Irrevocable Proxies definition

Irrevocable Proxies has the meaning set forth in the recitals hereof.
Sample 1Sample 2Sample 3
Irrevocable Proxies means the GFG and MGN Irrevocable Proxies and the Maple Ficus Irrevocable Proxies.
Sample 1Sample 2Sample 3
Irrevocable Proxies shall have the meaning specified in Section 2.22.
Sample 1Sample 2

Examples of Irrevocable Proxies in a sentence

  • If requested by the Company, the Stockholder agrees to use its commercially reasonable efforts to cause the other beneficial owners of any shares of capital stock of the Company over which the Stockholder has shared voting or dispositive power (such shares, the “Shared Securities”) to execute stock voting agreements and Irrevocable Proxies, in substantially similar form to this Agreement and the Irrevocable Proxy attached hereto, prior to the Effective Time.

  • From time to time, at the other party's request and without further consideration, each party hereto shall execute and deliver such additional documents and take all such further lawful action as may be necessary or desirable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement and the Irrevocable Proxies.

  • The Irrevocable Proxies ---------------------------------- provided hereby shall expire on the earlier to occur of the Effective Date of the Merger or the termination of the Merger Agreement pursuant to its terms (in either case, the "Merger Termination Date").

  • No waiver of any of the provisions of this Agreement or the Irrevocable Proxies shall be deemed or shall constitute a waiver of such provision at any time in the future or a waiver of any other provision hereof or, in the case of the Irrevocable Proxies, any similar provision in another Irrevocable Proxy.

  • Subject to the preceding sentence, this Agreement and the Irrevocable Proxies will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns.

  • Except as otherwise provided in this Agreement or the Irrevocable Proxies, neither the failure nor any delay by any Party in exercising any right, power or privilege under this Agreement or the Irrevocable Proxies will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege.

  • Except as otherwise permitted in this Agreement or the Irrevocable Proxies, the terms or conditions of this Agreement and the Irrevocable Proxies may not be waived unless set forth in a writing signed by the Party or Parties entitled to the benefits thereof.

  • The persons and/or entities set forth on Schedule 3.22 to the Charts Disclosure Letter have agreed in writing to vote for approval of this Agreement and the Merger (and to vote against proposals conflicting or inconsistent with this Agreement and the Merger) pursuant to voting agreements attached hereto as Exhibits H 1-6 ("VOTING AGREEMENTS") and pursuant to Irrevocable Proxies in the form attached as Exhibit A thereto ("IRREVOCABLE PROXIES").

  • All registration rights agreements and voting agreements and proxies applicable to or affecting any outstanding shares or other securities of Charts (other than the Voting Agreements and the related Irrevocable Proxies referred to in Section 3.22) will be terminated and canceled by no later than immediately prior to the Effective Time.

  • The --------------------------------------------------- Shareholders Agreement, each of the Voting Agreements, the Registration Rights Agreement and each of the Irrevocable Proxies shall all become effective and be in full force without any Default thereunder simultaneous with the completion of the Initial Closing.


More Definitions of Irrevocable Proxies

Irrevocable Proxies shall have the meaning set forth in the preamble to this Agreement.
Sample 1Sample 2
Irrevocable Proxies shall have the meaning set forth in Section 3.27 of this Agreement.
Sample 1
Irrevocable Proxies shall have the meaning set forth in the Recitals.
Sample 1
Irrevocable Proxies has the meaning given in Section 3.25.
Sample 1
Irrevocable Proxies has the meaning specified in subsection 7(c).
Sample 1
Irrevocable Proxies as defined in clause 7.3 below.
Sample 1

Related to Irrevocable Proxies

  • Irrevocable Proxy means the agreement appointing the Platform or an affiliate of the Platform as the sole and exclusive attorney and proxy of the Investor, with full power of substitution and re-substitution, to vote and exercise all voting and related rights with respect to all of the securities of the Company that now are or hereafter may be beneficially owned by Investor.

