Applicable Proxy definition

Applicable Proxy has the meaning set forth in Section 1.2.
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Applicable Proxy means the President of the Corporation and any other person designated by the Board, and each of them, whom a holder of Class B Common Stock (a “Class B Stockholder”) has constituted and appointed as such Class B Stockholder’s true and lawful proxy and attorney-in-fact, with full power of substitution, to represent and vote all of such Class B Stockholder’s shares of Common Stock in accordance with the obligations of such Class B Stockholder to vote such Class B Stockholder’s shares of Common Stock pursuant to an agreement entered into with the Corporation and other Class B Stockholders (the “Voting Obligations”), so long as:
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Examples of Applicable Proxy in a sentence

  • It is understood and agreed that the Applicable Proxy will not use such irrevocable proxy unless a Class B Stockholder fails to comply with Section 1.1 and that, to the extent the Applicable Proxy uses such irrevocable proxy, it will only vote such Shares with respect to the matters specified in, and in accordance with the provisions of, Section 1.1.

  • The Applicable Proxy may exercise the irrevocable proxy granted to it hereunder at any time any Class B Stockholder fails to comply with the provisions of Section 1.1. The proxies and powers granted by each Class B Stockholder pursuant to this Section 1.2 are coupled with an interest and are given to secure the performance of the obligations under this Agreement.

  • The Applicable Proxy may exercise the irrevocable proxy granted to it hereunder at any time any Stockholder fails to vote (including by failing to cause such Stockholder’s shares to be present at the meeting) or attempts to vote (whether by proxy, in person or by written consent) in a manner that does not comply with the Voting Obligations.

  • It is understood and agreed that each Applicable Proxy will not use such irrevocable proxy unless a Stockholder fails to comply with Section 1.3 and that, to the extent an Applicable Proxy uses such irrevocable proxy, it will only vote such shares of Common Stock with respect to the matters specified in, and in accordance with the provisions of, Section 1.3.

  • Such Persons may exercise such voting rights (i) in person, (ii) by proxy, but only if the proxy holder is a Qualified Person, the trustee of a Qualified Trust, or an Applicable Proxy under Section 11(d) hereof, (iii) by written consent, or (iv) in any other matter permitted by applicable law, but only if the Person exercising such voting rights is a Qualified Person, the trustee of a Qualified Trust, or an Applicable Proxy under Section 11(d) hereof.