Limited Proxy. In order to secure each Stockholder’s obligation to vote his, her or its Stockholder Shares in accordance with the provisions of Sections 1(a) and 1(b) hereof, each RPS Stockholder hereby appoints Pangaea (and Pangaea hereby appoints the Company) as his, her or its true and lawful proxy and attorney in fact, with full power of substitution, to vote all of his, her or its Stockholder Shares for the election and/or removal of directors and all such other matters as expressly provided for in Sections 1(a) and 1(b). Pangaea (or the Company, as applicable) may exercise the irrevocable proxy granted to it hereunder only if the applicable Stockholder fails to comply with the provisions of Sections 1(a) and 1(b). The proxies and powers granted by each Stockholder pursuant to this paragraph are coupled with an interest and are given to secure the performance of each Stockholder’s obligations under Sections 1(a) and 1(b) of this Agreement. The proxies granted in this Section 4 shall terminate and be of no further legal force or effect on the third anniversary of the Effective Date in accordance with Section 21.
Appears in 3 contracts
Sources: Agreement Concerning Board of Directors (Research Pharmaceutical Services, Inc.), Agreement Concerning Board of Directors (Research Pharmaceutical Services, Inc.), Agreement Concerning Board of Directors (Research Pharmaceutical Services, Inc.)