Voting Proxy. Until immediately after the listing for trading on a stock exchange or market or trading system of the Company’s (or the Successor Corporation’s) Shares, the right to vote any Shares acquired under the Plan pursuant to an Award shall, unless otherwise determined by the Committee, be given by the Grantee or the Trustee (if so requested from the Trustee and agreed by the Trustee), as the case may be, pursuant to an irrevocable proxy, to the person or persons designated by the Board. All Awards granted hereunder shall be conditioned upon the execution of such irrevocable proxy. So long as any such Shares are held by a Trustee (and unless a proxy was given by the Trustee as aforesaid), such Shares shall be voted by the Trustee, and unless the Trustee is directed otherwise by the Board, such Shares shall be voted in the same proportion as the result of the shareholder vote at the shareholders meeting or written consent in respect of which the Shares held by the Trustee are being voted. Any irrevocable proxy granted pursuant hereto shall be of no force or effect immediately after the immediately after the listing for trading on a stock exchange or market or trading system of the Company’s (or the Successor Corporation’s) Shares.
Voting Proxy. 1.1 The Shareholder hereby irrevocably undertakes that it will, upon WFOE's written notification during the term of this Agreement and subject to the stipulations of Article 1.2 of this Agreement, sign a Power of Attorney to authorize ( , ID Card No.: ) to exercise the following rights of it as Shareholder of Shanghai Xinwan in line with the articles of incorporation of Shanghai Xinwan in force at the time:
Voting Proxy. By entering into this Agreement and purchasing the Shares, during the period beginning as of the date hereof and ending upon the consummation of a Public Offering, the Employee hereby irrevocably grants to and appoints the Investors collectively (to act by unanimous consent) as the Employee’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Employee, to vote or act by written consent with respect to the Employee’s Shares. The Employee hereby affirms that the irrevocable proxy set forth in this Section 3(g) will be valid until the consummation of a Public Offering and is given to secure the performance of the obligations of the Employee under this Agreement. The Employee hereby further affirms that the proxy hereby granted shall be irrevocable and shall be deemed coupled with an interest and shall extend for the term of this Agreement, or, if earlier, until consummation of a Public Offering or the last date permitted by law. For the avoidance of doubt, except as expressly contemplated by this Section 3(g), the Employee has not granted and shall not grant a proxy to any Person other than the Investors to exercise the rights of the Employee under this Agreement or any other agreement relating to the Shares to which the Employee is a party.
Voting Proxy. By entering into this Agreement and purchasing the Shares, the Employee hereby irrevocably grants to and appoints the Investors collectively (to act by unanimous consent) as such Employee’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Employee, to vote or act by unanimous written consent with respect to such Employee’s Shares. The Employee hereby affirms that the irrevocable proxy set forth in this Section 3(g) will be valid until the consummation of a Public Offering. The Employee hereby further affirms that the proxy hereby granted shall be irrevocable and shall be deemed coupled with an interest and shall extend until the consummation of a Public Offering or, if earlier, until the last date permitted by law. For the avoidance of doubt, except as expressly contemplated by this Section 3(g), the Employee has not granted a proxy to any Person to exercise the rights of such Employee under this Agreement or any other agreement relating to the Shares to which such Employee is a party.
Voting Proxy. Each Individual Founder and the Founder Trusts affiliated with such Individual Founder hereby grants, effective upon such Individual Founder’s death or Disability a voting proxy, coupled with an interest in all Shares of such Individual Founder and her Founder Trusts, to the other Individual Founder to vote or to deliver or not deliver consent in writing or by electronic transmission, in any election or re-election of directors of the Company or in any vote of stockholders regarding the removal from the Board of any Individual Founder or Tulco Director, all such Shares in the manner provided in Sections 1.2 and 1.3 hereof (the “Voting Proxy”); provided that, effective upon the death or Disability of the sole remaining Individual Founder or upon the simultaneous death or Disability of both Individual Founders, the Voting Proxy shall automatically transfer to the Special Proxyholder, in which case all such Shares shall be voted by the Special Proxyholder in the manner provided in Sections 1.2(b) and 1.3 hereof. Notwithstanding the foregoing, upon the death or Disability of the first Individual Founder to die or become Disabled, if (i) there are any Shares that are held in an irrevocable trust of which the surviving Individual Founder is the grantor, (ii) the Company would be treated as a controlled corporation with respect to such surviving Individual Founder as defined in Section 2036(b)(2) of the Internal Revenue Code, and (iii) pursuant to this Section 2, the Voting Proxy over such shares would transfer to such surviving Individual Founder, the Voting Proxy shall instead transfer to the Special Proxyholder, and the Special Proxyholder shall have full power and authority, and hereby agrees, to vote the Shares held in such trust in accordance with Section 1.2(b) and 1.3 hereof. The Voting Proxy, with respect to each such Share, is coupled with an interest and shall be irrevocable and shall terminate, with respect to such Share, upon the earliest to occur of (i) the termination of this Agreement pursuant to its terms; (ii) such time as this Section 2 is amended to remove such grant of proxy in accordance with Section 8.6 hereof; and (iii) such Share is converted into a share of Class A Common Stock pursuant to Section 7 of Part A of Article IV of the Certificate of Incorporation.
