of the duties of Agreement and as 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 is irrevocable. It is further understood and agreed by each such Covered Person that this proxy may under no circumstances be revoked. Each Granting Founder hereby ratifies exercised by the aforementioned persons with respect to all Employee Covered Shares of such Covered Person for the period beginning on the date hereof and confirms all ending on the date this Agreement shall have been terminated pursuant to paragraph (a) of Section 6.1 hereof.
(b) By his signature hereto, each Covered Person appoints the Partners Representatives, and each member thereof individually, with full power of substitution and resubstitution, his true and lawful attorney-in-fact to direct, in accordance with the provisions of this Article IV, the voting of any Employee Covered Shares held of record by any other person but beneficially owned by such Covered Person, granting to such attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that such proxy attorney or attorneys may lawfully deem necessary, advisable or appropriate to carry out fully the intent of Section 4.2 and paragraph (a) of this Section 4.3 as such Covered Person might or could do personally, hereby ratifying and confirming all acts and things that such attorney or attorneys may 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 power of attorney. It is understood and agreed by each such Covered Person that this appointment, empowerment and authorization may be exercised by the aforementioned persons with respect to such Granting Founder in accordance with Section 8, (ii) with respect to any Voting Stock all Employee Covered Shares of such Granting FounderCovered Person, such Voting Stock ceasing to constitute Founder Voting Shares in compliance with and held of record by another person, for the period beginning on the date hereof and ending on the date 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 Granting Founder’s proxy and already is appointed the Granting Founder’s attorney-in-fact shall have been terminated pursuant to Section 3(b), this Section 3(a6.1(a) and Section 3(b) shall be applied in a manner consistent with such other Individual Founder continuing to hold the Granting Founder’s proxy and to be appointed the Granting Founder’s attorney-in-fact until such proxy and appointment shall have been revoked pursuant to both this Section 3(a) and Section 3(b)hereof.
(b) Each Founder Affiliate of an Individual Founder may, but shall not be required to, elect at the time it becomes a party to this Agreement to irrevocably grant to, and appoint, such Individual Founder or the other Individual Founder (such Individual Founder or other Individual Founder so appointed, as the case may be, the “Specified Individual Founder”), as such Founder Affiliate’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Founder Affiliate, to vote or cause to be voted (including by written consent, if applicable) all Founder Voting Shares of such Founder Affiliate, 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 Specified 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 Founder Affiliate hereby affirms that an irrevocable proxy granted pursuant to this Section 3(b) is given in connection with the execution of this Agreement, including to secure the performance of the duties of such Founder Affiliate under Section 2. Each Founder Affiliate hereby further affirms that an irrevocable proxy granted pursuant to this Section 3(b) is coupled with an interest and may under no circumstances be revoked. Each Founder Affiliate 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, a proxy and appointment granted by any Founder Affiliate of an Individual Founder pursuant to this Section 3(b) shall be automatically revoked, without any further action, upon the earliest to occur of (i) the Specified Individual Founder’s death or Disability, (ii) the termination of this Agreement with respect to such Founder Affiliate in accordance with Section 8, (iii) with respect to any Voting Stock of such Founder Affiliate, such Voting Stock ceasing to constitute Founder Voting Shares in compliance with this Agreement and (iv) the amendment of this Section 3(b) in accordance with Section 9(d) to remove the grant of such proxy and appointment.
(c) Notwithstanding the foregoing in this Section 3, no proxy and appointment granted pursuant to this Section 3 (in the case of Section 3(b), only if granted after the date of this Agreement) shall become effective unless and until any Consents that the Company determines in good faith and describes in reasonable detail in writing to the applicable Founder, within eight business days after receipt by the Company of written notice of (i) the death or Disability of the applicable Individual Founder if such proxy and appointment is pursuant to Section 3(a) or (ii) the applicable related Permitted Transfer in accordance with Section 7(c) if such proxy and appointment is pursuant to Section 3(b), are required with respect to such proxy and appointment have been made and obtained.
Appears in 1 contract
Sources: Voting Agreement (Accenture LTD)
Irrevocable Proxy and Power of Attorney. By his signature hereto (aor to a joinder agreement in the form of Exhibit A), each Covered Person hereby:
(i) Each Individual Founder gives the Partners Committee, and each Founder Affiliate of such Individual Founder (eachmember thereof individually, 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)substitution and resubstitution, for an irrevocable proxy and in the name, place and stead of such Granting Founder, instruction to vote or cause to be voted (including by written consent, if applicable) all Founder Voting Shares otherwise act upon any vote of such Granting Founder, in the manner provided in Section 2 or, shareholders of Bermudaco with respect to all of the Covered Person's Employee Covered Shares, as fully, to the same extent and with the same effect as such Covered Person might or could do under any matter not contemplated by Section 2, applicable laws or regulations governing the rights and powers of shareholders of a Bermuda company;
(ii) directs that such proxy shall be voted in connection with such manner matters as is determined by are the subject of a Preliminary Vote as provided in this Agreement in accordance with such Preliminary Vote;
(iii) authorizes the holder of such proxy to vote on such other Individual Founder in his sole discretionmatters as may come before a meeting of shareholders of Bermudaco or any adjournment thereof and as are related, on all matters submitted directly or indirectly, to a vote of stockholders the matter which was the subject of the Company Preliminary Vote as the aforementioned persons see fit in their discretion but in a manner consistent with the Preliminary Vote; and
(whether at an annual or special iv) authorizes the holder of such proxy to vote on such other matters as may come before a meeting of stockholders shareholders of Bermudaco or any adjournment thereof (including matters related to adjournment thereof) as the aforementioned persons see fit in their discretion but not to cast any vote under this clause (iv) which is inconsistent with the Preliminary Vote or which would achieve an outcome that would frustrate the intent 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)Preliminary Vote. Each Granting Founder such Covered Person hereby affirms that the irrevocable this proxy granted pursuant to this Section 3(a) is given in connection with the execution as a term of this Agreement, including to secure the performance of the duties of Agreement and as 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 revokedis irrevocable. Each Granting Founder hereby ratifies It is further understood and confirms all agreed by each such Covered Person that such this proxy may lawfully do or cause to be done exercised 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 aforementioned persons with respect to such Granting Founder in accordance with Section 8, (ii) with respect to any Voting Stock all Employee Covered Shares of such Granting Founder, such Voting Stock ceasing to constitute Founder Voting Shares in compliance with Covered Person for the period beginning on the date hereof and ending on the date 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 Granting Founder’s proxy and already is appointed the Granting Founder’s attorney-in-fact pursuant to Section 3(b), this Section 3(a) and Section 3(b) shall be applied in a manner consistent with such other Individual Founder continuing to hold the Granting Founder’s proxy and to be appointed the Granting Founder’s attorney-in-fact until such proxy and appointment shall have been revoked terminated pursuant to both this Section 3(aparagraph (a) and Section 3(b).
