Proxy Coupled with an Interest Clause Samples
A Proxy Coupled with an Interest is a legal provision that grants an individual or entity the authority to act on behalf of another, where the proxy holder also has a direct, personal stake in the subject matter of the proxy. This type of proxy is typically irrevocable for as long as the interest exists, such as when a lender holds a proxy to vote shares as security for a loan. The core function of this clause is to ensure that the proxy holder can reliably exercise their rights or protect their interests, preventing the principal from unilaterally revoking the proxy and thereby safeguarding the proxy holder’s investment or contractual position.
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Proxy Coupled with an Interest. This proxy is being given simultaneously with closing of the Mergers. It is uunderstood and agreed by the Grantee that this proxy is being given as a material part of the consideration for the consummation of the Mergers and that the consummation of the Mergers is conditioned upon the execution and delivery of this Agreement. All power and authority hereby conferred is coupled with an interest and is irrevocable, shall not be terminated by any act of Grantee or by operation of law, by lack of appropriate power or authority, or by the occurrence of any other event or events and shall be binding upon all beneficiaries, heirs at law, legatees, distributees, successors, assigns and legal representatives of Grantee. If after the execution of this Agreement the Grantee shall cease to have appropriate power or authority, or if any other such event or events shall occur, the Proxyholder is nevertheless authorized and directed to vote the Parent Common Stock in accordance with the terms of this Agreement as if such lack of appropriate power or authority or other event or events had not occurred and regardless of notice thereof.
Proxy Coupled with an Interest. This irrevocable proxy is given in consideration of the agreements and covenants of Holdings and the parties in connection with the transactions contemplated by the Employee Shareholder Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until the Employee Shareholder Agreement is terminated.
Proxy Coupled with an Interest. PLEDGOR AGREES TO SIGN --- ------------------------------------------------------------------- AN IRREVOCABLEPROXY COUPLED WITH AN INTEREST IN THE FORM ATTACHED AS EXHIBIT A -------------------------------------------------------------------------------- (THE "PROXY"). PLEDGEHOLDER WILLRETAIN POSSESSION OF THE PROXY. IN THE EVENT -------------------------------------------------------------------------------- PLEDGEHOLDER IS NOTIFIED BY PLEDGEES OF THE OCCURRENCE OFA DEFAULT EVENT. -------------------------------------------------------------------------------- PLEDGEHOLDER IS AUTHORIZED TO DELIVER THE PROXY TO PLEDGEES. -------------------------------------------------------------------- DESIGNATION OF PLEDGEHOLDER Pledgees and Pledgor hereby designate ALFRED M. BAYER ("Pledgeholder") ▇▇ ------------ act as Pledgeholder under the terms of this Agreement. In the event ALFRED M. BAYER for any reason ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ as Pledgeholder, DARLENE BAYER shall serve as Pl▇▇▇▇▇▇▇▇▇▇ ▇r, if she fails to so serve, the Pledgeholder shall be CHRISTINE DAVIES.
Proxy Coupled with an Interest. This proxy is being given in conjunction with the sale of the Shares by the Company to the Stockholder as provided in the Subscription Agreement. For this reason, among others, the Stockholder acknowledges and declares that, (a) this Agreement and the proxy hereby granted are irrevocable for the term set forth herein, and (b) the proxy granted hereby is coupled with an interest.
Proxy Coupled with an Interest. Each Stockholder hereby affirms that the irrevocable proxy provided for in this Section 4 is given in connection with the execution of the Option Agreement and the grant of the Option and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest is intended to be irrevocable in accordance with the provisions of Section 212 of the Delaware General Corporation Law. If for any reason the proxy granted by any Stockholder herein is not binding, effective or irrevocable, then such Stockholder agrees to execute any additional agreement or document required to make such proxy binding, effective and irrevocable. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof.