Conditional Irrevocable Proxy Sample Clauses

Conditional Irrevocable Proxy. For so long as this Agreement has not been validly terminated in accordance with Section 5.2, each Stockholder hereby irrevocably appoints Parent (and any Person or Persons designated by Parent) as its attorney-in-fact and proxy with full power of substitution and resubstitution, to the full extent of such Stockholder’s voting rights with respect to all such Stockholder’s Subject Shares (which proxy is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder) and which appointment is coupled with an interest, including for purposes of Section 212 of the DGCL) to vote (or issue instructions to the record holder to vote), and to execute (or issue instructions to the record holder to execute) written consents with respect to, all such Stockholder’s Subject Shares solely on the matters described in, and in accordance with the provisions of Section 1.2 if, and only if, such Stockholder fails to comply with the provisions of Section 1.2 (such proxy, the “Conditional Proxy”). The Conditional Proxy was given to secure the obligations of such Stockholder under Section 1.2, and in consideration of and as an additional inducement of Parent and Purchaser to enter into the Merger Agreement, and shall be irrevocable. The Conditional Proxy shall not be terminated by operation of any Law or upon the occurrence of any other event other than upon the valid termination of this Agreement in accordance with Section 5.2. Parent may terminate the Conditional Proxy with respect to a Stockholder at any time in its sole and absolute discretion by written notice provided to such Stockholder. Such Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the Conditional Proxy contained herein and hereby revokes any proxy previously granted by such Stockholder with respect to the Subject Shares that covers matters addressed by this Agreement.
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Conditional Irrevocable Proxy. In order to secure the obligations of the Shareholders to vote their Shares in accordance with the provisions of Section 1 hereof, each of the Shareholders hereby appoints the other as such Shareholder's true and lawful proxy and attorney, with full power of substitution, to vote all of such Shareholder's Shares in accordance with the provisions and intent of Section 1 hereof if, and only if, such Shareholder fails to comply with the provisions of Section 1. The proxy and powers granted by such Shareholder pursuant to this Section 2 are coupled with an interest and are given by such Shareholder to secure such Shareholder's duties to the other Shareholder hereunder. Such proxy shall be irrevocable for the term of this Agreement and shall survive the death, incompetency and disability of such Shareholder.
Sample 1Sample 2
Conditional Irrevocable Proxy. To secure each Principal Stockholder’s obligation to vote such Principal Stockholder’s shares of Company Stock in accordance with the provisions of this Agreement, each Principal Stockholder appoints Parent as such Principal Stockholder’s proxy and attorney, with full power of substitution, to vote all of such Principal Stockholder’s Subject Shares, in such proxy’s sole discretion, in accordance with Section 1 if such Principal Stockholder fails to comply with the provisions of Section 1. The proxy granted by each Principal Stockholder pursuant to this Section 2 is coupled with an interest and is given to secure the performance of such Principal Stockholder’s agreements under this Agreement. Such proxies are irrevocable and will survive the death, incompetency or disability of any Principal Stockholder or other holder of such Principal Stockholder’s stock and the merger or dissolution of any Principal Stockholder that is not a natural person. Principal Stockholder represents that, except for the proxy granted pursuant to Section 9.1 of the Series CC Preferred Stock Purchase Agreement, dated as of August 2, 2002, by and among the Company and the Purchasers (as defined therein), as amended (the “Series CC Purchase Agreement”), which proxy does not conflict with any of the provisions of this Agreement, any proxies heretofore given in respect of Principal Stockholder’s Subject Shares that may still be in effect are not irrevocable and that any such proxies are hereby revoked.
Sample 1
Conditional Irrevocable Proxy. Concurrently with the execution and delivery of this Agreement, the undersigned has executed and delivered to Buyer, pursuant to Section 212 of the New York Business Corporation Law, an irrevocable proxy, in the form attached as Exhibit A hereto, with respect the Shares. Buyer may exercise such proxy only if it appears that any of the Shares are or may be voted or a consent given otherwise than in accordance with this Agreement or the Shares are not voted or no consent is given.
Sample 1
Conditional Irrevocable Proxy. To secure each Owner’s obligation to vote such Owner’s Relevant Shares in accordance with the provisions of this Agreement, each Owner appoints Purchaser as such Owner’s proxy and attorney, with full power of substitution, to vote all of that Owner’s Relevant Shares, in such proxy’s sole discretion, in accordance with Section 1.1 or 1.2 if such Owner fails to comply with the provisions of such section. The proxy granted by each Owner pursuant to this Section 1.4 is coupled with an interest and is given to secure the performance of such Owner’s agreements under this Agreement. Such proxies are irrevocable and will survive the bankruptcy, insolvency, winding up or dissolution of any Owner. Each of the Owners represents that any proxies heretofore given by it in respect of any of the Relevant Shares that may still be in effect are not irrevocable and that any such proxies are hereby revoked. Without limiting the generality of the foregoing, no Owner has entered into any voting agreement (other than this Agreement) with any Person with respect to any of the Relevant Shares, granted any Person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Relevant Shares, deposited any of the Relevant Shares in a voting trust or entered into any arrangement or agreement with any Person limiting or affecting his, her or its legal power, authority or right to vote any of the Relevant Shares on any matter.
Sample 1
Conditional Irrevocable Proxy. Solely with respect to the matters described in Section 1.2, for so long as this Agreement has not been validly terminated in accordance with its terms, and in order to secure the obligations of the Stockholder to vote the Subject Shares in accordance with the provisions of Section 1.2 hereof, the Stockholder hereby irrevocably appoints Parent as its attorney and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder’s voting rights with respect to all Subject Shares (which proxy is irrevocable and which appointment is coupled with an interest, including for purposes of Section 212 of the DGCL) to vote, and to execute written consents with respect to, all of the Subject Shares solely on the matters described in Section 1.2 and in accordance therewith if, and only if, the Stockholder fails to comply with the provisions of Section 1.2. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with its terms; provided, that Parent may terminate this proxy at any time in its sole discretion by written notice provided to the Stockholder. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Section 1.3.
Sample 1

