Common use of Grant of Irrevocable Proxy Clause in Contracts

Grant of Irrevocable Proxy. In the event that the Proxy is held invalid, unenforceable or revoked and Stockholder does not vote all of the Voting Shares in accordance with Section 2 hereof, subject to the approval of all applicable Gaming Authorities (as defined in the Merger Agreement), Stockholder hereby irrevocably appoints Parent or any designee of Parent the lawful agent, attorney, and proxy of Stockholder, during the term of this Agreement, to vote all of the Voting Shares in accordance with Section 2 hereof. Stockholder intends this proxy to be irrevocable, during the term of this Agreement, and coupled with an interest and will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by Stockholder with respect to the Voting Shares other than the Proxy. Stockholder shall not hereafter, unless and until the Termination Time, purport to vote (or execute a consent with respect to) any of the Voting Shares (other than through this irrevocable proxy or in accordance with Section 2 hereof) or grant any other proxy or power of attorney with respect to any of the Voting Shares, deposit any of the Voting 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 Voting Shares. Stockholder shall retain at all times the right to vote the Voting Shares in Stockholder's sole discretion on all matters other than those set forth in Section 2 hereof that are presented for a vote to the stockholders of Company generally.

Grant of Irrevocable Proxy. In the event that the Proxy is held invalid, unenforceable or revoked and Stockholder does not vote all of the Voting Shares in accordance with Section 2 hereof, subject to the approval of all applicable Gaming Authorities (as defined in the Merger Agreement), Stockholder hereby irrevocably appoints Parent or any designee of Parent the lawful agent, attorney, and proxy of Stockholder, during the term of this Agreement, to vote all of the Voting Shares in accordance with Section 2 hereof. Stockholder intends this proxy to be irrevocable, during the term of this Agreement, and coupled with an interest and will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by Stockholder with respect to the Voting Shares other than the ProxyShares. Stockholder shall not hereafter, unless and until the Termination Time, purport to vote (or execute a consent with respect to) any of the Voting Shares (other than through this irrevocable proxy or in accordance with Section 2 hereof) or grant any other proxy or power of attorney with respect to any of the Voting Shares, deposit any of the Voting 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 Voting Shares. Stockholder shall retain at all times the right to vote the Voting Shares in Stockholder's sole discretion on all matters other than those set forth in Section 2 hereof that are presented for a vote to the stockholders of Company generally.

