Common use of Proxy Representation Clause in Contracts

Proxy Representation. Every Member may authorize another person or persons to act for such Member by proxy in all matters in which a Member is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the Member or by such Member’s attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable where the interest with which it is coupled is an interest in the Interest of such Member. The authorization of a proxy may but need not be limited to specified action; provided, however, that if a proxy limits its authorization to a meeting or meetings of Members, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

Appears in 5 contracts

Samples: Limited Liability Company Operating Agreement (Wayfair Inc.), Limited Liability Company Operating Agreement (Wayfair Inc.), Limited Liability Company Agreement (Robec Brazil LLC)

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Proxy Representation. Every Member stockholder may authorize another person or persons to act for such Member him by proxy in all matters in which a Member stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the Member stockholder or by such Member’s his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable where regardless of whether the interest with which it is coupled is an interest in the Interest of such Memberstock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action; , provided, however, that if a proxy limits its authorization to a meeting or meetings of Membersstockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

Appears in 3 contracts

Samples: Business Financing Agreement (Vapotherm Inc), Merger Agreement (Bioenvision Inc), Merger Agreement (Genzyme Corp)

Proxy Representation. Every Member stockholder may authorize another person or persons to act for such Member him by proxy in all matters in which a Member stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the Member stockholder or by such Member’s his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable where regardless of whether the interest with which it is coupled is an interest in the Interest of such Memberstock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action; provided, however, that if a proxy limits its authorization to a meeting or meetings of Membersstockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

Appears in 3 contracts

Samples: Merger Agreement (Cubist Pharmaceuticals Inc), Merger Agreement (Optimer Pharmaceuticals Inc), Merger Agreement (Cubist Pharmaceuticals Inc)

Proxy Representation. Every Member shareholder may authorize another person or persons to act for such Member him by proxy in all matters in which a Member shareholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the Member shareholder or by such Member’s his attorney-in-fact. No proxy shall be voted or acted upon after three years eleven months from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable where regardless of whether the interest with which it is coupled is an interest in the Interest of such Memberstock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action; , provided, however, that if a proxy limits its authorization to a meeting or meetings of Membersshareholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

Appears in 2 contracts

Samples: Merger Agreement (Center Bancorp Inc), Merger Agreement (ConnectOne Bancorp, Inc.)

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Proxy Representation. Every Member may authorize another person or persons to act for such Member by proxy in all matters in which a Member is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the Member or by such Member’s attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law Jaw to support an irrevocable power. A proxy may be made irrevocable where the interest with which it is coupled is an interest in the Interest of such Member. The authorization of a proxy may but need not be limited to specified action; provided, however, that if a proxy limits its authorization to a meeting or meetings of Members, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Robec Brazil LLC)

Proxy Representation. Every Member stockholder may authorize another person or persons to act for such Member him by proxy in all matters in which a Member stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the Member stockholder or by such Member’s his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable where regardless of whether the interest with which it is coupled is an interest in the Interest of such Memberstock itself or an interest in the Corporation generally. The authorization of a proxy may but need not be limited to specified action; provided, however, that if a proxy limits its authorization to a meeting or meetings of Membersstockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

Appears in 1 contract

Samples: By Laws (Eargo, Inc.)

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