Common use of Grant of Irrevocable Proxy; Appointment of Proxy Clause in Contracts

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller hereby irrevocably grants to, and appoints Willxxx X. Xxxxxx xxx Richxxx Xxxxxxxxx, xx either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Seller's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Seller, to vote the Tender Shares in favor of the Merger and otherwise as contemplated by Section 1.2.

Appears in 18 contracts

Samples: Support Agreement (Cybermedia Inc), Support Agreement (Networks Associates Inc/), Support Agreement (Networks Associates Inc/)

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Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller hereby irrevocably grants to, and appoints Willxxx Richxxx X. Xxxxxx xxx Richxxx XxxxxxxxxKevix X. Xxxh, xx or either of them, in their respective capacities as officers of the Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Seller's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Seller, to vote the Tender Owned Shares in favor of the Merger and otherwise as contemplated by Section 1.2.1.1

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Collegelink Com Incorp), Support Agreement (Collegelink Com Incorp), Support Agreement (Collegelink Com Incorp)

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Subject to Section 1.3(c), Seller hereby irrevocably grants to, and appoints Willxxx X. Xxxxxx xxx Richxxx Xxxxxxxxxappoints, Vadix Xxxxxxx xx either his capacity as representative of them, in their respective capacities as officers of the Purchaser or Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Seller's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Seller, to vote the Tender Shares in favor of the Merger and other transactions contemplated by the Merger Agreement, against any Company Takeover Proposal and otherwise as contemplated by Section 1.2.

Appears in 2 contracts

Samples: Form of Support Agreement (Getty Petroleum Marketing Inc /Md/), Form of Support Agreement (Getty Petroleum Marketing Inc /Md/)

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller hereby irrevocably grants to, and appoints Willxxx Xxxxx X. Xxxx and Xxxxxx xxx Richxxx Xxxxxxxxx, xx or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Seller's proxy and attorney-in-in- fact (with full power of substitution), for and in the name, place and stead of Seller, to vote the Tender Shares beneficially owned by Seller in favor of the Merger and otherwise as contemplated by Section 1.21.1.

Appears in 1 contract

Samples: Exhibit 1 Agreement and Plan of Merger (Oracle Corp /De/)

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller Stockholder hereby irrevocably grants to, and appoints Willxxx X. appoints, Jeffxxx Xxxx xxx Lindx Xxxxxx xxx Richxxx Xxxxxxxxx, xx either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, SellerStockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of SellerStockholder, to vote the Tender Subject Shares in favor of adoption of the Merger Agreement and otherwise as contemplated by Section 1.21.02.

Appears in 1 contract

Samples: Support Agreement (PFC Acquisition Corp)

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Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller hereby irrevocably grants to, and appoints Willxxx X. Xxxxxx xxx Richxxx XxxxxxxxxDavid J. Roux and Daniel Coopxxxxx, xx either of themxxther xx xxxx, in their xx xxxxr respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Seller's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Seller, to vote the Tender Shares beneficially owned by Seller in favor of the Merger and otherwise as contemplated by Section 1.21.1.

Appears in 1 contract

Samples: Form of Support Agreement (Versatility Inc)

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Seller hereby irrevocably grants to, and appoints Willxxx Xxxxx X. Xxxx and Xxxxxx xxx Richxxx Xxxxxxxxx, xx or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Seller's proxy and attorney-in-in- fact (with full power of substitution), for and in the name, place and stead of Seller, to vote the Tender Shares in favor of the Merger and otherwise as contemplated by Section 1.2.

Appears in 1 contract

Samples: Support Agreement (Oracle Corp /De/)

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