Common use of Irrevocable Proxy Clause in Contracts

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by law, with respect to the Shares.

Appears in 20 contracts

Samples: Voting Agreement (Thinkorswim Group Inc.), Tender and Voting Agreement (Insilicon Corp), Voting Agreement (Td Ameritrade Holding Corp)

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Irrevocable Proxy. Concurrently Contemporaneously with the execution of ----------------- this Agreement, the Stockholder : (i) Shareholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”)A, which shall be irrevocable to the fullest extent permissible permitted by lawlaw (the "Proxy"), with respect to the Sharesall Shares owned of record by ----- Shareholder; and (ii) Shareholder shall cause to be delivered to Parent additional Proxies executed on behalf of each record owner of any Shares owned beneficially (but not owned of record) by Shareholder.

Appears in 14 contracts

Samples: Tender and Voting Agreement (Durakon Industries Inc), Voting Agreement (Lpiv Acquisition Corp), And Voting Agreement (Durakon Industries Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall Shareholder agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A I (the “Proxy”), which shall be irrevocable to the fullest extent permissible by lawirrevocable, with respect to the Shares, subject to the other terms of this Agreement.

Appears in 8 contracts

Samples: Agreement and Plan of Merger (Matria Healthcare Inc), Voting Agreement (Inverness Medical Innovations Inc), Voting Agreement (Primus Knowledge Solutions Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a an irrevocable proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible permitted by applicable law, with respect to the covering all Shares.

Appears in 6 contracts

Samples: Form of Voting Agreement (Trammell Crow Co), Voting Agreement (Cb Richard Ellis Group Inc), Form of Voting Agreement (Intellisync Corp)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent Buyer a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by law, with respect to the Shares.

Appears in 5 contracts

Samples: Company Voting Agreement (Epresence Inc), Parent Voting Agreement (Ferry William P), Parent Voting Agreement (Epresence Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”)) with respect to the Subject Shares, which shall be irrevocable to the fullest extent permissible by law, with respect to the Shares.

Appears in 5 contracts

Samples: Voting Agreement (Baker Julian), Voting Agreement (Ardea Biosciences, Inc./De), Voting Agreement (Stewart Brian)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the ----------------- Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”"PROXY"), which shall be irrevocable to the fullest extent permissible by lawirrevocable, with respect to the Sharestotal number of shares of capital stock of Parent beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by Stockholder set forth therein.

Appears in 5 contracts

Samples: Voting Agreement (Rational Software Corp), Voting Agreement (Rational Software Corp), Voting Agreement (Rational Software Corp)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder Shareholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by law, with respect to the Shares.

Appears in 5 contracts

Samples: Form of Voting Agreement (Quantum Corp /De/), Voting Agreement (Stanton John W), Form of Voting Agreement (Advanced Digital Information Corp)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder Interest Holder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable until following the Expiration Date to the fullest extent permissible by law, with respect to all the SharesEquity Interests.

Appears in 5 contracts

Samples: Voting Agreement (Davita Inc), Support Agreement (Davita Inc), Support Agreement (Davita Inc)

Irrevocable Proxy. Concurrently Contemporaneously with the execution of this ----------------- Agreement, the Stockholder : (i) Shareholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”)A, which shall be irrevocable to the fullest extent permissible permitted by lawlaw (the "Proxy"), with respect to the Sharesall Shares owned of record by Shareholder; ----- and (ii) Shareholder shall cause to be delivered to Parent additional Proxies executed on behalf of each record owner of any Shares owned beneficially (but not owned of record) by Shareholder.

Appears in 4 contracts

Samples: And Voting Agreement (Lpiv Acquisition Corp), And Voting Agreement (Lpiv Acquisition Corp), And Voting Agreement (Durakon Industries Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the ----------------- Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”"PROXY"), which shall be irrevocable to the fullest extent permissible by lawirrevocable, with respect to the Sharestotal number of shares of capital stock of the Company beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by Stockholder set forth therein.

Appears in 4 contracts

Samples: Voting Agreement (Rational Software Corp), Voting Agreement (Rational Software Corp), Voting Agreement (Rational Software Corp)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent Buyer a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by lawirrevocable, with respect to the Shares, subject to the other terms of this Agreement.

Appears in 4 contracts

Samples: Voting Agreement (Spacedev, Inc.), Voting Agreement (Sierra Nevada CORP), Voting Agreement (Sierra Nevada CORP)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which is coupled with an interest and shall be irrevocable to the fullest extent permissible permitted by law, with respect to the Sharesshares referred to therein, which Proxy shall remain in effect until the Termination Date.

Appears in 3 contracts

Samples: Form of Voting Agreement (JDS Uniphase Corp /Ca/), Agreement and Plan of Merger (Crane & Co Inc), Voting Agreement (American Bank Note Holographics Inc)

Irrevocable Proxy. Concurrently with the execution of this ----------------- Agreement, the Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A I (the "Proxy"), which shall be irrevocable to the fullest extent permissible by lawirrevocable, with respect to the Shares, subject to the other terms of this Agreement.