Voting Proxy. Stockholder hereby grants to the Agents an irrevocable proxy to vote Stockholder’s Shares and to exercise all other rights, powers, privileges and remedies to which a holder of Stockholder’s Shares or other equity interests in Company would be entitled (including without limitation giving or withholding written consents of unitholders, members or partners, as applicable, calling special meetings of unitholders, members or partners, as applicable, and voting at such meetings), which proxy is coupled with an interest and shall be effective, automatically and without the necessity of any action (including any transfer of any of Stockholder’s Shares on the record books of the issuer thereof) by any other person (including the issuer of Stockholder’s Shares or any officer or agent thereof), upon the execution of this Agreement.
Voting Proxy. The Subscriber shall appoint the Chief Executive Officer of the Company (the “CEO”), or his or her successor, as the Subscriber’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to, consistent with this instrument and on behalf of the Subscriber, (i) vote all Securities held of record by Subscriber (including any shares of the Company’s capital stock that the Subscriber may acquire in the future), (ii) give and receive notices and communications, (iii) execute any written consent, instrument or document that the CEO determines is necessary or appropriate at the CEO’s complete discretion, and (iv) take all actions necessary or appropriate in the judgment of the CEO for the accomplishment of the foregoing. The proxy and power granted by the Subscriber pursuant to this Section 7 are coupled with an interest. Such proxy and power will be irrevocable. The proxy and power, so long as the Subscriber is an individual, will survive the death, incompetency and disability of the Subscriber and, so long as the Subscriber is an entity, will survive the merger or reorganization of the Subscriber or any other entity holding the Securities. Such proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the Subscriber (including any transferee of any Subscriber); any transferee receiving the Subscriber’s Securities (or any portion thereof) shall agree to be bound by the provisions of this Section 7. However, the proxy will terminate upon the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale of Common Stock or the effectiveness of a registration statement under the Exchange Act covering the Common Stock. If any provision of this proxy or any part of any this Section 7 is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) the invalidity or unenforcea...
Voting Proxy. By entering into this Agreement and purchasing the Shares, the Employee hereby irrevocably grants to and appoints the CD&R Investors collectively (to act by unanimous consent) as such Employee’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Employee, to vote or act by unanimous written consent with respect to such Employee’s Shares. The Employee hereby affirms that the irrevocable proxy set forth in this Section 3(g) will be valid until the consummation of a Public Offering and is given to secure the performance of the obligations of such Employee under this Agreement. The Employee hereby further affirms that the proxy hereby granted shall be irrevocable and shall be deemed coupled with an interest and shall extend for the term of this Agreement, or, if earlier, until the last date permitted by law. For the avoidance of doubt, except as expressly contemplated by this Section 3(g), the Employee has not granted a proxy to any Person to exercise the rights of such Employee under this Agreement or any other agreement relating to the Shares to which such Employee is a party.
Voting Proxy. Each Executive Investor hereby appoints the New Capital Investor as his true and lawful proxy and attorney-in fact, with full power of substitution, to vote all of such Executive Investor's Pledged Shares on all matters to be voted on by the Company's shareholders. These proxies and powers granted by each Executive Investor pursuant to this paragraph 4G are coupled with an interest, and are given to secure each Executive Investor's obligations to the New Capital Investor under this Agreement. Such proxies and powers shall be irrevocable with respect to each such Pledged Share (and shall survive the death, disability, incompetency, or bankruptcy of such Executive Investor) until such time as such Pledged Share becomes Vested Class C Common pursuant to the provisions of this Agreement and thereby ceases to be a Pledged Share, at which time such proxy shall be deemed revoked with respect to such share (but not with respect to any shares of such holder that remain Pledged Shares).
Voting Proxy. Prior to the vesting thereof, the Employee hereby irrevocably grants to the Investors the same voting proxy with respect to the Restricted Stock as would apply pursuant to Section 3 of the Subscription Agreement if the shares of Restricted Stock were Vested Shares.
