Irrevocable Proxy Sample Contracts
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.
Standard Contracts
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 ("Parent"),...Irrevocable Proxy • June 4th, 1998 • Acxiom Corp • Services-computer processing & data preparation
IRREVOCABLE PROXY IRREVOCABLE PROXY, dated as of August 3, 1998, by and between HIAC XII CORP., a Delaware corporation ("Buyer"), A. Eric Dott and Jackson Y. Dott (together with A. Eric Dott, the "Stockholders"). WHEREAS, concurrently with the...Irrevocable Proxy • August 13th, 1998 • Hasbro Inc • Games, toys & children's vehicles (no dolls & bicycles)
1 [FORM OF IRREVOCABLE PROXY] EXHIBIT I IRREVOCABLE PROXY February 28, 2001 Inter-Him N.V. c/o Robert Anderson Consulting LLC 4401 Northside Parkway, Suite 340 Atlanta, Georgia 30327 Attn: Robert L. Anderson Ladies and Gentlemen: Reference is made to...Irrevocable Proxy • March 21st, 2001 • Inter Him Nv • Retail-family clothing stores
IRREVOCABLE PROXYIrrevocable Proxy • October 24th, 2017 • Traios Christos P • Deep sea foreign transportation of freight
Pursuant to the terms and agreements set forth in that certain Share Donation Agreement dated September 29, 2017 (the “Agreement”), by and between Christos Traios (“Traios”) and Dimitrios Sorotos, the undersigned shareholder (the “Shareholder”), the Shareholder hereby acknowledges and irrevocably appoints Traios, as the lawful agent and proxy of the undersigned Shareholder (with all powers the undersigned Shareholder would possess if personally present, including full power of substitution), and hereby authorizes Traios to represent and to vote all the shares of Common Stock of Petrogress, Inc. (the “Company”) transferred to and held of record by the undersigned Shareholder pursuant to the Agreement, and Traios shall possess and in his unrestricted discretion shall be entitled to exercise in person or by nominee, agent, attorney-in-fact, or proxy, all rights and powers of Shareholder to vote, assent, or consent with respect to those rights and powers and to take part in and consent to
IRREVOCABLE PROXYIrrevocable Proxy • August 24th, 2015 • Hubbell Inc • Electronic components & accessories • Connecticut
This IRREVOCABLE PROXY (this “Irrevocable Proxy”), is made and entered into as of August 23, 2015, by and between Hubbell Incorporated, a Connecticut corporation (the “Company”), and the Bessemer Trust Company, N.A., in its capacity as trustee (together with any successors as trustee, the “Trustee”) of the Roche Trust and the Hubbell Trust (together with the Roche Trust, the “Trusts”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Reclassification Agreement.
EXHIBIT 4 IRREVOCABLE PROXYIrrevocable Proxy • June 10th, 1998 • Harris Mel
The undersigned, being the holder of seven (7) shares of capital stock of Preferred Employers Group, Inc. (the "Company") does hereby constitute and appoint Mel Harris, the true and lawful attorney and proxy for the undersigned, and in his name, place and stead, with full power of substitution, for so long as the Amended and Restated Shareholders Agreement, dated as of May 15, 1995 by and among Mel Harris, Howard Odzer and the Company (the "Amended Shareholders Agreement") or so long as the agreement referred to in Section 17(b)(i) thereof shall be in effect, to vote as the proxy of the undersigned all shares owned, held by or registered in the name of the undersigned in the Company (the "Shares") at any and all meetings, regular and special, of the shareholders of the Company, or any adjournments thereof, which may be held during such period, giving and granting to such attorney and proxy all the powers that the undersigned would possess if personally present, and to execute written c
IRREVOCABLE PROXYIrrevocable Proxy • October 5th, 2021 • Isun, Inc. • Semiconductors & related devices
In accordance with the Agreement and Plan of Merger (the “Agreement”) by and among iSun, Inc., a Delaware corporation (the “Company”), iSun Residential Merger Sub, Inc., a Vermont corporation, iSun Residential, Inc., a Delaware corporation, SolarCommunities, Inc., a Vermont benefit corporation, Jeffrey Irish, James Moore, and Duane Peterson as Shareholder Representative Group), the undersigned Stockholder (the “Stockholder”) agrees as follows:
