IRREVOCABILITY; TERM OF PROXY Sample Clauses

IRREVOCABILITY; TERM OF PROXY. (a) The proxy granted hereby shall be IRREVOCABLE during its term. The term of this proxy shall be for a period commencing on the Effective Date with respect to the one million (1,000,000) Existing VLW Shares identified above in Section 3.1, and the "Deferred Proxy Effective Date" (as hereinafter defined) with respect to the balance of the VLW Voting Shares, and ending on June 30, 2003 unless on such date CEA II, Ltd. directly or through StarNet/CEA or others, is the beneficial owner of twenty percent (20%) or more of the outstanding voting stock of the Company, in which event the term shall extend for such period until CEA II, Ltd. is the beneficial owner of less than twenty percent (20%) of such outstanding voting stock (which period, as it may be extended, is herein referred to as the "Term"), provided that the proxy shall expire as to any of the VLW Voting Shares which are (i) acquired by CEA II, Ltd., pursuant to the exercise of the Rights of Refusal granted pursuant to Section 4 hereof, (ii) transferred to a third party pursuant to the exercise of the Tag-Along Rights granted pursuant to Section 5 hereof, (iii) transferred to a Third Party, as defined in Section 4.1, in a transaction in which CEA II, Ltd. has been afforded the Rights of Refusal provided for in Section 4 hereof and has not exercised such Rights, (iv) sold in a Proposed 1933 Act Sale in a transaction in which CEA II, Ltd. has been afforded the Rights of Refusal provided for in Section 4.2, 4.3 or 4.4, as applicable, and CEA II, Ltd. has not exercised such Rights, (v) acquired by CEA II, Ltd., pursuant to the exercise of the option granted pursuant to Section 6 hereof, or (vi) not subject to Rights of Refusal under this Agreement as a result of paragraph (b) of this Section 3.2 or otherwise.
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Related to IRREVOCABILITY; TERM OF PROXY

  • Irrevocability Except as otherwise provided in this Section 5, a Participant’s Payment Election shall be irrevocable.

  • Revocability This General Release shall not become effective or enforceable until seven (7) calendar days after the Executive signs it. The Executive may revoke his acceptance of this General Release at any time within that seven (7) calendar day period by sending written notice to the Company. Such notice must be received by the Company within the seven (7) calendar day period in order to be effective and, if so received, would void this General Release for all purposes.

  • Grant of Irrevocable Proxy; Appointment of Proxy (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, THE UNITHOLDERS EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, XXX X’XXXXXX AND XXXXXXX X. XXXX, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, AS THE UNITHOLDERS’ PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP CONFLICTS COMMITTEE OR THE WMLP CONFLICTS COMMITTEE, AS APPLICABLE) AND COUPLED WITH AN INTEREST AND EACH UNITHOLDER 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 OTHER PROXY PREVIOUSLY GRANTED BY THE UNITHOLDERS WITH RESPECT TO THE COVERED UNITS (AND EACH UNITHOLDER HEREBY REPRESENTS TO WMLP AND TMLP THAT ANY SUCH OTHER PROXY IS REVOCABLE).

  • Grant of Proxy Should the provisions of this Agreement be construed to constitute the granting of proxies, such proxies shall be deemed coupled with an interest and are irrevocable for the term of this Agreement.

  • Appointment of Proxy Each Shareholder hereby (a) irrevocably appoints Proxy as his or her attorney-in-fact and (b) irrevocably grants and assigns to Proxy any and all voting rights such Shareholder may now have, or may during the Term of this Agreement acquire, all with respect to the Stock owned by such Shareholder.

  • Irrevocability; Binding Effect The Purchaser hereby acknowledges and agrees that the subscription hereunder is irrevocable by the Purchaser, except as required by applicable law, and that this Subscription Agreement shall survive the death or disability of the Purchaser and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives, and permitted assigns. If the Purchaser is more than one person, the obligations of the Purchaser hereunder shall be joint and several and the agreements, representations, warranties, and acknowledgments herein shall be deemed to be made by and be binding upon each such person and such person’s heirs, executors, administrators, successors, legal representatives, and permitted assigns.

  • Grant of Proxy Voting Agreement (a) The Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities and hereby irrevocably appoints Parent as proxy for Stockholder to vote the Shares as to which Stockholder has voting power for Stockholder and in Stockholder’s name, place and stead, at any annual or special meeting of the stockholders of the Company, as applicable, or at any adjournment thereof, whether before or after the Acceptance Date (as defined in the Merger Agreement), solely for the adoption of the Merger Agreement and the approval of the Merger. Parent hereby acknowledges that the proxy granted hereby shall not be effective for any other purpose. The parties acknowledge and agree that neither Parent, nor Parent’s successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholders, agents and affiliates shall owe any duty to, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s fees) and compensation of any kind or nature whatsoever to the Stockholder in connection with or as a result of any voting by Parent of the Shares subject to the irrevocable proxy hereby granted to Parent at any annual or special meeting of the stockholders of the Company for the purpose set forth herein.

  • Voting Agreement Grant of Proxy The Stockholder hereby covenants and agrees that:

  • Voting of Proxies The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets and authorizes the Subadviser to delegate further such discretionary authority to a designee. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund’s security. The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and establish a process for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act, and Form N-CSR under the Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively.

  • Other Proxies Revoked Stockholder represents that any proxy heretofore given in respect of the Subject Shares is not irrevocable, and hereby revokes any and all such proxies.

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