Proxy; Attorney-in-Fact. As security for the performance of each Stockholder’s obligations pursuant to Section 5.1, each Stockholder hereby grants to the Board, with full power of substitution and resubstitution, an irrevocable proxy to vote all Shares, at all meetings of the shareholders of the Company held or taken after the date of this Agreement with respect to an Approved Sale, or to execute any written consent in lieu thereof, and hereby irrevocably appoints the Board, with full power of substitution and resubstitution, as the Stockholder’s attorney-in-fact with authority to sign any documents with respect to any such vote or any actions by written consent of the stockholders taken after the date of this Agreement. This proxy shall be deemed to be coupled with an interest and shall be irrevocable. This proxy shall terminate upon the consummation of a Public Offering.
Appears in 6 contracts
Samples: Exchange Agreement (Saunders Acquisition Corp), Share Purchase Agreement (Saunders Acquisition Corp), Share Purchase Agreement (Franklin Electronic Publishers Inc)
