iStar Representative Proxy. Each of iStar and BREDS hereby appoints the iStar Representative as its proxy and attorney-in-fact, with full power of substitution and resubstitution (i) to attend any meeting of stockholders of the Company, and any adjournment or postponement thereof, called for the purpose of electing the iStar Director or filling a vacancy with respect to the directorship of the iStar Director (an “iStar Director Matter”), (ii) to cast on behalf of iStar and BREDS all votes that it is entitled to cast on such iStar Director Matter (as the holders of Series D Preferred Stock, Series D Common Stock (if any), Series E Preferred Stock and Series E Common Stock (if any)) at any such meeting (or by written or electronic consent in lieu of any such meeting) and (iii) otherwise to represent it in connection with such iStar Director Matter at any such meeting with all powers possessed by it if personally present. This proxy and power of attorney is given to secure the performance of the obligations of iStar and the iStar Representative under this Agreement. Each of iStar and BREDS shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by each of iStar and BREDS 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 each of iStar and BREDS with respect to an iStar Director Matter. The power of attorney granted by each of iStar and BREDS herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of any Person comprising iStar or BREDS (as applicable). The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.
Appears in 1 contract
Sources: Corporate Governance (Landmark Apartment Trust of America, Inc.)
iStar Representative Proxy. Each of iStar and BREDS hereby appoints the iStar Representative as its proxy and attorney-in-fact, with full power of substitution and resubstitution (i) to attend any meeting of stockholders of the Company, and any adjournment or postponement thereof, called for the purpose of electing the iStar Director or filling a vacancy with respect to the directorship of the iStar Director (an “iStar Director Matter”), (ii) to cast on behalf of iStar and BREDS all votes that it is entitled to cast on such iStar Director Matter (as the holders of Series D Preferred Stock, Series D Common Stock (if any), Series E Preferred Stock and Series E Common Stock (if any)) at any such meeting (or by written or electronic consent in lieu of any such meeting) and (iii) otherwise to represent it in connection with such iStar Director Matter at any such meeting with all powers possessed by it if personally present. This proxy and power of attorney is given to secure the performance of the obligations of iStar and the iStar Representative under this Agreement. Each of iStar and BREDS shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by each of iStar and BREDS 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 each of iStar and BREDS with respect to an iStar Director Matter. The power of attorney granted by each of iStar and BREDS herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of any Person comprising iStar or BREDS (as applicable). The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.
Appears in 1 contract
Sources: Corporate Governance Agreement (Landmark Apartment Trust of America, Inc.)