Grant of Voting Proxy Sample Clauses
The Grant of Voting Proxy clause authorizes one party to act as a proxy and exercise voting rights on behalf of another party in specified matters. Typically, this clause outlines the scope of the proxy's authority, such as voting at shareholder meetings or on particular resolutions, and may set conditions or limitations on how the proxy can vote. Its core function is to ensure that voting power can be exercised even if the original holder is unavailable or wishes to delegate their rights, thereby facilitating decision-making and representation in corporate or organizational governance.
POPULAR SAMPLE Copied 1 times
Grant of Voting Proxy. Each Individual Founder and his or her Founder Affiliates (the “Granting Founder”) hereby irrevocably grants to, and appoints the other Individual Founder as such Granting Founder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Granting Founder, to vote or cause to be voted (including by written consent, if applicable) all Shares of such Individual Founder and his or her Founder Affiliates in the manner provided in Sections 1.3, 1.4 and 1.7 hereof (the “Voting Proxy”), as follows: (a) when neither Individual Founder has suffered an Incapacity, such Voting Proxy shall be given (i) to ▇▇▇▇▇ ▇▇▇▇▇▇, for each annual period beginning on January 1 and ending on December 31 in an odd year, and (ii) to ▇▇▇▇▇▇▇ ▇▇▇▇▇ for each annual period beginning on January 1 and ending on December 31 in an even year; or (b) when either Individual Founder has suffered an Incapacity, such Voting Proxy shall be given to the other Individual Founder (the applicable Individual Founder holder of such Voting Proxy given in clauses (a) and (b) being referred to at any such time herein as the “Individual Founder Proxy Holder”). Such Voting Proxy shall be irrevocable until this Agreement terminates pursuant to its terms or this Section 2.1 is amended to remove such grant of proxy in accordance with Section 7.6 hereof.
Grant of Voting Proxy. (a) If, following the Closing, (i) the Investor and Autotrader Group, Inc. or any of their Controlled affiliate purchases any additional Ordinary Shares (or ADSs) from the Sellers in future privately-negotiated transactions or from open market (such acquired shares, if any, are referred to as the “Future Investor Purchased Shares”), (ii) the Notes that have been issued pursuant to the Note Purchase Agreements remain issued and outstanding, (iii) the Management Group continues to Control the Company, and (iv) no Significant Triggering Event has occurred in respect of any member of the Management Group, then, at the written request of the Management Group, the Investor agrees, and agrees to cause Autotrader Group, Inc. and any of such Controlled affiliate (if applicable), to grant to Management SPV 1 a voting proxy solely in respect of forty percent (40%) of such Future Investor Purchased Shares that may be voted at any ordinary or special meeting of shareholders of the Company (the “Proxy Shares”).
(b) For avoidance of doubt, other than the Proxy Shares, such voting proxy (if requested to be granted by the Management Group) shall not apply to any other voting securities of the Company that are or may be beneficially owned by the Investor (whether directly or indirectly), including any Investor Purchased Shares, the remaining 60% of the Future Investor Purchased Shares or any other voting securities of the Company that may be otherwise acquired by the Investor.
(c) In addition, the voting proxy granted by the Investor to the Management Group under Section 3.2(a) above (if so requested by the Management Group) shall not, in any way, modify any of the obligations of the Management Group and the Management SPVs pursuant to Section 2.1(c) above.
Grant of Voting Proxy. Each Individual Founder and his Founder Affiliates hereby grant, effective upon such Individual Founder’s death or Disability (as defined in the Certificate of Incorporation) a voting proxy, coupled with an interest in all Shares of such Individual Founder and his Founder Affiliates, to vote all such Shares in the manner provided in Sections 1.2 and 1.4 hereof (the “Voting Proxy”), to the other Individual Founders as follows: (a) when there are two remaining Individual Founders who are not Disabled, such Voting Proxy shall be apportioned between such Individual Founders based on their relative voting power in the Company; or (b) when there is only one remaining Individual Founder who is not Disabled, such Voting Proxy shall be granted to such Individual Founder. Such Voting Proxy shall be irrevocable until this Agreement terminates pursuant to its terms or this Section 2.1 is amended to remove such grant of proxy in accordance with Section 7.6 hereof.