Common use of Nature of Irrevocable Proxy Clause in Contracts

Nature of Irrevocable Proxy. The proxy granted pursuant to Section 2.2 to Parent by the Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies or powers of attorney granted by the Stockholder and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder with respect thereto. The proxy that may be granted hereunder shall terminate upon the termination of this Agreement, but shall survive the death or incapacity of the Stockholder and any obligation of the Stockholder under this Agreement shall be binding upon the heirs, personal representatives and successors of the Stockholder.

Appears in 11 contracts

Samples: Form of Voting Agreement (DropCar, Inc.), Voting Agreement (Gemphire Therapeutics Inc.), Voting Agreement (Histogenics Corp)

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Nature of Irrevocable Proxy. The Any proxy granted pursuant to Section 2.2 to Parent by the Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies or powers of attorney granted by the Stockholder and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder with respect thereto. The Any proxy that may be granted hereunder shall terminate upon the termination of this Agreement, but be a durable proxy and shall survive the death death, bankruptcy, dissolution, incapacity or incapacity of other inability to act by the Stockholder and any obligation of the Stockholder under this Agreement shall be binding upon the heirs, personal representatives and successors of the Stockholder. Any proxy that may be granted hereunder shall terminate upon the termination of this Agreement.

Appears in 8 contracts

Samples: Agreement and Plan of Merger (Apex Global Brands Inc.), Agreement and Plan of Merger (Apex Global Brands Inc.), Voting Agreement (Galaxy Universal LLC)

Nature of Irrevocable Proxy. The proxy granted pursuant to Section 2.2 to Parent Company by the Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies or powers of attorney granted by the Stockholder and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder with respect thereto. The proxy that may be granted hereunder shall terminate upon the termination of this Agreement, but shall survive the death or incapacity of the Stockholder and any obligation of the Stockholder under this Agreement shall be binding upon the heirs, personal representatives and successors of the Stockholder.

Appears in 6 contracts

Samples: Form of Voting Agreement (DropCar, Inc.), Form of Support Agreement (Proteon Therapeutics Inc), Form of Support Agreement (Proteon Therapeutics Inc)

Nature of Irrevocable Proxy. The proxy granted pursuant to Section 2.2 to Parent the Company by the Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies or powers of attorney granted by the Stockholder and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder with respect thereto. The proxy that may be granted hereunder shall terminate upon the termination of this Agreement, but shall survive the death or incapacity of the Stockholder and any obligation of the Stockholder under this Agreement shall be binding upon the heirs, personal representatives and successors of the Stockholder.

Appears in 4 contracts

Samples: Voting Agreement (Rexahn Pharmaceuticals, Inc.), Voting Agreement (Era Group Inc.), Voting Agreement (Era Group Inc.)

Nature of Irrevocable Proxy. The Any proxy granted pursuant to Section 2.2 to Parent Purchaser by the a Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies or powers of attorney granted by the such Stockholder and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the such Stockholder with respect thereto. The Any proxy that may be granted hereunder shall terminate upon the termination of this Agreement, but shall survive the death or incapacity of the such Stockholder and any obligation of the such Stockholder under this Agreement shall be binding upon the heirs, personal representatives and successors of the such Stockholder.

Appears in 3 contracts

Samples: Voting Agreement (Clarus Lifesciences III, L.P.), Voting Agreement (Entasis Therapeutics Holdings Inc.), Voting Agreement (Armata Pharmaceuticals, Inc.)

Nature of Irrevocable Proxy. The proxy granted pursuant to Section 2.2 to Parent Privateer by the Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy proxy, including for the purposes of Section 212 of the DGCL, and shall revoke any and all prior proxies or powers of attorney granted by the Stockholder and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder with respect thereto. The proxy that may be granted hereunder shall terminate upon the termination of this Agreement, but shall survive the death or incapacity of the Stockholder and any obligation of the Stockholder under this Agreement shall be binding upon the heirs, personal representatives and successors of the Stockholder.

Appears in 2 contracts

Samples: Support Agreement (Tilray, Inc.), Agreement and Plan of Merger and Reorganization (Tilray, Inc.)

Nature of Irrevocable Proxy. The Any proxy granted pursuant to Section 2.2 to Parent the Company’s designee by the a Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies or powers of attorney granted by the such Stockholder and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the such Stockholder with respect thereto. The Any proxy that may be granted hereunder shall terminate upon the termination of this Agreement, but shall survive the death or incapacity of the such Stockholder and any obligation of the such Stockholder under this Agreement shall be binding upon the heirs, personal representatives and successors of the such Stockholder.

Appears in 1 contract

Samples: Voting Agreement (XpresSpa Group, Inc.)

