Common use of Grant of Irrevocable Proxy Clause in Contracts

Grant of Irrevocable Proxy. In the event that the Proxy is held invalid, unenforceable or revoked and Stockholder does not vote all of the Voting Shares in accordance with Section 2 hereof, subject to the approval of all applicable Gaming Authorities (as defined in the Merger Agreement), Stockholder hereby irrevocably appoints Parent or any designee of Parent the lawful agent, attorney, and proxy of Stockholder, during the term of this Agreement, to vote all of the Voting Shares in accordance with Section 2 hereof. Stockholder intends this proxy to be irrevocable, during the term of this Agreement, and coupled with an interest and will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by Stockholder with respect to the Voting Shares other than the Proxy. Stockholder shall not hereafter, unless and until the Termination Time, purport to vote (or execute a consent with respect to) any of the Voting Shares (other than through this irrevocable proxy or in accordance with Section 2 hereof) or grant any other proxy or power of attorney with respect to any of the Voting Shares, deposit any of the Voting Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement, or understanding with any person, directly or indirectly, to vote, grant any proxy, or give instructions with respect to the voting of any of the Voting Shares. Stockholder shall retain at all times the right to vote the Voting Shares in Stockholder's sole discretion on all matters other than those set forth in Section 2 hereof that are presented for a vote to the stockholders of Company generally.

Grant of Irrevocable Proxy. In the event that the Proxy is held invalid, unenforceable or revoked and Stockholder does not vote all of the Voting Shares in accordance with Section 2 hereof, subject to the approval of all applicable Gaming Authorities (as defined in the Merger Agreement), Stockholder hereby irrevocably appoints Parent or any designee of Parent the lawful agent, attorney, and proxy of Stockholder, during the term of this Agreement, to vote all of the Voting Shares in accordance with Section 2 hereof. Stockholder intends this proxy to be irrevocable, during the term of this Agreement, and coupled with an interest and will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by Stockholder with respect to the Voting Shares other than the ProxyShares. Stockholder shall not hereafter, unless and until the Termination Time, purport to vote (or execute a consent with respect to) any of the Voting Shares (other than through this irrevocable proxy or in accordance with Section 2 hereof) or grant any other proxy or power of attorney with respect to any of the Voting Shares, deposit any of the Voting Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement, or understanding with any person, directly or indirectly, to vote, grant any proxy, or give instructions with respect to the voting of any of the Voting Shares. Stockholder shall retain at all times the right to vote the Voting Shares in Stockholder's sole discretion on all matters other than those set forth in Section 2 hereof that are presented for a vote to the stockholders of Company generally.

Grant of Irrevocable Proxy. In the event that the Proxy is held invalid, unenforceable or revoked and Stockholder does not vote all of the Voting Shares in accordance with Section 2 hereof, subject to the approval of all applicable Gaming Authorities (as defined in the Merger Agreement), Stockholder Shareholder hereby irrevocably appoints Parent May or any designee of Parent May the lawful agent, attorney, and proxy of StockholderShareholder, during the term of this Agreement, to (a) vote all the Shares in favor of the Voting Merger, (b) vote the Shares against any action or agreement that would result in accordance with Section 2 hereofa breach in any material aspect of any covenant, representation, or warranty or any other obligation or agreement of Company under the Merger Agreement; and (c) vote the Shares against any action or agreement that would impede, interfere with, delay, postpone, or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Company, (ii) a sale or transfer of a material amount of the assets of Company or a reorganization, recapitalization, or liquidation of Company, (iii) any change in the management or board of directors of Company, except as otherwise agreed to in writing by May, (iv) any change in the present capitalization or dividend policy of Company; or (v) any other change in Company's corporate structure. Stockholder Shareholder intends this proxy to be irrevocable, during the term of this Agreement, irrevocable and coupled with an interest and will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by Stockholder him with respect to the Voting Shares other than the ProxyShares. Stockholder Shareholder shall not hereafter, unless and until the Termination Timethis Agreement terminates, purport to vote (or execute a consent with respect to) any of the Voting Shares (other than through this irrevocable proxy or in accordance with Section 2 hereofproxy) or grant any other proxy or power of attorney with respect to any of the Voting Shares, deposit any of the Voting Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement, or understanding with any person, directly or indirectly, to vote, grant any proxy, or give instructions with respect to the voting of any of the Voting Shares. Stockholder Shareholder shall retain at all times the right to vote the Voting Shares in StockholderShareholder's sole discretion on all matters other than those set forth in Section this Paragraph 2 hereof that are presented for a vote to the stockholders Shareholders of Company generally.

