Appointment of proxies. (a) (Requirements) Each instrument appointing a proxy shall be in writing and, together (if so required by the Trustee) with proof satisfactory to the Trustee of its due execution, shall be deposited at the registered office of the Trustee or at such other place as the Trustee shall designate or approve not less than 24 hours before the time appointed for holding the meeting or adjourned meeting at which the named proxy proposes to vote and in default, the instrument or proxy shall be treated as invalid unless the chairman of the meeting decides otherwise before such meeting or adjourned meeting proceeds to business. A notarially certified copy proof (if applicable) of due execution shall if required by the Trustee be produced by the proxy at the meeting or adjourned meeting but the Trustee shall not be obliged to investigate or be concerned with the validity of, or the authority of, the proxy named in any such instrument. Any person may act as a proxy whether or not that person is a Noteholder.
Appointment of proxies. 81 An appointment of a proxy shall be in writing signed by the appointor or his duly authorised attorney or, if the appointor is a corporation, shall either be executed under its seal or signed by an officer, attorney or other person authorised to sign it. If a member appoints more than one proxy and the proxy forms appointing those proxies would give those proxies the apparent right to exercise votes on behalf of the member in a general meeting over more shares than are held by the member, then each of those proxy forms will be invalid and none of the proxies so appointed will be entitled to attend, speak or vote at the relevant general meeting.
Appointment of proxies. Each of the Management Stockholders hereby appoints Xxxx X. Xxxxxxxx (for so long as he is serving as the Chief Executive Officer) and if Xxxx X. Xxxxxxxx is not serving as Chief Executive Officer, the Chief Executive Officer from time to time thereafter (the “Management Proxy”), each of the Executive Stockholders that is a Permitted Transferee of Xxxx X. Xxxxxxxx (the “Xxxxxxxx Stockholders”) hereby appoints Xxxx X. Xxxxxxxx (the “Xxxxxxxx Proxy”) until changed as provided herein, each of the Executive Stockholders that is a Permitted Transferee of Xxxxxx XxxXxxxxx Read, Jr. (the “Read Stockholders”) until changed as provided herein hereby appoints Xxxxxx XxxXxxxxx Read, Jr. (the “Read Proxy”) until changed as provided herein and each of the Other Stockholders hereby appoints H&F Globe Investor L.P. (the “Other Stockholder Proxy”) until changed as provided herein, in each case as the agent, proxy, and attorney-in-fact in connection with this Agreement and the actions contemplated herein for the Management Stockholders, Xxxxxxxx Stockholders, Read Stockholders and Other Stockholders, respectively, in each case with full power of substitution and re-substitution (including, without limitation, full power and authority to act on the Management Stockholders’, Xxxxxxxx Stockholders’, Read Stockholders’ and Other Stockholders’ behalf, respectively in connection with this Agreement and the actions contemplated herein) to take any action, should a Management Proxy, Xxxxxxxx Proxy, Read Proxy or the Other Stockholder Proxy, respectively, elect to do so in his or its sole discretion to execute and deliver on behalf of the Management Stockholders, Read Stockholders, Xxxxxxxx Stockholders or Other Stockholders, respectively, any amendment to this Agreement so long as such amendments shall apply equally to all Management Stockholders, Xxxxxxxx Stockholders, Read Stockholders or Other Stockholders. Each of the Management Stockholders hereby agrees not to assert any claim against, and agrees to indemnify and hold harmless, each Management Proxy from and against any and all losses incurred by such Management Proxy or any of his Affiliates, partners, employees, agents, investment bankers or representatives, or any Affiliate of any of the foregoing, relating to such Management Proxy’s capacity as a Management Proxy other than such claims or losses resulting from a Management Proxy’s willful misconduct. Each of the Xxxxxxxx Stockholders hereby agrees not to assert any claim...
