Xxxxx and Xxxxxx X. Xxxxxxxx, Xx., and each of them (collectively, the "Proxies"), as his sole and exclusive proxies, with full power of substitution and resubstitution, to vote and exercise all voting rights (to the fullest extent that Kaman is entitled to do so) with respect to the 234,626 shares of Class A Common Stock, par value $1.00 per share (the "Class A Stock"), of Kaman Corporation (the "Company"), evidenced by the certificate numbers set forth on Annex A, registered in the name of Kaman on the books and records of the Company over which the GPA Attorney-in-Fact has voting power under the terms of the General Power of Attorney, and any additional shares of Class A Stock that the General Power of Attorney may thereafter govern (collectively, the "Shares"). Upon execution and delivery of this Irrevocable Proxy by Kaman, any and all prior proxies given by Kaman with respect to any Shares are hereby revoked and Kaman agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date that are inconsistent with the purpose and intent of this Irrevocable Proxy, as set forth in clauses (i) and (ii) of the fourth Paragraph hereof. This Irrevocable Proxy is irrevocable (to the fullest extent provided in the Connecticut Business Corporation Act), is coupled with an interest, which Kaman hereby acknowledges, and is granted in consideration of Kaman, the Company and others entering into the Agreement, dated as of June 7, 2005 (the "Agreement"). Capitalized terms used but not defined in this Irrevocable Proxy shall have the meanings ascribed thereto in the Agreement. This Irrevocable Proxy shall become effective promptly upon the occurrence of the end of the Permitted Termination Period and terminate on the Expiration Date. The Proxies named above are hereby authorized and empowered by Kaman, at any time and from time to time on or prior to the Expiration Date, to act as Kaman's proxy to vote the Shares, and to exercise all voting rights of Kaman with respect to the Shares (including, without limitation, the power to execute and deliver written consents pursuant to the Connecticut Business Corporation Act and to be counted in determining whether a quorum is present at any meeting of the shareholders of the Company), at any annual, special or adjourned meeting of the shareholders of the Company for the purpose of (i) approving whichever of the Proposed Recapitalization or the Substitute Recapitalization Proposal is then recommended by the Board i...
Xxxxx and Xxxxxx X. Xxxxxxs xx xxx Xxxxxxrs uxxxx xxxx Xxxxxxx Agreement, and those persons hereinafter admitted as Members.
Xxxxx and Xxxxxx X. Xxxxxxx are the directors of Azimuth and consequently may be deemed to have shared voting control and investment discretion over securities owned by Azimuth. The foregoing should not be construed in and of itself as an admission by Xx. Xxxxx or Xx. Xxxxxxx as to the beneficial ownership of the securities owned by Azimuth.
Xxxxx and Xxxxxx X. Xxxxiss xxx xxxxx xersonx xxxxxxxxxxx xxxitted as Members, to become effective upon the effective date of the Company's Subchapter M Transition (as defined herein).
Xxxxx and Xxxxxx X. Xxxxx are reasonably acceptable to the Corporate Governance Committee of the Board as of the date hereof to serve as Independent Directors.
Xxxxx and Xxxxxx X. Xxxxxx If to a Holder other than Advent, JPDN, Fifth Third or FTPS Partners, or to a transferee Holder, to the address of such Holder set forth in the transfer documentation provided to the Company; or at such other address as such party each may specify by written notice to the others.
Xxxxx and Xxxxxx X. Xxxxx-Xxxxx.
Xxxxx and Xxxxxx X. Xxxxx perform certain services for the Companies with respect to the business of the Stations, including, but not limited to, FCC regulatory compliance, filing of FCC applications and reports, management of the Stations' finances, programming, personnel and payroll, review and filing of state and federal tax returns and any other necessary state filings for the Companies, and general duties as officers and directors of the Companies.
Xxxxx and Xxxxxx X. Xxxxx-Xxxxx non-qualified stock options for each to purchase shares of ABT common stock in accordance with a schedule set forth in a Non-Qualified Stock Option Agreement, in the form annexed hereto as EXHIBIT 3(E)(2).
Xxxxx and Xxxxxx X. Xxxxxxxx, Xx., and each of them (collectively, the "Proxies"), as its sole and exclusive proxies, with full power of substitution and resubstitution, to vote and exercise all voting rights (to the fullest extent that Oldgate is entitled to do so) with respect to the 148,850 shares of Class A Common Stock, par value $1.00 per share (the "Class A Stock"), of Kaman Corporation (the "Company"), evidenced by the certificate numbers set forth on Annex A, registered in the name of Oldgate on the books and records of the Company over which Oldgate has voting power under Sections 4.01 and 4.02 of the Oldgate Limited Partnership Agreement of Limited Partnership, dated December 18, 1996 (the "Oldgate Partnership Agreement"), and any additional shares of Class A Stock that the Oldgate Partnership Agreement may thereafter govern (collectively, the "Shares"). Upon execution and delivery of this Irrevocable Proxy by Oldgate, any and all prior proxies given by Oldgate with respect to any Shares are hereby revoked and Oldgate agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date that are inconsistent with the purpose and intent of this Irrevocable Proxy, as set forth in clauses (i) and (ii) of the fourth Paragraph hereof. This Irrevocable Proxy is irrevocable (to the fullest extent provided in the Connecticut Business Corporation Act), is coupled with an interest, which Oldgate hereby acknowledges, and is granted in consideration of Oldgate, the Company and others entering into the Agreement, dated as of June 7, 2005 (the "Agreement"). Capitalized terms used but not defined in this Irrevocable Proxy shall have the meanings ascribed thereto in the Agreement. This Irrevocable Proxy shall become effective promptly upon the occurrence of the end of the Permitted Termination Period and terminate on the Expiration Date. The Proxies named above are hereby authorized and empowered by Oldgate, at any time and from time to time on or prior to the Expiration Date, to act as Oldgate's proxy to vote the Shares, and to exercise all voting rights of Oldgate with respect to the Shares (including, without limitation, the power to execute and deliver written consents pursuant to the Connecticut Business Corporation Act and to be counted in determining whether a quorum is present at any meeting of the shareholders of the Company), at any annual, special or adjourned meeting of the shareholders of the Company for the purpose of (i) approving whi...