(b) Each Founder Affiliate of an Individual Founder may, but shall not be required to, elect at the time it becomes a party to this Agreement to irrevocably grant to, and appoint, such Individual Founder or the other Individual Founder (such Individual Founder or other Individual Founder so appointed, as the case may be, the “Specified Individual Founder”), as such Founder Affiliate’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Founder Affiliate, to vote or cause to be voted (including by written consent, if applicable) all Founder Voting Shares of such Founder Affiliate, 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 Specified 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 Founder Affiliate hereby affirms that an irrevocable proxy granted pursuant to this Section 3(b) is given in connection with the execution of this Agreement, including to secure the performance of the duties of such Founder Affiliate under Section 2. Each Founder Affiliate hereby further affirms that an irrevocable proxy granted pursuant to this Section 3(b) is coupled with an interest and may under no circumstances be revoked. Each Founder Affiliate 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, a proxy and appointment granted by any Founder Affiliate of an Individual Founder pursuant to this Section 3(b) shall be automatically revoked, without any further action, upon the earliest to occur of (i) the Specified Individual Founder’s death or Disability, (ii) the termination of this Agreement with respect to such Founder Affiliate in accordance with Section 8, (iii) with respect to any Voting Stock of such Founder Affiliate, such Voting Stock ceasing to constitute Founder Voting Shares in compliance with this Agreement and (iv) the amendment of this Section 3(b) in accordance with Section 9(d) to remove the grant of such proxy and appointment.
(c) Notwithstanding the foregoing in this Section 3, no proxy and appointment granted pursuant to this Section 3 (in the case of Section 3(b), only if granted after the date of this Agreement) shall become effective unless and until any Consents that the Company determines in good faith and describes in reasonable detail in writing to the applicable Founder, within eight business days after receipt by the Company of written notice of (i) the death or Disability of the applicable Individual Founder if such proxy and appointment is pursuant to Section 3(a) or (ii) the applicable related Permitted Transfer in accordance with Section 7(c) if such proxy and appointment is pursuant to Section 3(b), are required with respect to such proxy and appointment have been made and obtained.6.01
Appears in 1 contract
Sources: Voting Agreement (PWCC LTD)
Irrevocable Proxy and Power of Attorney. (a) Each Individual Founder By its signature hereto, ▇▇▇▇ Holdings:
(i) gives the Board of Directors, and each Founder Affiliate of such Individual Founder (eachmember thereof individually, 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 and re-substitution), for and in the name, place and stead of such Granting Founder, an irrevocable proxy 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, otherwise act with respect to all of the Covered Shares, as fully, to the same extent and with the same effect as ▇▇▇▇ Holdings might or could do under any matter not contemplated by Section 2, applicable laws or regulations governing the rights and powers of shareholders of a Bermuda company;
(ii) directs that such proxy shall be voted in such manner as is determined by such other Individual Founder in his sole discretion, on all matters submitted to a connection with any vote of stockholders the shareholders of ▇▇▇▇ Ltd in accordance with the Company Voting Undertaking;
(whether at an annual or special iii) authorizes the holder of such proxy to vote on any matters as may come before a meeting of stockholders shareholders of ▇▇▇▇ Ltd or any adjournment thereof in accordance with 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 Voting Undertaking.
(b) ▇▇▇▇ Holdings hereby affirms that the irrevocable this proxy granted pursuant to this Section 3(a) is given in connection with the execution as a term of this Agreement, including to secure the performance of the duties of Agreement and as 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 is irrevocable. It is further understood and agreed by ▇▇▇▇ Holdings that this proxy may under no circumstances be revoked. Each Granting Founder hereby ratifies exercised by the aforementioned persons with respect to all Covered Shares for the period beginning on the signature of this Agreement and confirms all ending, in respect of the relevant Covered Shares, on the Award Date.
(c) By its signature hereto, ▇▇▇▇ Holdings appoints the Board of Directors, and each member thereof individually, with full power of substitution and re-substitution, its true and lawful attorney- in- fact to direct, in accordance with the provisions of this Article III, the voting of any Covered Shares held of record by ▇▇▇▇ Holdings, granting to such attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that such proxy attorney or attorneys may lawfully deem necessary, advisable or appropriate to carry out fully the intent of paragraph (a) of this Section 3.1, as ▇▇▇▇ Holdings might or could do personally, hereby ratifying and confirming all acts and things that such attorney or attorneys may do or cause to be done by virtue hereofof this power of attorney. Such irrevocable proxy It is executed understood and intended agreed by ▇▇▇▇ Holdings that this appointment, empowerment and authorization may be exercised by the aforementioned persons with respect to be irrevocable in accordance with all Covered Shares, for the provisions of Section 212(e) of period beginning on 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 signature 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 Granting Founder’s proxy and already is appointed the Granting Founder’s attorney-in-fact pursuant to Section 3(b), this Section 3(a) and Section 3(b) shall be applied in a manner consistent with such other Individual Founder continuing to hold the Granting Founder’s proxy and to be appointed the Granting Founder’s attorney-in-fact until such proxy and appointment shall have been revoked pursuant to both this Section 3(a) and Section 3(b).
