Common Contracts
55 similar Irrevocable Proxy contracts by May & Speh Inc, Acxiom Corp, iVoice Technology, Inc., others
EXHIBIT 2 Irrevocable Proxy This Proxy is irrevocable (during the term of the Voting Agreement, as hereinafter defined), is coupled with an interest and is granted in connection with, and as security for, the Voting Agreement, dated as of the date...Irrevocable Proxy • December 9th, 2008 • Nierenberg Investment Management Co • Miscellaneous electrical machinery, equipment & supplies
This Proxy is irrevocable (during the term of the Voting Agreement, as hereinafter defined), is coupled with an interest and is granted in connection with, and as security for, the Voting Agreement, dated as of the date hereof (the "Voting Agreement"), between Electro Scientific Industries, Inc., an Oregon corporation (the "Company"), and each of the undersigned Owners of shares of capital stock of the Company (each, a "Shareholder"). This Proxy shall remain in effect for so long as the Voting Agreement remains in effect. Capitalized terms used in this Proxy and not otherwise defined shall have the meanings set forth in the Voting Agreement.
Shares subject to this Irrevocable Proxy: -------Irrevocable Proxy • December 18th, 2006 • First American Capital Corp /Ks • Life insurance
Exhibit 9.2 IRREVOCABLE PROXY ----------------- The undersigned shareholder of iVoice Technology, Inc., a New Jersey corporation (the "Company"), pursuant to the Voting Agreement dated August 5, 2005 (the "Agreement"), hereby irrevocably (to the...Irrevocable Proxy • December 19th, 2005 • iVoice Technology, Inc. • Services-computer integrated systems design
The undersigned shareholder of iVoice Technology, Inc., a New Jersey corporation (the "Company"), pursuant to the Voting Agreement dated August 5, 2005 (the "Agreement"), hereby irrevocably (to the extent provided for in the New Jersey Business Corporation Act) appoints Jerome Mahoney ("Mahoney"), or any other designee of Mahoney, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and re-substitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to the shares of: (i) the Company Class B Common Stock, $.01 par value per share, or (ii) the Company Class A Common Stock, no par value per share, that are beneficially owned or may be beneficially owned anytime in the future by the undersigned (collectively, the "Shares") in accordance with the terms of this Irrevocable Proxy. Upon the undersigned's execution of this Irrevocable Proxy, any and all prior proxies gi
Exhibit 9.2 IRREVOCABLE PROXY ----------------- The undersigned shareholder of iVoice Technology, Inc., a New Jersey corporation (the "Company"), pursuant to the Voting Agreement dated August 5, 2005 (the "Agreement"), hereby irrevocably (to the...Irrevocable Proxy • October 3rd, 2005 • iVoice Technology, Inc. • Services-computer integrated systems design
The undersigned shareholder of iVoice Technology, Inc., a New Jersey corporation (the "Company"), pursuant to the Voting Agreement dated August 5, 2005 (the "Agreement"), hereby irrevocably (to the extent provided for in the New Jersey Business Corporation Act) appoints Jerome Mahoney ("Mahoney"), or any other designee of Mahoney, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and re-substitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to the shares of: (i) the Company Class B Common Stock, $.01 par value per share, or (ii) the Company Class A Common Stock, no par value per share, that are beneficially owned or may be beneficially owned anytime in the future by the undersigned (collectively, the "Shares") in accordance with the terms of this Irrevocable Proxy. Upon the undersigned's execution of this Irrevocable Proxy, any and all prior proxies gi
IRREVOCABLE PROXY -----------------Irrevocable Proxy • September 30th, 2005 • SpeechSwitch, Inc. • Services-computer integrated systems design
The undersigned shareholder of SpeechSwitch, Inc., a New Jersey corporation (the "Company"), pursuant to the Voting Agreement dated August 5, 2005 (the "Agreement"), hereby irrevocably (to the extent provided for in the New Jersey Business Corporation Act) appoints Jerome Mahoney ("Mahoney"), or any other designee of Mahoney, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and re-substitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to the shares of: (i) the Company Class B Common Stock, $.01 par value per share, or (ii) the Company Class A Common Stock, no par value per share, that are beneficially owned or may be beneficially owned anytime in the future by the undersigned (collectively, the "Shares") in accordance with the terms of this Irrevocable Proxy. Upon the undersigned's execution of this Irrevocable Proxy, any and all prior proxies given b
