Grant of Irrevocable Proxy Coupled with an Interest. 3.1. Solely in the event of a failure by Shareholder to act in accordance with his obligations as to voting or executing a written consent pursuant to Section 2.1 of this Agreement, Shareholder hereby revokes any and all other proxies or powers of attorney in respect of any Subject Shares and agrees that during the period commencing on the date hereof and ending on the Expiration Date, Shareholder hereby irrevocably appoints Parent, Merger Sub or any individual designated by Parent or Merger Sub as Shareholder’s agent, attorney-in-fact and proxy (with full power of substitution), for and in the name, place and stead of Shareholder, to vote (or cause to be voted) the Subject Shares held beneficially or of record by Shareholder, in the manner set forth in Section 2.1 hereof, at any meeting of the shareholders of the Company, however called, or in connection with any written consent of the shareholders of the Company.
3.2. Shareholder hereby affirms that the proxy set forth in this Section 3 is irrevocable, is coupled with an interest, and is granted in consideration of Parent and Merger Sub entering into the Merger Agreement.
3.3. The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of Shareholder’s Subject Shares and a vote by Shareholder of his Subject Shares.
Grant of Irrevocable Proxy Coupled with an Interest. 3.1. Solely in the event of a failure by either Stockholder to act in accordance with such Stockholder’s obligations as to voting or executing a written consent pursuant to Section 2.1 of this Agreement, each Stockholder hereby revokes any and all other proxies or powers of attorney in respect of any Subject Shares and agrees that during the period commencing on the date hereof and for so long as this Agreement has not been terminated by its terms, each Stockholder hereby irrevocably appoints Parent, Merger Sub or any individual designated by Parent or Merger Sub as such Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution), for and in the name, place and stead of each Stockholder, to vote (or cause to be voted) the Subject Shares held of record by each Stockholder, in the manner set forth in Section 2, at any meeting of the stockholders of the Company, however called, or in connection with any written consent of the stockholders of the Company.
3.2. Each Stockholder hereby affirms that the proxy set forth in this Section 3 is irrevocable, is coupled with an interest, and is granted in consideration of Parent and Merger Sub entering into the Merger Agreement.
3.3. The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of Stockholder’s Subject Shares and a vote by either Stockholder of such Stockholder’s Subject Shares.
Grant of Irrevocable Proxy Coupled with an Interest. Solely in the event of a failure by Stockholder to act in accordance with Stockholder’s obligations as to voting or executing a written consent pursuant to Section 2.1 of this Agreement and so long as this Agreement has not been terminated by its terms, (a) Stockholder shall revoke, or, if Stockholder is not the holder of record of all Subject Shares, shall, promptly upon Parent’s written request, use Stockholder’s commercially reasonable efforts to cause the holder of record to revoke any and all other proxies or powers of attorney in respect of any Subject Shares and (b) Stockholder shall irrevocably appoint, or, if Stockholder is not the holder of record of all Subject Shares, shall, promptly upon Parent’s written request, use Stockholder’s commercially reasonable efforts to cause the holder of record to appoint, Parent, Merger Sub or any individual designated by Parent or Merger Sub as Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution), for and in the name, place and stead of Stockholder, to vote (or cause to be voted) the Subject Shares held beneficially or of record by Stockholder, in the manner set forth in Section 2, at any meeting of the stockholders of the Company, however called, as specified in Section 2 or in connection with any written consent of the stockholders of the Company as specified in Section 2. Stockholder hereby affirms that any proxy granted as set forth in this Section 3 shall be irrevocable, coupled with an interest, and granted in consideration of Parent and Merger Sub entering into the Merger Agreement. The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of Stockholder’s Subject Shares and a vote by Stockholder of Stockholder’s Subject Shares.
Grant of Irrevocable Proxy Coupled with an Interest. 3.1. Solely in the event of a failure by a Stockholder to act in accordance with its obligations as to voting pursuant to Section 2.1 of this Agreement, each such Stockholder hereby revokes any and all other proxies in respect of any Subject Shares and agrees that during the period commencing on the date hereof and ending on the Expiration Date, such Stockholder hereby irrevocably appoints Parent, Merger Sub or any individual designated by Parent or Merger Sub as such Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote (or cause to be voted) the Subject Shares held of record by such Stockholder, in the manner set forth in Section 2.1, at any meeting of the stockholders of the Company, however called.
3.2. Each Stockholder acknowledges that the proxy set forth in this Section 3 is irrevocable until the Expiration Date, is coupled with an interest, and is granted in consideration of Parent and Merger Sub entering into the Merger Agreement.
3.3. The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of Stockholder’s Subject Shares and a vote by Stockholder of Stockholder’s Subject Shares.
Grant of Irrevocable Proxy Coupled with an Interest. 3.1 Each Stockholder hereby revokes any and all other proxies in respect of any Subject Shares and agrees that during the period commencing on the date hereof and ending on the Expiration Date, such Stockholder hereby irrevocably appoints Parent, Merger Sub or any individual designated by Parent or Merger Sub as such Stockholder's agent, attorney-in-fact and proxy (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote (or cause to be voted) the Subject Shares held of record by such Stockholder, in the manner set forth in Section 2.1, at any meeting of the stockholders of the Company, however called, or in connection with any written consent of the stockholders of the Company. Parent may terminate this proxy with respect to any Stockholder at any time at its sole election by written notice provided to such Stockholder.