(b) Each Founder Affiliate of an Individual Founder may, but shall not be required to, elect at the time it becomes a party to this Agreement to irrevocably grant to, and appoint, such Individual Founder or the other Individual Founder (such Individual Founder or other Individual Founder so appointed, as the case may be, the “Specified Individual Founder”), as such Founder Affiliate’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Founder Affiliate, to vote or cause to be voted (including by written consent, if applicable) all Founder Voting Shares of such Founder Affiliateending, in respect of 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 Specified Individual Founder in his sole discretionrelevant Covered Shares, 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 Founder Affiliate hereby affirms that an irrevocable proxy granted pursuant to this Section 3(b) is given in connection with the execution of this Agreement, including to secure the performance of the duties of such Founder Affiliate under Section 2. Each Founder Affiliate hereby further affirms that an irrevocable proxy granted pursuant to this Section 3(b) is coupled with an interest and may under no circumstances be revoked. Each Founder Affiliate 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, a proxy and appointment granted by any Founder Affiliate of an Individual Founder pursuant to this Section 3(b) shall be automatically revoked, without any further action, upon the earliest to occur of (i) the Specified Individual Founder’s death or Disability, (ii) the termination of this Agreement with respect to such Founder Affiliate in accordance with Section 8, (iii) with respect to any Voting Stock of such Founder Affiliate, such Voting Stock ceasing to constitute Founder Voting Shares in compliance with this Agreement and (iv) the amendment of this Section 3(b) in accordance with Section 9(d) to remove the grant of such proxy and appointmentAward Date.
(c) Notwithstanding the foregoing in this Section 3, no proxy and appointment granted pursuant to this Section 3 (in the case of Section 3(b), only if granted after the date of this Agreement) shall become effective unless and until any Consents that the Company determines in good faith and describes in reasonable detail in writing to the applicable Founder, within eight business days after receipt by the Company of written notice of (i) the death or Disability of the applicable Individual Founder if such proxy and appointment is pursuant to Section 3(a) or (ii) the applicable related Permitted Transfer in accordance with Section 7(c) if such proxy and appointment is pursuant to Section 3(b), are required with respect to such proxy and appointment have been made and obtained.
Appears in 1 contract
Sources: Voting Agreement (VEON Ltd.)
Irrevocable Proxy and Power of Attorney. (a) Each Individual Founder and each Founder Affiliate of Transferee hereby gives the Transferor who has transferred the Transferred Shares to such Individual Founder (eachTransferee, 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)substitution and resubstitution, for an exclusive and in the name, place irrevocable proxy and stead power of such Granting Founder, attorney 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, otherwise act 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 Transferee’s Transferred Shares, as fully, to the same extent and with the same effect as such Transferee might or could do under any applicable laws or regulations governing the rights and powers of shareholders of a Bermuda 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). b) Each Granting Founder such Transferee hereby affirms to Accenture Ltd and the Transferor that the irrevocable this proxy granted pursuant to this Section 3(a) and power of attorney is given in connection with the execution as a term of this Agreement, including to secure the performance of the duties of Agreement and as 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 revokedis irrevocable. Each Granting Founder hereby ratifies It is further understood and confirms all agreed by each such Transferee 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 this proxy and appointment granted power of attorney may be exercised by any Granting Founder the respective Transferor with respect to all Transferred Shares transferred by such Transferor to such Transferee.
(c) The proxy and power of attorney given by the Transferee to the Transferor pursuant to this Section 3(a4.1 shall remain in effect until the date (the “Proxy Termination Date”) shall be automatically revoked, without any further action, upon which is the earliest to occur earlier of (i) the termination of this Agreement with respect date that such Transferor ceases to such Granting Founder in accordance with Section 8, be an Employee Covered Person and (ii) with respect such date, following the Restriction Date, that the Transferee transfers the Transferred Shares to any Voting Stock a subsequent transferee.
(d) It is acknowledged and agreed by the Transferee that the Transferred Shares may be voted, pursuant to the proxy and power of such Granting Founder, such Voting Stock ceasing attorney given pursuant to constitute Founder Voting Shares in compliance with this Agreement and (iii) the amendment of this Section 3(a) 4.1 in accordance with Section 9(d) the interests of the Transferor and/or the Company, as may be determined by the Transferor, without any duty or obligation to remove the grant Transferee being expressly or implicitly undertaken or assumed by the Transferor or the Company as a result of the acceptance of such proxy and appointment. If at the time power of such Individual Founder’s death or Disability, the other Individual Founder already holds the Granting Founder’s proxy and already is appointed the Granting Founder’s attorney-in-fact pursuant to Section 3(b), this Section 3(a) and Section 3(b) shall be applied in a manner consistent with such other Individual Founder continuing to hold the Granting Founder’s proxy and to be appointed the Granting Founder’s attorney-in-fact until such proxy and appointment shall have been revoked pursuant to both this Section 3(a) and Section 3(b).
