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. (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).
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. 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 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 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. Target shall use its best efforts, on behalf of Acquiror and pursuant to the request of Acquiror, to cause holders of all shares of Target Capital Stock issued and outstanding to execute and deliver to Acquiror an Irrevocable Proxy substantially in the form of Exhibit C attached hereto concurrently with the execution and delivery of written consents that are obtained pursuant to the Consent Solicitation.
Irrevocable Proxies. Until the termination of this Section 2.1 as provided in Section 2.5, each of Xxxxxxx Xxxxxx Xxxxx and Xxxxxxx X. Xxxxx (collectively, the "Proxy Family Shareholders") shall execute and deliver to the Investors an irrevocable proxy to vote all shares of capital stock of the Company held by the Proxy Family Shareholders at any time that this Section 2.1 is binding upon them. Such proxy shall be in the form attached hereto as Exhibit A and shall appoint a representative or representatives selected by the Investors in their sole discretion, with full power of substitution, acting jointly or singly, to vote all shares of capital stock of the Company that may be eligible to be cast by each of the Proxy Family Shareholders at any annual, special or other meeting of shareholders of the Company or pursuant to any request to sign an action by written consent in lieu of such a meeting; provided, however, that such proxy shall not extend to or affect the rights of the Proxy Family Shareholders to participate in the designation or to vote in favor of the election of the director to be designated by the Family Shareholders as provided herein.
Irrevocable Proxies. Upon the execution hereof, each of Parent and the Company will use its best efforts to cause its officers and employee directors to execute and deliver to the other party to this Agreement irrevocable proxies in a form reasonably acceptable to the parties hereto authorizing the other party to vote all shares of Company Common Stock and Parent Common Stock, as the case may be, which such executive officers and directors are entitled to vote in favor of the Merger. Such proxies shall be revocable in the event that this Agreement is terminated.
