Irrevocable Proxy Coupled with an Interest. Subject to the last sentence of this Section 6, by execution of this Agreement, the Stockholder does hereby appoint the Company with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of the Stockholder’s rights with respect to the Shares, to vote, each of such Shares solely with respect to the matters set forth in Section 1 hereof at any meeting of the stockholders of the Company or any adjournment or postponement thereof. THE STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE AND COUPLED WITH AN INTEREST HEREUNDER UNTIL THE EXPIRATION DATE AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE STOCKHOLDER WITH RESPECT TO THE SHARES AND REPRESENTS THAT NONE OF SUCH PREVIOUSLY-GRANTED PROXIES ARE IRREVOCABLE. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date of this Agreement.
Irrevocable Proxy Coupled with an Interest. Such Stockholder hereby affirms that the irrevocable proxy set forth in this Article 4 is coupled with an interest, and may under no circumstances be revoked until its termination upon the Expiration Date. Such Stockholder hereby ratifies and confirms all that such proxies may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 78.355 of the NRS.
Irrevocable Proxy Coupled with an Interest. Subject to the second to last sentence of this Section 7, for so long as this Agreement has not been validly terminated in accordance with its terms, the Stockholder does hereby appoint Parent with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of the Stockholder’s rights with respect to the Shares, to vote, each of such Shares solely with respect to the matters set forth in Section 1 hereof at any meeting of the stockholders of the Company occurring during the term of this Agreement or any adjournment or postponement thereof. THE STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE AND COUPLED WITH AN INTEREST HEREUNDER UNTIL THE TERMINATION DATE AND SUCH PROXY SHALL NOT BE TERMINATED BY OPERATION OF ANY LAW OR UPON THE OCCURRENCE OF ANY OTHER EVENT OTHER THAN THE TERMINATION OF THIS AGREEMENT OR OCCURRENCE OF THE TERMINATION DATE, IN EACH CASE PURSUANT TO SECTION 2 ABOVE, AND THE STOCKHOLDER HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE STOCKHOLDER WITH RESPECT TO THE SHARES AND, EXCEPT AS SET FORTH IN THIS SECTION OR IN SECTION 12 HEREOF, IS INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 212 OF THE DGCL. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Termination Date. The Stockholder hereby revokes any proxies previously granted, agrees to cause to be revoked any proxies that such Stockholder has heretofore granted with respect to the Shares and represents that none of such previously-granted proxies are irrevocable. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 7 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement. If during the term of this Agreement for any reason the proxy granted herein is not irrevocable, then Stockholder agrees that it shall vote its Shares in accordance with this Section 7 as instructed by Parent in writing. The parties agree that the foregoing shall be a voting agreement created under Section 218 of the DGCL.
Irrevocable Proxy Coupled with an Interest. The Stockholder acknowledges that Chesapeake will enter into the Merger Agreement in reliance upon this Agreement, including the Proxy, and that the Proxy is granted in consideration for the execution and delivery of the Merger Agreement by Chesapeake. THE STOCKHOLDER AGREES THAT THE PROXY AND ALL OTHER POWER AND AUTHORITY INTENDED TO BE CONFERRED HEREBY IS COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE POWER AND, EXCEPT AS PROVIDED IN SECTION 10 ABOVE, SHALL NOT BE TERMINATED BY ANY ACT OF THE STOCKHOLDER BY LACK OF APPROPRIATE POWER OR AUTHORITY OR BY THE OCCURRENCE OF ANY OTHER EVENT OR EVENTS.
Irrevocable Proxy Coupled with an Interest. USHSC hereby grants Xxxxxxx an irrevocable proxy and exclusive right to vote all of the Pledged Shares from and after the date of this Agreement in such manner as determined by Xxxxxxx in his sole and absolute discretion. Such proxy shall be coupled with an interest and irrevocable and shall continue in full force and effect until the earlier of (i) Closing, (ii) SMAN’s cash payment to Xxxxxxx of the entire indebtedness owed under the Note, or (iii) termination of this agreement pursuant to Article VI below. Xxxxxxx’x exclusive right to vote the Pledged Shares pursuant to such proxy shall include, but not be limited to, the right to vote for the election of all or any one or more of the directors of Precision.
Irrevocable Proxy Coupled with an Interest. Such Stockholder hereby affirms that the irrevocable proxy set forth in this Article 4 is intended to secure the obligations of the Stockholder under Article 3 hereof, given to induce the Purchaser to enter into the Merger Agreement and coupled with an interest, and may under no circumstances be revoked until its termination upon the Expiration Date. Such Stockholder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL.
Irrevocable Proxy Coupled with an Interest. The Stockholder acknowledges ------------------------------------------ that Chesapeake will enter into the Merger Agreement in reliance upon this Agreement, including the Proxy, and that the Proxy is granted in consideration for the execution and delivery of the Merger Agreement by Chesapeake. THE STOCKHOLDER AGREES THAT THE PROXY AND ALL OTHER POWER AND AUTHORITY INTENDED TO BE CONFERRED HEREBY IS COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE POWER AND, EXCEPT AS PROVIDED IN PARAGRAPH 10 ABOVE, WILL NOT BE TERMINATED BY ANY ACT OF THE STOCKHOLDER BY LACK OF APPROPRIATE POWER OR AUTHORITY OR BY THE OCCURRENCE OF ANY OTHER EVENT OR EVENTS.