(b) Each Founder Affiliate of an Individual Founder may, but shall not be required to, elect at the time it becomes a party to this Agreement to irrevocably grant to, and appoint, such Individual Founder or the other Individual Founder (such Individual Founder or other Individual Founder so appointed, as the case may be, the “Specified Individual Founder”), as such Founder Affiliate’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Founder Affiliate, to vote or cause to be voted (including by written consent, if applicable) all Founder Voting Shares of such Founder Affiliate, 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 Specified 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 Founder Affiliate hereby affirms that an irrevocable proxy granted pursuant to this Section 3(b) is given in connection with the execution of this Agreement, including to secure the performance of the duties of such Founder Affiliate under Section 2. Each Founder Affiliate hereby further affirms that an irrevocable proxy granted pursuant to this Section 3(b) is coupled with an interest and may under no circumstances be revoked. Each Founder Affiliate 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, a proxy and appointment granted by any Founder Affiliate of an Individual Founder pursuant to this Section 3(b) shall be automatically revoked, without any further action, upon the earliest to occur of (i) the Specified Individual Founder’s death or Disability, (ii) the termination of this Agreement with respect to such Founder Affiliate in accordance with Section 8, (iii) with respect to any Voting Stock of such Founder Affiliate, such Voting Stock ceasing to constitute Founder Voting Shares in compliance with this Agreement and (iv) the amendment of this Section 3(b) in accordance with Section 9(d) to remove the grant of such proxy and appointment.
(ce) Notwithstanding the foregoing in provisions of this Section 34.1, no it is acknowledged and agreed that the proxy and appointment granted pursuant to power of attorney provided by this Section 3 (4.1 are not, and shall not be deemed to be, given in the case of Section 3(b), only if granted after the date any Transfer of this AgreementTransferred Shares (1) shall become effective unless and until by any Consents that the Company determines in good faith and describes in reasonable detail in writing to the applicable Founder, within eight business days after receipt by the Company of written notice of (i) the death Transferor who is a retired or Disability of the applicable Individual Founder if such proxy and appointment is pursuant to Section 3(a) resigned Partner or (ii2) the applicable related Permitted Transfer in accordance with Section 7(c) if such proxy and appointment to any Transferee that is pursuant to Section 3(b), are required with respect to such proxy and appointment have been made and obtainedan Exempt Organization.
Appears in 1 contract
Irrevocable Proxy and Power of Attorney. (a) Each Individual Founder and each Founder Affiliate of Transferee hereby gives the Transferor who has transferred the Transferred Shares to such Individual Founder (eachTransferee, 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)substitution and resubstitution, for an exclusive and in the name, place irrevocable proxy and stead power of such Granting Founder, attorney 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, otherwise act 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 Transferee’s Transferred Shares, as fully, to the same extent and with the same effect as such Transferee might or could do under any applicable laws or regulations governing the rights and powers of shareholders of a Luxembourg 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). b) Each Granting Founder such Transferee hereby affirms to Accenture SCA and the Transferor that the irrevocable this proxy granted pursuant to this Section 3(a) and power of attorney is given in connection with the execution as a term of this Agreement, including to secure the performance of the duties of Agreement and as 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 revokedis irrevocable. Each Granting Founder hereby ratifies It is further understood and confirms all agreed by each such Transferee 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 this proxy and appointment granted power of attorney may be exercised by any Granting Founder the respective Transferor with respect to all Transferred Shares transferred by such Transferor to such Transferee.
(c) The proxy and power of attorney given by the Transferee to the Transferor pursuant to this Section 3(a4.1 shall remain in effect until the date (the “Proxy Termination Date”) shall be automatically revoked, without any further action, upon which is the earliest to occur earlier of (i) the termination of this Agreement with respect date that such Transferor ceases to such Granting Founder in accordance with Section 8, be an Employee Covered Person and (ii) with respect such date, following the Restriction Termination Date, that the Transferee transfers the Transferred Shares to any Voting Stock a subsequent transferee.
(d) It is acknowledged and agreed by the Transferee that the Transferred Shares may be voted, pursuant to the proxy and power of such Granting Founder, such Voting Stock ceasing attorney given pursuant to constitute Founder Voting Shares in compliance with this Agreement and (iii) the amendment of this Section 3(a) 4.1, in accordance with Section 9(d) the interests of the Transferor and/or the Company, as may be determined by the Transferor, without any duty or obligation to remove the grant Transferee being expressly or implicitly undertaken or assumed by the Transferor or the Company as a result of the acceptance of such proxy and appointment. If at the time power of such Individual Founder’s death or Disability, the other Individual Founder already holds the Granting Founder’s proxy and already is appointed the Granting Founder’s attorney-in-fact pursuant to Section 3(b), this Section 3(a) and Section 3(b) shall be applied in a manner consistent with such other Individual Founder continuing to hold the Granting Founder’s proxy and to be appointed the Granting Founder’s attorney-in-fact until such proxy and appointment shall have been revoked pursuant to both this Section 3(a) and Section 3(b).
(b) Each Founder Affiliate of an Individual Founder may, but shall not be required to, elect at the time it becomes a party to this Agreement to irrevocably grant to, and appoint, such Individual Founder or the other Individual Founder (such Individual Founder or other Individual Founder so appointed, as the case may be, the “Specified Individual Founder”), as such Founder Affiliate’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Founder Affiliate, to vote or cause to be voted (including by written consent, if applicable) all Founder Voting Shares of such Founder Affiliate, 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 Specified 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 Founder Affiliate hereby affirms that an irrevocable proxy granted pursuant to this Section 3(b) is given in connection with the execution of this Agreement, including to secure the performance of the duties of such Founder Affiliate under Section 2. Each Founder Affiliate hereby further affirms that an irrevocable proxy granted pursuant to this Section 3(b) is coupled with an interest and may under no circumstances be revoked. Each Founder Affiliate 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, a proxy and appointment granted by any Founder Affiliate of an Individual Founder pursuant to this Section 3(b) shall be automatically revoked, without any further action, upon the earliest to occur of (i) the Specified Individual Founder’s death or Disability, (ii) the termination of this Agreement with respect to such Founder Affiliate in accordance with Section 8, (iii) with respect to any Voting Stock of such Founder Affiliate, such Voting Stock ceasing to constitute Founder Voting Shares in compliance with this Agreement and (iv) the amendment of this Section 3(b) in accordance with Section 9(d) to remove the grant of such proxy and appointment.