IRREVOCABLE PROXY -----------------Irrevocable Proxy • September 30th, 2005 • Deep Field Technologies, Inc. • Services-computer integrated systems design
The undersigned shareholder of Deep Field Technologies, Inc., a New Jersey corporation (the "Company"), pursuant to the Voting Agreement dated August 5, 2005 (the "Agreement"), hereby irrevocably (to the extent provided for in the New Jersey Business Corporation Act) appoints Jerome Mahoney ("Mahoney"), or any other designee of Mahoney, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and re-substitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to the shares of: (i) the Company Class B Common Stock, $.01 par value per share, or (ii) the Company Class A Common Stock, no par value per share, that are beneficially owned or may be beneficially owned anytime in the future by the undersigned (collectively, the "Shares") in accordance with the terms of this Irrevocable Proxy. Upon the undersigned's execution of this Irrevocable Proxy, any and all prior prox
IRREVOCABLE PROXYIrrevocable Proxy • June 10th, 2005 • Diker Management LLC • Services-prepackaged software
Diker Management, LLC ("Diker"), a Delaware limited liability company, has entered into a certain Stock Purchase Agreement (the "Agreement") with Starboard Value & Opportunity Fund, LLC, and Parche, LLC, each of which are Delaware limited liability companies ("Buyers"), dated the date hereof, in connection with Buyers' purchase of 1,991,078 shares (the "Sale Shares") of common stock of I-Many, Inc., a Delaware corporation (the "Company"), from accounts under Diker's management, among other things. As an inducement for Buyers to enter into the Agreement, each of Diker, Diker Value-Tech Fund, LP, Diker Value-Tech QP Fund, LP, Diker GP, LLC, Charles M. Diker and Mark N. Diker (together, the "Diker Parties") hereby irrevocably (to the fullest extent permitted by law) appoints and constitutes Jeffrey M. Solomon and Mark R. Mitchell, and each of them, the proxy of each of the Diker Parties with respect to all shares of the Company's common stock beneficially owned, now or hereafter acquired,
IRREVOCABLE PROXYIrrevocable Proxy • February 14th, 2005 • Third Point LLC • Unsupported plastics film & sheet
IRREVOCABLE PROXYIrrevocable Proxy • October 25th, 2004 • Gadzooks Inc • Retail-family clothing stores • Texas
Exhibit 99.6 IRREVOCABLE PROXY THIS IRREVOCABLE PROXY is entered into as of the 14th day of January, 2004, by and among New Mountain Partners, L.P., a Delaware limited partnership (the "Stockholder"), and Bank of America, N.A. in its capacity as...Irrevocable Proxy • January 14th, 2004 • New Mountain Partners Lp • Services-educational services
EXHIBIT 4 AVERY COMMUNICATIONS, INC. IRREVOCABLE PROXY ----------------- This Irrevocable Proxy is dated as of March 15, 2002, and is being delivered pursuant to that certain Assignment and Assumption Agreement (the "Assignment Agreement"), dated as...Irrevocable Proxy • October 24th, 2002 • Waveland LLC • Communications services, nec
This Irrevocable Proxy is dated as of March 15, 2002, and is being delivered pursuant to that certain Assignment and Assumption Agreement (the "Assignment Agreement"), dated as of March 15, 2002, by and between Scot M. -------------------- McCormick and Covington-Enterprises Ltd. All terms defined in the Assignment Agreements are used herein with the same meanings as ascribed to them therein.
The undersigned, Fritzroy Corporate Services Ltd., hereby irrevocably constitutes and appoints Thurston Group Inc., a Delaware corporation (the "Thurston Group"), as the undersigned's true and lawful attorney-in-fact and -------------- proxy, with...Irrevocable Proxy • October 23rd, 2002 • Stern Russell T Jr • Communications services, nec
This Irrevocable Proxy is dated as of January 25, 2002, and is being delivered pursuant to those certain Assignment and Assumption Agreements (collectively, the "Assignment Agreements"), dated as of January 25, 2002, by --------------------- and between each of David Haynes and Arun Anand, and Fitzroy Corporate Services Ltd. All terms defined in the Assignment Agreements are used herein with the same meanings as ascribed to them therein.