Appears in 3 contracts

Samples: Voting Agreement (Verisign Inc/Ca), Voting Agreement (Verisign Inc/Ca), Voting Agreement (Verisign Inc/Ca)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a an irrevocable proxy in the form attached hereto as Exhibit Appendix A (the “Proxy”), which shall be irrevocable to the fullest extent permissible permitted by applicable law, with respect to covering the total number of Shares and New Shares.

Appears in 3 contracts

Samples: Form of Company Voting Agreement (3com Corp), Company Voting Agreement (McHale John F), Company Voting Agreement (Tippingpoint Technologies Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by law, with respect to the Subject Shares.

Appears in 3 contracts

Samples: Tender and Voting Agreement (Lacrosse Footwear Inc), Tender and Voting Agreement (Abc-Mart, Inc.), Tender and Voting Agreement (Abc-Mart, Inc.)

Irrevocable Proxy. Concurrently The Shareholder hereby agrees to deliver to Parent, concurrently with the execution and delivery of this Agreement, the Stockholder shall deliver to Parent a proxy Proxy in the form attached hereto as Exhibit A (the “Proxy”)A, which shall be irrevocable to the fullest extent permissible permitted by applicable law, with respect to the Shares.

Appears in 3 contracts

Samples: Company Shareholder Voting Agreement (August Technology Corp), Company Shareholder Voting Agreement (Nanometrics Inc), Company Shareholder Voting Agreement (Nanometrics Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A I (the “Proxy”"PROXY"), which shall be irrevocable to the fullest extent permissible by lawset forth therein, with respect to the Shares.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Neoforma Com Inc), Agreement and Plan of Merger (Eclipsys Corp), Company Voting Agreement (Wilfam Lp)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall deliver to Parent Purchaser a proxy (the “Proxy”) in the form attached hereto as Exhibit A (the “Proxy”), B which shall be irrevocable to the fullest extent permissible by law, with respect to the Shares.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Globalive Communications Corp.), Agreement and Plan of Merger (Yak Communications Inc), Support and Exchange Agreement (Yak Communications Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall deliver to Parent a Docent an irrevocable proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible permitted by applicable law, with respect to the Shares.

Appears in 3 contracts

Samples: Voting Agreement (Docent Inc), Voting Agreement (Hockey Merger Corp), Voting Agreement (Click2learn Inc/De/)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A B (the “Proxy”), which shall be irrevocable to the fullest extent permissible by applicable law, with respect to the Shares.

Appears in 3 contracts

Samples: Stock Voting Agreement (Haggar Corp), Stock Voting Agreement (Haggar Corp), Stock Voting Agreement (Haggar Corp)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent Company a proxy in the form attached hereto as Exhibit A (the "Proxy"), which shall be irrevocable to the fullest extent permissible by lawirrevocable, with respect to the Sharestotal number of shares of capital stock of Parent beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by Stockholder set forth therein.

Appears in 2 contracts

Samples: Triquint Semiconductor Voting Agreement (Sawtek Inc \Fl\), Triquint Semiconductor Voting Agreement (Triquint Semiconductor Inc)

Irrevocable Proxy. Concurrently Contemporaneously with the execution of ----------------- this Agreement, the Stockholder : (i) Shareholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”)A, which shall be irrevocable to the fullest extent permissible permitted by lawlaw (the "Proxy"), with respect to the Sharesall Shares owned of record by Shareholder; and (ii) Shareholder shall cause to be delivered to Parent additional Proxies executed on behalf of each record owner of any Shares owned beneficially (but not owned of record) by Shareholder.

Appears in 2 contracts

Samples: Tender and Voting Agreement (Durakon Industries Inc), Tender and Voting Agreement (Lpiv Acquisition Corp)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver and hereby delivers to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be coupled with an interest and, until the Expiration Date, be irrevocable to the fullest extent permissible by applicable law, with respect to the Shares.

Appears in 2 contracts

Samples: Company Voting Agreement (Vantagemed Corp), Company Voting Agreement (Palm Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the ----------------- Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”"PROXY"), which shall be irrevocable to the fullest extent permissible by lawirrevocable, with respect to the Shares.

Appears in 2 contracts

Samples: Merger Agreement (McAfee Associates Inc), Merger Agreement (McAfee Associates Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by lawirrevocable, with respect to the Shares, subject to the other terms of this Agreement.

Appears in 2 contracts

Samples: Voting Agreement (Ligand Pharmaceuticals Inc), Voting Agreement (Warburg Pincus Private Equity Viii L P)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A I (the “Proxy”"PROXY"), which shall be irrevocable to the fullest extent permissible by lawirrevocable, with respect to the Shares, subject to the other terms of this Agreement.

