Common use of Nature of Irrevocable Proxy Clause in Contracts

Nature of Irrevocable Proxy. ANY PROXY AND POWER OF ATTORNEY GRANTED PURSUANT TO SECTION 2.2 BY THE STOCKHOLDER SHALL BE IRREVOCABLE DURING THE PROXY TERM, 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 GRANTED BY SUCH STOCKHOLDER. Any power of attorney granted by the Stockholder pursuant to Section 2.2 shall be a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Stockholder and any obligation of such Stockholder under this Agreement and shall be binding upon the heirs, personal representatives, successors and assigns of such Stockholder. The Stockholder hereby revokes all other proxies and powers of attorney with respect to all of such Stockholder’s Subject Common Shares that may have heretofore been appointed or granted, and, except as expressly contemplated by this Agreement, no subsequent proxy or power of attorney shall be given (and if given, shall not be effective) by such Stockholder with respect thereto.

Appears in 4 contracts

Samples: Voting Agreement (Borland Software Corp), Voting Agreement (Segue Software Inc), Voting Agreement (Borland Software Corp)

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Nature of Irrevocable Proxy. ANY PROXY AND POWER OF ATTORNEY GRANTED PURSUANT TO SECTION 2.2 BY THE ANY STOCKHOLDER SHALL BE IRREVOCABLE DURING THE PROXY TERM, 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 GRANTED BY SUCH STOCKHOLDER. Any power of attorney granted by the any Stockholder pursuant to Section 2.2 shall be a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Stockholder and any obligation of such Stockholder under this Agreement and shall be binding upon the heirs, personal representatives, successors and assigns of such Stockholder. The Each Stockholder hereby revokes all other proxies and powers of attorney with respect to all of such Stockholder’s Subject Common Shares that may have heretofore been appointed or granted, and, except as expressly contemplated by this Agreement, no subsequent proxy or power of attorney shall be given (and if given, shall not be effective) by such Stockholder with respect thereto.

Appears in 4 contracts

Samples: Voting Agreement (Borland Software Corp), Voting Agreement (Borland Software Corp), Voting Agreement (Borland Software Corp)

Nature of Irrevocable Proxy. ANY THE PROXY AND POWER OF ATTORNEY GRANTED PURSUANT TO SECTION 2.2 BY THE EACH STOCKHOLDER SHALL BE IRREVOCABLE DURING THE PROXY TERM, 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 GRANTED BY SUCH STOCKHOLDER. Any The power of attorney granted by the each Stockholder pursuant to Section 2.2 shall be herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Stockholder and any obligation of such Stockholder under this Agreement and shall be binding upon the heirs, personal representatives, successors and assigns of such Stockholder. The Each Stockholder hereby revokes all other proxies and powers of attorney with respect to all of such Stockholder’s his, her or its Subject Class A Common Shares that may have heretofore been appointed or granted, and, except as expressly contemplated by this Agreement, and no subsequent proxy or power of attorney shall be given (and if given, shall not be effective) by such Stockholder with respect thereto.

Appears in 2 contracts

Samples: Option and Voting Agreement (Penn Engineering & Manufacturing Corp), Option and Voting Agreement (PEM Holding Co.)

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Nature of Irrevocable Proxy. ANY PROXY AND POWER OF ATTORNEY GRANTED PURSUANT TO SECTION 2.2 BY THE STOCKHOLDER SHALL BE IRREVOCABLE DURING THE PROXY TERM, 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 GRANTED BY SUCH THE STOCKHOLDER. Any power of attorney granted by the Stockholder pursuant to Section 2.2 shall be a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such the Stockholder and any obligation of such the Stockholder under this Agreement and shall be binding upon the heirs, personal representatives, successors and assigns of such the Stockholder. The Stockholder hereby revokes all other proxies and powers of attorney with respect to all of such the Stockholder’s Subject Common Shares that may have heretofore been appointed or grantedgranted to the extent that they conflict with the proxy and power of attorney granted herein, and, except as expressly contemplated by this Agreement, no subsequent proxy or power of attorney shall be given (and if given, shall not be effective) by such the Stockholder with respect theretoto any annual, special or other meeting of the stockholders of the Company called to vote upon the Merger and/or the Merger Agreement, and at any adjournment or postponement thereof, and in connection with any action of the stockholders of the Company taken by written consent to approve the Merger and approve and adopt the Merger Agreement.

Appears in 2 contracts

Samples: Voting and Rollover Agreement (Elliott Ronald), Voting and Rollover Agreement (Thoma Cressey Equity Partners Inc)

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