1 EXHIBIT 99.(I) IRREVOCABLE PROXY The undersigned does hereby revoke any proxy or proxies heretofore given by the undersigned with respect to any shares of capital stock of Universal Automotive Industries, Inc. ("Company"). FOR VALUE RECEIVED, the...Irrevocable Proxy • September 6th, 2001 • Venture Equities Management Inc • Wholesale-motor vehicle supplies & new parts
PREAMBLEIrrevocable Proxy • July 12th, 2002 • Gardner Michael • Services-business services, nec • Delaware
IRREVOCABLE PROXYIrrevocable Proxy • January 23rd, 2007 • Gendell Jeffrey L Et Al • Services-miscellaneous repair services
All capitalized terms used but not defined in this Irrevocable Proxy shall have the meanings set forth in that certain Securities Purchase Agreement, of even date herewith (the “Purchase Agreement”), by and among MISCOR Group, Ltd. (the “Company”), Tontine Capital Partners, L.P. (“Tontine”), and Tontine Capital Overseas Master Fund, L.P. (“TCOMF” and together with Tontine, “Purchasers”).
IRREVOCABLE PROXY IRREVOCABLE PROXY, dated as of August 3, 1998, by and between HIAC XII CORP., a Delaware corporation ("Buyer"), A. Eric Dott and Jackson Y. Dott (together with A. Eric Dott, the "Stockholders"). WHEREAS, concurrently with the...Irrevocable Proxy • August 10th, 1998 • Dott Y Jackson • Games, toys & children's vehicles (no dolls & bicycles)
ARTICLE I PROXYIrrevocable Proxy • December 20th, 2000 • Fbop Corp • Savings institution, federally chartered • Illinois
IRREVOCABLE PROXYIrrevocable Proxy • March 5th, 2025 • Ruiz John Hasan • Services-computer processing & data preparation • Delaware
This Irrevocable Proxy (the “Agreement”) is made as of March 5, 2025, by Mayra C. Ruiz (“Grantor”), on behalf of herself and in her capacity as co-trustee of the John H. Ruiz Revocable Living Trust, dated August 26, 2014, and its respective successors and assigns (the “Trust”), and John H. Ruiz (“Proxyholder,” and with Grantor, the “Parties”).
IRREVOCABLE PROXYIrrevocable Proxy • February 22nd, 2011 • Caraco Pharmaceutical Laboratories LTD • Pharmaceutical preparations
IRREVOCABLE PROXY, dated as of February 21, 2011, by and between Sun Pharma Global, Inc., a corporation organized under the laws of the British Virgin Islands (“Sun Global”) and the “Special Committee” of the Caraco Board of Directors (as defined below).
IRREVOCABLE PROXY Airline Investors Partnership, L.P. ("AIP") and Hawaiian Airlines, Inc. (the "COMPANY") have entered into a Stock Purchase Agreement, dated as of December 8, 1995 (the "STOCK PURCHASE AGREEMENT"), pursuant to which, among other...Irrevocable Proxy • February 5th, 1996 • Airline Investors Partnership Lp • Air transportation, scheduled
IRREVOCABLE PROXYIrrevocable Proxy • September 8th, 2003 • Hypertension Diagnostics Inc /Mn • Surgical & medical instruments & apparatus
WHEREAS, the undersigned is executing this Irrevocable Proxy in connection with that certain Conversion and Voting Agreement dated as of August 1, 2003 by and between Hypertension Diagnostics, Inc. (the “Company”) and the undersigned (the “Agreement”);
IRREVOCABLE PROXY IRREVOCABLE PROXY (this "Proxy"), dated July ____, 1999, given by _______________ with an office at/residing at (the "Grantor"), the holder of _____ shares of the Class A Common Stock, par value $.01 per share (such shares being the...Irrevocable Proxy • September 16th, 1999 • Healthcore Medical Solutions Inc • Services-personal services
IRREVOCABLE PROXYIrrevocable Proxy • October 7th, 2002 • O2wireless Solutions Inc • Telephone communications (no radiotelephone)
IRREVOCABLE PROXYIrrevocable Proxy • September 12th, 2008 • Reinsurance Group of America Inc • Accident & health insurance
This proxy (this “Proxy”) is granted pursuant to Section 7.12(c) of the Recapitalization and Distribution Agreement, dated as of June 1, 2008 (the “Agreement”), by and between MetLife, Inc., a Delaware corporation (“MetLife”), and Reinsurance Group of America, Incorporated, a Missouri corporation, or its successor(s) (“RGA”). For the purposes of this Proxy, capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Agreement.
