Common use of Proxy of Voting Rights Clause in Contracts

Proxy of Voting Rights. 1.1 委托方兹不可撤消地承诺，其在本协议签订后将签署内容和格式如本协议附件一的授权委托书 (“授权委托书”)，分别授权乙方或乙方届时指定的人士 (以下称“受托人”)代表其行使委托方作为丙方的股东，依据丙方届时有效的章程所分别享有的权利，包括但不限于 (以下统称“委托权利”)： Entrusting Party hereby irrevocably covenants that, he/she shall execute the Power of Attorney (“POA”) set forth in Exhibit A upon signing this Agreement and entrust Party B or Party B’s designee (“Designee”) to exercise all his or her rights as the shareholders of Party C under the Articles of Association of Party C, including without limitation to: 1.1.1 作为委托方的代理人，根据丙方的章程提议召开和出席丙方的股东会会议； propose to hold a shareholders’ meeting in accordance with the Articles of Association of Party C and attend shareholders’ meetings of Party C as the agent and attorney of Entrusting Party; 1.1.2 代表委托方对所有需要股东会讨论、决议的事项行使表决权，包括但不限于指定和选举丙方的董事、总经理及其他应由股东任免的高级管理人员； exercise all shareholder’s voting rights with respect to all matters to be discussed and voted in the shareholders’ meeting of Party C, including but not limited to designate and appoint the director, the chief executive officer and other senior management members of Party C;