Voting Agreement and Irrevocable Proxy definition

Voting Agreement and Irrevocable Proxy means the Voting Agreement and Irrevocable Proxy dated the date hereof among DHW Leasing, L.L.C., certain shareholders of the Company, the Company, Xxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxxxx and the Buyer. ARTICLE 2
Sample 1

Examples of Voting Agreement and Irrevocable Proxy in a sentence

  • Xxxxxx and the Investor will have executed and delivered the Voting Agreement and Irrevocable Proxy in the form attached as Exhibit C, which shall be in a form acceptable to the Investor in its sole discretion.

  • The execution and delivery of the Voting Agreement and Irrevocable Proxy have been duly and validly authorized by the Board of Directors of Target Parent and no other corporate proceedings on the part of Target Parent are necessary to authorize the Voting Agreement and Irrevocable Proxy.

  • Target Parent has the corporate power and authority to enter into the Voting Agreement and Irrevocable Proxy.

  • The Voting Agreement and Irrevocable Proxy has been duly and validly executed by Target Parent and such instrument constitutes a valid, binding and irrevocable obligation enforceable against Target Parent in accordance with its terms.

  • Each Shareholder shall execute and deliver the Voting Agreement and Irrevocable Proxy in the form of Exhibit L on even date with this Agreement.

  • No authorization, consent or approval of, or filing with, any governmental body or authority is necessary for the execution, delivery and operation of the Voting Agreement and Irrevocable Proxy.

  • Target Parent is not subject to or obligated under any charter, bylaw or contract provisions or any license, franchise or permit or subject to any order or decree, which would be breached or violated by executing and delivering the Voting Agreement and Irrevocable Proxy.

  • The voting of the shares of Target Common Stock under the Voting Agreement and Irrevocable Proxy in favor of the adoption of this Agreement and the approval of the Merger will be sufficient to approve this Agreement and the Merger under Nevada Law and Target's charter documents.

  • I hereby approve of the provisions of the Shareholders Buy-Sell and Voting Agreement and Irrevocable Proxy, including my spouse's granting of an Irrevocable Proxy to become effective upon his death, and agree that I will not take any action to frustrate the purpose and intent of, nor challenge the provisions of, the Shareholders Buy-Sell and Voting Agreement and Irrevocable Proxy.

  • The proxy was granted to Mr. Brian Stewart pursuant to a Voting Agreement and Irrevocable Proxy dated April 7, 2010, by each of DSAM Fund, LP, Arizona Bay Technology Ventures, LP, and Arizona Bay, LLC, and dated April 8, 2010, by each of Radisson Trading Company and A Plus International, Inc.

Related to Voting Agreement and Irrevocable Proxy

  • 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.

  • Voting Agreement has the meaning set forth in the Recitals.

  • Voting Agreements has the meaning set forth in the Recitals.

  • Agreement and Plan of Merger has the meaning set forth in the first recital above.

  • Standstill Agreement shall have the meaning set forth in Section 6.03.

  • Lockup Agreement means a Lockup Agreement in the form of Exhibit C hereto.

  • Assignment of Management Agreement means the Assignment of Management Agreement and Subordination of Management Fees, dated the same date as this Loan Agreement, among Borrower, Lender and Property Manager, including all schedules, riders, allonges and addenda, as such Assignment of Management Agreement may be amended from time to time, and any future Assignment of Management Agreement and Subordination of Management Fees executed in accordance with Section 6.09(d).

  • Reaffirmation Agreement means the Reaffirmation Agreement dated as of the Closing Date by the Borrower and the Guarantors to the Administrative Agent for the benefit of the Secured Parties.

  • Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit B attached hereto.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Guarantor Joinder Agreement means a guarantor joinder agreement substantially in the form of Exhibit 7.12 delivered by a Domestic Subsidiary of the Borrower pursuant to Section 7.12.

  • Acceptable Confidentiality Agreement means a confidentiality agreement that contains terms that are no less favorable in the aggregate to the Company, than those contained in the Confidentiality Agreement; provided, that such agreement and any related agreements shall not include any provision calling for any exclusive right to negotiate with such party or having the effect of prohibiting the Company from satisfying its obligations under this Agreement.

  • Election Agreement means an agreement in the form that the Company may designate from time to time that is consistent with the terms of the Plan.

  • Guaranty Agreement means an agreement executed by the Guarantors in substantially the form of Exhibit F-2 unconditionally guarantying on a joint and several basis, payment of the Indebtedness, as the same may be amended, modified or supplemented from time to time.

  • Initial Agreement has the meaning set forth in the Recitals.

  • Limited Guaranty With respect to any Series (or Class within such Series), any guarantee of, or insurance policy or other comparable form of credit enhancement with respect to, amounts required to be distributed in respect of such Series (or Class) or payments under all or certain of the Underlying Securities relating to such Series or Class, executed and delivered by a Limited Guarantor in favor of the Trustee, for the benefit of the Certificateholders, as specified in the related Supplement.

  • Joinder Agreements means for each Subsidiary, a completed and executed Joinder Agreement in substantially the form attached hereto as Exhibit G.

  • Subsidiary Joinder Agreement means a joinder to this Agreement, substantially in the form of Exhibit C.

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

  • Confidentiality Agreements shall have the meaning set forth in Section 6.7 hereof.

  • Confidentiality Agreement has the meaning set forth in Section 6.3.

  • Designation Agreement means a designation agreement entered into by a Lender (other than a Designated Bidder) and a Designated Bidder, and accepted by the Agent, in substantially the form of Exhibit D hereto.

  • Consent and Agreement means the Manufacturer Consent and Agreement [____], dated as of even date with the Participation Agreement, of Airframe Manufacturer.

  • Formation Agreement has the meaning attributed to it in Recital A;

  • Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.

  • Voting Trust Agreement means the Voting Trust Agreement entered into ---------------------- as of April 15, 1996 by and among Xxxxxx X. Xxxx; Xxxxx X. Xxxx, Xx.; Xxxxx X. Xxxx, Xx.; and F. Xxxxxx Xxxxxxx as the Voting Trustees and the stockholders of LSAI Holding Corp. who are parties thereto.