The undersigned, Meridian Investment Company Ltd., hereby irrevocably constitutes and appoints Thurston Group Inc., a Delaware corporation (the "Thurston Group"), as the undersigned's true and lawful attorney-in-fact and -------------- proxy, with...Irrevocable Proxy • October 23rd, 2002 • Haynes Patrick J Iii • Communications services, nec
This Irrevocable Proxy is dated as of January 25, 2002, and is being delivered pursuant to those certain Assignment and Assumption Agreements (collectively, the "Assignment Agreements"), dated as of January 25, 2002, by --------------------- and between each of Joseph R. Simrell, Murari Cholappadi and Sanjay Gupta, and Meridian Investment Company Ltd. All terms defined in the Assignment Agreements are used herein with the same meanings as ascribed to them therein.
EXHIBIT 99.5 FORM OF IRREVOCABLE PROXY Reference is made to the Common Stock and Warrant Purchase Agreement (the "Agreement") dated as of November 27, 2001, by and between Proxim, Inc., a Delaware corporation (the "Company"), and __________....Irrevocable Proxy • November 28th, 2001 • Proxim Inc /De/ • Computer communications equipment
Reference is made to the Common Stock and Warrant Purchase Agreement (the "Agreement") dated as of November 27, 2001, by and between Proxim, Inc., a Delaware corporation (the "Company"), and __________. Capitalized terms not defined herein shall have the respective meanings ascribed thereto in the Agreement.
1 EXHIBIT 10.1 IRREVOCABLE PROXY THIS IRREVOCABLE PROXY is entered into as of the 16th day of March, 2001, by and among Ron K. Bailey individually and in any Representative Capacity ("RKB"), and Beverly W. Bailey individually and in any Representative...Irrevocable Proxy • March 16th, 2001 • Strayer Education Inc • Services-educational services
RUUD OPTION SHARES IRREVOCABLE PROXY The undersigned hereby appoints GENERAL ELECTRIC COMPANY, a New York corporation ("GE"), attorney and proxy of the undersigned, with full power of substitution, with respect to the Ruud Option Shares (as defined in...Irrevocable Proxy • March 15th, 2000 • Ruud Alan J • Electric lighting & wiring equipment
The undersigned hereby appoints GENERAL ELECTRIC COMPANY, a New York corporation ("GE"), attorney and proxy of the undersigned, with full power of substitution, with respect to the Ruud Option Shares (as defined in the Contingent Warrant Agreement of even date herewith between Advanced Lighting Technologies, Inc., an Ohio corporation (the "Company"), and GE (the "Contingent Warrant Agreement")), to exercise and enjoy the right to vote the Ruud Option Shares and to participate in and consent or refuse to consent to any and all corporate or shareholders' actions of any character, all in its sole and absolute discretion. The undersigned shall retain the exclusive right to receive and retain any distributions of property (except common or preferred shares of the Company) made by the Company in the form of dividends with respect to the Ruud Option Shares or upon the liquidation, dissolution or winding up of the Company. The matters regarding which GE shall be entitled to vote in its sole an
EXHIBIT 7.3 IRREVOCABLE PROXY This IRREVOCABLE PROXY (the "Irrevocable Proxy") is granted as of ________, 1999 by ____________, a _________ resident, to James L. Anderson or his assignee, a Texas resident, pursuant to an Agreement and Plan of Merger...Irrevocable Proxy • September 13th, 1999 • Rodriguez Marcos & Sonya Nance Childrens Trust No 2 • Retail-eating places
1 EXHIBIT 7.5 IRREVOCABLE PROXY I, ______________________________________________, as holder of _____________ shares of Class B Common Stock, par value $.01 per share, of popmail.com, inc. (the "PM Shares"), which shares may be converted into shares...Irrevocable Proxy • September 13th, 1999 • Rodriguez Marcos & Sonya Nance Childrens Trust No 2 • Retail-eating places
Exhibit 10.79b IRREVOCABLE PROXY PROXY effective as of June 9, 1999 by and between KIRAN C. PATEL ("Patel"), an individual having an address at 6800 N. Dale Mabry, Suite 268, Tampa, Florida 33614, and ROBERT W. MOREY ("Morey"), an individual having an...Irrevocable Proxy • July 19th, 1999 • Wellcare Management Group Inc • Hospital & medical service plans