Grant of Irrevocable Proxy. In Stockholder hereby irrevocably appoints as its proxy and attorney-in-fact Axxxx Xxxxxxx and Sxxxx Xxxxx, in their respective capacities as officers of Parent, and any other Person designated by Parent in writing (collectively, the event that “Grantees”), each of them individually, with full power of substitution and resubstitution, to the Proxy is held invalidfullest extent of Stockholder’s rights with respect to the Covered Company Shares, unenforceable or revoked and Stockholder does not vote all effective as of the Voting Shares date hereof and continuing until the termination of this Agreement in accordance with Section 2 hereof, subject to 5.1. herein (the approval of all applicable Gaming Authorities (as defined in the Merger Agreement“Voting Period”), Stockholder hereby irrevocably appoints Parent or any designee of Parent the lawful agent, attorney, and proxy of Stockholder, during the term of this Agreement, to vote all of (or execute written consents, if applicable) with respect to the Covered Company Shares solely as required pursuant to Section 2.1. (a) and Section 2.1. (b) hereof. The proxy granted by Stockholder hereunder shall be irrevocable during the Voting Shares in accordance with Section 2 hereof. Stockholder intends this proxy Period, shall be deemed to be irrevocable, during the term of this Agreement, and coupled with an interest sufficient in Law to support an irrevocable proxy, and Stockholder (a) will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and (b) hereby revokes any proxy previously granted by Stockholder with respect to the Voting Shares other than the Proxy. Stockholder shall not hereafter, unless and until the Termination Time, purport to vote (or execute a consent with respect to) any of the Voting Covered Company Shares (other than through this irrevocable proxy or in accordance with Section 2 hereof) or grant any other proxy or Routine Matters, as defined below). The power of attorney granted by Stockholder hereunder is a durable power of attorney and shall survive the bankruptcy, death or dissolution of Stockholder. Other than (i) as provided in this Section 2.3. , (ii) the granting of proxies to vote Covered Company Shares to an Affiliate of Stockholder as a Permitted Transfer and (iii) the granting of proxies to vote Covered Company Shares with respect to any the election of directors, ratification of the Voting Shares, deposit any appointment of the Voting Shares into a voting trust Company’s auditors at the Company’s annual meeting or enter into special meeting of stockholders, and other routine matters at the Company’s annual meeting or any agreement special meeting, in either case, to the extent such matters are not (other than x) inconsistent with the obligations contemplated by the Merger Agreement or this AgreementAgreement or (y) related to the transactions contemplated by the Merger Agreement or this Agreement (collectively, “Routine Matters”), arrangement, or understanding with any person, Stockholder shall not directly or indirectly, to vote, indirectly grant any proxyPerson any proxy (revocable or irrevocable), power of attorney or give instructions other authorization with respect to the voting of any of the Voting Stockholder’s Covered Company Shares. Parent may terminate this proxy with respect to Stockholder shall retain at all times the right any time at its sole election by written notice provided to vote the Voting Shares in Stockholder's sole discretion on all matters other than those set forth in Section 2 hereof that are presented for a vote to the stockholders of Company generally.

Grant of Irrevocable Proxy. In the event that the Proxy is held invalid, unenforceable or revoked and Stockholder does not vote all of the Voting Shares in accordance with Section 2 hereof, subject to the approval of all applicable Gaming Authorities (as defined in the Merger Agreement), Stockholder Xxxxxx hereby irrevocably appoints Parent May or any designee of Parent May the lawful agent, attorney, and proxy of StockholderXxxxxx, during the term of this Agreement, to (a) vote all the Shares in favor of the Voting Merger, (b) vote the Shares against any action or agreement that would result in accordance with Section 2 hereofa breach in any material aspect of any covenant, representation, or warranty or any other obligation or agreement of ZCMI under the Merger Agreement; and (c) vote the Shares against any action or agreement that would impede, interfere with, delay, postpone, or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving ZCMI, (ii) a sale or transfer of a material amount of the assets of ZCMI or a reorganization, recapitalization, or liquidation of ZCMI, (iii) any change in the management or board of directors of ZCMI, except as otherwise agreed to in writing by May, (iv) any change in the present capitalization or dividend policy of ZCMI; or (v) any other change in ZCMI s corporate structure. Stockholder Xxxxxx intends this proxy to be irrevocable, during the term of this Agreement, irrevocable and coupled with an interest and will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by Stockholder him with respect to the Voting Shares other than the ProxyShares. Stockholder Xxxxxx shall not hereafter, unless and until the Termination Timethis Agreement terminates, purport to vote (or execute a consent with respect to) any of the Voting Shares (other than through this irrevocable proxy or in accordance with Section 2 hereofproxy) or grant any other proxy or power of attorney with respect to any of the Voting Shares, deposit any of the Voting 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 Voting Shares. Stockholder Xxxxxx shall retain at all times the right to vote the Voting Shares in Stockholder's Xxxxxx s sole discretion on all matters other than those set forth in Section this Paragraph 2 hereof that are presented for a vote to the stockholders Shareholders of Company ZCMI generally.

