Proxy with Respect to Shares Sample Clauses

Proxy with Respect to Shares. Stockholder hereby irrevocably appoints Transferors as its attorney and proxy, with full power of substitution, to vote or to act by consent in such manner as such attorney and proxy or its substitute shall, in its sole discretion, deem proper, and otherwise act with respect to all of the Shares which it is entitled to vote at any meeting of the stockholders (whether annual or special and whether or not an adjourned meeting) of Empire or to act by consent with respect to any action; provided, however, that Stockholder grants a proxy hereunder only with respect to the following matters that may be presented to the stockholders of Empire (the “Designated Matters”): (i) votes or consents with respect to the Letter Agreement (and, when and if executed, the Additional Agreements) and the Contemplated Transactions, including the Transfer; (ii) votes or consents with respect to any other matter relating to the consummation of the Contemplated Transactions with respect to which Stockholder may be entitled to vote; (iii) votes or consents with respect to any action or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Empire under the Letter Agreement (and, when and if executed, the Additional Agreements) or that would reasonably be expected to result in any of the conditions to the obligations of the parties under the Letter Agreement (and, when and if executed, the Additional Agreements) not being fulfilled; (iv) votes or consents with respect to any other matter that would reasonably be expected to prevent, interfere with or delay consummation of the Contemplated Transactions, including any transaction that would result in a breach of the Letter Agreement (and, when and if executed, the Additional Agreements) by Empire, including, but not limited to, (a) any reorganization or liquidation involving Empire, (b) any change in the board of directors of Empire, except as otherwise agreed to in writing by Transferors, or (c) any material change in the present capitalization of Empire; (v) votes or consents relating to any other material change in the corporate structure or business of Empire; (vi) votes or consents in favor and approval of the matters Stockholder has agreed to vote in favor of in Section l(a) hereof; and (vii) votes or consents against the matters Stockholder has agreed to vote against in Section l(b) hereof. This proxy is irrevocable, is coupled with an...
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Proxy with Respect to Shares. Shareholder hereby irrevocably appoints ---------------------------- Xxxxxxxx as its attorney and proxy, with full power of substitution, to vote in such manner as such attorney and proxy or its substitute shall, in its sole discretion, deem proper, and otherwise act with respect to all of the Shares which it is entitled to vote at any meeting of shareholders (whether annual or special and whether or not an adjourned meeting) of Xxxx-Xxxx; provided, -------- however, that Shareholder grants a proxy hereunder only with respect to the ------- following matters that may be presented to the shareholders of Xxxx-Xxxx (the
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Proxy with Respect to Shares. Stockholder hereby irrevocably appoints ---------------------------- WIC as its attorney-in-fact and proxy, with full power of substitution, to attend any and all meetings of the stockholders of Wiser and any adjournments thereof, to execute any and all written consents of stockholders of Wiser, to vote in such manner as such attorney and proxy or its substitute shall, in its sole discretion, deem proper, and otherwise act with respect to all of the Shares that it is entitled to vote at any meeting of stockholders (whether annual or special and whether or not an adjourned meeting) of Wiser; provided, -------- however, that Stockholder grants a proxy hereunder only with respect to the ------- following matters that may be presented to the stockholders of Wiser (the "Designated Matters"): -------------------
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Related to Proxy with Respect to Shares

  • Shares Subject to Agreement The Shares shall be subject to the terms and conditions of this Agreement. Except as otherwise provided in Section 5, no adjustment shall be made for dividends or other rights for which the record date is prior to the issuance of the Shares. The Company shall not be required to deliver any Shares until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Committee to be applicable are satisfied.

