Irrevocable Proxies. (a) Each party to this Agreement hereby constitutes and appoints as the proxies of the party and hereby grants a power of attorney to the Generally Elected Directors, and each of them, with full power of substitution, with respect to the following items: (i) election of persons as members of the Board in accordance with Section 1.2 hereto, (ii) votes to increase authorized shares pursuant to Section 1.7 hereto, and (iii) votes regarding any Sale of the Company pursuant to Section 2 hereof, and hereby authorizes each of them to represent and vote, if and only if the party fails to vote, or attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such party’s Shares in favor of (x) the election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of this Agreement or the increase of authorized shares or (y) approval of any Sale of the Company pursuant to and in accordance with the terms and provisions of Sections 1 and 2, respectively, of this Agreement or to take any action necessary to effect Sections 1 and 2, respectively, of this Agreement. Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 7 hereof. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 7 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the 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 Shares, in each case, with respect to any of the matters set forth herein.
(b) In addition to the other rights and obligations set forth in this Agreement, including Section 3.2(a), each Stockholder, other than holders of Series B Preferred Stock, Series B PIK Dividend Shares and Series C Preferred Stock, desires to create...
Irrevocable Proxies. Each Stockholder, revoking (or causing to be revoked) any proxies that he or it has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (i) attend any and all stockholder meetings of the Company with respect to the matters set forth in Section 3.1; (ii) vote, express consent or dissent or issue instructions to the record holder to vote, express consent or dissent with respect to such Stockholder’s Subject Shares in accordance with the provisions of Section 3.1 at any such meeting; and (iii) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 3.1, all written consents with respect to the Subject Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder) and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.2 is given in connection with and granted in consideration of and as an inducement to Parent entering into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Stockholder under Section 3.1 hereof. The irrevocable proxy set forth in this Section 3.2 is executed and intended to be irrevocable, subject, however, to automatic termination upon the termination of this Agreement pursuant to Section 4.2. Parent covenants and agrees with each Stockholder that Parent will exercise the foregoing proxy consistent with the provisions of Section 3.1 hereof.
Irrevocable Proxies. Upon the execution hereof, the Company will use its best efforts to cause its executive officers and employee directors to execute and deliver to the Parent irrevocable proxies in a form reasonably acceptable to the Parent authorizing the Parent to vote all shares of Company Common Stock which such executive officers and directors are entitled to vote in favor of the Merger.
Irrevocable Proxies. (a) In order to secure each Shareholder’s obligation to vote its Voting Shares in accordance with the provisions of Section 3 of this Agreement, each Shareholder, revoking all prior proxies, hereby appoints GSCP (or any GSCP Governance Rights Assignee, as applicable) as its true and lawful proxy and attorney-in-fact, with the powers the Shareholder would possess if personally present and with full power of substitution, to vote all of its Voting Shares of the Company as is necessary to enforce the rights of the GSCP Parties (or any GSCP Governance Rights Assignee, as applicable) under Section 3 of this Agreement whether action is taken with or without the formality of a meeting. GSCP (or any GSCP Governance Rights Assignee, as applicable) may exercise the irrevocable proxy granted to it hereunder at any time any Shareholder fails to comply with any provision of Section 3 of this Agreement granting the GSCP Parties (or any GSCP Governance Rights Assignee, as applicable) rights hereunder. The proxies and powers granted by each Shareholder pursuant to this Section 3.9(a) are coupled with an interest and irrevocable for the period during which such Shareholder has obligations under Section 3 of this Agreement and are given to secure the performance of the Shareholder’s obligations to the GSCP Parties (or any GSCP Governance Rights Assignee, as applicable) under Section 3 of this Agreement. Such proxies and powers will be effective until a Qualified IPO, at which time such proxies and powers shall terminate. Such proxies and powers shall survive the death, incompetency and disability of each Shareholder.
(b) In order to secure each Shareholder’s obligation to vote its Voting Shares in accordance with the provisions of Section 3 of this Agreement, each Shareholder, revoking all prior proxies, hereby appoints Providence (or any Providence Governance Rights Assignee, as applicable) as its true and lawful proxy and attorney-in-fact, with the powers the Shareholder would possess if personally present and with full power of substitution, to vote all of its Voting Shares of the Company as is necessary to enforce the rights of the Providence Parties (or any Providence Governance Rights Assignee, as applicable) under Section 3 of this Agreement whether action is taken with or without the formality of a meeting. Providence (or any Providence Governance Rights Assignee, as applicable) may exercise the irrevocable proxy granted to it hereunder at any time any Shareholder f...
