Voting Grant and Appointment of Proxy Sample Clauses

Voting Grant and Appointment of Proxy. 2.1 From and after the date hereof until the earlier of (a) the Cayman Effective Time and (b) the termination of the Business Combination Agreement in accordance with its terms (such earlier time, the Expiration Time), the Shareholder irrevocably and unconditionally hereby agrees that at any meeting (whether annual or special and each adjourned or postponed meeting) of the shareholders of the Company, however called, or in connection with any written resolution of the shareholders of the Company, the Shareholder shall: (a) attend such meeting (in person or by proxy) or otherwise cause the Subject Shares to be counted as present thereat for purposes of determining whether a quorum is present; and (b) vote or cause to be voted (including by proxy or written resolution, if applicable) all of the Subject Shares: (i) for approval of the Resolutions; (ii) for approval of such other matters as the Company and FREYR shall hereafter mutually determine to be necessary or appropriate in order to effect the Transaction, provided that such matters are consistent with the terms of the Business Combination Agreement; (iii) for approval of any adjournment or postponement of any meeting of the shareholders of the Company as may be requested by the chairman of the meeting; (iv) against any Alternative Transaction, without regard to the terms of such Alternative Transaction, or any other transaction, proposal, agreement or action made in opposition to approval of the Business Combination Agreement and the Transaction or in competition or inconsistent with the Transaction; (v) against any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Transaction or any of the other transactions or matters contemplated by the Business Combination Agreement or this agreement or the performance by Shareholder of its obligations under this agreement, including, without limitation: (A) any extraordinary corporate transaction, such as a scheme of arrangement, merger, consolidation or other business combination involving the Company (other than the Cayman Merger and the Transaction); (B) a sale, lease or transfer of a material amount of assets of the Company or a reorganisation, recapitalization or liquidation of the Company (other than the Transaction); (C) an election of new members to the board of directors of ...
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Related to Voting Grant and Appointment of Proxy

  • Grant of Irrevocable Proxy; Appointment of Proxy (a) Seller hereby irrevocably grants to, and appoints Will▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Rich▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Seller's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Seller, to vote the Tender Shares in favor of the Merger and otherwise as contemplated by Section 1.2. (b) Seller represents that any proxies heretofore given in respect of the Tender Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Seller understands and acknowledges that Parent is entering into the Merger Agreement in reliance, among other things, upon Seller's execution and delivery of this Agreement. Seller hereby affirms that the irrevocable proxy set forth in this Section 1.3 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Seller hereby ratifies and confirms all that such proxies and attorneys-in-fact 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 Delaware General Corporation Law.

  • Voting Agreement Grant of Proxy The Stockholder hereby covenants and agrees that:

  • Grant of Proxy Should the provisions of this Agreement be construed to constitute the granting of proxies, such proxies shall be deemed coupled with an interest and are irrevocable for the term of this Agreement.

  • Vacancies and Appointment of Trustees In case of the declination to serve, death, resignation, retirement or removal of a Trustee, or a Trustee is otherwise unable to serve, or an increase in the number of Trustees, a vacancy shall occur. Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled, the other Trustees shall have all the powers hereunder and the certification of the other Trustees of such vacancy shall be conclusive. In the case of an existing vacancy, the remaining Trustees may fill such vacancy by appointing such other person as they in their discretion shall see fit, or may leave such vacancy unfilled or may reduce the number of Trustees to not less than two (2)

  • Appointment as Proxy Voting Agent Subject to and in accordance with the provisions hereof, the Trustees hereby appoint Subadviser as the Fund’s proxy voting agent, and hereby delegate to Subadviser discretionary authority to vote all proxies solicited by or with respect to issuers of securities in which the assets of the Fund may be invested from time to time. Subadviser may act as the Fund’s proxy voting agent directly or Subadviser may (in whole or in part) employ a third-party to vote proxies on behalf of the Fund, provided, however, that in either case, Subadviser shall be responsible for voting all proxies on behalf of the Fund. Upon sixty (60) days written notice to Subadviser, the Trustees may at any time withdraw the authority granted to Subadviser pursuant to this Section 1.3 to perform any or all of the proxy voting services contemplated hereby.