(ce) Notwithstanding the foregoing in provisions of this Section 34.1, no it is acknowledged and agreed that the proxy and appointment granted pursuant to power of attorney provided by this Section 3 (4.1 are not, and shall not be deemed to be, given in the case of Section 3(b), only if granted after the date any Transfer of this AgreementTransferred Shares (1) shall become effective unless and until by any Consents that the Company determines in good faith and describes in reasonable detail in writing to the applicable Founder, within eight business days after receipt by the Company of written notice of (i) the death Transferor who is a retired or Disability of the applicable Individual Founder if such proxy and appointment is pursuant to Section 3(a) resigned Partner or (ii2) the applicable related Permitted Transfer in accordance with Section 7(c) if such proxy and appointment to any Transferee that is pursuant to Section 3(b), are required with respect to such proxy and appointment have been made and obtainedan Exempt Organization.”
Appears in 1 contract
Irrevocable Proxy and Power of Attorney. (a) Each Individual Founder and each Founder Affiliate of such Individual Founder Stockholder (each, a “Granting Founder”other than DTV Holding) hereby irrevocably grants to(to the fullest extent permitted by law) appoints DTV Holding and any designee of DTV Holding, and appointseach of them individually, in each case effective upon such Individual Founder’s death or Disability, the other Individual Founder as such Granting Founder’s proxy its proxies and attorneyattorneys-in-fact (fact, with full power of substitution), for substitution and in the name, place and stead of such Granting Founderresubstitution, 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 every meeting of stockholders of the Company Corporation, and at every adjournment or through the postponement thereof and to act by written consent of stockholders of the Companywith respect to Common Stock now owned and acquired hereafter (including, 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 without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the execution like or shares of Common Stock issued to a Stockholder upon the conversion and/or exercise of Convertible Securities and Options) by Stockholder, or over which such Stockholder has voting control, on all matters presented at such meeting or taking action by written consent, including but not limited to, the matters set forth in Section 6.2 of this Agreement, including in accordance with the provisions of Section 6 hereof. This irrevocable proxy and power of attorney is given to secure the performance of the duties of such Granting Founder the Stockholders under Section 2this Agreement. 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) In furtherance of the General Corporation Law of the State of Delaware. Notwithstanding the foregoing, the proxy agreements herein 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 Granting Founder’s proxy and already is appointed the Granting Founder’s attorney-in-fact pursuant to Section 3(b), this Section 3(a) and Section 3(b) shall be applied in a manner consistent with such other Individual Founder continuing to hold the Granting Founder’s proxy and to be appointed the Granting Founder’s attorney-in-fact until such proxy and appointment shall have been revoked pursuant to both this Section 3(a) and Section 3(b).
(b) Each Founder Affiliate of an Individual Founder may, but shall not be required to, elect at the time it becomes a party to this Agreement to irrevocably grant to, and appoint, such Individual Founder or the other Individual Founder (such Individual Founder or other Individual Founder so appointed, as the case may be, the “Specified Individual Founder”), as such Founder Affiliate’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Founder Affiliate, to vote or cause to be voted (including by written consent, if applicable) all Founder Voting Shares of such Founder Affiliate, 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 Specified 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 Founder Affiliate hereby affirms that an irrevocable proxy granted pursuant to this Section 3(b) is given in connection concurrently with the execution of this Agreement, including each Stockholder (other than DTV Holding) shall deliver to secure DTV Holding a proxy in the performance form attached hereto as Exhibit A. This proxy and power of attorney granted by each Stockholder (other than DTV Holding) shall be irrevocable to the duties of such Founder Affiliate under Section 2. Each Founder Affiliate hereby further affirms that an irrevocable proxy granted pursuant fullest extent permitted by law, shall be deemed to this Section 3(b) is be coupled with an interest and may under no circumstances be revoked. Each Founder Affiliate hereby ratifies and confirms all that such proxy may lawfully do or cause sufficient in law to be done by virtue hereof. Such support an 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, a proxy shall revoke any and appointment all prior proxies granted by any Founder Affiliate of an Individual Founder pursuant to this Section 3(b) shall be automatically revoked, without any further action, upon the earliest to occur of Stockholder (i) the Specified Individual Founder’s death or Disability, (ii) the termination of this Agreement with respect to such Founder Affiliate in accordance with Section 8, (iiiother than DTV Holding) with respect to Common Stock now owned and acquired hereafter (including, without limitation, in connection with any Voting stock split, stock dividend, recapitalization, reorganization, or the like or shares of Common Stock issued to a Stockholder upon the conversion and/or exercise of Convertible Securities and Options) by Stockholder, or over which such Stockholder has voting control. The power of attorney granted by each Stockholder (other than DTV Holding) herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Founder AffiliateStockholder. The proxy and power of attorney granted hereunder shall be effective upon the Effective Date and shall terminate and be of no further force and effect upon the date after the ten year anniversary of the Effective Date.
(b) Each Stockholder hereby represents and warrants to the Corporation that any proxies heretofore given by it in respect of its Common Stock previously are not irrevocable, that any such Voting Stock ceasing to constitute Founder Voting Shares in compliance with this Agreement proxies have heretofore been effectively revoked, and (iv) the amendment that written notice of this Section 3(b) in accordance with Section 9(d) to remove the grant revocation of such proxies has been delivered to any such proxy and appointmentholders.
(c) Notwithstanding Each Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the foregoing in terms of this Section 3, no proxy and appointment granted pursuant to this Section 3 6.
