Proxy Rights Sample Clauses

Proxy Rights. 1.1 Party B severally and not jointly, unconditionally and irrevocably undertakes to sign the Power of Attorney (hereinafter referred to as the “Power of Attorney”) with the same content and format as shown in Appendix I of this Agreement after signing this Agreement, and authorize Party A or Party A’s director of its overseas parent holding company and liquidator or other successor performing such director’s duties as agent (hereinafter referred to as the “Trustee”) according to Party A’s instructions to exercise all of its rights as Party C’s shareholder and rights representing Party B in exercising all shareholders’ rights in all matters of Party C according to Party C’s current articles of association, joint venture contract, Transaction Documents(as defined in the “Equity Pledge Agreement”), and applicable laws and regulations. Such shareholder’s rights (hereinafter referred to as “Proxy Rights”) shall include but not limited to:
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Proxy Rights. 1.1 Party B unconditionally and irrevocably undertakes that, after signing this Agreement, it will sign a Letter of Proxy (the “Letter of Proxy”) in the form and with the contents specified in the Appendix I “Letter of Proxy”, to authorize Party A or its designee(s) (collectively “Assignee”) to exercise all the rights enjoyed by Party B as a shareholder of Party C in accordance with the articles of association at that time of Party C and the applicable laws and regulations, and to exercise on Party B’s behalf the rights with respect to all major matters of Party C. Such rights (the “Proxy Rights”) include but are not limited to:
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Proxy Rights. Each Loan Party hereby irrevocably constitutes and appoints the Lender as its proxy and attorney-in-fact with respect to its Pledged Interests and other Collateral if an Event of Default has occurred and is continuing, including the right to vote such Pledged Interests and other Collateral, with full power of substitution to do so, to the extent set forth in this Agreement. In addition to the right to vote any such Pledged Interests and other Collateral, such appointment of the Lender as proxy and attorney-in-fact shall include the right, upon the occurrence and during the continuance of an Event of Default, to exercise all other rights, powers, privileges and remedies to which a holder of such Pledged Interests and other Collateral would be entitled (including giving or withholding written consents of shareholders or other equity holders, calling special meetings of shareholders or other equity holders and voting at such meetings). Such proxy shall be effective, automatically and without the necessity of any action (including any transfer of any such Pledged Interests and other Collateral on the record books of the issuer thereof) by any person (including the issuer of such Pledged Interests and other Collateral or any officer or agent thereof), upon the occurrence and continuation of any Event of Default. Each Loan Party hereby ratifies and approves all acts of any such attorney and agrees that neither the Lender nor any such attorney will be liable for any acts or omissions or for any error of judgment or mistake of fact or law other than such person’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction; provided that, in no event shall they be liable for any punitive, exemplary, indirect or consequential damages. The foregoing powers of attorney and proxy, being coupled with an interest, are irrevocable until the Obligations have been paid in full.
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Proxy Rights. 1.1 Party B severally and not jointly, unconditionally and irrevocably undertakes to sign the Power of Attorney (hereinafter referred to as the “Power of Attorney”) with the same content and format as shown in Appendix I of this Agreement after signing this Agreement, and authorize Party A or Party A’s designee (hereinafter referred to as the “Trustee”) according to Party A’s instructions to exercise all of its rights as Party C’s shareholder and rights representing Party B in exercising all shareholders’ rights in all matters of Party C according to Party C’s current articles of association, joint venture contract, Transaction Documents(as defined in the “Equity Pledge Agreement”), and applicable laws and regulations. Such shareholder’s rights (hereinafter referred to as “Proxy Rights”) shall include but not limited to:
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Proxy Rights. 1.1 Party B unconditionally and irrevocably undertakes to sign the Power of Attorney (hereinafter referred to as the “Power of Attorney”) with the same content and format as shown in Appendix 1 of this agreement after signing this agreement, and authorize Party A or authorize Party A’s director designated by Party A or Party A’s director of its overseas holding company and liquidator or other successor performing such director’s duties as agent (hereinafter referred to as the “Trustee”) according to Party A’s instructions to exercise all of its rights as Party C’s shareholder according to Party C’s current articles of association, applicable laws, rules and regulations. If any party of Party B is Party A’s director or personnel of its overseas holding company, another director or personnel which is not related to Party A’s overseas holding company shall be authorized to exercise such rights. Such shareholder’s rights (hereinafter referred to as “proxy rights”) shall include but not limited to:
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Proxy Rights. 17.1. The Owner hereby irrevocably appoints the Manager as its proxy to attend, put forward, speak or vote on the Owner's behalf at any meeting of the Body Corporate, to vote on the Owner's behalf at a ballot and to represent the Owner on any committee of the Body Corporate for the purpose of dealing with any matter that may, in the Manager's opinion, be dealt with to enable the Manager to:
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Proxy Rights. A stockholder of the Company shall be entitled to ------------ exercise its right to vote at general and extraordinary general meetings of stockholders by proxy, and the holder of any such proxy shall not be limited to a stockholder of the Company.
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Proxy Rights. In connection with the pursuit and consummation of any Drag-Along Sale or Financing Transaction, each Stockholder hereby: (i) grants the Secretary of the Company, or other duly authorized officer, an irrevocable proxy (which shall be and shall be deemed to be coupled with an interest) to vote (by actual vote or by written consent) the shares held by such Stockholder or its successors and permitted assigns and transferees in favor of any Drag-Along Sale or Financing Transaction pursued in connection with this Section 11 in the event that such Stockholder or its successors and permitted assigns and transferees fail to consent in writing or vote for any such Drag-Along Sale or Financing Transaction; and (ii) agrees to promptly execute and deliver (without unreasonable condition or delay) any transaction agreement(s) and documentation (including, without limitation, stockholder agreements, waivers and releases, and affiliate letters) deemed necessary, appropriate or advisable by the Proposing Holders in connection with the Drag-Along Sale or Financing Transaction. The proxy, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party or any other individual holder of capital stock of the Company, and, so long as any party hereto is an entity, will survive the merger or reorganization of such party or any other entity holding any capital stock of the Company. In addition to any other rights and remedies available to it at law or in equity, the Proposing Holders or the Company will be entitled to specifically enforce the terms of this Agreement with respect to or related to any Drag-Along Sale or Financing Transaction. Notwithstanding any other provision in this Agreement, each Stockholder shall maintain its right, if applicable, to exercise any rights pursuant to Section Article 4(A), Section 7(b), Article 4(A), Section 8, Article 4(A), Section 9 and Article 4(A), Section 10.
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Proxy Rights. Lender may exercise Lender's proxy rights with respect to all or a portion of the Collateral. In such event, Grantor agrees to deliver promptly to Lender further evidence of the grant of such proxy in any form requested by Lender.
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Related to Proxy Rights