Appointment of proxies. (a) (Proxy): Each appointment of a proxy must be in writing and, together (if required by the Security Trustee) with proof satisfactory to the Security Trustee of its due execution, must be deposited at the registered office of the Security Trustee or at such other place designated by the Security Trustee not less than 24 hours before the time appointed for holding the meeting or adjourned meeting at which the named proxy proposes to vote and in default, the appointment of proxy will not be treated as valid unless the chairman of the meeting decides otherwise before such meeting or adjourned meeting proceeds to business. A notarially certified copy of proof (if applicable) of due execution must if required by the Security Trustee be produced by the proxy at the meeting or adjourned meeting. The Security Trustee will be under no obligation to investigate or be concerned with the validity of, or the authority of, the proxy named in any such appointment. The proxy named in any appointment of proxy need not be a Voting Secured Creditor.
Appointment of proxies. (a) (Requirements) Each appointment of a proxy shall be in writing and shall be deposited at the registered office of the Security Trustee or in such other place as the Security Trustee shall designate or approve, together with proof satisfactory to the Security Trustee of its due execution (if so required by the Security Trustee), not less than 24 hours before the time appointed for holding the meeting or adjourned meeting at which the named proxy proposes to vote, and in default, the appointment of proxy shall not be treated as valid unless the chairman of the meeting decides otherwise before that meeting or adjourned meeting proceeds to business. A notarially certified copy proof of due execution as specified above (if applicable) shall, if required by the Security Trustee, be produced by the proxy at the meeting or adjourned meeting, but the Security Trustee shall not thereby be obliged to investigate or be concerned with the validity or the authority of the proxy named in any such appointment. The proxy named in any appointment of proxy need not be a Voting Mortgagee. -------------------------------------------------------------------------------- Page 42 --------------------------------------------------------------------------------
Appointment of proxies. 68 17.10 Corporate representatives............................................................................... 69 17.11 Rights of Representatives............................................................................... 69 17.12 Powers of a meeting of Noteholders...................................................................... 69 17.13 Extraordinary Resolution binding on Noteholders......................................................... 70 17.14 Minutes and records..................................................................................... 70 17.15 Written resolutions..................................................................................... 70 17.16 Further procedures for meetings......................................................................... 71 (iv) 18. THE TRUST MANAGER ............................................................................................... 71 18.1 Appointment of Trust Manager ........................................................................... 71 18.2 Complete powers of management .......................................................................... 71 18.3 Note issuance .......................................................................................... 72 18.4 Trust Manager to act in interests of Beneficiary and Noteholders ............................................................................................ 72 18.5 Trust Manager to assist Trustee ........................................................................ 72 18.6 Trust Manager's power to delegate ...................................................................... 72 18.7 Trust Manager's power to appoint advisers .............................................................. 73 18.8 Trust Manager's books available to Trustee ............................................................. 73 18.9 Trust Manager will account to Trustee for moneys received .............................................. 73 18.10 Trust Manager to report Pool Data on Reuters............................................................ 73 18.11 Trust Manager to prepare notices etc.................................................................... 74 18.12 Prior approval of circulars............................................................................. 74 18.13 Taxes................................................................................................... 74 18.14 Acquisition or disposal of Assets...........
Appointment of proxies. 8.1 Each appointment of a proxy:
Appointment of proxies. To implement any election of Directors, Minor Decision, or Major Decision approved or taken by the requisite vote at a Family Agreement Shareholders Meeting, each Family Agreement Shareholder hereby appoints Xxxxx X. Xxxxxxxx, or in his absence either Xxxxx Xxxxxxxx or Xxxxx Xxxxxxxxx, with full power of substitution in each of them, to vote and exercise all voting and related rights (to the fullest extent that such Family Agreement Shareholder is entitled to do so) in accordance with the outcome of voting determinations pursuant to Section 8.2 or Section 8.3, as the case may be, with respect to all of the Shares that now are or hereafter may be legally or beneficially owned by such Family Agreement Shareholder, and any and all other shares or securities of the Company issued or issuable in respect thereof on or after the date hereof. In order to implement this appointment, each Family Agreement Shareholder agrees to execute an Irrevocable Proxy in the form of Exhibit E hereto and to deliver such Irrevocable Proxy to the Secretary of the Company.
