Appointment of Proxies. Each of the Management Stockholders hereby appoints Eric J. Lindberg (for so long as he is serving as the Chief Executive Officer) and if Eric J. Lindberg 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 Eric J. Lindberg (the “Lindberg Stockholders”) hereby appoints Eric J. Lindberg (the “Lindberg Proxy”) until changed as provided herein, each of the Executive Stockholders that is a Permitted Transferee of Steven MacGregor Read, Jr. (the “Read Stockholders”) until changed as provided herein hereby appoints Steven MacGregor 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, Lindberg 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’, Lindberg 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, Lindberg 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, Lindberg Stockholders or Other Stockholders, respectively, any amendment to this Agreement so long as such amendments shall apply equally to all Management Stockholders, Lindberg 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 Lindberg Stockholders hereby agrees not to assert any claim...
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 Bruce W. Williams, or in his absence either Janet Westling or Steve Zimmerman, 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 GARY L. FORBES AND TRACY H. COHEN AND EACH OF THEM ACTING SEPARATELY, THE TRUE AND LAWFUL ATTORNEY AND 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 2.08 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. 16.1 An appointment of a proxy shall be in writing, signed by or on behalf of the Appointor and shall be in such form as the Board may approve from time to time (if any). 16.2 The document appointing a proxy and any authority under which it is signed or a copy of such authority certified notarially or in some other way approved by the Board shall be deposited at the Company's registered office or at such other place within the United Kingdom as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting not less than 24 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote. An instrument of proxy which is not deposited or delivered in this manner shall be invalid.16.3 A vote given or poll demanded by proxy or by the duly authorised representative of a member shall be valid unless termination of the proxy or representative's authority is received by the Company at its registered office or the place at which the meeting is due to be held before the meeting begins.
Appointment of Proxies. A Successor Proxy or Alternate Proxy may be appointed, and a Primary Proxy may be re-appointed, by a writing duly executed by each Stockholder. No person may be appointed as a Successor Proxy or Alternate Proxy if such person is (i) Richard Sands, (ii) Robert Sands, or (iii) related or subordinate, in each case within the meaning of section 672(c) of the Internal Revenue Code of 1986, as amended, to either Richard Sands or Robert Sands.
Appointment of Proxies. A member may appoint not more than two proxies to attend at the same meeting. Where a member appoints more than one proxy, he shall specify the proportion of his shareholdings to be represented by each proxy. The instrument appointing a proxy or representative shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A proxy or representative may but need not be a member of the Company. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. The instrument appointing a proxy shall be in the common form or in such other form as the Directors may from time to time approve.
Appointment of Proxies. Each Management Shareholder hereby constitutes and appoints the Management Designees, and each of them, with full power of substitution, the Management Shareholder's true and lawful proxies and attorneys-in-fact, to vote the Shares as indicated in Section 2.1 at any meeting or, to the extent permitted by the Company's articles of incorporation or bylaws, in any written consent of the shareholders of the Company. Each Management Shareholder intends the proxy granted hereby to be irrevocable and coupled with an interest and will take such further action and execute such other instruments as may be necessary to effectuate the intent of this proxy. Each Management Shareholder hereby revokes any proxy previously granted by the Management Shareholder with respect to the Shares. During the term of this Agreement, no Management Shareholder shall grant any proxy to any Person which conflicts with the proxy granted herein and any attempt to do so shall be void.
Appointment of Proxies. SEE LISTING RULE 14.2 A member may appoint not more than 2 proxies to attend and act for the member at a meeting of members. An appointment of proxy must be made by written notice to the Company:
Appointment of Proxies. Shareholders who are unable to attend the EGM and wish to appoint a proxy to attend and vote at the EGM on their behalf will find attached to this Circular a Proxy Form which they are requested to complete, sign and return in accordance with the instructions printed thereon as soon as possible and in any event so as to arrive at the registered office of the Company not less than 48 hours before the time fixed for the EGM.
Appointment of Proxies