Related to Conditional Irrevocable Proxy

  • Irrevocable Proxy The Stockholder hereby irrevocably grants to, and appoints, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder's voting rights with respect to the Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1.

  • Agreement to Vote Shares; Irrevocable Proxy (a) Stockholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares to vote or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company: (i) in favor of the Series A Amendments and Series B Amendments and the Transaction, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof; (ii) against any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Series A Amendments and Series B Amendments and the Transaction; and (iii) in favor of any other matter necessary for the adoption of the Series A Amendments and Series B Amendments and consummation of the transactions contemplated by the Purchase Agreement (and each other document delivered thereunder), which is considered at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof, and in connection therewith to execute any documents reasonably requested by the Company or Purchaser that are necessary or appropriate in order to effectuate the foregoing.

  • Drawdown Notice irrevocable A Drawdown Notice must be signed by an officer of the Borrower; and once served, a Drawdown Notice cannot be revoked without the prior consent of the Lender.

  • Notice Irrevocable Any Notice of Borrowing (or telephonic notice in lieu thereof) made pursuant to Section 2.2(b) shall be irrevocable and the Borrower shall be bound to borrow the funds requested therein in accordance therewith.

  • Irrevocable Proxy and Power of Attorney Each party to this Agreement hereby constitutes and appoints as the proxies of the party and hereby grants a power of attorney to the President of the Company, and a designee of the Selling Investors, and each of them, with full power of substitution, with respect to the matters set forth herein, including, without limitation, election of persons as members of the Board in accordance with Section 1 hereto, votes to increase authorized shares pursuant to Section 2 hereof and votes regarding any Sale of the Company pursuant to Section 3 hereof, and hereby authorizes each of them to represent and vote, if and only if the party (i) fails to vote, or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such party’s Shares in favor of the election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of this Agreement or the increase of authorized shares or approval of any Sale of the Company pursuant to and in accordance with the terms and provisions of Sections 2 and 3, respectively, of this Agreement or to take any action necessary to effect Sections 2 and 3, respectively, of this Agreement. Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 6 hereof. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 6 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth herein.

Time is Money Join Law Insider Premium to draft better contracts faster.