Irrevocable Proxy/Voting Rights Clause Samples
An Irrevocable Proxy/Voting Rights clause grants one party the non-revocable authority to vote shares or exercise voting rights on behalf of another party. In practice, this means that the party granting the proxy cannot withdraw or alter the voting authority for a specified period or under certain conditions, such as during a merger or while a loan is outstanding. This clause is commonly used to ensure that important decisions can be made without interference or unexpected changes in voting power, thereby providing certainty and stability in corporate governance or transactional contexts.
Irrevocable Proxy/Voting Rights. (a) For so long as this Agreement and the pledge and security interest created hereby remain in effect, and whether or not the Collateral or any of the Pledged Securities has been transferred into the name of the Collateral Agent or its nominee, the Pledgor hereby grants to the Collateral Agent a present, irrevocable proxy, coupled with an interest, and hereby constitutes and appoints the Collateral Agent as the Pledgor’s proxy with full power, in the same manner, to the same extent and with the same effect as if the Pledgor were to do the same, to exercise all voting, consenting, corporate and other rights accruing to the Pledgor as owner of the Collateral or any part thereof, or arising out of or otherwise pertaining to the Collateral, and whether at any meeting of shareholders of the Borrower or in the absence of any such meeting or otherwise, and any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the Borrower, or upon the exercise by the Pledgor or the Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. As further assurance of the proxy granted hereby, the Pledgor shall from time to time execute and deliver to the Collateral Agent, all such additional written proxies and other instruments as the Collateral Agent shall reasonably request for the purpose of enabling the Collateral Agent to exercise the voting and other rights which it is entitled to exercise hereunder. The Pledgor hereby revokes any proxy or proxies heretofore given by the Pledgor to any person or persons whatsoever and agrees not to give any other proxies in derogation hereof (except in connection with a Permitte...
Irrevocable Proxy/Voting Rights. So long as no Event of Default (as defined below) shall have occurred and be continuing, subject to any other applicable provision of this Agreement, Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not prohibited by the terms of this Agreement. Lender shall execute and deliver (or cause to be executed and delivered) to Pledgor all proxies and other instruments as Pledgor may reasonably request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to the authorization above. Upon the occurrence and during the continuance of an Event of Default, all rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise hereunder shall cease upon notice from Lender, whereupon all such rights shall become vested in Lender, who shall thereupon have the sole right to exercise such voting and other consensual rights until Lender gives notice to Pledgor of Lender's relinquishment of such rights, whereupon all such rights shall be revested with Pledgor.
Irrevocable Proxy/Voting Rights. Pledgor hereby irrevocably appoints ------------------------------- Pledgee as Pledgor's proxy holder with respect to the Pledged Shares with full power and authority to vote the Pledged Shares and otherwise act with respect to such Pledged Shares on behalf of Pledgor, provided that this proxy shall only be operative upon the occurrence of an Event of Default and/or so long as such Event of Default continues. This proxy shall be irrevocable for so long as any of the Secured Obligations remains in existence.