Irrevocable Proxy Coupled with an Interest. (a) In order to effect the foregoing voting arrangement, each Stockholder hereby irrevocably designates and appoints the then current Proxy as such Stockholder’s sole and exclusive attorney-in-fact and proxy, with full power of substitution and re-substitution, for and in such Stockholder’s name, to vote and exercise all voting rights (to the fullest extent such Stockholder is entitled to do so) with respect to the Voting Shares in the manner and to the effect determined by the Proxy, whether at any meeting of the stockholders of the Company (including any adjournment(s), postponement(s) or continuation(s) thereof) and in any other circumstances upon which the vote, consent (including a written consent in lieu of a meeting), or other approval of the stockholders of the Company is sought. The irrevocable proxy and power of attorney granted by each Stockholder pursuant to this Section 4 shall terminate on the earliest to occur of (i) such time that such Stockholder no longer owns the Voting Shares, (ii) the sale of all or substantially all of the assets of the Company or the consolidation or merger of the Company with or into any other business entity pursuant to which stockholders of the Company prior to such consolidation or merger hold less than 50% of the voting equity of the surviving or resulting entity, (iii) the liquidation, dissolution or winding up of the business operations of the Company, and (iv) the filing or consent to filing of any bankruptcy, insolvency or reorganization case or proceeding involving the Company or otherwise seeking any relief under any laws relating to relief from debts or protection of debtors generally (the “Expiration Date”).
Irrevocable Proxy Coupled with an Interest. Pursuant to the terms and provisions of that certain Mutual Settlement Agreement and Release, made and entered into the 5th day of April, 2000, as modified by that certain Addendum to Mutual Settlement Agreement and Release (collectively, the “Agreement”), by and between Txxxxx Xxxxx Xxxxxxxxxx and Jxxx Xxxxxxxx Xxxxxxxxxx and WP&G Distributing, Inc., on the one hand, and Dxxx X. Xxxxxx, Bxxxx Xxxxxxx, and Coffee Chef, Inc., on the other hand, the undersigned, Txxxxx X. Xxxxxxxxxx, individually, and Txx Xxxxxxxxxx & Jxxx Xxxxxxxxxx, as joint tenants with right of survivorship and not as tenants in common, do hereby irrevocably nominate, constitute, and appoint Dxxx X. Xxxxxx, whose address is Pxxx Xxxxxx Xxx 00000, Xxxxxxx, Xxxxxxxx 00000, or his assignee, their proxy to exercise all voting rights and privileges at all meetings of shareholders of United States Exploration, Inc., a Colorado corporation (the “Corporation”), with respect to 13,400 shares of $.0001 par value common stock of the Corporation represented by Stock Certificate No. and 23,000 shares of $.0001 par value common stock of the Corporation represented by Stock Certificate No. 2097, and both held by Txxxxx X. Xxxxxxxxxx, individually, and 354,600 shares of $.0001 par value common stock of the Corporation represented by Stock Certificate No. 2347 and held by Txx Xxxxxxxxxx & Jxxx Xxxxxxxxxx, as joint tenants with right of survivorship and not as tenants in common, until the sale by Txxxxx X. Xxxxxxxxxx, individually, or by Txx Xxxxxxxxxx & Jxxx Xxxxxxxxxx, as joint tenants with right of survivorship and not as tenants in common, of all or a portion of the Remaining Shares (as defined in the Agreement) to any nonaffiliated person or entity, to the extent of such transferred shares. This Proxy shall neither affect nor survive any such sale to any nonaffiliated person or entity. This proxy is irrevocable and coupled with an interest. Executed and effective as of May 31, 2000. /s/ Txxxxx X. Xxxxxxxxxx Txxxxx X. Xxxxxxxxxx, Individually Executed and effective as of May 31, 2000. /s/ Txx Xxxxxxxxxx Txx Xxxxxxxxxx, as Joint Tenant with right of survivorship and not as tenant in common Executed and effective as of May 31, 2000. /s/ Jxxx Xxxxxxxxxx
Irrevocable Proxy Coupled with an Interest. The Stockholder acknowledges that Lexicon will enter into the Merger Agreement in reliance upon this Agreement, including the Proxy, and that the Proxy is granted in consideration for the execution and delivery of the Merger Agreement by Lexicon. THE STOCKHOLDER AGREES THAT THE PROXY AND ALL OTHER POWER AND AUTHORITY INTENDED TO BE CONFERRED HEREBY IS COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE POWER AND, EXCEPT AS PROVIDED IN PARAGRAPH 13 ABOVE, SHALL NOT BE TERMINATED BY ANY ACT OF THE STOCKHOLDER BY LACK OF APPROPRIATE POWER OR AUTHORITY OR BY THE OCCURRENCE OF ANY OTHER EVENT OR EVENTS.