(in the case of Section 3(b)d) Each Stockholder represents, only if granted after the date of this Agreement) shall become effective unless and until any Consents that the Company determines in good faith and describes in reasonable detail in writing to the applicable Founder, within eight business days after receipt by the Company of written notice of (i) the death or Disability of the applicable Individual Founder if such proxy and appointment is pursuant to Section 3(a) or (ii) the applicable related Permitted Transfer in accordance with Section 7(c) if such proxy and appointment is pursuant to Section 3(b), are required with respect to such proxy himself, herself or itself, that he, she or it is the beneficial owner (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended,) of the shares of Common Stock, warrants to purchase shares of Common Stock of the Corporation and appointment have been made and obtainedoptions to purchase shares of Common Stock of the Corporation set forth on Schedule A hereto.
Appears in 1 contract
Irrevocable Proxy and Power of Attorney. (a) Each Individual Founder Stockholder hereby constitutes and each Founder Affiliate appoints as the proxies of such Individual Founder Stockholder and hereby grants a power of attorney to the Board and any designee of the Board (each, who may be a “Granting Founder”) hereby irrevocably grants toDirector or an officer of the Corporation), and appoints, in hereby grants 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 (of them with full power of substitution), for not generally but only with respect to the election or removal of Persons as members of the Board in accordance with Article 2 and in all matters relating to any Drag-Along Rights pursuant to Article 3 and tag-along rights and rights of first offer pursuant to Article 4, and hereby authorizes each of them to represent and vote, if and only if the name, place and stead of such Granting Founder, Stockholder (a) fails to vote or cause (b) attempts to be voted vote (including whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, if applicable) all Founder of such Stockholder’s Voting Shares in accordance with the terms and provisions 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 this Agreement. Each of the Company (whether at an annual or special meeting proxy and power 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 attorney granted pursuant to this Section 3(a) the immediately preceding sentence is given in consideration of the agreements and covenants of the Corporation and the Stockholders in connection with the execution of transactions contemplated by this AgreementAgreement and, 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) as such, each is coupled with an interest and may under no circumstances shall be revokedirrevocable unless and until this Agreement terminates or expires pursuant to Section 8.04. Each Granting Founder party hereto hereby ratifies revokes any and confirms all that such previous proxies or powers of attorney with respect to the Voting Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 8.04, purport to grant any other proxy may lawfully do or cause power of attorney with respect 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) any of the General Corporation Law Voting Shares, deposit any of its Voting Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any other Person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the State Voting Shares, in each case, with respect to any of Delawarethe matters set forth herein. 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 provisions 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 Granting Founder’s proxy and already is appointed the Granting Founder’s attorney-in-fact pursuant to Section 3(b), this Section 3(a) and Section 3(b) shall be applied in a manner consistent with such other Individual Founder continuing to hold the Granting Founder’s proxy and to be appointed the Granting Founder’s attorney-in-fact until such proxy and appointment shall have been revoked pursuant to both this Section 3(a) and Section 3(b).
(b) Each Founder Affiliate of an Individual Founder may, but 7.02 shall not be required to, elect at the time it becomes prevent a party to this Agreement to irrevocably grant to, and appoint, such Individual Founder or the other Individual Founder (such Individual Founder or other Individual Founder Stockholder from Transferring its Capital Stock so appointed, as the case may be, the “Specified Individual Founder”), long as such Founder Affiliate’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Founder Affiliate, to vote or cause to be voted (including by written consent, if applicable) all Founder Voting Shares of such Founder Affiliate, 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 Specified 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 Founder Affiliate hereby affirms that an irrevocable proxy granted pursuant to this Section 3(b) is given in connection with the execution of this Agreement, including to secure the performance of the duties of such Founder Affiliate under Section 2. Each Founder Affiliate hereby further affirms that an irrevocable proxy granted pursuant to this Section 3(b) is coupled with an interest and may under no circumstances be revoked. Each Founder Affiliate 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 Transfer complies with the provisions of the Governing Documents, including Section 212(e) of the General Corporation Law of the State of Delaware. Notwithstanding the foregoing, a proxy and appointment granted by any Founder Affiliate of an Individual Founder pursuant to this Section 3(b) shall be automatically revoked, without any further action, upon the earliest to occur of (i) the Specified Individual Founder’s death or Disability, (ii) the termination of this Agreement with respect to such Founder Affiliate in accordance with Section 8, (iii) with respect to any Voting Stock of such Founder Affiliate, such Voting Stock ceasing to constitute Founder Voting Shares in compliance with this Agreement and (iv) the amendment of this Section 3(b) in accordance with Section 9(d) to remove the grant of such proxy and appointment7.03.
(c) Notwithstanding the foregoing in this Section 3, no proxy and appointment granted pursuant to this Section 3 (in the case of Section 3(b), only if granted after the date of this Agreement) shall become effective unless and until any Consents that the Company determines in good faith and describes in reasonable detail in writing to the applicable Founder, within eight business days after receipt by the Company of written notice of (i) the death or Disability of the applicable Individual Founder if such proxy and appointment is pursuant to Section 3(a) or (ii) the applicable related Permitted Transfer in accordance with Section 7(c) if such proxy and appointment is pursuant to Section 3(b), are required with respect to such proxy and appointment have been made and obtained.
