Common use of Termination of Proxy Clause in Contracts

Termination of Proxy. The agreement to vote and proxy granted herein shall terminate: (a) 120 days after the date of (i) a determination by the Board of Directors of the Company not to submit the Company Plan of Liquidation to the Company's stockholders for approval or (ii) a vote by the stockholders of the Company at any meeting at which the Company Plan of Liquidation was voted upon and not approved (but shall continue in full force and effect until the end of such 120 day period, including for purposes of voting on the Company Plan of Liquidation at any meeting of the stockholders of the Company following the meeting at which the Company Plan of Liquidation was voted on and not approved); or (b) upon termination of the Legends Purchase Agreement by Legends Golf Holding, LLC as a result of Golf Trust of America L.P. being in material breach of the Legends Purchase Agreement (after notice and a reasonable opportunity to cure to the extent provided in the Legends Purchase Agreement) that will cause irreparable harm to Legends Golf Holding, LLC or the Legends OP Unitholders, as determined by a final judicial order by a court of proper jurisdiction.