FORM OF] IRREVOCABLE PROXYIrrevocable Proxy • May 14th, 2004 • Solomon Technologies Inc • Motors & generators
In accordance with the Securities Purchase Agreement (the “Agreement”) by and among Solomon Technologies, Inc., a Delaware corporation, and certain Investors, as designated in the Stock Purchase Agreement, dated April 15, 2004, the undersigned agrees as follows:
IRREVOCABLE PROXYIrrevocable Proxy • September 8th, 2003 • Hypertension Diagnostics Inc /Mn • Surgical & medical instruments & apparatus
WHEREAS, the undersigned is executing this Irrevocable Proxy in connection with that certain Securities Purchase Agreement dated as of August , 2003 by and between Hypertension Diagnostics, Inc. (the “Company”) and certain investors, including the undersigned (the “Agreement”); and
1 Exhibit 2 SOUND SOURCE INTERACTIVE, INC. IRREVOCABLE PROXY The undersigned agrees to, and hereby grants to TDK USA Corporation, a New York corporation ("TUC"), an irrevocable proxy pursuant to the provisions of Section 212 of the Delaware General...Irrevocable Proxy • September 21st, 2000 • TDK Usa Corp • Services-prepackaged software
IRREVOCABLE PROXYIrrevocable Proxy • November 7th, 2013 • St Joe Co • Land subdividers & developers (no cemeteries)
This irrevocable proxy (this “Irrevocable Proxy” or “Agreement”) is executed as of November 6, 2013 by Fairholme Funds, Inc., on behalf of The Fairholme Fund (“Fund”), for the benefit of AgReserves, Inc., a Utah corporation (“Purchaser”) in connection with the Purchase and Sale Agreement between The St. Joe Company (“St. Joe”) and Purchaser (the “PSA”) dated on the date hereof.
RECITALSIrrevocable Proxy • June 24th, 2002 • Safeguard Scientifics Inc Et Al • Services-business services, nec
IRREVOCABLE PROXYIrrevocable Proxy • November 19th, 2021 • Isun, Inc. • Semiconductors & related devices
In connection with the Asset Purchase Agreement, dated October 31, 2021 (the “Purchase Agreement”) by and among John Stark Electric, Inc., a New Hampshire corporation and wholly-owned subsidiary of iSun, Inc., a Delaware corporation (the “Company”), Liberty Electric, Inc., a New Hampshire corporation, and John P. Comeau, the undersigned Stockholder (the “Stockholder”) agrees as follows:
FORM OF IRREVOCABLE PROXYIrrevocable Proxy • March 5th, 2007 • Tontine Capital Partners L P • Blank checks
All capitalized terms used but not defined in this Irrevocable Proxy shall have the meanings set forth in that certain Securities Purchase Agreement, of even date herewith (the “Purchase Agreement”), by and among Tontine Capital Partners, L.P., a Delaware Limited Partnership (“Tontine”), Tontine Capital Overseas Master Fund, L.P., a Cayman Islands Limited Partnership (“TCOMF,” and together with Tontine, the “Purchasers”) and Tower Tech Holdings Inc., a Nevada corporation (the “Company”).
IRREVOCABLE PROXYIrrevocable Proxy • December 6th, 2016 • Forest City Realty Trust, Inc. • Real estate investment trusts • Maryland
This IRREVOCABLE PROXY (this “Irrevocable Proxy”), is made and entered into as of December 5, 2016, by and between Forest City Realty Trust, Inc., a Maryland corporation (the “Company”), and RMS, Limited Partnership, an Ohio limited partnership (“RMS”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Reclassification Agreement.
