Nature of Irrevocable Proxy. The Proxy granted by each Stockholder is irrevocable during the Agreement Term or until this Agreement is terminated pursuant to Section 4.1, 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 any Stockholder with regard to such Stockholder’s Owned Shares and each Stockholder acknowledges that the Proxy constitutes an inducement for Parent, Merger Sub and Merger Sub LLC to enter into the Merger Agreement. The power of attorney granted by each Stockholder is a durable power of attorney and shall survive the bankruptcy, dissolution, death or incapacity of such Stockholder.
Appears in 2 contracts
Samples: Stockholders Agreement (Fairmount Santrol Holdings Inc.), Voting and Support Agreement (Unimin Corp)
Nature of Irrevocable Proxy. The Proxy proxy and power of attorney granted pursuant to Section 2.2 by each Stockholder is shall be irrevocable during the Agreement Term or until this Agreement is terminated pursuant to Section 4.1Voting 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 granted by any such Stockholder with regard to such Stockholder’s his Owned Shares or any New Shares, and each such Stockholder acknowledges that the Proxy proxy constitutes an inducement for Parent, Merger Sub Internet America and Merger Sub LLC AcquisitionSub to enter into the Merger Agreement. The power of attorney granted by each Stockholder is a durable power of attorney and shall survive the bankruptcy, dissolution, death or incapacity of such Stockholder. The proxy and power of attorney granted hereunder shall terminate only upon the expiration of the Voting Period.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Internet America Inc), Agreement and Plan of Merger (KeyOn Communications Holdings Inc.)
Nature of Irrevocable Proxy. The Proxy proxy and power of attorney granted pursuant to Section 2.2 by each Stockholder is shall be irrevocable during the Agreement Term or until this Agreement is terminated pursuant to Section 4.1Voting 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 granted by any such Stockholder with regard to such Stockholder’s Owned Shares and each such Stockholder acknowledges that the Proxy proxy constitutes an inducement for ParentRook, Merger Sub Bxxxxx and Merger Sub LLC to enter into the Merger Agreement. The power of attorney granted by each Stockholder is a durable power of attorney and shall survive the bankruptcy, dissolution, death or incapacity of such Stockholder. The proxy and power of attorney granted hereunder shall terminate only upon the expiration of the Voting Period.
Appears in 2 contracts
Samples: Rook Support Agreement (Knight Transportation Inc), Rook Support Agreement (Knight Transportation Inc)
Nature of Irrevocable Proxy. The Proxy proxy and power of attorney granted pursuant to Section 1.3 by each the Stockholder is irrevocable during the Agreement Term or until this Agreement is terminated pursuant to Section 4.1Term, 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 any the Stockholder with regard to such the Stockholder’s Owned Shares and each the Stockholder acknowledges that the Proxy proxy constitutes an inducement for Parent, Merger Sub Parent and Merger Sub LLC to enter into the Merger Agreement. The power of attorney granted by each the Stockholder is a durable power of attorney and shall survive the bankruptcy, dissolution, death or incapacity of such the Stockholder.
Appears in 2 contracts
Samples: Voting and Support Agreement (Jacobs Engineering Group Inc /De/), Voting and Support Agreement (Ch2m Hill Companies LTD)
Nature of Irrevocable Proxy. The Proxy proxy granted pursuant to Section 2.2 by each Stockholder is shall be irrevocable during the Agreement Term or until this Agreement is terminated pursuant to Section 4.1Voting 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 granted by any such Stockholder with regard to such Stockholder’s Owned Shares and each any New Shares in respect of the Proxy Matters, and such Stockholder acknowledges that the Proxy proxy constitutes an inducement for Parent, Merger Sub and Merger Sub LLC Phoenix to enter into the Merger Agreement. The power of attorney proxy granted by each Stockholder is a durable power of attorney proxy and shall survive the bankruptcy, dissolution, death or incapacity of such Stockholder. The proxy granted hereunder shall terminate only upon the expiration of the Voting Period.
Appears in 1 contract
Samples: Voting Agreement (Media General Inc)
Nature of Irrevocable Proxy. The Proxy proxy and power of attorney granted pursuant to Section 2.2 by each Stockholder is shall be irrevocable during the Agreement Term or until this Agreement is terminated pursuant to Section 4.1Voting 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 granted by any such Stockholder with regard to such Stockholder’s Owned Shares and each New Shares and such Stockholder acknowledges that the Proxy proxy constitutes an inducement for Parent, Merger Sub Samson and Merger Sub LLC to enter into the Merger Agreement. The power of attorney granted by each Stockholder is a durable power of attorney and shall survive the bankruptcy, dissolution, death or incapacity of such Stockholder. The proxy and power of attorney granted hereunder shall terminate only upon the expiration of the Voting Period.
Appears in 1 contract
Samples: Trolley Voting and Support Agreement (Sinclair Broadcast Group Inc)
Nature of Irrevocable Proxy. The Proxy proxy and power of attorney granted pursuant to Section 2.2 by each Stockholder is shall be irrevocable during the Agreement Term or until this Agreement is terminated pursuant to Section 4.1Voting Period, shall be deemed to be coupled with an interest sufficient in law Law to support an irrevocable proxy and shall revoke any and all prior proxies granted by any Stockholder with regard to such Stockholder’s Owned Shares and each Stockholder acknowledges that the Proxy proxy constitutes an inducement for Parent, Merger Sub Parent and Merger Sub LLC the other parties thereto to enter into the Merger Agreement. The power of attorney granted by each Stockholder Xxxxxxxxxxx is a durable power of attorney and shall survive the bankruptcy, dissolution, death or incapacity of such Stockholder. The proxy and power of attorney granted hereunder shall terminate only upon the expiration of the Voting Period.
Appears in 1 contract
Nature of Irrevocable Proxy. The Proxy proxy and power of attorney granted pursuant to Section 2.2 by each Stockholder is shall be irrevocable during the Agreement Term or until this Agreement is terminated pursuant to Section 4.1Voting 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 granted by any such Stockholder with regard to such Stockholder’s Owned Shares or any New Shares and each such Stockholder acknowledges that the Proxy proxy constitutes an inducement for Parent, Merger Sub Holdco and Merger Sub LLC to enter into the Merger Agreement. The power of attorney granted by each Stockholder is a durable power of attorney and shall survive the bankruptcy, dissolution, death or incapacity of such Stockholder. The proxy and power of attorney granted hereunder shall terminate only upon the expiration of the Voting Period.
Appears in 1 contract
Samples: Consent and Voting Agreement (APP Pharmaceuticals, Inc.)