Xxxxx of Proxy Sample Clauses

Xxxxx of Proxy. Should the provisions of this Agreement be -------------- construed to constitute the granting of proxies, such proxies shall be deemed coupled with an interest and are irrevocable for the term of this Agreement.
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Xxxxx of Proxy. Each Stockholder hereby irrevocably appoints each of the Chief Executive Officer, President and Chief Financial Officer of Parent, each with full power of substitution (each such individual and his substitutes being referred to herein as the "PROXY"), as attorneys and proxies to vote all Company Common Stock on all matters referred to in Section 2.01A as to which such Stockholder is entitled to vote at a meeting of the stockholders of the Company or to which he is entitled to express consent or dissent to corporate action in writing without a meeting, in the Proxy's absolute, sole and binding discretion. Each Stockholder agrees to refrain from taking any action contrary to or in any manner inconsistent with the terms of this Agreement. Each Stockholder agrees that this grant of proxy is irrevocable and coupled with an interest and agrees that a person designated as Proxy pursuant hereto may, at any time, name any other person as his substituted Proxy to act pursuant hereto, either as to a specific matter or as to all matters. Each Stockholder hereby revokes any proxy previously granted by him or her with respect to voting his or her shares of Company Common Stock. In discharging its powers under this Agreement, the Proxy may rely upon advice of counsel to Parent, and any vote made or action taken by the Proxy in reliance upon such advice of counsel shall be deemed to have been made in good faith by the Proxy. This grant of proxy shall terminate upon the termination of this Agreement pursuant to Article VIII hereof.
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Xxxxx of Proxy. Without waiving or limiting the rights of the Stockholders either in their individual capacities or in their capacities as stockholders of the Company, each Stockholder hereby irrevocably appoints each of the Chief Executive Officer, President and Chief Financial Officer of Parent, each with full power of substitution (each such individual and his substitutes being referred to herein as the "PROXY"), as attorneys and proxies to vote all Company Common Stock on all matters referred to in Section 2.01A as to which such Stockholder is entitled to vote at a meeting of the stockholders of the Company or to which he is entitled to express consent or dissent to corporate action in writing without a meeting, in the Proxy's absolute, sole and binding discretion. Each Stockholder agrees to refrain from taking any action contrary to or in any manner inconsistent with the terms of this Agreement. Each Stockholder agrees that this grant of proxy is irrevocable and coupled with an interest and agrees that a person designated as Proxy pursuant hereto may, at any time, name any other person as his substituted Proxy to act pursuant hereto, either as to a specific matter or as to all matters. Each Stockholder hereby revokes any proxy previously granted by him or her with respect to voting his or her shares THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. of Company Common Stock. In discharging its powers under this Agreement, the Proxy may rely upon advice of counsel to Parent, and any vote made or action taken by the Proxy in reliance upon such advice of counsel shall be deemed to have been made in good faith by the Proxy. This grant of proxy shall terminate upon the termination of this Agreement pursuant to Article VIII hereof.
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Xxxxx of Proxy. In furtherance and not in limitation of the foregoing, each Stockholder hereby grants to, and appoints, the Parent and each of Messrs. Stefan Rover and Xxxxxxx Xxxxxx, in their respective capacities as officers of the Parent, and any individual who shall hereafter succeed any such officer of the Parent, and any other designee of the Parent, each of them individually, its irrevocable proxy and attorney-in-fact (with full power of substitution and resubstitution) to vote the Shares as indicated in this Article I. Each Stockholder intends this proxy to be irrevocable and coupled with an interest and will take such further action and execute such other instruments as may be necessary to effectuate the intent of this proxy. Each Stockholder hereby revokes any and all previous proxies with respect to such Stockholder's Shares or any other voting securities of the Company that relate to the approval of the Merger Agreement.
Sample 1
Xxxxx of Proxy. Each Stockholder hereby irrevocably grants a proxy to, and appoints, Parent and any designee of Parent, and each of them individually, as his, her or its proxies and attorneys-in-fact, with full power of substitution and resubstitution, for and in such Stockholder’s name, place and stead, solely to the extent necessary to permit Parent or such designee of Parent to vote, act by written consent or execute and deliver a proxy to vote or grant a written consent during the period commencing on the date hereof and ending on the Expiration Date with respect to all of such Stockholder’s Covered Shares in accordance with, and only in accordance with and to the extent of the matters addressed in, Section 2.1 hereof. This proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement by Parent and Merger Sub, and to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest by reason of the Merger Agreement and (ii) executed and intended to be irrevocable in accordance with the provisions of Section 21.369 of the Texas Business Organizations Code (the “TBOC”), (b) revokes any and all prior proxies granted by such Stockholder with respect to its Covered Shares and agrees that, prior to the Expiration Date, no subsequent proxy will be given by such Stockholder (and if given shall be ineffective) and (c) ratifies and confirms all that the proxies appointed hereunder may lawfully do or cause to be done in accordance with the terms hereof. Each Stockholder shall take such further action or execute such other instruments as may be necessary or desirable to effectuate the intent of this proxy in accordance with the relevant provisions of the TBOC or any other applicable Law. The power of attorney granted by such Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement in accordance with Section 5.1. None of Parent, any Parent Related Party or any Representative of any of them, shall incur any liability or obligation to any Stockholder, directly or indirectly, in connection with, or as a result of, any exercise of the proxy granted to Parent or any designee of Parent in accordance with this Agreement.
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Xxxxx of Proxy. Beginning on the Closing Date and ending on the date on which RGC no longer holds any Retained Series B Preferred Shares, Restricted Conversion Shares, Retained Conversion Shares, Warrant Shares or Warrants (the "PROXY PERIOD"), RGC hereby appoints Purchaser the true and lawful attorneys in fact and proxies of RGC to vote all shares of Common Stock held by RGC during the Proxy Period with the same force and effect as RGC would be entitled to vote if personally present at any meeting in which such shares may be voted (the "PROXY").
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Xxxxx of Proxy. Upon the failure of any Shareholder to vote such Shareholders’ Shares in accordance with the terms of this Section 2 following reasonable prior notice of such required vote, such Shareholder hereby grants to Investor (or at Investor’s option, an individual designated by the Board) a proxy coupled with an interest in all Shares owned by such Shareholder to vote all such Shares in the manner provided in this Section 2 with respect to the matter for which such Shareholder failed to vote. Such proxy shall be irrevocable for so long as Investor is entitled to designate individuals to serve on the Board pursuant to Section 2.2.
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Related to Xxxxx of Proxy

