Company Proxy. (a) Each Company Stockholder hereby irrevocably makes, constitutes and appoints Saratoga to act as such Company Stockholder's true and lawful proxy and attorney-in-fact in the name and on behalf of such Company Stockholder to vote all of his, her or its shares of Company Common Stock for the approval of the Merger, the Merger Agreement and the transactions contemplated therein as set forth in Section 3(a) hereof (subject to Section 18 hereof). By giving this proxy, each such holder of Company Common Stock hereby revokes any other proxy granted by such Company Stockholder to vote any of such Company Stockholder's Securities with respect to such matters. This proxy, and the power of attorney and all authority contained herein, shall become effective as to any Company Stockholder only upon the failure of such Company Stockholder to vote or consent with respect to his shares in accordance with Section 3(a) hereof, following notice to such Company Stockholder to that effect.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Saratoga Beverage Group Inc), Agreement and Plan of Merger (Fresh Juice Co Inc), Standstill and Proxy Agreement (Saratoga Beverage Group Inc)