Irrevocable Proxies. (i) On the date hereof, each of Thorn Tree and Universal shall execute and deliver to Sixth Avenue an irrevocable proxy, coupled with an interest, substantially in the form attached hereto as Exhibit A and Exhibit B, respectively (together, the "Proxies"), for the purpose of enabling Sixth Avenue to exercise the voting and/or consensual rights and powers accruing to an owner of the Pledged Shares. The Proxies shall (A) grant Sixth Avenue the full power to exercise any and all voting and/or other consensual rights and powers accruing to an owner of the Pledged Shares throughout the Standstill Period, subject to Section 1(d)(ii) hereof, and (B) terminate as to Sixth Avenue, (1) with respect to Thorn Tree, upon the full satisfaction in cash (for the purposes of this Agreement and the Standstill Pledge Agreement, cash shall be deemed to include any Pledged Shares retained in satisfaction of any outstanding obligations in accordance with Section 1(o) hereof) of the portion of the Sixth Avenue Debt attributable to the Thorn Tree Parties, and (2) with respect to Universal, upon the full satisfaction in cash of the portion of the Sixth Avenue Debt that constitutes a Universal Obligation. Notwithstanding anything contained elsewhere in this Agreement but subject to its fiduciary duties under applicable law, if any, Sixth Avenue may vote the Pledged Shares in its sole discretion, including, without limitation, with respect to any corporate transaction proposed by the Board (as defined herein).
(ii) Notwithstanding the terms set forth in Section 1(d)(i) hereof, upon the full satisfaction in cash in accordance with this Agreement of the portion of the Sixth Avenue Debt that constitutes a Universal Obligation, the right to exercise the voting and/or consensual rights and powers accruing to an owner of the Universal Pledged Shares will inure to the benefit of DHP until the DHP Debt, the Thorn Tree Debt and the Equistar Debt are satisfied in full in cash in accordance with this Agreement. Each of Thorn Tree and Universal shall execute and deliver to DHP on the date hereof an irrevocable proxy, coupled with an interest, substantially in the form attached hereto as Exhibit C and Exhibit D, respectively, which proxies shall become effective (A) with respect to Thorn Tree, upon the satisfaction in full in cash of the portion of the Sixth Avenue Debt attributable to the Thorn Tree Parties, and (B) with respect to Universal, upon the satisfaction in full in cash of the Sixth A...
Irrevocable Proxies. Target shall use its best efforts, on behalf of Acquiror and pursuant to the request of Acquiror, to cause Xxxxxxx Xxxxxx and Xxxx Xxxxxxx to execute and deliver to Acquiror, a Voting and Proxy Agreement in the form of Exhibit B attached hereto concurrently with the execution of this Agreement.
Irrevocable Proxies. Concurrent with the execution hereof, ------------------- TARGET shall obtain and deliver to PURCHASER irrevocable proxies in substantially the form of Exhibit C hereto from each member of TARGET's Board of --------- Directors and from certain other affiliates of TARGET, which proxies shall represent not less than 25% of the outstanding shares of TARGET Common Stock.
Irrevocable Proxies. Each Shareholder hereby grants to, and is deemed to have executed in favor of, all of the other Shareholders, an irrevocable proxy to vote, or to give written consent with respect to, all the voting equity securities owned by the grantor of the proxy for the election to the board of directors of such individuals as the grantee of the proxy shall be entitled to designate pursuant to this Agreement.
Irrevocable Proxies. Concurrent with the execution hereof, TARGET ------------------- shall obtain and deliver to PURCHASER irrevocable proxies in substantially the form of Exhibit 4 hereto from each member of TARGET'S Board of Directors and from certain other affiliates of TARGET, which proxies represent not less than 55% of the outstanding shares of TARGET Common Stock.
Irrevocable Proxies. Each Principal Stockholder hereby irrevocably appoints Purchaser, or any nominee of Purchaser, with full power of substitution, its proxy with full power and authority, in the event that such Principal Stockholder shall at any time fail to perform its obligations under Section 3 hereof, to vote or act by consent in respect of such Principal Stockholder’s Shares exclusively as provided in Section 3 hereof. Each proxy hereby granted shall, for the term of this Agreement, be irrevocable and shall be deemed coupled with an interest in accordance with Section 212 of the Delaware General Corporation Law. Notwithstanding the foregoing or anything to the contrary contained herein, each proxy granted to Purchaser under this Section 9 shall be suspended during the pendency of an Adverse Recommendation Change due to an Intervening Event (provided that such proxy shall be reinstated at such time, if any, that the Board or a committee thereof withdraws the Adverse Recommendation Change or approves or recommends the Merger Agreement subsequent to the Adverse Recommendation Change).