Appears in 1 contract
Sources: Stockholder Agreement
Irrevocable Proxy and Power of Attorney. (a) Each Individual Founder and each Founder Affiliate of such Individual Founder (each, a “Granting Founder”) The Purchaser hereby irrevocably and unconditionally, to the fullest extent permitted by law, grants to, makes, constitutes and appoints, in each case effective upon such Individual Founder’s death or Disability, appoints the other Individual Founder Proxyholder as such Granting Founder’s proxy its sole and exclusive true and lawful attorney-in-fact and proxy (with full power of substitution or re-substitution), for and in the Purchaser’s name, place and stead stead, with full power and authority, including, without limitation, of substitution and re-substitution, and to the same effect as the Purchaser can, might or could do under law, to exercise (subject to the prior written consent of the Purchaser) during the Proxy Term (but only during the Proxy Term), in a manner the Proxyholder deem in their sole and absolute discretion appropriate, all voting, consent and similar rights (to the full extent that the Purchaser would be entitled to so vote and exercise them, and including, without limitation, the power to execute and deliver written consents), and to be counted as present for purposes of establishing a quorum, in each case at every annual, extraordinary or adjourned meeting of shareholders of the Targets and in every written consent in lieu 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 ora meeting, 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)Sale Shares. Each Granting Founder hereby affirms that the irrevocable proxy granted pursuant to this Section 3(a) is given in connection with Upon the execution of this AgreementDeed, including any and all prior proxies given by the Purchaser with respect to secure the performance Sale Shares are hereby revoked and, subject to the terms and conditions set forth in this Deed, the Purchaser agrees not to grant during the Proxy Term any subsequent proxies with respect to the Sale Shares if and to the extent inconsistent with this Section 1.1. For the purposes hereof, “Proxy Term” means the period starting on the date hereof and ending on the expiration of the duties Waiting Period, provided that, (i) if a Trigger Event has occurred during the Waiting Period and no Sale Reversal Notice has been validly delivered pursuant to section 5.7(b) of such Granting Founder under the SPA during the Sale Reversal Notice Period, the Transition Period shall end upon the later of the expiration of the Sale Reversal Notice Period or the Waiting Period; and (ii) if a Sale Reversal Notice has been validly delivered pursuant to Section 25.7(b) of the SPA during the Sale Reversal Notice Period, the Transition Period shall end on the Sale Reversal Closing Date. Each Granting Founder hereby further affirms that the irrevocable The proxy granted pursuant to this Section 3(ahereby (a) is irrevocable and coupled with an interest sufficient in law to support an irrevocable power, (b) shall survive and may under no circumstances not be revokedaffected by the subsequent death, disability, incapacity, insolvency or bankruptcy of the Purchaser and (c) shall continue in full force and effect until the expiration of the Proxy Term. Each Granting Founder The Purchaser hereby ratifies and confirms all actions that such proxy the Proxyholder may lawfully do take or cause to be done taken by virtue hereof. Such irrevocable The proxy is executed and intended to be irrevocable irrevocable, and the exercise of the voting rights of the Sale Shares is intended to be enforceable, in accordance with the provisions of Section 212(e) all applicable law. The Purchaser shall take all further action and execute such other instruments as may be reasonably necessary to effectuate the intent of the General Corporation Law of the State of Delawareproxy. Notwithstanding the foregoing, the This proxy and appointment granted power of attorney is irrevocable by any Granting Founder pursuant to this Section 3(a) shall be automatically revoked, without any further action, upon reason of being given for valuable consideration (the earliest to occur receipt and sufficiency of (i) which is hereby acknowledged by 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 Granting Founder’s proxy and already is appointed the Granting Founder’s attorney-in-fact pursuant to Section 3(b), this Section 3(a) and Section 3(b) shall be applied in a manner consistent with such other Individual Founder continuing to hold the Granting Founder’s proxy and to be appointed the Granting Founder’s attorney-in-fact until such proxy and appointment shall have been revoked pursuant to both this Section 3(a) and Section 3(bundersigned).
(b) Each Founder Affiliate of an Individual Founder may, but shall not be required to, elect at the time it becomes a party to this Agreement to irrevocably grant to, and appoint, such Individual Founder or the other Individual Founder (such Individual Founder or other Individual Founder so appointed, as the case may be, the “Specified Individual Founder”), as such Founder Affiliate’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Founder Affiliate, to vote or cause to be voted (including by written consent, if applicable) all Founder Voting Shares of such Founder Affiliate, 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 Specified 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 Founder Affiliate hereby affirms that an irrevocable proxy granted pursuant to this Section 3(b) is given in connection with the execution of this Agreement, including to secure the performance of the duties of such Founder Affiliate under Section 2. Each Founder Affiliate hereby further affirms that an irrevocable proxy granted pursuant to this Section 3(b) is coupled with an interest and may under no circumstances be revoked. Each Founder Affiliate 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, a proxy and appointment granted by any Founder Affiliate of an Individual Founder pursuant to this Section 3(b) shall be automatically revoked, without any further action, upon the earliest to occur of (i) the Specified Individual Founder’s death or Disability, (ii) the termination of this Agreement with respect to such Founder Affiliate in accordance with Section 8, (iii) with respect to any Voting Stock of such Founder Affiliate, such Voting Stock ceasing to constitute Founder Voting Shares in compliance with this Agreement and (iv) the amendment of this Section 3(b) in accordance with Section 9(d) to remove the grant of such proxy and appointment.
(c) Notwithstanding the foregoing in this Section 3, no proxy and appointment granted pursuant to this Section 3 (in the case of Section 3(b), only if granted after the date of this Agreement) shall become effective unless and until any Consents that the Company determines in good faith and describes in reasonable detail in writing to the applicable Founder, within eight business days after receipt by the Company of written notice of (i) the death or Disability of the applicable Individual Founder if such proxy and appointment is pursuant to Section 3(a) or (ii) the applicable related Permitted Transfer in accordance with Section 7(c) if such proxy and appointment is pursuant to Section 3(b), are required with respect to such proxy and appointment have been made and obtained.
