Common use of Appointment of Proxy Clause in Contracts

Appointment of Proxy. Seller hereby appoints each of Xxxx Xxxxxxxxxxxx and Xxxxx Xxxxxxx as its true and lawful proxies and attorneys-in-fact, with full power of substitution, to vote all of the Shares in accordance with the terms of this Agreement. The proxy and power of attorney granted herein shall be deemed to be coupled with an interest, shall be irrevocable during the term of this Agreement, and shall survive the death, disability, incompetency, bankruptcy, insolvency or dissolution of Seller. Furthermore, Seller will, from time to time as reasonably requested by Buyer, execute and deliver such further instruments, ancillary agreements or other documents or take such other actions as may be necessary or advisable to give effect to, confirm, evidence or effectuate the purposes of the proxy granted by this Section 2.03. Upon the termination of this Agreement in accordance with Section 7.01, this Section 2.03 shall be of no further force and effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Refining Energy Corp)

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Appointment of Proxy. Subject to the limitation set forth below, Seller hereby appoints each of Xxxx Xxxxxxxxxxxx and Xxxxx Dxxxx Xxxxxxx as its true and lawful proxies proxy and attorneysattorney-in-fact, with full power of substitution, to vote all of the Shares in accordance with the terms of this Agreement. The proxy and power of attorney granted herein shall be deemed to be coupled with an interest, shall be irrevocable during the term of this Agreement, and shall survive the death, disability, incompetency, bankruptcy, insolvency or dissolution of Seller. Furthermore, Seller will, from time to time as reasonably requested by Buyer, execute and deliver such further instruments, ancillary agreements or other documents or take such other actions as may be necessary or advisable to give effect to, confirm, evidence or effectuate the purposes of the proxy granted by this Section 2.03. Upon This Section 2.03 shall become effective only if Seller fails to vote the Shares in accordance with this Agreement and upon the termination of this Agreement in accordance with Section 7.01, this Section 2.03 shall be of no further force and effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (National American University Holdings, Inc.)

Appointment of Proxy. Seller hereby appoints each of Xxxx Xxxxxxxxxxxx Mxxx X. Xxxxxx and Xxxxx Xxxxxxx Sxxxx Xxxxxxxx as its true and lawful proxies and attorneys-in-fact, with full power of substitution, to vote all of the Shares in accordance with the terms of this Agreement. The proxy and power of attorney granted herein shall be deemed to be coupled with an interest, shall be irrevocable during the term of this Agreement, and shall survive the death, disability, incompetency, bankruptcy, insolvency or dissolution of Seller. Furthermore, Seller will, from time to time as reasonably requested by Buyer, execute and deliver such further instruments, ancillary agreements or other documents or take such other actions as may be necessary or advisable to give effect to, confirm, evidence or effectuate the purposes of the proxy granted by this Section 2.03. Upon the termination of this Agreement in accordance with Section 7.01, this Section 2.03 shall be of no further force and effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Overture Acquisition Corp.)

Appointment of Proxy. (i) Subject to the limitations of Section 3(c)(ii), Seller hereby appoints each of Xxxx Xxxxxxxxxxxx and Xxxxx Xxxxxxx X. Xxxxxxx as its true and lawful proxies proxy and attorneysattorney-in-fact, with full power of substitution, to vote all of the Shares in accordance with the terms of this Agreement. The proxy and power of attorney granted herein shall be deemed to be coupled with an interest, shall be irrevocable during the term of this Agreementirrevocable, and shall survive the death, disability, incompetency, bankruptcy, insolvency or dissolution of Seller. Furthermore, Seller will, from time to time as reasonably requested by Buyer, execute and deliver such further instruments, ancillary agreements or other documents or take such other actions as may be necessary or advisable to give effect to, confirm, evidence or effectuate the purposes of the proxy granted by this Section 2.033(c). Upon the termination of this Agreement in accordance with Section 7.0110, this Section 2.03 3(c) shall be of no further force and effect.

Appears in 1 contract

Samples: Option Purchase Agreement (Malibu Partner LLC)

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Appointment of Proxy. Seller hereby appoints each of Xxxx Xxxxxxxxxxxx Gxxx X. Xxxxx and Xxxxx Xxxxxxx Mxxxxxxx Xxxxxx as its true and lawful proxies and attorneys-in-fact, with full power of substitution, to vote all of the Shares in accordance with the terms of this Agreement. The proxy and power of attorney granted herein shall be deemed to be coupled with an interest, shall be irrevocable during the term of this Agreement, and shall survive the death, disability, incompetency, bankruptcy, insolvency or dissolution of Seller. Furthermore, Seller will, from time to time as reasonably requested by Buyer, execute and deliver such further instruments, ancillary agreements or other documents or take such other actions as may be necessary or advisable to give effect to, confirm, evidence or effectuate the purposes of the proxy granted by this Section 2.03. Upon the termination of this Agreement in accordance with Section 7.01, this Section 2.03 shall be of no further force and effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Asia Special Situation Acquisition Corp)

Appointment of Proxy. (i) Subject to the limitations of Section 3(c)(ii), Seller hereby appoints each of Xxxx Xxxxxxxxxxxx and Xxxxx Xxxxxxx X. Xxxxxxx as its true and lawful proxies proxy and attorneysattorney-in-fact, with full power of substitution, to vote all of the Shares in accordance with the terms of this Agreement. The proxy and power of attorney granted herein shall be deemed to be coupled with an interest, shall be irrevocable during the term of this Agreementirrevocable, and shall survive the death, disability, incompetency, bankruptcy, insolvency or dissolution of Seller. Furthermore, Seller will, from time to time as reasonably requested by Buyer, execute and deliver such further instruments, ancillary agreements or other documents or take such other actions as may be necessary or advisable to give effect to, confirm, evidence or effectuate the purposes of the proxy granted by this Section 2.033(c). Upon the termination of this Agreement in accordance with Section 7.0110, this Section 2.03 3(c) shall be of no further force and effect.

Appears in 1 contract

Samples: Option Purchase Agreement (Malibu Partner LLC)

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