EXHIBIT 9.2 Bergen Brunswig Corporation 4000 Metropolitan Drive Orange, CA 92868 Re: Irrevocable Proxy for PharMerica Shares Gentlemen: We refer to that certain Stock Purchase Agreement, dated as of November 8, 1998 (the "Stock Purchase Agreement"),...Irrevocable Proxy • November 18th, 1998 • Bergen Brunswig Corp • Wholesale-drugs, proprietaries & druggists' sundries
We refer to that certain Stock Purchase Agreement, dated as of November 8, 1998 (the "Stock Purchase Agreement"), by and among Bergen Brunswig Corporation, a New Jersey corporation ("BBC"), Stadtlander Drug Co., Inc., a Pennsylvania corporation ("Stadtlander"), Counsel Corporation, an Ontario corporation (the "Canadian Seller"), and Stadt Holdings, Inc., a Delaware corporation and an indirect subsidiary of the Canadian Seller (the "U.S. Seller" and, collectively with the Canadian Seller, the "Sellers"). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Stock Purchase Agreement.
IRREVOCABLE PROXYIrrevocable Proxy • November 3rd, 1998 • Yukelson Daniel M • Retail-catalog & mail-order houses
The undersigned hereby grants to Temporary Media Co., LLC, a Delaware limited liability company ("TMC"), an irrevocable proxy, with full power of substitution, to vote, or to execute and deliver written consents or otherwise act with respect to, all shares of capital stock (the "Stock") of National Media Corporation ("NMC") now owned or hereafter acquired by the undersigned as fully, to the same extent and with the same effect as the undersigned might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation in connection with the election of directors of NMC. The undersigned hereby affirms that this proxy is given as a condition of that certain Shareholders Agreement dated as of October 23, 1998, between the undersigned, NMC, TMC and others and as such is coupled with an interest and is irrevocable. This proxy shall expire at 5:00 p.m. Pacific Time on October 26, 1999. All proxies heretofore given are hereby revoked.
IRREVOCABLE PROXY THIS IRREVOCABLE PROXY (this "Agreement") is dated as of the 21st day of August, 1998 by and between GMC Acquisition Corporation, a New York corporation ("GMCAC"), and Frederick Zissu (the "Shareholder"). 1. Grant of Irrevocable...Irrevocable Proxy • August 31st, 1998 • Herley Industries Inc /New • Search, detection, navagation, guidance, aeronautical sys
IRREVOCABLE PROXY IRREVOCABLE PROXY, dated as of June 1, 1998, by and between Acxiom Corporation, a Delaware corporation (the "Parent"), and each of the entities listed on the signature page hereto. (the "Stockholders"). WHEREAS, the Parent, ACX...Irrevocable Proxy • June 4th, 1998 • Acxiom Corp • Services-computer processing & data preparation
EXHIBIT 3 IRREVOCABLE PROXY IRREVOCABLE PROXY, dated as of June 1, 1998, by and between May & Speh, Inc., a Delaware corporation (the "Company "), and Pritzker Foundation (the "Stockholder"). WHEREAS, Acxiom Corporation, a Delaware corporation...Irrevocable Proxy • June 4th, 1998 • May & Speh Inc • Services-direct mail advertising services
IRREVOCABLE PROXY IRREVOCABLE PROXY, dated as of June 1, 1998, by and between Acxiom Corporation, a Delaware corporation (the "Parent"), and each of the entities listed on the signature page hereto. (the "Stockholders"). WHEREAS, the Parent, ACX...Irrevocable Proxy • June 4th, 1998 • Acxiom Corp • Services-computer processing & data preparation
EXHIBIT 3-A IRREVOCABLE PROXY IRREVOCABLE PROXY, dated as of June 1, 1998, by and between May & Speh, Inc., a Delaware corporation (the "Company "), and Trans Union Corporation (the "Stockholder"). WHEREAS, Acxiom Corporation, a Delaware corporation...Irrevocable Proxy • June 4th, 1998 • May & Speh Inc • Services-direct mail advertising services