Nature of Irrevocable Proxy. The proxy granted pursuant to Section 2.2 to Parent the Company by the Stockholder shall be irrevocable during the term of this Support Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies or powers of attorney granted by the Stockholder and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder with respect thereto. The proxy that may be granted hereunder shall terminate automatically, without any further action on the part of the Company, Stockholder or any other Person, upon the termination of this AgreementExpiration Time, but shall survive the death or incapacity of the Stockholder and any obligation of the Stockholder under this Support Agreement shall be binding upon the heirs, personal representatives and successors of the Stockholder.

Appears in 1 contract

Samples: Company Stockholder Support Agreement (Sesen Bio, Inc.)

Nature of Irrevocable Proxy. The Any proxy granted pursuant to Section 2.2 to Parent by the a Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies or powers of attorney granted by the such Stockholder and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the such Stockholder with respect thereto. The Any proxy that may be granted hereunder shall terminate upon the termination of this Agreement, but shall survive the death or incapacity of the such Stockholder and any obligation of the such Stockholder under this Agreement shall be binding upon the heirs, personal representatives and successors of the such Stockholder.

Appears in 1 contract

Samples: Voting Agreement (Diligent Corp)

Nature of Irrevocable Proxy. The proxy granted pursuant to Section 2.2 to Parent by the each Stockholder shall be irrevocable during the term of this Support Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies or powers of attorney granted by the such Stockholder and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the such Stockholder with respect thereto. The proxy that may be granted hereunder shall terminate upon at the termination of this AgreementExpiration Time, but shall survive the death or incapacity of the granting Stockholder and any obligation of the such Stockholder under this Support Agreement shall be binding upon the heirs, personal representatives and successors of such Stockholder until the StockholderExpiration Time.

Appears in 1 contract

Samples: Voting and Support Agreement (Sesen Bio, Inc.)

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Nature of Irrevocable Proxy. The proxy granted pursuant to Section 2.2 to Parent Company by the Stockholder shall be irrevocable during the term of this AgreementVoting Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies or powers of attorney granted by the Stockholder and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder with respect thereto. The proxy that may be granted hereunder shall terminate upon the termination of this Agreement, but shall survive the death or incapacity of the Stockholder and any obligation of the Stockholder under this Agreement shall be binding upon the heirs, personal representatives and successors of the Stockholder.

Appears in 1 contract

Samples: Voting Agreement (Neurotrope, Inc.)

Nature of Irrevocable Proxy. The Any proxy granted pursuant to Section 2.2 to Parent by the Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies or powers of attorney granted by the Stockholder and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder with respect thereto. The Any proxy that may be granted hereunder shall terminate upon the termination of this Agreement, but shall survive the death or incapacity of the Stockholder and any obligation of the Stockholder under this Agreement shall be binding upon the heirs, personal representatives and successors of the Stockholder.

Appears in 1 contract

Samples: Voting Agreement (Diligent Corp)

Nature of Irrevocable Proxy. The proxy granted pursuant to Section 2.2 1.2 to Parent HGM by the Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies or powers of attorney granted by the Stockholder and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder with respect thereto. The proxy that may be granted hereunder shall terminate upon the termination of this Agreement, but shall survive the death or incapacity of the Stockholder and any obligation of the Stockholder under this Agreement shall be binding upon the heirs, personal representatives and successors of the Stockholder.

Appears in 1 contract

Samples: Voting Agreement (Hovs LLC)

Nature of Irrevocable Proxy. The proxy granted pursuant to Section 2.2 1.4 to Parent HGM by the each Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and and, except with respect to the Other Voting Agreement, shall revoke any and all prior proxies or powers of attorney granted by the such Stockholder and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the such Stockholder with respect thereto. The proxy that may be granted hereunder shall terminate upon the termination of this Agreement, but shall survive the death or incapacity of the such Stockholder and any obligation of the such Stockholder under this Agreement shall be binding upon the heirs, personal representatives and successors of the such Stockholder.

Appears in 1 contract

Samples: Voting Agreement (Hovs LLC)

Nature of Irrevocable Proxy. The proxy granted pursuant to Section 2.2 to Parent by the Stockholder shall be irrevocable during the term of this Support Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies or powers of attorney granted by the Stockholder and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the Stockholder with respect thereto. The proxy that may be granted hereunder shall terminate upon the termination of this Support Agreement, but shall survive the death or incapacity of the Stockholder and any obligation of the Stockholder under this Support Agreement shall be binding upon the heirs, personal representatives and successors of the Stockholder.. ARTICLE III

Appears in 1 contract

Samples: Parent Stockholder Support Agreement (Sesen Bio, Inc.)

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