  • proxies (as such terms are defined or used in Regulation 14A under the Exchange Act) or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of the Company of any of its Affiliates, except as set forth in Article II of this Agreement;

  • Irrevocable Transfer Agent Instructions means, with respect to the Company, the Irrevocable Transfer Agent Instructions, in the form of Exhibit E, executed by the Company and delivered to and acknowledged in writing by the Transfer Agent.

  • uncertificated proxy instruction means an instruction or notification sent by means of a relevant system and received by such participant in that system acting on behalf of the Company as the board may prescribe, in such form and subject to such terms and conditions as may from time to time be prescribed by the board (subject always to the facilities and requirements of the relevant system concerned);

  • Proxy means, in relation to any Meeting, a person appointed to vote under a Block Voting Instruction or a Form of Proxy other than:

  • Irrevocable Letter of Credit means an irrevocable letter on the financial institution’s standard form containing a request that the party to whom it is addressed pay the bearer or a person named therein money as a result of failure to perform or fulfill all the covenants, undertakings, terms, conditions and agreements contained in a contract.

  • Transfer Agent Instructions means, with respect to the Company, the Irrevocable Transfer Agent Instructions, in the form of Exhibit E, executed by the Company and delivered to and acknowledged in writing by the Transfer Agent.

  • Power of Attorney means a record that grants an agent authority to act in the place of a principal.

  • Initial Pledged Shares means, collectively, with respect to each Pledgor, the issued and outstanding shares of capital stock of each issuer described in Schedule 11 annexed to the Perfection Certificate together with all rights, privileges, authority and powers of such Pledgor relating to such interests in each such issuer or under any Organizational Document of each such issuer, and the certificates, instruments and agreements representing such shares of capital stock and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to the Initial Pledged Shares.

  • Pro Rata Rights Agreement means a written agreement between the Company and the Investor (and holders of other Safes, as appropriate) giving the Investor a right to purchase its pro rata share of private placements of securities by the Company occurring after the Equity Financing, subject to customary exceptions. Pro rata for purposes of the Pro Rata Rights Agreement will be calculated based on the ratio of (1) the number of shares of Capital Stock owned by the Investor immediately prior to the issuance of the securities to (2) the total number of shares of outstanding Capital Stock on a fully diluted basis, calculated as of immediately prior to the issuance of the securities.

  • Block Voting Instruction means, in relation to any Meeting, a document in the English language issued by a Paying Agent:

  • Restricted Note Legend means a legend substantially in the form set forth in Exhibit B-1.

  • Transfer Agent Instruction Letter means the letter from the Company to the Transfer Agent which instructs the Transfer Agent to issue Underlying Shares pursuant to the Transaction Documents, in the form of Exhibit B attached hereto.

  • Regulation S Temporary Global Note Legend means the legend set forth in Section 2.06(g)(iii) hereof.

  • Pledged Shares has the meaning provided in Section 2 hereof.

  • Instructions means communications transmitted by electronic or telecommunications media, including S.W.I.F.T., computer-to-computer interface, or dedicated transmission lines.

  • Global Note Legend means the legend set forth in Section 2.06(g)(2) hereof, which is required to be placed on all Global Notes issued under this Indenture.

  • Regulation S Securities means all Initial Securities offered and sold outside the United States in reliance on Regulation S.

  • Direct Participation means the total value of payments made to MBE or WBE firms for work that is completed in their Area of Specialty directly related to the performance of the subject matter of the contract.

  • Stock Power With respect to a Cooperative Loan, an assignment of the stock certificate or an assignment of the Cooperative Shares issued by the Cooperative Corporation.

  • Representative Shares shall have the meaning given in the Recitals hereto.

  • Voting Instructions means the instructions for voting on the Plan contained in the section of the Disclosure Statement entitled "SOLICITATION; VOTING PROCEDURES" and in the Ballots and the Master Ballots.

  • Regulation S Global Securities Appendix A

  • Non-Affiliate Legend means a legend substantially in the form set forth in Exhibit B-3.

  • Voting Equity Interests means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency.

  • Regulation S Global Notes means, collectively, the Temporary Regulation S Global Notes and the Permanent Regulation S Global Notes.