Grant of Proxies. Upon the failure of the Key Shareholder to vote the Key Shareholder Shares in accordance with the terms of this Agreement, the Key Shareholder hereby grants to the Investor a proxy coupled with an interest in all Key Shareholder Shares owned by the Key Shareholder, which proxy in each case shall be irrevocable until this Agreement terminates pursuant to its terms, to vote all the Key Shareholder Shares in the manner provided in Sections 3, 4, 5 and 6 hereof. Upon the failure of the Investor to vote the Investor’s Investor Shares in accordance with the terms of this Agreement, the Investor hereby grants to the Key Shareholder a proxy coupled with an interest in all Investor Shares owned by the Investor, which proxy in each case shall be irrevocable until this Agreement terminates pursuant to its terms, to vote all such Investor Shares in the manner provided in Sections 3, 4 and 6 hereof.
Grant of Proxies. Each holder of Company Shares hereby grants an irrevocable proxy coupled with an interest to vote, including in any action by written consent, such holder’s Company Shares in accordance with such holder’s agreements contained in Sections 2.1 and 2.2 to: (a) each Investor Group then entitled to designate any Investor Directors solely in respect of the election or removal of such Investor Group’s Investor Directors and (b) the Company otherwise. Each of the foregoing proxies shall be valid and remain in effect until the provisions of Sections 2.1 and 2.2 expire pursuant to Section 2.10.
Grant of Proxies. Upon the failure of any Key Shareholder to vote the Key Shareholder Shares in accordance with the terms of this Agreement, the Key Shareholder failing to vote such Key Shareholder Shares grants to the Company a proxy coupled with an interest in all Key Shareholder Shares owned by the Key Shareholder, which proxy in each case shall be irrevocable until this Agreement terminates pursuant to its terms, to vote all the Key Shareholder Shares in the manner provided in Sections 1, 2 and 3 hereof.
Grant of Proxies. Contemporaneously with the execution hereof, each of the Participating Escrow Shareholders shall execute and deliver to HealthCore an irrevocable proxy (collectively, the "Voting Proxies") appointing Xxxx X. Xxxxx ("Xxxxx"), the Chairman of the Board and Chief Executive Officer of HealthCore, as proxy to vote all of the shares of HealthCore Common Stock owned beneficially and of record by such Participating Escrow Shareholder, including, without limitation, the Released Shares, for a period expiring on the earliest of (a) the first date by which both (i) the closing of the transactions contemplated by the Merger Agreement shall have occurred ("Merger Closing"), and (ii) HealthCore shall have received the Required Stockholder Vote, (b) the termination of the agreements contained in the Merger Agreement, and (c) with respect to those shares of HealthCore Common Stock other than the Escrow Shares sold by the Participating Escrow Shareholders, HealthCore's receipt of notice of the consummation of the sale of such shares of HealthCore Common Stock.
Grant of Proxies. In order to effectuate the provisions of this ---------------- Article II and in addition to and not in lieu of Sections 2.1 through 2.6 hereof, (i) the Windward Agent hereby grants to Xx. Xxxx X. Swenson, or if Xx. Xxxxxxx shall cease to be a managing director, officer, director, affiliate or associate (as such terms are defined in the rules and regulations under the Exchange Act) of the Windward Agent or of any member of the Windward Agent or any of its affiliates or associates, to his successor, who shall be a managing director, officer, director, affiliate or associate of the Windward Agent or of any member of the Windward Agent or any of its affiliates or associates and shall be selected by the Windward Agent, and (ii) the Management Stockholders hereby grant to Xxxxxx Xxxxxxxx, or if Xxxxxx Xxxxxxxx shall cease to be Chief Executive Officer of the Company, to a person who is an officer and stockholder of the Company and who is selected by the Management Stockholders, a proxy 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 Company Stock owned or held of record by such Stockholder solely for (x) the election of directors designated in accordance with Section 2.2 hereof, (y) the removal of directors in accordance with Sections 2.4 and 2.5 hereof, and (z) the election of a director to fill any vacancy on the Board in accordance with Section 2.3 hereof. The proxies granted pursuant to this Section 2.7 shall terminate on the ten-year anniversary of the date hereof, unless terminated prior to such date.
