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.
Appointment of Proxy. 15.1 Proxies named in any Form of Proxy (as defined below) or block voting instruction need not be Noteholders.
15.2 A Noteholder may by instrument in writing (a “Form of Proxy”) appoint a proxy. The Form of Proxy shall be signed by the appointor or his attorney duly authorised in writing or if the appointor is a corporation either under the common seal or under the hand of an officer or attorney so authorised. The Company may, but shall not be bound to, require evidence of the authority of any such officer or attorney.
15.3 A Form of Proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority shall be deposited at such place as the Company may, in the notice convening the meeting, direct or, if no such place is appointed, then at the registered office of the Company not less than 48 hours before the time appointed for holding the meeting at which the person named in the Form of Proxy proposes to vote and, in default, the Form of Proxy shall not be treated as valid. No Form of Proxy shall be valid after the expiration of twelve months from the date named in it as the date of its execution.
15.4 A Form of Proxy may be in any usual or common form or in any other form which the Company shall approve. A proxy shall, unless the contrary is stated therein and subject to paragraph 15.3 above and paragraph 15.5 below, be valid as well for any adjournment of the meeting as for the meeting to which it relates and need not be witnessed.
15.5 A vote given in accordance with the terms of a Form of Proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of such proxy or of the authority under which the Form of Proxy was executed or transfer of the Convertible Loan Notes in respect of which it was executed provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the Company at its registered office at least one hour before the commencement of the meeting or adjourned meeting for the time being at which such proxy is used.
Appointment of Proxy. The ------------------------------------------------ Stockholder hereby irrevocably grants to, and appoints, Xxxxxx X. XxXxxxxx and Xxxxx X. Xxxxxx or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares (over which the Stockholder has sole voting power) in favor of adoption of the Merger Agreement and otherwise as contemplated by Section 3(b).
Appointment of Proxy. 16.1 The Buyer appoints the Seller (including a nominee of the Seller) as the proxy of the Buyer to vote at a general meeting of the Body Corporate on the following matters:
(a) the engagement of a person as a Body Corporate Manager or service contractor or authorising a person as a letting agent if the details of the engagement or authorisation were disclosed to the Buyer before the Buyer entered into this Contract;
(b) authorising a service contractor or letting agent to use a part of the Common Property;
(c) consenting to the recording of a new Community Management Statement to include any new By-Law reasonably required by the Seller;
(d) all matters raised in the Disclosure Statement;
(e) consenting to the recording of a new Community Management Statement to include details not inconsistent with the matters contained in this Contract. This proxy is irrevocable for a period of one (1) year after the Community Titles Scheme is established or changed, whichever is the longer.
16.2 The Buyer agrees to ratify and confirm any action taken by the Seller to vote at meetings of the Body Corporate using this proxy.
16.3 While this proxy remains in force the Buyer must not transfer or assign the Lot other than to a transferee or assignee who has first agreed to be bound by the provisions of this Clause and who has executed a proxy in favour of the Seller in the same terms as this Clause.
16.4 The Buyer will not grant a mortgage of the Lot without first providing a copy of this Contract to the mortgagee and procuring the mortgagees agreement to be bound by the provisions of this Clause.
16.5 The Buyer shall execute and deliver to the Seller by Settlement the proxy form contained in the Disclosure Statement, duly completed and signed in favour of the Seller or its nominee.
Appointment of Proxy. Finder hereby irrevocably appoints Proxy, as proxy, with full power of substitution, and hereby authorizes him to represent him and vote the Shares on all matters pertaining to the operation of the Company, as such rights are defined in the operating documents of the Company, as now existing or may be amended, including, but not limited to the election of the Board of Directors of the Company at the annual meeting of shareholders. This appointment will terminate upon the sale of the Shares by Finder to a non-affiliate, non-insider or relative of the Finder which sale will not be consummated for the purpose of terminating this appointment.
Appointment of Proxy. In order to better effect the provisions set forth in Section 1, each Shareholder revokes any previously executed proxies and constitutes and appoints Xxxxx X. Xxxx, with full power of substitution, such Shareholder’s true and lawful proxy and attorney-in-fact (the “Proxy Holder”) to vote at any FNB Meeting all of such Shareholder’s Owned Shares as provided in Section 1, with such modifications to the Merger Agreement as the parties to the Merger Agreement may make; provided, however, that this proxy will not apply with respect to any vote on the Merger Agreement if the Merger Agreement is amended so as to reduce the amount or form of consideration to be received by the shareholders of FNB or change the tax consequences of the receipt thereof under the Merger Agreement in its present form. This irrevocable proxy shall automatically terminate upon termination of this Agreement.
Appointment of Proxy. Every Member entitled to attend and vote at a general meeting may appoint a proxy to attend, speak and vote on his behalf. The instrument appointing a proxy shall be in writing in any usual form or in any other form which the Directors may approve and shall be executed by or on behalf of the appointor or his duly authorised attorney. The signature on such instrument need not be witnessed. A body corporate may execute a form of proxy under its common seal or under the hand of a duly authorised officer thereof. A proxy need not be a Member of the Company. No instrument of proxy shall be valid after twelve months have elapsed from the date named in it as the date of its execution.
Appointment of Proxy. (a) The undersigned Stockholder hereby irrevocably constitutes and appoints Xxxxxxx Xxxxx attorney and proxy with full power of substitution to act and vote all the shares of the Corporation held by the undersigned in connection with any meeting or written consent of the stockholders of the Corporation to approve the matters described below, and at any adjournment or adjournments thereof, provided such stockholders meeting is held, or written consent is circulated, on or before April 30, 2004. The undersigned hereby directs this proxy to be voted solely with respect to the following matters:
(i) For approval of the Amendment to the Certificate of Incorporation in the form attached on Schedule A to this Agreement (the “Amendment”).
(ii) For approval of the conversion of all shares of Series A Preferred Stock of the Corporation into Common Stock as provided in the Amendment.
(b) This proxy is given to induce the Corporation to enter into this Agreement, it being agreed by the undersigned Stockholder that entering into this Agreement causes the appointment of the named proxy to be coupled with an interest.
(c) In the event that, as the result of a stock split or stock dividend or combination of shares or any other change, or exchange for other securities, by reclassification, reorganization, merger, consolidation, recapitalization or otherwise, Stockholder should be entitled to new or additional or different shares of stock or securities, such new or substitute shares or securities shall be subject to this proxy.
Appointment of Proxy. (a) From Completion until the Sale Shares are registered in the name of the Buyer, the Seller:
(1) appoints the Buyer as the sole proxy of the holders of Sale Shares to attend shareholders’ meetings and exercise the votes attaching to the Sale Shares;
(2) must not attend and vote at any shareholders’ meetings; and
(3) must take all other actions in the capacity of a registered holder of the Sale Shares as the Buyer directs.
(b) The Buyer indemnifies the Seller against all Loss suffered or incurred by it arising out of the implementation of any action taken in accordance with the proxy referred to in clause 15.1(a).
Appointment of Proxy. Each Shareholder hereby irrevocably grants to, and appoints, Xxxx Xxxxx, Xxxx Xxxxx, and any other individual who shall hereafter be designated by HK, such Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Shareholder, to vote such Shareholder's Shares, or grant a consent or approval in respect of such Shares, at any meeting of shareholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, (i) in favor of the Merger, the adoption by the Company of the Merger Agreement and the approval of the other transactions contemplated by the Merger Agreement and (ii) against any Alternative Transaction or Frustrating Transaction.