Grant of Irrevocable Proxy. In the event that the Proxy is held invalid, unenforceable or revoked and Stockholder does not vote all of the Voting Shares in accordance with Section 2 hereof, subject to the approval of all applicable Gaming Authorities (as defined in the Merger Agreement), Stockholder hereby irrevocably appoints Parent or any designee of Parent the lawful agent, attorney, and proxy of Stockholder, during the term of this Agreement, to vote all of the Voting Shares in accordance with Section 2 hereof. Stockholder intends this proxy to be irrevocable, during the term of this Agreement, and coupled with an interest and will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and Shareholder hereby revokes any proxy previously and all previous proxies granted by Stockholder with respect to the Voting Shares other than the ProxyShareholder Shares. Stockholder shall not hereafterShareholder hereby grants to CellStar a proxy, unless irrevocably appointing, on behalf of CellStar, each of Xxxxxxx X. Xxxxx, Xxxxxxx Xxxxxxx, Xxxx X. Xxxxxxxxx or Xxxxxx Xxxxxxxxx as Shareholder's true and until the Termination Timelawful attorney-in-fact and proxy, purport to vote (or execute a consent with respect to) any of the Voting Shares (other than through this irrevocable proxy or in accordance with Section 2 hereof) or grant any other proxy or full and unlimited power of attorney with respect to any of the Voting Sharessubstitution, deposit any of the Voting Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement, or understanding with any person, directly or indirectlyfor and in Shareholder's name, to vote, grant express consent or dissent, or otherwise to exercise and utilize all such voting power with regard to the Shareholder Shares upon a good faith determination made solely by CellStar that an Event of Default (as such term is defined in that certain promissory note of Xxxx in favor of CellStar, Ltd. in the aggregate principal amount of $26,990,000, dated as of September 1, 1998 (the "Note")) has occurred under the Note, including, without limitation, all voting power to elect and remove any proxydirector, to vote and otherwise act, or give instructions written consent in lieu thereof, at all annual, special, and other meetings of the shareholders of Xxxx, and at any other time the Shareholder Shares are required to, or may, be voted or acted upon. CellStar shall notify the Shareholder in writing that an Event of Default under the Note has occurred; provided, that, such notice may be given concurrently with respect to the voting CellStar's exercise of any rights granted to it pursuant to this Agreement. The proxy granted by the Shareholder pursuant hereto is irrevocable and is coupled with an interest, and is granted in consideration of CellStar, Ltd.'s entering into the Voting Shares. Stockholder Credit Facility; provided that such proxy shall retain at all times the right to vote the Voting Shares be revoked upon termination of this Agreement in Stockholder's sole discretion on all matters other than those set forth in Section 2 hereof that are presented for a vote to the stockholders of Company generallyaccordance with its terms.

Grant of Irrevocable Proxy. In the event that the Proxy is held invalid, unenforceable or revoked and Stockholder does not vote all of the Voting Shares in accordance with Section 2 hereof, subject to the approval of all applicable Gaming Authorities (as defined in the Merger Agreement), Stockholder Xxxxxx hereby irrevocably appoints Parent May or any designee of Parent May the lawful agent, attorney, and proxy of StockholderXxxxxx, during the term of this Agreement, to (a) vote all the Shares in favor of the Voting Merger, (b) vote the Shares against any action or agreement that would result in accordance with Section 2 hereofa breach in any material aspect of any covenant, representation, or warranty or any other obligation or agreement of ZCMI under the Merger Agreement; and (c) vote the Shares against any action or agreement that would impede, interfere with, delay, postpone, or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving ZCMI, (ii) a sale or transfer of a material amount of the assets of ZCMI or a reorganization, recapitalization, or liquidation of ZCMI, (iii) any change in the management or board of directors of ZCMI, except as otherwise agreed to in writing by May, (iv) any change in the present capitalization or dividend policy of ZCMI; or (v) any other change in ZCMI s corporate structure. Stockholder Xxxxxx intends this proxy to be irrevocable, during the term of this Agreement, irrevocable and coupled with an interest and will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by Stockholder her with respect to the Voting Shares other than the ProxyShares. Stockholder Xxxxxx shall not hereafter, unless and until the Termination Timethis Agreement terminates, purport to vote (or execute a consent with respect to) any of the Voting Shares (other than through this irrevocable proxy or in accordance with Section 2 hereofproxy) or grant any other proxy or power of attorney with respect to any of the Voting Shares, deposit any of the Voting 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 Voting Shares. Stockholder Xxxxxx shall retain at all times the right to vote the Voting Shares in Stockholder's Xxxxxx s sole discretion on all matters other than those set forth in Section this Paragraph 2 hereof that are presented for a vote to the stockholders Shareholders of Company ZCMI generally.

