Irrevocable Proxy is Coupled With an Interest Clause Samples

An "Irrevocable Proxy Coupled With an Interest" is a legal provision that grants one party the authority to act on behalf of another, and this authority cannot be revoked as long as the proxy holder maintains a specific interest in the subject matter. For example, a lender may receive an irrevocable proxy to vote shares of a borrower as security for a loan, and this proxy remains effective until the loan is repaid. This clause ensures that the proxy holder's rights are protected and cannot be unilaterally withdrawn, thereby securing their interest and providing stability in transactions where ongoing authority is essential.
Irrevocable Proxy is Coupled With an Interest. Any irrevocable proxies granted pursuant to this Agreement are and shall be coupled with an interest sufficient in law to support an irrevocable proxy, and are and shall be granted in consideration of and as an inducement to cause the Investors to enter into this Agreement and the Preferred Purchase Agreement and to consummate the Financing.
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Irrevocable Proxy is Coupled With an Interest. All Parties hereby acknowledge and agree that the Irrevocable Proxy is coupled with an interest sufficient to support the irrevocable power.
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Related to Irrevocable Proxy is Coupled With an Interest

  • Powers Coupled with an Interest All authorizations and agencies herein contained with respect to the Collateral are irrevocable and powers coupled with an interest.

  • Irrevocable Proxy Each Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuser, and any individual designated in writing by Weyerhaeuser, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Subject Shares of such Stockholder, or grant a consent or approval in respect of such Subject Shares, in a manner consistent with Section 3.01. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 is given in connection with the execution of the Transaction Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable 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 DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10.

  • All Powers Coupled with Interest All powers of attorney and other authorizations granted to the Lenders, the Administrative Agent and any Persons designated by the Administrative Agent or any Lender pursuant to any provisions of this Agreement or any of the other Loan Documents shall be deemed coupled with an interest and shall be irrevocable so long as any of the Obligations remain unpaid or unsatisfied, any of the Commitments remain in effect or the Credit Facility has not been terminated.

  • Irrevocable Proxy and Power of Attorney Each party to this Agreement hereby constitutes and appoints as the proxies of the party and hereby grants a power of attorney to the President of the Company, and a designee of the Selling Investors, and each of them, with full power of substitution, with respect to the matters set forth herein, including, without limitation, election of persons as members of the Board in accordance with Section 1 hereto, votes to increase authorized shares pursuant to Section 2 hereof and votes regarding any Sale of the Company pursuant to Section 3 hereof, and hereby authorizes each of them to represent and vote, if and only if the party (i) fails to vote, or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such party’s Shares in favor of the election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of this Agreement or the increase of authorized shares or approval of any Sale of the Company pursuant to and in accordance with the terms and provisions of Sections 2 and 3, respectively, of this Agreement or to take any action necessary to effect Sections 2 and 3, respectively, of this Agreement. Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 6 hereof. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 6 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth herein.

  • Voting Agreement and Irrevocable Proxy On the terms and conditions set forth herein, each Investor agrees with both Holdings and Gateway as follows: 3.1 Such Investor agrees during the term of this Agreement to vote its shares of Gateway Stock as set forth opposite the name of such Investor in Column IV on Schedule I, and to cause any holder of record of its shares of Gateway Stock to vote (or execute a written consent or consents if stockholders of Gateway are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of Gateway): (i) in favor of the adoption and approval of the Merger Agreement and all of the transactions contemplated by the Merger Agreement at every meeting (or in connection with any action by written consent) of the stockholders of Gateway at which such matters are considered and at every adjournment or postponement thereof; (ii) against (1) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Gateway under the Merger Agreement or of such Investor under this Agreement and (2) any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Holding’s, Gateway's or Merger Sub's conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of Gateway (including any amendments to Gateway’s charter or by-laws). 3.2 Such Investor hereby appoints Holdings and any designee of Holdings, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to its shares of Gateway Stock in accordance with Section 3.1. This proxy and power of attorney is given to secure the performance of the duties of such Investor under this Agreement. Such Investor shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by such Investor shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Investor with respect to its shares of Gateway Stock. The power of attorney granted by such Investor herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Investor. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. 3339426v1 3421173v1 3.3 Such Investor makes no agreement or understanding in this Agreement in such Investor’s capacity as a director or officer of Gateway or any of its subsidiaries (if such Investor holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by such Investor in their capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement, or (b) will be construed to prohibit, limit or restrict such Investor from exercising such Investor’s fiduciary duties as an officer or director to Gateway or its stockholders. 3.4 At all times during the term of this Agreement, such Investor shall not Transfer its shares of Gateway Stock as set forth opposite the name of such Investor in Column IV on Schedule I.