Examples of Voting Proxy Agreement in a sentence
Upon further examination, however, and pursuant to the stringent standard for control just described, I find that the contractual restrictions levied on the Stockholder Defendants by the Amended Stockholders Agreement and Charter’s Certificate of Incorporation are sufficient to overcome any inference that Liberty Broadband was able to exercise actual control over Charter in relation to the Liberty Share Issuances and Voting Proxy Agreement.
That is all that I mean by “coercion” in this context.191Here, a majority of the unaffiliated stock was voted, in a single vote, in favor of the Issuances and the Voting Proxy Agreement.
The Director Defendants structured the vote on the Liberty Share Issuances and Voting Proxy Agreement such that failure to approve those transactions would cause the stockholders to lose the benefits of separate transactions, the Acquisitions.
Because I find, based on the applicable pleading-stage record and inferences, that the Issuances and Voting Proxy Agreement were extraneous to the Acquisitions, but receipt of the benefits of the Acquisitions was expressly conditioned on a positive vote on the Issuances and Voting Proxy Agreement, no ratification occurred.
If the Existing Shareholders have any outstanding rights to the Equity under this Agreement or under the Equity Pledge Agreement signed by the Parties hereunder or under the Shareholders Voting Proxy Agreement granted to the WFOE as the beneficiary, unless otherwise instructed by the WFOE in writing, neither of the Existing shareholders may exercise such rights.
Party B, together with Party A or Party B, entered into Exclusive Technical Consulting and Services Agreement, Exclusive Service Agreement, Exclusive Option Agreement, Shareholders Voting Proxy Agreement and Share Pledge Agreement and their amendment (“VIE Agreements”).
Mr. Luo is also deemed to be interested in the Shares held by Popogo Limited, Taurus Lee Limited and Nico and Winco Limited under the SFO, as pursuant to the Voting Proxy Agreement dated September 13, 2021, Mr. Luo, HD Luo Limited and Black Tea Limited are entitled to exercise the rights of the Shares of Popogo Limited, Taurus Lee Limited and Nico and Winco Limited.
This Supplementary Agreement shall have the same legal effect as the Voting Proxy Agreement.
Second Amended and Restated Shareholder Voting Proxy Agreement entered into by and among the Parties on March 20, 2020 (the “Voting Proxy Agreement”), each of the Pledgors has irrevocably appointed the person then designated by the Pledgee as its proxy to exercise all the voting rights it is entitled to as a shareholder of the Company.
The Directors consider that the terms of the Voting Proxy Agreement and the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and the Shareholders as a whole.