Grant of Irrevocable Proxy. In the event that the Proxy is held invalid, unenforceable or revoked and Stockholder does not vote all of the Voting Shares in accordance with Section 2 hereof, subject to the approval of all applicable Gaming Authorities (as defined in the Merger Agreement), Stockholder ZRT hereby irrevocably appoints Parent May or any designee of Parent May the lawful agent, attorney, and proxy of StockholderZRT, during the term of this Agreement, to (a) vote all the Shares in favor of the Voting Merger, (b) vote the Shares against any action or agreement that would result in accordance with Section 2 hereofa breach in any material aspect of any covenant, representation, or warranty or any other obligation or agreement of ZCMI under the Merger Agreement; and (c) vote the Shares against any action or agreement that would impede, interfere with, delay, postpone, or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving ZCMI, (ii) a sale or transfer of a material amount of the assets of ZCMI or a reorganization, recapitalization, or liquidation of ZCMI, (iii) any change in the management or board of directors of ZCMI, except as otherwise agreed to in writing by May, (iv) any change in the present capitalization or dividend policy of ZCMI; or (v) any other change in ZCMI s corporate structure. Stockholder ZRT intends this proxy to be irrevocable, during the term of this Agreement, irrevocable and coupled with an interest and will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by Stockholder it with respect to the Voting Shares other than the ProxyShares. Stockholder ZRT shall not hereafter, unless and until the Termination Timethis Agreement terminates, purport to vote (or execute a consent with respect to) any of the Voting Shares (other than through this irrevocable proxy or in accordance with Section 2 hereofproxy) or grant any other proxy or power of attorney with respect to any of the Voting Shares, deposit any of the Voting 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 Voting Shares. Stockholder ZRT shall retain at all times the right to vote the Voting Shares in Stockholder's ZRT s sole discretion on all matters other than those set forth in Section this Paragraph 2 hereof that are presented for a vote to the stockholders Shareholders of Company ZCMI generally.

Grant of Irrevocable Proxy. In The Stockholder hereby appoints Company and any designee of Company, and each of them individually, as the Stockholder’s proxy, with full power of substitution and resubstitution, to vote, in the event that the Proxy is held invalidStockholder shall fail to take any action in accordance with the requirements of Section 2.1 hereof, unenforceable or revoked including by executing written consents, during the Voting Period with respect to any and Stockholder does not vote all of the Voting Subject Shares on the matters and in accordance with the manner specified in Section 2 hereof2.1; provided, subject however, that such vote shall be restricted to the approval matters set forth in Section 2.1 and such vote shall be (a) in favor of all applicable Gaming Authorities (as defined in i) any proposal to adopt and approve or reapprove the Merger Agreement and the other transactions contemplated thereby and (ii) waiving any notice that may have been or may be required relating to the Neurotrope Merger or any of the other transactions contemplated by the Merger Agreement), Stockholder hereby irrevocably appoints Parent or any designee of Parent the lawful agent, attorney, and proxy (b) against any Acquisition Proposal and any action in furtherance of Stockholder, during the term of this Agreement, to vote any such Acquisition Proposal. The Stockholder shall take all of the Voting Shares in accordance with Section 2 hereof. Stockholder intends this proxy to be irrevocable, during the term of this Agreement, and coupled with an interest and will take such further action or execute such other instruments as may be necessary to effectuate the intent of this any such proxy. The Stockholder affirms that the irrevocable proxy and given by it hereby revokes any proxy previously granted by Stockholder with respect to the Voting Shares other than Merger Agreement and the Proxytransactions contemplated thereby is given to Company by the Stockholder to secure the performance of the obligations of the Stockholder under this Agreement. It is agreed that Company (and its officers on behalf of Company) will use the irrevocable proxy that is granted by the Stockholder shall not hereafterhereby solely to the extent specified in this Section 2.2 and only in accordance with applicable Legal Requirements and that, unless to the extent Company (and until the Termination Timeits officers on behalf of Company) uses such irrevocable proxy, purport to it will only vote (or execute a consent with sign written consents in respect toof) any of the Voting Subject Shares (other than through this subject to such irrevocable proxy or in accordance with Section 2 hereof) or grant any other proxy or power of attorney with respect to any of the Voting Shares, deposit any of the Voting 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 matters specified in, and in accordance with the Voting Shares. Stockholder shall retain at all times the right to vote the Voting Shares in Stockholder's sole discretion on all matters other than those set forth in provisions of, Section 2 hereof that are presented for a vote to the stockholders of Company generally2.1.