Grant of Irrevocable Proxy. In the event that the Proxy is held invalid, unenforceable or revoked and Stockholder does not vote all of the Voting Shares in accordance with Section 2 hereof, subject to the approval of all applicable Gaming Authorities (as defined in the Merger Agreement), Stockholder Xxxxxx hereby irrevocably appoints Parent May or any designee of Parent May the lawful agent, attorney, and proxy of StockholderXxxxxx, during the term of this Agreement, to (a) vote all the Shares in favor of the Voting Merger, (b) vote the Shares against any action or agreement that would result in accordance with Section 2 hereofa breach in any material aspect of any covenant, representation, or warranty or any other obligation or agreement of ZCMI under the Merger Agreement; and (c) vote the Shares against any action or agreement that would impede, interfere with, delay, postpone, or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving ZCMI, (ii) a sale or transfer of a material amount of the assets of ZCMI or a reorganization, recapitalization, or liquidation of ZCMI, (iii) any change in the management or board of directors of ZCMI, except as otherwise agreed to in writing by May, (iv) any change in the present capitalization or dividend policy of ZCMI; or (v) any other change in ZCMI s corporate structure. Stockholder Xxxxxx intends this proxy to be irrevocable, during the term of this Agreement, irrevocable and coupled with an interest and will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by Stockholder her with respect to the Voting Shares other than the ProxyShares. Stockholder Xxxxxx shall not hereafter, unless and until the Termination Timethis Agreement terminates, purport to vote (or execute a consent with respect to) any of the Voting Shares (other than through this irrevocable proxy or in accordance with Section 2 hereofproxy) or grant any other proxy or power of attorney with respect to any of the Voting Shares, deposit any of the Voting Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement, or understanding with any person, directly or indirectly, to vote, grant any proxy, or give instructions with respect to the voting of any of the Voting Shares. Stockholder Xxxxxx shall retain at all times the right to vote the Voting Shares in Stockholder's Xxxxxx s sole discretion on all matters other than those set forth in Section this Paragraph 2 hereof that are presented for a vote to the stockholders Shareholders of Company ZCMI generally.

Grant of Irrevocable Proxy. In the event that the Proxy is held invalid, unenforceable or revoked and Stockholder does not vote all of the Voting Shares in accordance with Section 2 hereof, subject to the approval of all applicable Gaming Authorities (as defined in the Merger Agreement), Stockholder ZRT hereby irrevocably appoints Parent May or any designee of Parent May the lawful agent, attorney, and proxy of StockholderZRT, during the term of this Agreement, to (a) vote all the Shares in favor of the Voting Merger, (b) vote the Shares against any action or agreement that would result in accordance with Section 2 hereofa breach in any material aspect of any covenant, representation, or warranty or any other obligation or agreement of ZCMI under the Merger Agreement; and (c) vote the Shares against any action or agreement that would impede, interfere with, delay, postpone, or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving ZCMI, (ii) a sale or transfer of a material amount of the assets of ZCMI or a reorganization, recapitalization, or liquidation of ZCMI, (iii) any change in the management or board of directors of ZCMI, except as otherwise agreed to in writing by May, (iv) any change in the present capitalization or dividend policy of ZCMI; or (v) any other change in ZCMI s corporate structure. Stockholder ZRT intends this proxy to be irrevocable, during the term of this Agreement, irrevocable and coupled with an interest and will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by Stockholder it with respect to the Voting Shares other than the ProxyShares. Stockholder ZRT shall not hereafter, unless and until the Termination Timethis Agreement terminates, purport to vote (or execute a consent with respect to) any of the Voting Shares (other than through this irrevocable proxy or in accordance with Section 2 hereofproxy) or grant any other proxy or power of attorney with respect to any of the Voting Shares, deposit any of the Voting Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement, or understanding with any person, directly or indirectly, to vote, grant any proxy, or give instructions with respect to the voting of any of the Voting Shares. Stockholder ZRT shall retain at all times the right to vote the Voting Shares in Stockholder's ZRT s sole discretion on all matters other than those set forth in Section this Paragraph 2 hereof that are presented for a vote to the stockholders Shareholders of Company ZCMI generally.