  • Proxy Voting The Adviser will vote, or make arrangements to have voted, all proxies solicited by or with respect to the issuers of securities in which assets of a Fund may be invested from time to time. Such proxies will be voted in a manner that you deem, in good faith, to be in the best interest of the Fund and in accordance with your proxy voting policy. You agree to provide a copy of your proxy voting policy to the Trust prior to the execution of this Agreement, and any amendments thereto promptly.

  • Proxy Statement As promptly as practicable following the date of this Agreement, the Company shall prepare and file with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company.

  • Preparation of the Proxy Statement; Stockholders Meeting (a) Provided there shall not have been a Company Adverse Recommendation Change permitted by Section 6.3 hereof or a valid termination of this Agreement pursuant to Section 8.1, as promptly as reasonably practicable after the commencement of the Offer: (i) the Company shall promptly prepare the Proxy Statement, (ii) Parent shall promptly provide to the Company any information required for inclusion in the Proxy Statement and shall promptly provide such other information or assistance in the preparation thereof as may be reasonably requested by the Company and (iii) if the Company Stockholder Approval is required by applicable Law in order consummate the Merger, as promptly as reasonably practicable after the Offer Closing, Offer Expiration Date or Offer Termination, as applicable, the Company shall promptly (and in any event within two (2) Business Days) file the Proxy Statement with the SEC. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Proxy Statement before it is filed with the SEC and disseminated to holders of Shares, and the Company shall give reasonable and good faith consideration to all additions, deletions or changes suggested thereto by Parent and its counsel. The Company shall respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to the stockholders of the Company as promptly as reasonably practicable after the date the Proxy Statement is cleared by the SEC (such date, the “Proxy Clearance Date”). The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall promptly provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the SEC and its staff, on the other hand. In the event that the Company receives any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement, Parent shall promptly provide to the Company, upon receipt of notice from the Company, any information required for inclusion in the response of the Company to such comments or such request and shall promptly provide such other information or assistance in the preparation thereof as may be reasonably requested by the Company. The Company agrees to reasonably consult with Parent and its counsel prior to responding to any such comments and to provide Parent with copies of all such written responses (or if oral responses, summaries thereof).

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