Appointment of proxies. EACH STOCKHOLDER HEREBY IRREVOCABLY APPOINTS, CONSTITUTES AND NOMINATES EACH OF MICHAEL L. BURROW AND GARY J. COURY AND EACH OF THEM ACTING SEPARATELY, XXX XXXX XXX XXWFUL XXXXXXXX XXX PROXY FOR THE STOCKHOLDER, WITH FULL POWER OF SUBSTITUTION, IN THE NAME, PLACE AND STEAD OF THE STOCKHOLDER, TO VOTE, AT THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD PURSUANT TO SECTION 2.07 OF THIS AGREEMENT, AND ANY ADJOURNMENT OR POSTPONEMENT OF SUCH SPECIAL MEETING, ALL SHARES OF COMPANY COMMON STOCK WHICH ARE REGISTERED IN THE NAME OF THE STOCKHOLDER ON THE STOCK TRANSFER RECORDS OF THE COMPANY, IN FAVOR OF THE MERGER AND THE PLAN OF MERGER DESCRIBED IN THIS AGREEMENT. EACH STOCKHOLDER IS GRANTING THE PROXY AND THE POWERS AND AUTHORITIES GRANTED IN THIS SECTION 11.15 IN CONSIDERATION OF OEI'S AND NEWCO'S EXECUTION OF THIS AGREEMENT AND THEIR AGREEMENT TO CONSUMMATE THE MERGER AND PAY THE MERGER CONSIDERATION, AND IN CONSIDERATION OF EACH OTHER STOCKHOLDERS' EXECUTION OF THIS AGREEMENT. EACH STOCKHOLDER ACKNOWLEDGES AND AGREES THAT THE PROXY GRANTED BY THE STOCKHOLDER UNDER THIS SECTION 11.15 IS IRREVOCABLE AND IS COUPLED WITH AN INTEREST IN THAT (I) OEI AND NEWCO ARE UNWILLING TO EXECUTE AND DELIVER THIS AGREEMENT UNLESS EACH STOCKHOLDER GRANTS THE PROXY, (II) THE MERGER IS IN THE BEST INTERESTS OF THE COMPANY AND WILL BENEFIT BOTH THE COMPANY AND ALL STOCKHOLDERS FROM A FINANCIAL POINT OF VIEW, AND (III) ALL OF THE OTHER STOCKHOLDERS WISH TO BE ASSURED THAT THE MERGER WILL BE APPROVED. ALL PREVIOUS PROXIES TO VOTE SHARES OF COMPANY COMMON STOCK OWNED BY A STOCKHOLDER ARE HEREBY REVOKED BY THAT STOCKHOLDER.
Appointment of proxies. By executing a Letter of Transmittal as set forth above, the tendering stockholder irrevocably appoints designees of Purchaser as such stockholder's attorneys-in-fact and proxies, each with full power of substitution, to the full extent of such stockholder's rights with respect to the Shares tendered by such stockholder and accepted for payment by Purchaser (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after the date of this Offer to Purchase). All such powers of attorney and proxies will be considered coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, Purchaser deposits the payment for such Shares with the Depositary. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder will be revoked, and no subsequent powers of attorney, proxies and consents may be given (and, if given, will 35 not be deemed effective). Purchaser's designees will, with respect to the Shares for which the appointment is effective, be empowered to exercise all voting and other rights of such stockholder as they, in their sole discretion, may deem proper at any annual, special or adjourned meeting of the stockholders of Travelocity, by written consent in lieu of any such meeting or otherwise. Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Purchaser's payment for such Shares, Purchaser must be able to exercise full voting rights with respect to such Shares. DETERMINATION OF VALIDITY. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of Shares will be determined by Purchaser in its sole discretion, which determination will be final and binding. Purchaser reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of Purchaser's counsel, be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities relating thereto have been cured or waived to the satisfaction of Purchaser. None of ...