Grant of Irrevocable Proxy. In order to better effect the event that provisions of Section 2, each Shareholder hereby revokes any previously executed proxies and hereby constitutes and appoints the Shareholder Representative (in such capacity, the “Proxy is held invalidHolder”), unenforceable individually and with full power of substitution, such Shareholder’s true and lawful proxy and attorney-in-fact to vote at any regular or revoked and Stockholder does not vote all special meeting of shareholders of the Voting Shares in accordance with Section 2 hereof, subject to the approval of all applicable Gaming Authorities (as defined Company in the Merger Agreement), Stockholder hereby irrevocably appoints Parent or any designee of Parent the lawful agent, attorneymanner provided herein, and proxy to execute any written consents in lieu of Stockholder, during the term of this Agreement, any such meetings. Each Shareholder hereby agrees to vote all of the Voting Shares in accordance with Section 2 hereof. Stockholder intends this proxy to be irrevocable, during the term of this Agreement, execute and coupled with an interest and will take such further action deliver any instruments or execute such other instruments as may be agreements necessary to effectuate the intent of this the previous sentence. This proxy and hereby revokes any proxy previously granted by Stockholder power of attorney shall be limited strictly to the power to vote the Shares (or execute written consents with respect to the Voting Shares other than Shares) in the Proxy. Stockholder shall not hereafter, unless and until the Termination Time, purport to vote (or execute a consent with respect to) any of the Voting Shares (other than through this irrevocable proxy or in accordance with Section 2 hereof) or grant any other proxy or power of attorney with respect to any of the Voting Shares, deposit any of the Voting Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement, or understanding with any person, directly or indirectly, to vote, grant any proxy, or give instructions with respect to the voting of any of the Voting Shares. Stockholder shall retain at all times the right to vote the Voting Shares in Stockholder's sole discretion on all matters other than those manner set forth in Section 2 hereof this Voting Agreement and shall not extend to any other matters. The irrevocable proxy granted pursuant hereto shall continue in effect until the termination of this Voting Agreement. Each Shareholder hereby acknowledges that are presented for the Company is relying on this Voting Agreement in authorizing the issuance of the Company Stock to such Shareholder and that the proxy granted hereby is coupled with an interest and is irrevocable to the maximum extent permitted by applicable law. The vote of the Proxy Holder shall control in any conflict between the Proxy Holder’s vote of the Shares and a vote by the Shareholder of the Shares, and the Company agrees to recognize the stockholders vote of the Proxy Holder instead of the vote of the Shareholder in the event the Shareholder does not vote in the manner provided herein on any matters as to which the Shareholder is entitled to vote. The Company generallyfurther agrees to recognize and accept any written consent executed by the Proxy Holder on behalf of a Shareholder, notwithstanding any contrary direction or instruction from the Shareholder.

Grant of Irrevocable Proxy. In the event that the Proxy is held invalid, unenforceable or revoked and Stockholder does not vote all of the Voting Shares in accordance with Section 2 hereof, subject to the approval of all applicable Gaming Authorities (as defined in the Merger Agreement), Stockholder Xxxxxx hereby irrevocably appoints Parent May or any designee of Parent May the lawful agent, attorney, and proxy of StockholderXxxxxx, during the term of this Agreement, to (a) vote all the Shares in favor of the Voting Merger, (b) vote the Shares against any action or agreement that would result in accordance with Section 2 hereofa breach in any material aspect of any covenant, representation, or warranty or any other obligation or agreement of ZCMI under the Merger Agreement; and (c) vote the Shares against any action or agreement that would impede, interfere with, delay, postpone, or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving ZCMI, (ii) a sale or transfer of a material amount of the assets of ZCMI or a reorganization, recapitalization, or liquidation of ZCMI, (iii) any change in the management or board of directors of ZCMI, except as otherwise agreed to in writing by May, (iv) any change in the present capitalization or dividend policy of ZCMI; or (v) any other change in ZCMI s corporate structure. Stockholder Xxxxxx intends this proxy to be irrevocable, during the term of this Agreement, irrevocable and coupled with an interest and will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by Stockholder him with respect to the Voting Shares other than the ProxyShares. Stockholder Xxxxxx shall not hereafter, unless and until the Termination Timethis Agreement terminates, purport to vote (or execute a consent with respect to) any of the Voting Shares (other than through this irrevocable proxy or in accordance with Section 2 hereofproxy) or grant any other proxy or power of attorney with respect to any of the Voting Shares, deposit any of the Voting Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement, or understanding with any person, directly or indirectly, to vote, grant any proxy, or give instructions with respect to the voting of any of the Voting Shares. Stockholder Xxxxxx shall retain at all times the right to vote the Voting Shares in Stockholder's Xxxxxx s sole discretion on all matters other than those set forth in Section this Paragraph 2 hereof that are presented for a vote to the stockholders Shareholders of Company ZCMI generally.