Common use of Appointment of Proxy Clause in Contracts

Appointment of Proxy. (a) From Completion until the Sale Shares are registered in the name of the Buyer, the Seller: (1) appoints the Buyer as the sole proxy of the holders of Sale Shares to attend shareholders’ meetings and exercise the votes attaching to the Sale Shares; (2) must not attend and vote at any shareholders’ meetings; and (3) must take all other actions in the capacity of a registered holder of the Sale Shares as the Buyer directs. (b) The Buyer indemnifies the Seller against all Loss suffered or incurred by it arising out of the implementation of any action taken in accordance with the proxy referred to in clause 15.1(a).

Appears in 2 contracts

Samples: Share Sale Agreement (Coronado Global Resources Inc.), Share Sale Agreement (Coronado Global Resources Inc.)

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Appointment of Proxy. (a) From Completion until the Sale Shares are registered in the name of the Buyer, the SellerSeller must: (1) appoints appoint the Buyer as the sole proxy of the holders of Sale Shares to attend shareholders’ meetings and exercise the votes attaching to the Sale Shares; (2) must not attend and vote at any shareholders’ meetings; and; (3) must take all other actions in the capacity of a registered holder of the Sale Shares as the Buyer directs. (b) The Buyer indemnifies the Seller against all Loss suffered or incurred by it arising out of the implementation of any action taken in accordance with the proxy referred to in clause 15.1(a14.1(a).

Appears in 1 contract

Samples: Share Sale Agreement (Acco Brands Corp)

Appointment of Proxy. (a) From Completion until the Sale Shares are registered in the name of the Buyer, the SellerSeller must: (1) appoints appoint the Buyer as the sole proxy of the holders of Sale Shares to attend shareholders’ meetings and exercise the votes attaching to the Sale Shares; (2) must not attend and vote at any shareholders’ meetings; and; (3) must take all other actions in the capacity of a registered holder of the Sale Shares as the Buyer directs. (b) The Buyer indemnifies the Seller against all Loss suffered or incurred by it arising out of the implementation of any action taken in accordance with the proxy referred to in clause 15.1(a10.1(a).

Appears in 1 contract

Samples: Share Sale Agreement (Homeaway Inc)

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Appointment of Proxy. (a) From Completion until the Sale Shares are registered in the name of the Buyer, the Sellereach Seller must: (1) appoints appoint the Buyer as the its sole proxy in respect of the holders of Sale its Shares to attend shareholders’ meetings and exercise the votes attaching to the Sale those Shares; (2) must not attend and vote at any shareholders’ meetings; and (3) must take all other actions in the capacity of a registered holder of the Sale Shares as the Buyer directs. (b) The Buyer indemnifies each of the Seller Sellers against all Loss suffered or incurred by it arising out of the implementation of any action taken in accordance with the proxy referred to in clause 15.1(a).

Appears in 1 contract

Samples: Sale and Purchase Agreement (Global Payments Inc)

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