Voting Holiday Proxy for Corresponding Class B Shares Clause Samples

Voting Holiday Proxy for Corresponding Class B Shares. Each holder of Corresponding Class B Shares hereby irrevocably constitutes and appoints the Chief Executive Officer and the Chief Financial Officer as the sole and exclusive attorneys-in-fact and proxies of such Class B Shareholder, each of them with the power to act alone and with full power of substitution and resubstitution, to attend any meeting of the shareholders of Och-Ziff or of the Class B Shareholders, and any adjournment or postponement thereof, on such Class B Shareholder’s behalf and to vote or abstain from voting the Corresponding Class B Shares of such Class B Shareholder for or against any action or proposal to the fullest extent permitted by law during the Voting Holiday. During the Voting Holiday, the attorneys-in-fact and proxies identified above shall cause all Corresponding Class B Shares to be voted (or to abstain from voting) on any matters, in the same proportion that Class A Shares are voted (or abstained from voting) on such matters. Any such vote or abstention, to the extent cast in compliance with the immediately preceding sentence, shall not be subject to challenge or input from such holder of Corresponding Class B Shares. Each holder of Corresponding Class B Shares hereby revokes any and all previous proxies with respect to such holder’s Corresponding Class B Shares and no subsequent proxies (whether revocable or irrevocable) shall be given (and if given, shall not be effective) with respect to such Corresponding Class B Shares that conflict with this proxy. This proxy and power of attorney is intended to be irrevocable and is coupled with an interest sufficient in law to support an irrevocable proxy and is granted for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged and shall be valid and binding on any person to whom the holder of Corresponding Class B Shares may transfer any of its Corresponding Class B Shares during the Voting Holiday. The attorneys-in-fact and proxies identified above will be empowered at any and all times during the Voting Holiday to vote or act by written consent with respect to the Corresponding Class B Shares at every annual, special, adjourned or postponed meeting of shareholders of Och-Ziff, and in every written consent in lieu of such a meeting, or otherwise. The power of attorney granted herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of each holder of Corresponding Class B Shares. Any such vote sha...
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Related to Voting Holiday Proxy for Corresponding Class B Shares

  • Reservation of Class A Ordinary Shares The Company shall at all times reserve and keep available a number of its authorized but unissued Class A ordinary shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

  • Preferred Stock Record Date Each person in whose name any certificate for a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

  • Preferred Shares Record Date Each person in whose name any certificate for Preferred Shares is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Preferred Shares represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Restrictions on Public Sale by Holders of Registrable Securities Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securities.