EXHIBIT 7 IRREVOCABLE PROXY IRREVOCABLE PROXY, dated as of May 26, 1998, by and between Acxiom Corporation, a Delaware corporation (the "Parent"), and Albert J. Speh, Jr. (the "Stockholder"). WHEREAS, concurrently with the execution and delivery of...Irrevocable Proxy • June 4th, 1998 • May & Speh Inc • Services-direct mail advertising services
EXHIBIT 8 IRREVOCABLE PROXY IRREVOCABLE PROXY, dated as of June 1, 1998, by and between Acxiom Corporation, a Delaware corporation (the "Parent"), and each of the entities named on Exhibits A to the signature pages hereto (each a "Stockholder" and...Irrevocable Proxy • June 4th, 1998 • May & Speh Inc • Services-direct mail advertising services
EXHIBIT 3-B IRREVOCABLE PROXY IRREVOCABLE PROXY, dated as of June 1, 1998, by and between May & Speh, Inc., a Delaware corporation (the "Company"), and Robert A. Pritzker (the "Stockholder"). WHEREAS, Acxiom Corporation, a Delaware corporation...Irrevocable Proxy • June 4th, 1998 • May & Speh Inc • Services-direct mail advertising services
IRREVOCABLE PROXYIrrevocable Proxy • January 26th, 1998 • Prometheus Assisted Living LLC • Services-nursing & personal care facilities
As of this 23rd day of January 1998, the undersigned have sold to Prometheus Assisted Living LLC ("Prometheus") that number of shares of common stock of ARV Assisted Living, Inc., a California corporation, set forth below (the "Common Stock"). In respect of such shares of Common Stock, the undersigned hereby grant to Robert P. Freeman and Murry N. Gunty, both of whom are currently employees of an affiliate of Prometheus (the "Proxies"), an irrevocable proxy pursuant to the provisions of Section 705(e) of the California General Corporation Law to vote, or to execute and deliver written consents or otherwise take action with respect to, the Common Stock as fully, to the same extent and with the same effect as, the undersigned might or could do under any applicable laws or regulations governing the rights and powers of shareholders of a California corporation and such right to vote, or to execute and deliver written consents or otherwise take action with respect to such Common Stock shall
IRREVOCABLE PROXYIrrevocable Proxy • January 22nd, 1998 • Davidson Gary L • Services-nursing & personal care facilities
IRREVOCABLE PROXYIrrevocable Proxy • January 20th, 1998 • Prometheus Assisted Living LLC • Services-nursing & personal care facilities
As of this 16th day of January 1998, the undersigned has sold to Prometheus Assisted Living LLC ("Prometheus") that number of shares of common stock of ARV Assisted Living, Inc., a California corporation, set forth below (the "Common Stock"). In respect of such shares of Common Stock, the undersigned hereby grants to Robert P. Freeman and Murry N. Gunty, both of whom are currently employees of an affiliate of Prometheus (the "Proxies"), an irrevocable proxy pursuant to the provisions of Section 705(e) of the California General Corporation Law to vote, or to execute and deliver written consents or otherwise take action with respect to, the Common Stock as fully, to the same extent and with the same effect as, the undersigned might or could do under any applicable laws or regulations governing the rights and powers of shareholders of a California corporation and such right to vote, or to execute and deliver written consents or otherwise take action with respect to such Common Stock shall
Exhibit 99.3 IRREVOCABLE PROXY In accordance with the provisions of Section 705 of the California Corporations Code, I, Wolfram H. Blume, shareholder of MicroSim Corporation, a California corporation (the "Company"), in consideration of the agreement...Irrevocable Proxy • October 21st, 1997 • Orcad Inc • Wholesale-computers & peripheral equipment & software
IRREVOCABLE PROXY -----------------Irrevocable Proxy • September 24th, 1997 • Shopping Com • California
IRREVOCABLE PROXY The undersigned agrees to, and hereby grants to Continental Casualty Company, an Illinois corporation ("CCC") an irrevocable proxy pursuant to the provisions of Section 212 of the Delaware General Corporation Law to vote all shares...Irrevocable Proxy • June 4th, 1997 • Zell Samuel • Fire, marine & casualty insurance