  • Prior Notice to Holder with Respect to Certain Matters With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder in writing of the proposed action and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that the Certificateholder has withheld consent or provided alternative direction:

  • Prior Notice to Holders with Respect to Certain Matters With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and no Certificateholder shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has withheld consent or provided alternative direction:

  • Registration Rights With Respect to the Securities (a) The Company agrees that it will prepare and file with the Securities and Exchange Commission ("Commission"), within ten (10) Trading Days after the date on which the staff of the Commission advises the Company that the staff has no further comments on the Form 10-SB, a registration statement (on Form SB-2 or S-1, or such other form as the Company may reasonably deem appropriate) under the Securities Act (the "Registration Statement"), at the sole expense of the Company (except as provided in Section 3(c) hereof), in respect of the Investors, so as to permit a public offering and resale of the Securities under the Act by the Investors as selling stockholders and not as underwriters. The Company shall use its best efforts to cause such Registration Statement to become effective within ninety (90) days from the required filing date, or, if earlier, within five (5) days of SEC clearance to request acceleration of effectiveness, but in any event no later than February 1, 2000. The number of shares designated in the Registration Statement to be registered shall include all the Warrant Shares, at least 200% of the shares issuable upon conversion of the Convertible Debenture assuming the Conversion Price were based upon the Market Price at the time of filing, and such number of shares as the Company deems prudent for the purpose of issuing shares of Common Stock as dividends on the Convertible Debenture, and shall include appropriate language regarding reliance upon Rule 416 to the extent permitted by the Commission. The Company will notify the Investors of the effectiveness of the Registration Statement within one Trading Day of such event. In the event that the number of shares so registered shall prove to be insufficient to register the resale of all of the Securities, then the Company shall be obligated to file, within thirty (30) days of notice from any Investor, a further Registration Statement registering such remaining shares and shall use diligent best efforts to prosecute such additional Registration Statement to effectiveness within ninety (90) days of the date of such notice.

  • Covenants of the Company With Respect to Registration In connection with any registration under Section 7.2 or 7.3 hereof, the Company covenants and agrees as follows:

  • Prior Notice with Respect to Certain Matters With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Servicer of record as of the preceding Record Date in writing of the proposed action and such Servicer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has withheld consent or provided alternative direction:

  • Rights with Respect to Restricted Stock (a) Except as otherwise provided in this Agreement, the Recipient shall have, with respect to all of the shares of Restricted Stock, whether Vested Shares or Non-Vested Shares, all of the rights of a holder of shares of common stock of the Company, including without limitation (i) the right to vote such Restricted Stock, (ii) the right to receive dividends, if any, as may be declared on the Restricted Stock from time to time, and (iii) the rights available to all holders of shares of common stock of the Company upon any merger, consolidation, reorganization, liquidation or dissolution, stock split-up, stock dividend or recapitalization undertaken by the Company; provided, however, that all of such rights shall be subject to the terms, provisions, conditions and restrictions set forth in this Agreement (including without limitation conditions under which all such rights shall be forfeited). Any Shares issued to the Recipient as a dividend with respect to shares of Restricted Stock shall have the same status and bear the same legend as the shares of Restricted Stock and shall be held by the Company, if the shares of Restricted Stock that such dividend is attributed to is being so held, unless otherwise determined by the Committee. In addition, notwithstanding any provision to the contrary herein, any cash dividends declared with respect to shares of Restricted Stock subject to this Agreement shall be held in escrow by the Committee until such time as the shares of Restricted Stock that such cash dividends are attributed to shall become Vested Shares, and in the event that such shares of Restricted Stock are subsequently forfeited, the cash dividends attributable to such portion shall be forfeited as well.

  • Amendments, Etc. With Respect to the Obligations Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Obligations made by the Purchasers may be rescinded by the Purchasers and any of the Obligations continued, and the Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Purchasers, and the Purchase Agreement and the other Transaction Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Purchasers may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Purchasers for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Purchasers shall have no obligation to protect, secure, perfect or insure any Lien at any time held by them as security for the Obligations or for the guarantee contained in this Section 2 or any property subject thereto.

  • Indemnification with Respect to Underwritten Offering In the event that Registrable Securities are sold pursuant to a Registration Statement in an underwritten offering, the Company agrees to enter into an underwriting agreement containing customary representations and warranties with respect to the business and operations of an issuer of the securities being registered and customary covenants and agreements to be performed by such issuer, including without limitation customary provisions with respect to indemnification by the Company of the underwriters of such offering.

  • Additional Securities Subject to Agreement Each Stockholder agrees that any other Company Equity Interests which it shall hereafter acquire by means of a stock split, stock dividend, distribution, exercise of warrants or options, purchase or otherwise shall be subject to the provisions of this Agreement to the same extent as if held on the date hereof.

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