Appears in 1 contract
Irrevocable Proxy and Power of Attorney. (a) Each Individual Founder To secure each Existing Shareholder’s obligations to vote its Covered Shares in accordance with this Agreement and each Founder Affiliate of to comply with the other terms hereof, such Individual Founder (eachExisting Shareholder hereby appoints Sportswear Holdings Limited, a British Virgin Islands limited company (“Granting FounderSportswear Holdings”) hereby irrevocably grants to), and appointsor its designees, in each case effective upon such Individual Founder’s death or Disability, the other Individual Founder as such Granting FounderExisting Shareholder’s true and lawful proxy and attorney-in-fact (, with the power to act alone and 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 act by written consent, if applicable) all Founder Voting Shares of such Granting Founder, in the manner provided in Section 2 or, consent with respect to any matter not contemplated by Section 2such Existing Shareholder’s Covered Shares, in and to execute all appropriate instruments consistent with this Agreement on behalf of such manner as is determined Existing Shareholder. The proxy and power granted 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 Existing Shareholder pursuant to this Section 3(a1.2(a) is are coupled with an interest and are given in connection with the execution of this Agreement, including to secure the performance of such Existing Shareholder’s duties under this Agreement. Each such proxy and power will be irrevocable for the duties term hereof, and the vote (or action by written consent) of Sportswear Holdings, in its capacity as proxyholder, shall control in any conflict between the vote (or action by written consent) of Sportswear Holdings, in its capacity as proxyholder, with respect to an Existing Shareholder’s Covered Shares and the vote (or action by written consent) 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 Existing Shareholder 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 FounderExisting Shareholder’s death or Disability, the other Individual Founder already holds the Granting Founder’s proxy and already is appointed the Granting Founder’s attorney-in-fact pursuant to Section 3(b), this Section 3(a) and Section 3(b) shall be applied in a manner consistent with such other Individual Founder continuing to hold the Granting Founder’s proxy and to be appointed the Granting Founder’s attorney-in-fact until such proxy and appointment shall have been revoked pursuant to both this Section 3(a) and Section 3(b)Covered Shares.
(b) Each Founder Affiliate of an Individual Founder mayExisting Shareholder agrees that, but shall not be except as required to, elect at under the time it becomes a party to this Agreement to irrevocably grant to, and appoint, such Individual Founder or the other Individual Founder (such Individual Founder or other Individual Founder so appointedCompany’s organizational documents, as the case may be, the “Specified Individual Founder”), soon as such Founder Affiliate’s proxy and attorney-in-fact reasonably practicable prior to (with full power of substitution), for and in the name, place and stead of such Founder Affiliate, to vote or cause to be voted (including by written consent, if applicablei) all Founder Voting Shares of such Founder Affiliate, 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 Specified Individual Founder in his sole discretion, on all matters submitted to a vote of stockholders meeting of the Company (whether at an annual or special meeting of stockholders of the Company or through the written consent of stockholders shareholders of the Company, however called, including any adjournment, recess or postponement thereof, and whether submitted to any individual class of stock voting separately or multiple classes of stock voting together). Each Founder Affiliate hereby affirms that an irrevocable proxy granted pursuant to this Section 3(b(ii) is given in connection with the requested execution of this Agreement, including to secure the performance any written consent of the duties shareholders of the Company, such Existing Shareholder shall notify Sportswear Holdings in writing of such Founder Affiliate under Section 2meeting or written consent and, in the case of a meeting, deliver to Sportswear Holdings any proxy card received by such Existing Shareholder relating thereto. Each Founder Affiliate hereby further affirms Sportswear Holdings agrees that an irrevocable proxy granted pursuant to this Section 3(b) is coupled with an interest and may under no circumstances be revoked. Each Founder Affiliate 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 it shall exercise its duty as proxyholder in accordance with the provisions terms of Section 212(e) of the General Corporation Law of the State of Delaware. Notwithstanding the foregoing, a proxy Sections 1.1 and appointment granted by any Founder Affiliate of an Individual Founder pursuant to this Section 3(b) shall be automatically revoked, without any further action, upon the earliest to occur of (i) the Specified Individual Founder’s death or Disability, (ii) the termination of this Agreement with respect to such Founder Affiliate in accordance with Section 8, (iii) with respect to any Voting Stock of such Founder Affiliate, such Voting Stock ceasing to constitute Founder Voting Shares in compliance with this Agreement and (iv) the amendment of this Section 3(b) in accordance with Section 9(d) to remove the grant of such proxy and appointment1.2(a).
(c) Notwithstanding In the foregoing event that Sportswear Holdings ceases to hold greater than fifty percent (50%) of the issued and outstanding Shares (assuming for this purpose, the conversion of all Preference Shares held by the Existing Shareholders into Ordinary Shares) held by all of the Existing Shareholders, the right to serve as a proxyholder set forth in Section 1.2(a) shall become vested in the Existing Shareholder holding the greatest number of issued and outstanding Ordinary Shares (assuming for this Section 3purpose, no the conversion of all Preference Shares held by the Existing Shareholders into Ordinary Shares) at the time the relevant proxy is to be exercised and appointment granted all references in Sections 1.2(a), 1.2(b), 3.3 and 3.4 to “Sportswear Holdings” shall be deemed to be references to such Existing Shareholder; provided, that Sportswear Holdings and any subsequent proxyholder shall continue to be a beneficiary of Sections 3.3 and 3.4 pursuant to the terms thereof whether or not such Person is then serving as a proxyholder pursuant to Section 1.2(a).
(d) Each Existing Shareholder hereby agrees that, except for this Section 3 Agreement, such Existing Shareholder (i) has not entered into, and shall not enter into at any time while this Article I remains in effect, any voting agreement or voting trust with respect to any Shares and (ii) has not granted, and shall not grant at any time while this Article I remains in effect, a proxy, consent or power of attorney with respect to any Shares, in the case of Section 3(b), only if granted after the date each of this Agreement) shall become effective unless and until any Consents that the Company determines in good faith and describes in reasonable detail in writing to the applicable Founder, within eight business days after receipt by the Company of written notice of clause (i) the death or Disability of the applicable Individual Founder if such proxy and appointment is pursuant to Section 3(a) or (ii) the applicable related Permitted Transfer in accordance with Section 7(c) if such proxy and appointment is pursuant to Section 3(b), are required that would prevent the Existing Shareholder’s compliance with respect to such proxy and appointment have been made and obtained.this Article I.
Appears in 1 contract
Sources: Voting and Lock Up Agreement (Michael Kors Holdings LTD)