IRREVOCABLE PROXYIrrevocable Proxy • March 30th, 2004 • Globetech Ventures Corp • Gold and silver ores
Reference is made to the Purchase Agreement dated the date hereof (the “Purchase Agreement”), among Globetech Ventures Corp., a British Columbia corporation (“Globetech”), Braz Gold Ltda, a Brazilian corporation, (“Braz Gold”) and John Young, and Joao Luis Plugatti. Capitalized terms used in this Proxy (the “Proxy”) shall have the respective meaning ascribed to them herein, except that terms used but not defined herein shall have the meaning ascribed thereto in the Purchase Agreement.
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 ("Parent"), ACX...Irrevocable Proxy • June 4th, 1998 • Acxiom Corp • Services-computer processing & data preparation
EXHIBIT 4Irrevocable Proxy • April 13th, 1998 • SNB Bancshares Inc • Savings institution, federally chartered
This Irrevocable Proxy is given by the undersigned, CULLEN TALTON ("Shareholder"), in favor of SNB Bancshares, Inc., a Georgia corporation ("SNB"), as of the 29th day of January, 1998.
IRREVOCABLE PROXY Sea LimitedIrrevocable Proxy • September 22nd, 2017 • Sea LTD • Services-miscellaneous business services
THIS IRREVOCABLE PROXY (this “Proxy”), dated as of September 1, 2017, is entered into by and between Mr. Xiaodong Li, a Singapore citizen (the “Founder”), on the one hand, and Tencent Holdings Limited, a Cayman Islands exempted company, Tencent Limited, a British Virgin Islands business company, and Tencent Growthfund Limited, a Cayman Islands exempted company (the three Tencent entities are collectively referred to as the “Tencent Parties”, and each, a “Tencent Party”), on the other hand.
IRREVOCABLE PROXYIrrevocable Proxy • December 2nd, 2020
This Irrevocable Proxy (“Agreement”), effective as of April 6, 2020 by Zobar Agha, as the undersigned holder (the “Holder”) of Series A Preferred Stock (the “Shares”) of Cred Capital, Inc., a Delaware corporation (the “Company”), and James Alexander.
IRREVOCABLE PROXYIrrevocable Proxy • November 26th, 2019 • Ortega Jaime • Services-management consulting services
In accordance with the binding Letter of Intent signed and effective on March 8, 2017, and the Share Purchase Agreement subsequently executed and delivered thereunder, also effective March 8, 2017, by and between Sky Island, Inc., a California corporation (“Sky Island”), and Vincent Mehdizadeh, an individual (“Mehdizadeh”); and Jaime Ortega, an individual (“Ortega”) (collectively the “Agreement”), the-undersigned agrees as follows:
IRREVOCABLE PROXYIrrevocable Proxy • November 9th, 2009 • Patriot Risk Management, Inc. • Fire, marine & casualty insurance
The undersigned, on behalf of himself individually (“Mariano”) and Steven M. Mariano Revocable Trust (“Mariano Trust”), pursuant to and subject to Ullico Inc., a Maryland corporation (“Ullico”), securing a loan to Patriot Risk Management, Inc. (formerly known as SunCoast Holdings, Inc.), a Delaware corporation and sole shareholder of PRS Group and GIGI (as each is defined herein) (“PRM”), PRS Group, Inc. (formerly known as Patriot Risk Management, Inc.), a Delaware corporation and sole shareholder of Patriot RS and Patriot FL (as each is defined herein) (“PRS Group”), Guarantee Insurance Group, Inc. (formerly known as Brandywine Insurance Holdings, Inc.), a Delaware corporation (“GIGI”), Patriot Risk Services, Inc., a Delaware corporation (“Patriot RS”), Patriot Risk Management of Florida, Inc., a Delaware corporation (“Patriot FL”), and SunCoast Capital, Inc., a Delaware corporation (collectively, the “Borrowers”), hereby nominates and appoints Ullico as its true and lawful attorney a
