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

Grant of Proxy; Appointment of Proxy. (a) Each of the Stockholders hereby irrevocably grants to, and appoints, John Xxxxxx xxx John X. Xxxxx xx their respective capacities as officers of Parent and to any individual who shall hereafter succeed to any such officer of Parent, such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote such Stockholder's Committed Stock, or grant a consent or approval in respect of such Committed Stock as set forth in Section 3 hereof. None of the Stockholders shall have any claim against such proxy and attorney-in-fact, for any action taken, decision made or instruction given by such proxy and attorney-in-fact in accordance with this Voting Agreement.

Appears in 5 contracts

Samples: Voting Agreement (Plato Learning Inc), Voting Agreement (Plato Learning Inc), Voting Agreement (Plato Learning Inc)

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Grant of Proxy; Appointment of Proxy. (a) Each of the Stockholders Stockholder hereby irrevocably grants to, and appoints, John Xxxxxx xxx John X. Xxxxx xx Murray and Greg Melsen in their respective capacities as officers xxxxxxxx of Parent and to Buxxx xxx xx any individual who shall hereafter succeed to any such officer of ParentBuyer, such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote such Stockholder's Committed StockShares, or grant a consent or approval in respect of such Committed Stock Shares as set forth in Section 3 hereof. None of the Stockholders shall have any claim against such proxy and attorney-in-fact, for any action taken, decision made or instruction given by such proxy and attorney-in-fact in accordance with this Voting Agreement.

Appears in 2 contracts

Samples: Voting Agreement (Lightspan Inc), Voting Agreement (Plato Learning Inc)

Grant of Proxy; Appointment of Proxy. (a) Each of the Stockholders hereby irrevocably grants to, and appoints, John Xxxx Xxxxxx xxx John and Xxxx X. Xxxxx xx in their respective capacities as officers of Parent and to any individual who shall hereafter succeed to any such officer of Parent, such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote such Stockholder's Committed Stock, or grant a consent or approval in respect of such Committed Stock as set forth in Section 3 hereof. None of the Stockholders shall have any claim against such proxy and attorney-in-fact, for any action taken, decision made or instruction given by such proxy and attorney-in-fact in accordance with this Voting Agreement.

Appears in 1 contract

Samples: Voting Agreement (Wasatch Interactive Learning Corp)

Grant of Proxy; Appointment of Proxy. (a) Each of the Stockholders The Stockholder hereby irrevocably grants to, and appoints, John Xxxxxx xxx John X. Xxxxx xx T. Kernan and Carl Zeiger in their respective capacities as officers of Parent and to any ax xxxxxxxx xx Compaxx xxx xx xny individual who shall hereafter succeed to any such officer of Parentthe Company, such the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such the Stockholder, to vote such the Stockholder's Committed StockShares, or grant a consent or approval in respect of such Committed Stock Shares as set forth in Section 3 hereof. None of the Stockholders The Stockholder shall not have any claim against such proxy and attorney-in-fact, for any action taken, decision made or instruction given by such proxy and attorney-in-fact in accordance with this Voting Agreement.

Appears in 1 contract

Samples: Voting Agreement (Lightspan Inc)

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Grant of Proxy; Appointment of Proxy. (a) Each of the Stockholders hereby irrevocably grants to, and appoints, John Xxxxxx xxx John X. Xxxxx xx their respective capacities as officers of Parent and to any individual who shall hereafter succeed to any such officer of Parent, such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote such Stockholder's Committed StockShares, or grant a consent or approval in respect of such Committed Stock Shares as set forth in Section 3 hereof. None of the Stockholders shall have any claim against such proxy and attorney-in-fact, for any action taken, decision made or instruction given by such proxy and attorney-in-fact in accordance with this Voting Agreement.

Appears in 1 contract

Samples: Voting Agreement (Plato Learning Inc)

Grant of Proxy; Appointment of Proxy. (a) Each of the Stockholders hereby irrevocably grants to, and appoints, John Xxxxxx xxx Murray and John X. Xxxxx xx M. Buske in their respective capacities as officers of Parent and to any xxxxxxxx xx Parexx xxx xx xxx individual who shall hereafter succeed to any such officer of Parent, such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote such Stockholder's Committed StockShares, or grant a consent or approval in respect of such Committed Stock Shares as set forth in Section 3 hereof. None of the Stockholders shall have any claim against such proxy and attorney-in-fact, for any action taken, decision made or instruction given by such proxy and attorney-in-fact in accordance with this Voting Agreement.

Appears in 1 contract

Samples: Voting Agreement (Wasatch Interactive Learning Corp)

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