Grant of Irrevocable Proxy. In order to better effect the event that provisions of Section 2, each Shareholder hereby revokes any previously executed proxies and hereby constitutes and appoints the Shareholder Representative (in such capacity, the “Proxy is held invalidHolder”), unenforceable individually and with full power of substitution, such Shareholder’s true and lawful proxy and attorney-in-fact to vote at any regular or revoked and Stockholder does not vote all special meeting of shareholders of the Voting Shares in accordance with Section 2 hereof, subject to the approval of all applicable Gaming Authorities (as defined Company in the Merger Agreement), Stockholder hereby irrevocably appoints Parent or any designee of Parent the lawful agent, attorneymanner provided herein, and proxy to execute any written consents in lieu of Stockholder, during the term of this Agreement, any such meetings. Each Shareholder hereby agrees to vote all of the Voting Shares in accordance with Section 2 hereof. Stockholder intends this proxy to be irrevocable, during the term of this Agreement, execute and coupled with an interest and will take such further action deliver any instruments or execute such other instruments as may be agreements necessary to effectuate the intent of this the previous sentence. This proxy and hereby revokes any proxy previously granted by Stockholder power of attorney shall be limited strictly to the power to vote the Shares (or execute written consents with respect to the Voting Shares other than Shares) in the Proxy. Stockholder shall not hereafter, unless and until the Termination Time, purport to vote (or execute a consent with respect to) any of the Voting Shares (other than through this irrevocable proxy or in accordance with Section 2 hereof) or grant any other proxy or power of attorney with respect to any of the Voting Shares, deposit any of the Voting 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 Voting Shares. Stockholder shall retain at all times the right to vote the Voting Shares in Stockholder's sole discretion on all matters other than those manner set forth in Section 2 hereof this Voting Agreement and shall not extend to any other matters. The irrevocable proxy granted pursuant hereto shall continue in effect until the termination of this Voting Agreement. Each Shareholder hereby acknowledges that are presented for the Company is relying on this Voting Agreement in authorizing the issuance of the Company Stock to such Shareholder and that the proxy granted hereby is coupled with an interest and is irrevocable to the maximum extent permitted by applicable law. The vote of the Proxy Holder shall control in any conflict between the Proxy Holder’s vote of the Shares and a vote by the Shareholder of the Shares, and the Company agrees to recognize the stockholders vote of the Proxy Holder instead of the vote of the Shareholder in the event the Shareholder does not vote in the manner provided herein on any matters as to which the Shareholder is entitled to vote. The Company generallyfurther agrees to recognize and accept any written consent executed by the Proxy Holder on behalf of a Shareholder, notwithstanding any contrary direction or instruction from the Shareholder.