Grant of Proxies. In order to effectuate the provisions of this Article II and in addition to and not in lieu of Sections 2.1 through 2.6 hereof, (i) the Windward Agent hereby grants to Mx. Xxxx X. Swenson, or if Mx. Xxxxxxx shall cease to be a managing director, officer, director, affiliate or associate (as such terms are defined in the rules and regulations under the Exchange Act) of the Windward Agent or of any member of the Windward Agent or any of its affiliates or associates, to his successor, who shall be a managing director, officer, director, affiliate or associate of the Windward Agent or of any member of the Windward Agent or any of its affiliates or associates and shall be selected by the Windward Agent, and (ii) the Management Stockholders hereby grant to Axxxxx Xxxxxxxx a proxy 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 Company Stock owned or held of record by such Stockholder solely for (x) the election of directors designated in accordance with Section 2.2 hereof, (y) the removal of directors in accordance with Sections 2.4 and 2.5 hereof, and (z) the election of a director to fill any vacancy on the Board in accordance with Section 2.3 hereof. The proxies granted pursuant to this Section 2.7 shall terminate on the ten-year anniversary of the date hereof, unless terminated prior to such date.
Grant of Proxies. In order to effectuate the provisions of this Article II and in addition to and not in lieu of Sections 2.1 through 2.6 hereof, (i) the Windward Agent hereby grants to Mr. Peter S. Macdonald, or if Mr. Macdonald shall cease to be a managxxx xxxxxxxx, officer, directox, xxxxxxxxx or associate (as such terms are defined in the rules and regulations under the Exchange Act) of the Windward Agent or of any member of the Windward Agent or any of its affiliates or associates, to his successor, who shall be a managing director, officer, director, affiliate or associate of the Windward Agent or of any member of the Windward Agent or any of its affiliates or associates and shall be selected by the Windward Agent, and (ii) the Majority Roll-Over Shareholders hereby grant to Mr. Ronald F. Valenta, or such other person who is selected by the Maxxxxxx Xxxx-Over Shareholders, a proxy to vote at any annual or special meeting of shareholders, or to take action by written consent in lieu, of such meeting with respect to, all of the shares of Company Stock owned or held of record by such Shareholder solely for (x) the election of directors designated in accordance with Section 2.2 hereof, (y) the removal of directors in accordance with Sections 2.4 and 2.5 hereof, and (z) the election of a director to fill any vacancy on the Board in accordance with Section 2.3 hereof. The proxies granted pursuant to this Section 2.7 shall terminate on the ten-year anniversary of the date hereof, unless terminated prior to such date.
Grant of Proxies. Should the provisions of this Section 3 be construed to constitute the granting of proxies, such proxies shall be deemed coupled with an interest and are irrevocable for the term of this Agreement. It is agreed and understood that monetary damages would not adequately compensate an injured party for the breach of this Section 3 by any party, that this Section 3 shall be specifically enforceable, and that any breach or threatened breach of this Section 3 shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each party hereto waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach.
Grant of Proxies. ARTICLE III RESTRICTIONS ON TRANSFER
3.1 Restrictions on Transfer......
ARTICLE IV TAG-ALONG RIGHTS
4.1 Tag-Along Rights Generally..
Grant of Proxies. At the Closing, each of the Sellers shall grant, to one or more individuals designated by the Parent, a proxy, in the form of Exhibit 5.15 attached hereto (the “Proxies”) to vote all of the Escrowed Shares, at any meeting of the stockholders of the Parent or on any written consent of the stockholders of the Parent; provided, that such Proxies shall require that any vote (as opposed to a written consent) cast at a meeting pursuant to such proxy shall be cast for, against or in abstention with respect to any matter, proposal, candidate for director or other matter in the same proportions of the for, against and abstention votes as are cast by all of the other stockholders of the Parent who are present (in person or by proxy) at the meeting.
