Voting Rights Proxy. 1.1 The Shareholders hereby irrevocably agree that after the Sole Corporation appoint someone other than staff of the Sole Corporation as an Assignee (definite as follows), the Shareholders will execute the Power of Attorney of which the content and format are as stated in Schedule II of this Agreement, authorizing the person designated by the Sole Corporation at that time (the “Assignee”) to, at his own will and discretion and on behalf of the Shareholders, exercise the following rights respectively enjoyed by the Shareholders under the articles of association of the Company then effective. (“Delegated Right”):
Voting Rights Proxy. (a) EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS COLLATERAL AGENT AS ITS PROXY AND ATTORNEY-IN-FACT FOR SUCH GRANTOR WITH RESPECT TO THE PLEDGED EQUITY INTERESTS WITH THE RIGHT TO, DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, TAKE ANY OF THE FOLLOWING ACTIONS (I) TRANSFER AND REGISTER IN ITS NAME OR IN THE NAME OF ITS NOMINEE THE WHOLE OR ANY PART OF THE PLEDGED EQUITY INTERESTS, (II) VOTE THE PLEDGED EQUITY INTERESTS, WITH FULL POWER OF SUBSTITUTION TO DO SO, (III) RECEIVE AND COLLECT ANY DIVIDEND OR OTHER PAYMENT OR DISTRIBUTION IN RESPECT OF OR IN EXCHANGE FOR THE PLEDGED COLLATERAL OR ANY PORTION THEREOF, TO GIVE FULL DISCHARGE FOR THE SAME AND TO INDORSE ANY INSTRUMENT MADE PAYABLE TO PLEDGOR FOR SAME, (IV) EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF THE PLEDGED EQUITY INTERESTS WOULD BE ENTITLED (INCLUDING, WITH RESPECT TO THE PLEDGED EQUITY INTERESTS, GIVING OR WITHHOLDING WRITTEN CONSENTS OF MEMBERS, CALLING SPECIAL MEETINGS OF MEMBERS AND VOTING AT SUCH MEETINGS), AND (V) TAKE ANY ACTION AND TO EXECUTE ANY INSTRUMENT WHICH COLLATERAL AGENT MAY DEEM NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT. THE APPOINTMENT OF COLLATERAL AGENT AS PROXY AND ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST AND SHALL BE VALID AND IRREVOCABLE UNTIL (X) THE SECURED OBLIGATIONS HAVE BEEN INDEFEASIBLY PAID IN FULL IN ACCORDANCE WITH THE PROVISIONS OF THE CREDIT AGREEMENT and THE OTHER CREDIT DOCUMENTS AND, (Y) ALL THE SECURED OBLIGATIONS HAVE BEEN PAID IN FULL AND THE COMMITMENTS UNDER THE CREDIT AGREEMENT HAVE EXPIRED OR BEEN TERMINATED (THE OCCURRENCE OF EACH OF THE FOREGOING, THE “TERMINATION DATE”); IT BEING UNDERSTOOD THAT SUCH SECURED OBLIGATIONS AND COMMITMENTS WILL CONTINUE TO BE EFFECTIVE OR AUTOMATICALLY REINSTATED, AS THE CASE MAY BE, IF AT ANY TIME PAYMENT, IN WHOLE OR IN PART, OF ANY OF THE SECURED OBLIGATIONS IS RESCINDED OR MUST OTHERWISE BE RESTORED OR RETURNED BY THE COLLATERAL AGENT, ADMINISTRATIVE AGENT OR ANY LENDER FOR ANY REASON, INCLUDING AS A PREFERENCE, FRAUDULENT CONVEYANCE, OR OTHERWISE UNDER ANY BANKRUPTCY, INSOLVENCY, OR SIMILAR LAW, ALL AS THOUGH SUCH PAYMENT HAD NOT BEEN MADE; IT BEING FURTHER UNDERSTOOD THAT IN THE EVENT PAYMENT OF ALL OR ANY PART OF THE SECURED OBLIGATIONS IS RESCINDED OR MUST BE RESTORED OR RETURNED, ALL REASONABLE OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS) INCURRED BY THE COLLATERAL ...
Voting Rights Proxy. 1.1 Each Shareholder hereby irrevocably undertakes to execute a power of attorney in the form and substance of Schedule I hereto upon entry into this Agreement, and each Shareholder shall empower an individual(s) then designated by the WFOE and approved by the Cayman Company (the “Proxy”), to exercise on behalf of such Shareholder in a manner consented to by the Cayman Company the following rights such Shareholder shall be entitled to in its capacity as a shareholder of the Company in accordance with then effective articles of association of the Company (collectively the “Proxy Rights”):
Voting Rights Proxy. 1.1 The Shareholder hereby irrevocably authorizes WFOE or the designee designated by WFOE (the “Designee”) at its sole discretion, acting on behalf of itself as its exclusive agent and attorney with respect to all matters concerning its shareholder’s rights as shareholder of Gridsum Holdco, to exercise including without limitation the following rights (the “Entrusted Rights”) during the term of this Agreement pursuant to the then valid and effective article of association of Gridsum Holdco:
Voting Rights Proxy. Effective upon the applicable closing at which CITIC acquires Shares, if any, CITIC will execute and deliver a proxy appointing Mr. Xxxxxx Suning Tian, the sole shareholder of PacificInfo, as CITIC’s attorney-in-fact and proxy, with full power of substitution, for and in CITIC’s name, to vote, express consent or dissent, or otherwise utilize that voting power with respect to any Shares held by CITIC.
Voting Rights Proxy. Following the issuance of the Conversion Shares as security pursuant to this Agreement and prior to the conversion of the Note into the Conversion Shares, if any, in the event of a CoConnect, Inc. shareholder vote, the Conversion Shares held as Collateral shall be voted with the majority vote of any such shareholder vote and action and the Holder hereby grants an irrevocable proxy to the Debtor to vote the shares as such. Following conversion of the Note, the Conversion Shares may be voted by the Holder as they see fit.
Voting Rights Proxy. 1.1 The Entrusting Party hereby irrevocably entrusts Xx Xxxxxxx to exercise the Voting Rights on his or her behalf at the shareholders’ meeting of the Company and exercise all his or her Voting Rights as shareholder of the Company as have been given to him or her or by law and under the Memorandum and Articles of Association of the Company (including but not limited to the right to make resolutions at the shareholders’ meeting) (the “Irrevocable Proxy”).
Voting Rights Proxy. 1.1 The Shareholders hereby irrevocably undertake that they will execute the Power of Attorney respectively after the execution of this Agreement, to appoint the individual designated by Dayin Technology at that time (hereinafter referred to the “Assignee”) to, on behalf of the Shareholders, exercise the following rights respectively enjoyed 2/7 by the Shareholders under the articles of association of Zhaoyan Technology then effective (“Delegated Rights”):
Voting Rights Proxy. 8.3.1 Except as specifically set forth in this Agreement or as otherwise required by applicable law, Members holding Class A Units or Class B Units shall vote together as a single class and a Member shall be entitled to one (1) vote for each Class A Unit and for each Class B Unit held by such Member in connection with the election of Directors and on all matters to be voted upon by the Members of the Company.
