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:
(1) Right to attend meeting of Shareholder as the proxy of the Shareholder;
(2) Right to make decisions as the proxy of the Shareholder on issues to be deliberated by the Shareholder (including but not limited to the designation and election of directions, general manager and other senior management of Shanghai Xinwan);
(3) Any voting rights of the Shareholder as prescribed by law;
(4) Other voting rights of Shareholder under the articles of incorporation of Shanghai Xinwan (including any other voting rights of Shareholder under revised and restated articles of incorporation);
(5) Right to endorse any meeting minutes and resolutions of meeting of Shareholder or other legal documents; and
(6) Right to submit documents to relevant business registration agency for filing and archiving as the proxy of the Shareholder. Shanghai Xinwan 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.: , together with the above trustee collectively referred to as “Trustee”) to exercise the following rights (together with the above trusted rights collectively referred to as “Trusted Rights”) of it as shareholder of its subsidiary in line with the articles of incorporation of such subsidiary in force at the time:
(1) Right to attend meeting of shareholder as the proxy of Shanghai Xinwan;
(2) Right to make decisions as the proxy of Shanghai Xinwan on issues to be deliberated by Shanghai Xinwan (including but not limited to the designation and election of directions, general manager and other senior management of the subsidiary of Shanghai Xinwan);
(3) Any voting rights of Shanghai Xinwan as the shareholder of its subsidiary as prescribed by law;
(4) Other voting rights of shareholder under the articles of incorporation of the subsidiary of Shanghai Xinwan (including any other voting rights of shareholder under revised and restated articles of incorporation);
(5) Right to endorse any meeting minutes an...
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. 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. 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 Shares subject to an Award or to be issued pursuant to an Award or any other Securities, shall, unless otherwise determined by the Committee, be subject to an irrevocable proxy and power of attorney by the Grantee, the Representative or the Trustee (if so requested by the Company), as the case may be, to the Company, which shall designate such person or persons (with a right of substitution) from time to time as determined by the Committee (and in the absence of such determination, the CEO or Chairman of the Board, ex officio). Each of the Trustee and the Representative is deemed to be instructed by the Grantee to sign such proxy, as requested by the Company. The proxy shall entitle the holder thereof to receive notices, vote and take such other actions in respect of the Shares or other Securities. Any person holding or exercising such voting proxies shall do so solely in his capacity as the proxy holder and not individually. All Awards granted hereunder shall be conditioned upon the execution of such irrevocable proxy in substantially the form prescribed by the Committee from time to time. So long as any such Shares are subject to such irrevocable proxy and power of attorney or held by a the Representative or the Trustee (and unless a proxy was given by them as aforesaid), (i) in any shareholders meeting or written consent in lieu thereof, such Shares shall be voted by the proxy holder (or the Trustee or Representative, as applicable),unless directed otherwise by the Board, in the same proportion as the result of the vote at the shareholders’ meeting (or written consent in lieu thereof) in respect of which the Shares are being voted (whether an extraordinary or annual meeting, and whether of the share capital as one class or of any class thereof), and (ii) or in any act or consent of shareholders under the Company’s Articles of Association or otherwise, such Shares shall be cast by the proxy holder (or the Trustee or Representative, as applicable), unless directed otherwise by the Board, in the same proportion as the result of the shareholders’ act or consent. The provisions of this Section shall apply to the Grantee and to any purchaser, assignee or transferee of any Shares.
Voting Proxy. Subject to the rights of the Senior Creditors for so long as the Senior Security Interests shall continue, the Pledgor hereby grants to the Collateral Agent on behalf of the Secured Party an irrevocable proxy, exercisable at such time as the Senior Obligations shall have been paid in full, to vote, upon the occurrence of an Event of Default (as hereinafter defined), the Pledged Shares with respect to the matters contained in Article XII of the Articles of Incorporation of the FMARC Entities, which proxy shall continue until the Final Date, subject to the rights of the Senior Creditors for so long as the Senior Security Interests shall continue. UDC will provide written notice to the Collateral Agent and the Pledgor in the event that (i) the Senior Obligations are paid in full, (ii) the Final Date has occurred or (iii) an Event of Default has occurred. The Pledgor represents and warrants that it has directed the FMARC Entities, in accordance with Section 217 of the Delaware General Corporation Law, to reflect on their respective books the right of the Collateral Agent to vote the FMARC Collateral, as applicable, on behalf of the Secured Party, exercisable at such time as the Senior Obligations shall have been paid in full, and only on the occurrence of an Event of Default (as defined below). Upon the request of the Collateral Agent or the Secured Party, the Pledgor shall deliver to the Collateral Agent such further evidence of such irrevocable proxy or such further irrevocable proxy exercisable at 8 such time as the Senior Obligations shall have been paid in full, and only on the occurrence of an Event of Default (as defined below), to vote the FMARC Collateral as the Collateral Agent or the Secured Party may request pursuant hereto. The Collateral Agent shall exercise all such rights to vote the FMARC Collateral granted hereunder in accordance with the written directions given by the Secured Party.
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. 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.