  • Grant of Proxy Should the provisions of this Agreement be construed to constitute the granting of proxies, such proxies shall be deemed coupled with an interest and are irrevocable for the term of this Agreement.

  • Voting Agreement Grant of Proxy The Stockholder hereby covenants and agrees that:

  • Appointment of Proxy Each Shareholder hereby (a) irrevocably appoints Proxy as his or her attorney-in-fact and (b) irrevocably grants and assigns to Proxy any and all voting rights such Shareholder may now have, or may during the Term of this Agreement acquire, all with respect to the Stock owned by such Shareholder.

  • Voting of Proxies The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets and authorizes the Subadviser to delegate further such discretionary authority to a designee. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund’s security. The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and establish a process for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act, and Form N-CSR under the Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively.

  • Solicitation of Proxies Financial Institution agrees not to solicit or cause to be solicited directly, or indirectly, at any time in the future, any proxies from the shareholders of any or all of the Funds in opposition to proxies solicited by management of any Fund, unless a court of competent jurisdiction shall have determined that the conduct of a majority of the Board of the Fund constitutes willful misfeasance, bad faith, gross negligence or reckless disregard of their duties. This Paragraph will survive the term of this Agreement.

  • Grant of Irrevocable Proxy; Appointment of Proxy (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, THE UNITHOLDERS EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, XXX X’XXXXXX AND XXXXXXX X. XXXX, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, AS THE UNITHOLDERS’ PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP CONFLICTS COMMITTEE OR THE WMLP CONFLICTS COMMITTEE, AS APPLICABLE) AND COUPLED WITH AN INTEREST AND EACH UNITHOLDER WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY THE UNITHOLDERS WITH RESPECT TO THE COVERED UNITS (AND EACH UNITHOLDER HEREBY REPRESENTS TO WMLP AND TMLP THAT ANY SUCH OTHER PROXY IS REVOCABLE).

  • Preparation of Proxy Statement Xxxxx shall prepare and file with the SEC the Proxy Statement at the earliest practicable date after the Offer has expired or terminated (unless 90% or more of outstanding Xxxxx Common Stock is acquired by Merger Sub pursuant to the Offer or Xxxxx Common Stock ceases to be registered under the Exchange Act in accordance with applicable law); and shall use all reasonable efforts to have the Proxy Statement cleared by the SEC. If at any time prior to the Effective Time any event shall occur that is required to be set forth in an amendment of or a supplement to the Proxy Statement, Xxxxx shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Buyer, Merger Sub and Xxxxx shall cooperate with each other in the preparation of the Proxy Statement, and Xxxxx shall promptly notify Buyer of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall promptly provide to Buyer copies of all correspondence between Xxxxx or any representative of Xxxxx and the SEC with respect to the Proxy Statement. Xxxxx shall give Buyer and its counsel the opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. If the Proxy Statement is required to be filed with the SEC, each of Xxxxx, Buyer and Merger Sub agrees to use all reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement to be mailed to the holders of Xxxxx Common Stock entitled to vote at the Shareholder Meeting at the earliest practicable time.

  • Agreement to Vote Shares The Stockholder agrees that, from and after the date hereof until the Expiration Date (as defined below), at any meeting of the stockholders of the Buyer (or adjournment or postponement thereof), or in connection with any written consent of the stockholders of the Buyer, with respect to the Merger, the Agreement and Plan of Merger or any Acquisition Proposal, Stockholder shall:

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