Designation of Proxy. In order to secure the performance of the agreements set forth in the provisions of this Article V and in addition to and not in lieu of Sections 5.1 through 5.3 hereof, each of the Management Stockholders and Additional Management Stockholders hereby grants to the Chief Executive Officer of the Company, or any successor Chief Executive Officer of the Company (the "Management Representative"), an irrevocable proxy (which proxy is coupled with an interest) to vote at any annual or special meeting of stockholders, or to take action by written consent in lieu of such meeting with respect to, all of the shares of Common Stock owned or held of record by the Management Stockholders and Additional Management Stockholders solely for (a) the election of directors designated in accordance with Section 5.1, (b) the removal of directors in accordance with Section 5.2, (c) the election of a director to fill any vacancy on the Board in accordance with Section 5.3 or (d) to take the actions specified in this Agreement required in order to cause the Company to fulfill its obligations under this Agreement. Such proxy shall be in effect with respect to each share of Common Stock owned or held of record by a Management Stockholder or Additional Management Stockholder until such time as such Management Stockholder or Additional Management Stockholder no longer owns or is the record holder of such share.
Designation of Proxy. In order to secure the performance of the agreements set forth in the provisions of this Article V and in addition to and not in lieu of Sections 5.1 through 5.3 hereof, each of the Management Stockholders and Additional Management Stockholders hereby grants to the Chief Executive Officer of the Company, or any successor Chief Executive Officer of the Company (the "Management Representative"), an
Designation of Proxy. The Shareholder hereby appoints the Proxy as its proxy, with full power of substitution, to exercise on its behalf all its voting and other rights at any shareholder meeting of the MSS in accordance with applicable law and the MSS’ articles of association. The Proxy may only be the appointed proxy for a maximum of one (1) Shareholder.
Designation of Proxy. In order to effectuate the provisions of this Article V and in addition to and not in lieu of Sections 5.2 through 5.5 hereof, each of the Management Stockholders hereby grants to William J. Barrett a proxy to vote at any meeting of Stockholders or txxx xxx xxxxxx xx written consent in lieu of such meeting with respect to, all of the shares of Common Stock owned or held of record by such Management Stockholders solely for (i) the election of directors designated in accordance with Section 5.2 hereof, and (ii) the election of a director to fill any vacancy on the Board of Directors in accordance with Section 5.4 hereof. Such proxy to vote is coupled with an interest and is therefore irrevocable.
Designation of Proxy. I will be unable to attend the Placement Meeting on , (date designated by Committee) and hereby designate these proceedings. to act on my behalf at (Date) (Teacher’s Signature) TO BE RECEIVED AT THE EDUCATION CENTRE NO LATER THAN (DATE ESTABLISHED BY THE REDUNDANCY COMMITTEE) APPENDIX B: SAMPLE ELEMENTARY SCHOOL TEACHER TRANSFER FORM NON-SURPLUS TEACHERS Full Time Half Time Other Surname First Name School Phone: Home Phone Present School p.m. Seniority Date and Page Number from Seniority List: Teaching Certificates Held (i.e. Entries on Qualification Record Card) Specific Qualifications for French, Special Education and Library Please check the qualifications you have: Special Education Specialist French Specialist Library Specialist
Designation of Proxy. In order to effectuate the provisions of this Article IV and in addition to and not in lieu of Sections 4.3 through 4.5 hereof, each of the Original Shareholders hereby grants to Larrx Xxxxx x xroxy to vote at any meeting of Shareholders or take any action by written consent in lieu of such meeting with respect to, all of the shares of Common Stock owned or held of record by such Original Shareholders solely for (i) the election of directors designated in accordance with Section 4.3 hereof, and (ii) the election of a director to fill any vacancy on the Board of Directors in accordance with Section 4.5 hereof.
Designation of Proxy. In order to secure the performance of the agreements set forth in the provisions of this Article V and in addition to and not in lieu of Sections 5.1 through 5.3 hereof, each of the Management Stockholders and Additional Management Stockholders hereby (i) grants to each of the Chief Executive Officer of the Company and the Chief Financial Officer of the Company, as the case may be, or any successor Chief Executive Officer of the Company or Chief Financial Officer of the Company, as the case may be (the "Management Representative"), an irrevocable proxy (which proxy is coupled with an interest) to vote at any annual or special meeting of stockholders, or to take action by written consent in lieu of such meeting with respect to, all of the shares of Common Stock owned or held of record by such Management Stockholder or Additional Management Stockholder solely for (a) the election of directors designated in accordance with Section 5.1, (b) the removal of directors in accordance with Section 5.2 and (c) the election of a director to fill any vacancy on the Board in accordance with Section 5.3 and (ii) agrees to enter into any agreement in the future necessary to effectuate the granting of such proxy. Such proxy shall be in effect with respect to each share of Common Stock owned or held of record by a Management Stockholder or Additional Management Stockholder until such time as such Management Stockholder or Additional Management Stockholder no longer owns or is the record holder of such share.
Designation of Proxy. Each of the Key Holders hereto hereby constitutes and appoints the President and Secretary of the Company or the SPAC, as applicable, and each of them, with full power of substitution, as its proxies to represent and to vote all of such Key Holder’s voting securities in accordance with the terms and provisions of this Agreement, if and only if such Key Holder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties hereto in connection with the transactions contemplated by this Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires.
Designation of Proxy. 3 2.7. Period......................................................... 3
Designation of Proxy. In order to effectuate the provisions of this Section 2 and in addition to and not in lieu of Sections 2.1 through 2.4 hereof, each holder of Other Shares and each holder of Lender Shares hereby irrevocably constitutes and appoints: the Majority Sponsors as attorney and proxy, with, subject to the consent of the Majority Sponsors, full power of substitution, to receive all notices, and to represent, vote and consent, with respect to all Shares held by such holder, in such manner as said proxies may, in the exercise of their sole and absolute discretion, determine, and without any prior notice to such holder (provision of such notice concurrently or promptly after the taking of any such action being deemed sufficient for all purposes and any requirement for prior notice being expressly waived by such holder), whether or not said representation, vote or consent benefits the interests of any of said proxies, but only with respect to any and all of the matters specified in Sections 2.1 through 2.4.
