Irrevocable Proxies definition

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

  • Mr. Mohammad Abu-Ghazaleh has sole voting power with respect to the 7,154,260 Ordinary Shares beneficially held pursuant to the Irrevocable Proxies except that each shareholder who has granted Mr. Mohammad Abu-Ghazaleh an irrevocable proxy reserves the right to vote the shares with respect to any proposal relating to a change of control of the Company.

  • 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.

  • As a result of the execution of the Fosun Director Nomination Agreement, Vivo Director Nomination Agreement, Irrevocable Proxies, and Director Support Letter Agreements, each Reporting Person may be deemed to be members of a “group” within the meaning of Section 13 (d)( 3 ) of the Exchange Act with NFPH, Vivo LP and Fosun with respect to the election of directors of the Issuer as described in Item 4 of this Amendment No .

  • Mr. Mohammad Abu-Ghazaleh does not have dispositive power with respect to any shares that are beneficially held pursuant to the Irrevocable Proxies.

  • When giving the Commission a mandate to negotiate the CETA Agreement, the Member States should thus have set out as a precondition that CETA should be compatible with their own international human rights obligations.

  • To Target's knowledge, there are no contracts, commitments or agreements relating to voting, purchase or sale of Target's capital stock between or among, any of Target's stockholders, except for the stockholders delivering Irrevocable Proxies (as defined below).

  • Despite that, Genger did not notify Glenclova or Investors of the 2004 Transfers, nor did he provide to those Trump Group entities copies of the Irrevocable Proxies or his divorce settlement agreement.

  • 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.

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More Definitions of Irrevocable Proxies

Irrevocable Proxies shall have the meaning set forth in the preamble to this Agreement.
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Irrevocable Proxies shall have the meaning set forth in the Recitals.
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Irrevocable Proxies as defined in clause 7.3 below.
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Irrevocable Proxies has the meaning specified in subsection 7(c).
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Irrevocable Proxies shall have the meaning set forth in Section 3.27 of this Agreement.
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Irrevocable Proxies has the meaning given in Section 3.25.
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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 used in the proxy rules of the SEC) to vote, or seek to advise or influence any Person with respect to the voting of, any Voting Securities of the Company;

  • 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.

  • Block Voting Instruction means an English language document issued by a Paying Agent and dated in which:

  • 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.

  • 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.

  • 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.

  • 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.

  • Beneficial Ownership Certification means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

  • Voting Equity Interests means Equity Interests which at the time are entitled to vote in the election of, as applicable, directors, members or partners generally.

  • Form of Proxy means, in relation to any Meeting, a document in the English language available from the Registrar signed by a Holder of Registered Notes or, in the case of a corporation, executed under its seal or signed on its behalf by a duly authorised officer and delivered to the Registrar not later than 48 hours before the time fixed for such Meeting, appointing a named individual or individuals to vote in respect of the Registered Notes held by such Noteholder;

  • Voting Certificate means, in relation to any Meeting a certificate in the English language issued by a Paying Agent for Holders of Bearer Notes and dated in which it is stated:

  • Consent of the Stockholders means receipt by the Trustee of a certificate from the inspector of elections of the stockholder meeting certifying that the Company’s stockholders of record as of a record date established in accordance with Section 213(a) of the Delaware General Corporation Law, as amended (“DGCL”) (or any successor rule), who hold sixty-five percent (65%) or more of all then outstanding shares of the Common Stock and Class B common stock, par value $0.0001 per share, of the Company voting together as a single class, have voted in favor of such change, amendment or modification. No such amendment will affect any Public Stockholder who has otherwise indicated his election to redeem his shares of Common Stock in connection with a stockholder vote sought to amend this Agreement to modify the substance or timing of the Company’s obligation to redeem 100% of the Common Stock if the Company does not complete its initial Business Combination within the time frame specified in the Company’s amended and restated certificate of incorporation. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee may rely conclusively on the certification from the inspector or elections referenced above and shall be relieved of all liability to any party for executing the proposed amendment in reliance thereon.

  • Irrevocable trust means a trust over which no person holds a power of revocation. A power holder's lack of capacity to exercise a power of revocation negates the power of revocation unless an agent of the power holder under a durable power of attorney, a conservator of the power holder, or a plenary guardian of the power holder is serving and the agent, conservator, or guardian is authorized to exercise the power of revocation.

  • RBC instructions means the RBC report, including risk-based capital instructions adopted by the NAIC, as the RBC instructions may be amended by the NAIC from time to time in accordance with the procedures adopted by the NAIC.

  • Authorized Instructions shall have the meaning set forth in Section 1.5.

  • Foreign Subsidiary Voting Stock the voting Capital Stock of any Foreign Subsidiary.