3.2 Each Stockholder acknowledges that the proxy set forth in this Section 3 is irrevocable until the Expiration Date, is coupled with an interest, and is granted in consideration of Parent and Merger Sub entering into the Merger Agreement. Each Stockholder will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and/or this Agreement. The proxy granted herein is intended to comply with the requirements of Section 212 of the DGCL applicable to irrevocable proxies.
3.3 The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of Stockholder's Subject Shares and a vote by Stockholder of Stockholder's Subject Shares.
Grant of Irrevocable Proxy Coupled with an Interest. Section 4.1 Solely in the event of a failure by a Company Affiliated Shareholder to act in accordance with its obligations as to voting or executing a written consent pursuant to Section 1.1 of this Agreement, such Company Affiliated Shareholder hereby revokes any and all prior proxies or powers of attorney in respect of any Company Shares and agrees that during the period commencing on the date hereof and for so long as this Agreement has not been terminated by its terms, such Company Affiliated Shareholder hereby irrevocably appoints the Company or any individual designated by the Company as such Company Affiliated Shareholder’s agent, attorney-in-fact and proxy (with full power of substitution), for and in the name, place and stead of such Company Affiliated Shareholder, to Vote (or cause to be Voted) the Subject Company Shares of such Company Affiliated Shareholder, in the manner set forth in Article I, at any meeting of the Company Shareholders or in connection with any written consent of the Company Shareholders.
Section 4.2 Each Company Affiliated Shareholder hereby affirms that the proxy set forth in this Article IV is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of the laws of California.
Section 4.3 The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of such Company Affiliated Shareholder’s Subject PALOALTO 66463 v1 (2K) -7- Company Shares and a vote by such Company Affiliated Shareholder of such Subject Company Shares.
Grant of Irrevocable Proxy Coupled with an Interest. 3.1. Shareholder hereby revokes any and all other proxies or powers of attorney in respect of any Subject Shares and agrees that during the period commencing on the date hereof and for so long as this Agreement has not been terminated in accordance with Section 6 hereof, Shareholder hereby irrevocably appoints Brookfield Properties Corporation or any individual designated by Brookfield Properties Corporation, and each of them, as Shareholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstitution), for and in the name, place and stead of Shareholder, to vote (or cause to be voted) the Subject Shares held of record by Shareholder, in the manner set forth in Section 2, at any meeting of the shareholders of TZ Canada, however called, or in connection with any written consent of the shareholders of TZ Canada.
3.2. Shareholder hereby affirms that the proxy set forth in this Section 3 is irrevocable, is coupled with an interest, and is granted in consideration of Parent and AcquisitionCo entering into the Merger Agreement.
3.3. The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of Shareholder’s Subject Shares and a vote by Shareholder of its Subject Shares.
Grant of Irrevocable Proxy Coupled with an Interest. 3.1 The General Partner and the Company hereby revoke any and all previous proxies granted with respect to the Interests, and agree that during the period commencing on the date hereof and ending on the Expiration Date, the General Partner and the Company hereby irrevocably appoint Mxxxxx Sxxxxxx as their respective agent, attorney-in-fact and proxy (with full power of substitution and resubstitution), for and in the name, place and stead of each of the General Partner and the Company, to vote (or cause to be voted) the respective Interests held of record by the General Partner and the Company, as applicable, in the manner set forth in Section 2 of this Agreement, at any meeting of the partners of the Operating Partnership, however called, or in connection with any written consent of the partners of the Operating Partnership.
3.2 The proxy granted by each of the General Partner and the Company pursuant to this Section 3 is irrevocable, is coupled with an interest, and is granted in consideration of the Purchaser Parties entering into the Merger Agreement.
3.3 The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of any Interests and a vote by the record holders of such Interests.
Grant of Irrevocable Proxy Coupled with an Interest. (a) Solely in the event of a failure by a Major Stockholder to act in accordance with its obligations as to voting or executing a written consent pursuant to Section 1(a) of this Agreement, such Major Stockholder hereby revokes any and all prior proxies or powers of attorney in respect of any Shares and agrees that during the period commencing on the date hereof and continuing until this provision terminates pursuant to Section 8 hereof, such Major Stockholder hereby irrevocably appoints Parent or any individual designated by Parent as such Major Stockholder's agent, attorney-in-fact and proxy (with full power of substitution), for in the name, place and stead of such Major Stockholder, to vote (or cause to be voted) the Shares held of record by such Major Stockholder, in the manner set forth in Section 1 hereof, at any meeting of the stockholders of the Company or in connection with any written consent of the stockholders of the Company.
(b) Each Major Stockholder hereby affirms that the proxy set forth in this Section 6 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212 of the DGCL.
(c) The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of such Major Stockholder's Shares and a vote by such Major Stockholder of such Major Stockholder's Shares.
Grant of Irrevocable Proxy Coupled with an Interest. 3.1 Mx. Xxxxxxxxx hereby revokes any and all previous proxies granted with respect to the Rainwater Shares, and agrees that during the period commencing on the date hereof and ending on the Expiration Date, Mx. Xxxxxxxxx hereby irrevocably appoints Mxxxxx Sxxxxxx, as its respective agent, attorney-in-fact and proxy (with full power of substitution and resubstitution), for and in the name, place and stead of Mx. Xxxxxxxxx, to vote (or cause to be voted) the Rainwater Shares in the manner set forth in Section 2 of this Agreement, at any meeting of the holders of Company Common Shares
3.2 The proxy granted by Mx. Xxxxxxxxx pursuant to this Section 3 is irrevocable, is coupled with an interest, and is granted in consideration of the Purchaser Parties entering into the Merger Agreement.
3.3 The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of any Rainwater Shares and a vote by the record holders of such Rainwater Shares.
