PROXY AGREEMENTS Sample Clauses

PROXY AGREEMENTS. Notwithstanding anything to the contrary in the Proxy Agreements, each Shareholder hereby severally acknowledges, agrees and consents to the termination of all of the Proxy Agreements on and as of the Closing (as defined in the Merger Agreement) and further agrees to execute and deliver any such further document or agreement as Jacor and Communications shall reasonably consider to be desirable to evidence such termination.
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PROXY AGREEMENTS. Under the proxy agreement, the pooling or voting agreement goes one step further113. Besides the existence of an agreement covering how the shareholders are suppose to vote certain matters, shareholders create irrevocable proxies which vest the power to vote their shares in one or more persons, who could be either shareholders or other persons114. The reason for the further step is a way to secure that the shares will be voted according to the terms of the agreement without delays and uncertainties115. Historically, the idea of an irrevocable proxy has been questioned116. However, statutes have established the requirements for an irrevocable proxy to be enforceable117. The requirements solve clearly many of the questions used in the past to challenge irrevocable proxies118. The statutory requirements are: i) the proxy must be in writing;119 ii) the proxy must be signed or must contained information from which it can be determined that the writing document was authorized by the shareholder;120 iii) the proxy will have a time limit, unless it provides for a longer period;121 iv) the proxy is irrevocable if it states that it is irrevocable and it is coupled 113 O’NEil and XXxXxxxx, supra note 6, at 5:8-9. 114 Id. 115 Id at 5:64-65 (commenting that “[a] proxy may be advantageous in a voting agreement to facilitate the carrying out of the agreement and to avoid the possibility that a suit for specific performance, with the attendant uncertainties and delays, will be necessary to implement decisions reached under the agreement”).
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PROXY AGREEMENTS. All XX Xxxxxxxxx shareholders listed in Item 11 of the 2004 Form 10K, filed June 22, 2005, shall sign a limited proxy statement for eighteen months duration allowing management of New Slide View day to day control of New Slide View. Such proxy rights shall NOT include:
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Related to PROXY AGREEMENTS

  • Shareholder Agreements As a material inducement to Parent to enter into this Agreement, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the "Shareholder Agreements") pursuant to which they have agreed, among other things, to vote their shares of Company Common Stock in favor of this Agreement.

  • Voting Agreements The Shareholder agrees with, and covenants to, Buyer as follows:

  • Stockholder Agreements Except as provided in this Agreement and the other Transaction Documents, there are no agreements, written or oral, between the Company and any current holder of its securities, or to the Company's knowledge, among any holders of its securities, relating to the acquisition (including, without limitation, rights of first refusal, anti-dilution or preemptive rights), disposition, registration under the Securities Act, or voting of the Common Stock or Preferred Stock.

  • Lockup Agreements Each of the Stockholders shall, upon request of the Underwriter Representative, execute a customary "lockup" agreement in connection with the Initial Public Offering, pursuant to which the Stockholders will be prohibited from selling any Acquiror Common Stock owned by them for up to 180 days from the closing of the Initial Public Offering.

  • Support Agreements Each member of the Seller Board shall have executed and delivered to Buyer a Support Agreement in the form attached as Exhibit A.

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • No Voting Agreements The Purchaser is not a party to any agreement or arrangement, whether written or oral, between the Purchaser and any other Purchaser and any of the Company’s shareholders as of the date hereof, regulating the management of the Company, the shareholders’ rights in the Company, the transfer of shares in the Company, including any voting agreements, shareholder agreements or any other similar agreement even if its title is different or has any other relations or agreements with any of the Company’s shareholders, directors or officers.

  • Lock-Up Agreements At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit C hereto signed by the persons listed on Schedule D hereto.

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