General Proxy Sample Clauses

General Proxy. During the General Proxy Period, by execution of this Agreement, each of the Major Investors hereby appoints the Xxxxx Representative, with full power of substitution and resubstitution, as such Major Investor’s true and lawful attorney and irrevocable proxy, to the fullest extent of such Major Investor’s rights with respect to the Common Shares owned by such Major Investor as of the Closing Date or hereafter acquired, to vote each such Common Share at each annual or special meeting of shareholders of Parent (or at any adjournment or postponement thereof or pursuant to any consent in lieu of a meeting) on all matters other than those matters covered by the proxies set forth in Section 2.2 and Section 2.3. Each Major Investor intends this proxy to be irrevocable during the General Proxy Period and coupled with an interest hereunder and hereby revokes any proxy previously granted by such Major Investor with respect to the Common Shares owned by such Major Investor as of the Closing Date or hereafter acquired. Notwithstanding any provision of this Agreement to the contrary, the proxy granted by Sponsor pursuant to this Section 2.5 will not apply to any Reserved Matter.

General Proxy. (a) The Department hereby constitutes and appoints each Preferred Holder, as to such Preferred Holder's Pro Rata Proxy Share (defined below) of the Shares now or hereafter owned by the Department, as the Department's proxies, and hereby authorizes each Preferred Holder to represent it, as to such Shares, at all meetings of shareholders with all powers the Department would have if it were present, and to vote such Shares in all matters, submitted to the Shareholders of the Company for a vote. (b) The proxies granted to each Preferred Holder are coupled with an interest, and shall be irrevocable. Such proxies shall automatically expire on the sooner to occur of (i) an amendment to the Investment Act to allow the Department to exercise voting rights with respect to such Shares, or (ii) the Transfer by the Department of all of its Shares to any Person who is not prohibited from exercising voting rights as to such Shares. (c) For purposes of this Section 9, the term "Pro Rata Proxy Share" means, as to any Preferred Holder, the product of (A) the total number of Shares held by the Department as of any time of determination, and (B) a fraction having a numerator equal to the number of Shares held by such Preferred Holder, and a denominator equal to the number of Shares held by all Preferred Holders (other than the Department) as of the time of determination.

General Proxy. Contemporaneously with the execution of this Agreement and from time to time during the term of this Agreement as Holdings may reasonably request, First Ontario shall, upon the written request of and at the expense of Holdings, execute and deliver to Holdings a proxy power and dividend order in the form attached hereto as Schedule A.

General Proxy. During the General Proxy Period, by execution of this Agreement, each of the Major Investors excluding the Rxxxx Representative (the “Proxy Investors”) hereby appoints the Rxxxx Representative, with full power of substitution and resubstitution, as such Proxy Investor’s true and lawful attorney and irrevocable proxy, to the fullest extent of such Proxy Investor’s rights with respect to the Common Shares owned by such Proxy Investor as of the Closing Date or hereafter acquired, to vote each such Common Share at each annual or special meeting of shareholders of Parent (or at any adjournment or postponement thereof or pursuant to any consent in lieu of a meeting) on all matters other than, in the case of Sponsor, the Reserved Matters and, in the case of all Major Investors, those matters covered by the proxies set forth in Section 2.2 and Section 2.3. Each Proxy Investor intends this proxy to be irrevocable during the General Proxy Period and coupled with an interest hereunder and hereby revokes any proxy previously granted by such Proxy Investor with respect to the Common Shares owned by such Proxy Investor as of the Closing Date or hereafter acquired. Notwithstanding any provision of this Agreement to the contrary, the proxy granted by each Sponsor pursuant to this Section 2.5 will not apply to any Reserved Matter.

General Proxy. Effective immediately prior to the completion of the Initial Public Offering, the Tencent Parties each makes, constitutes and appoints the Founder as its true and lawful attorney and proxy with full power to appoint a nominee or nominees to act hereunder from time to time and to vote, and to exercise all voting rights attaching to, the General Proxy Shares at all meetings of shareholders of the Company with the same force and effect as such Tencent Party might or could do (including to requisition and convene a meeting or meetings of the shareholders of the Company) with respect to such Shares, regardless whether such shareholders are required to vote on a poll, in the form of written resolutions or otherwise, with respect to all resolutions and matters to be voted upon by the shareholders of the Company (the “General Proxy”).