Appears in 2 contracts

Samples: Voting and Tender Agreement (Progress Software Corp /Ma), Voting Agreement (Macromedia Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall Shareholder agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A 1 (the “Proxy”), which shall be irrevocable to the fullest extent permissible by law, with respect to the Shares, subject to the other terms of this Agreement.

Appears in 2 contracts

Samples: Voting Agreement (Tangram Enterprise Solutions Inc), Voting Agreement (Tangram Enterprise Solutions Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A I (the “Proxy”), which shall be irrevocable to the fullest extent permissible by lawirrevocable, with respect to the Shares, subject to the other terms of this Agreement.

Appears in 2 contracts

Samples: Voting and Tender Agreement (Neon Systems Inc), Voting and Tender Agreement (Neon Systems Inc)

Irrevocable Proxy. Concurrently Contemporaneously with the execution of this ----------------- Agreement, the Stockholder shall will deliver to Parent a proxy with respect to Shares in the form attached hereto as Exhibit A (the “Proxy”)1, which shall proxy will be irrevocable to the --------- fullest extent permissible permitted by lawapplicable law (the "Proxy"); provided, however, that the Proxy shall be revoked upon termination of this Agreement in accordance with respect to the Sharesits terms.

Appears in 2 contracts

Samples: Voting Agreement (Broadbase Software Inc), Voting Agreement (Kana Communications Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent Buyer a proxy in the form attached hereto as Exhibit Annex A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by law, with respect to the Shares.

Appears in 2 contracts

Samples: Majority Stockholder Voting Agreement (Infospace Inc), Majority Stockholder Voting Agreement (Epresence Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall Shareholder agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the "Proxy"), which shall be irrevocable to the fullest extent permissible by lawirrevocable, with respect to the Sharestotal number of shares of capital stock of Company beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by Shareholder set forth therein.

Appears in 2 contracts

Samples: Voting Agreement (Sawtek Inc \Fl\), Voting Agreement (Triquint Semiconductor Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by law, with respect to the SharesShares and which is granted in consideration of Parent entering into this Agreement and the Merger Agreement and incurring any related fees and expenses.

Appears in 2 contracts

Samples: Voting Agreement (Wilshire Enterprises Inc), Voting Agreement (Jekogian Iii Nickolas W)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent Buyer a proxy in the form attached hereto as Exhibit A (the "Proxy"), which shall be irrevocable to the fullest extent permissible by law, with respect to the Shares.

Appears in 2 contracts

Samples: Parent Voting Agreement (Switchboard Inc), Company Voting Agreement (Switchboard Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the each Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A Annex B (the “Proxy”), which shall be irrevocable to the fullest extent permissible by law, with respect to the Sharesprovided therein.

Appears in 2 contracts

Samples: Voting Agreement (Genstar Capital LLC), Voting Agreement (Invitrogen Corp)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the ----------------- Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the "Proxy"), which shall be irrevocable to the fullest extent permissible by lawirrevocable, with respect to the Sharestotal number of shares of capital stock of the Company beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by Stockholder set forth therein.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Inktomi Corp), Voting Agreement (Quantum Corp /De/)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the each Stockholder shall deliver to Parent and Merger Sub a proxy in the form attached hereto as Exhibit Annex A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by lawApplicable Law, with respect to the all of such Stockholder’s Covered Shares.

Appears in 2 contracts

Samples: Merger Agreement (Rofin Sinar Technologies Inc), Merger Agreement (Coherent Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall deliver to Parent Zillow a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by law, with respect to the Shares.

Appears in 2 contracts

Samples: Form of Voting Agreement (Trulia, Inc.), Voting Agreement (Zillow Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the each Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall will be irrevocable to the fullest extent permissible by lawprovided therein, with respect to the SharesSubject Shares referred to therein.

Appears in 2 contracts

Samples: Form of Emmaus Voting Agreement (Emmaus Life Sciences, Inc.), Form of Emmaus Voting Agreement (MYnd Analytics, Inc.)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by law, with respect to the Common Shares.

Appears in 2 contracts

Samples: Tender and Voting Agreement (Cognos Inc), Tender and Voting Agreement (Cognos Inc)

Irrevocable Proxy. Concurrently Contemporaneously with the execution of this Agreement, the Stockholder shall will deliver to Parent a proxy with respect to Stockholder’s Shares in the form attached hereto as Exhibit A 1, which proxy will be irrevocable to the fullest extent permitted by applicable Law (the “Proxy”), which except that the Proxy shall be irrevocable to the fullest extent permissible by law, automatically revoked upon termination of this Agreement in accordance with respect to the Sharesits terms.

Appears in 2 contracts

Samples: Stockholder’s Agreement (Haas Gene), Stockholder’s Agreement (CTS Corp)

Irrevocable Proxy. Concurrently Each Stockholder acknowledges that, concurrently with the execution of this Agreement, the Stockholder shall deliver it has executed and delivered to Parent a proxy in an Irrevocable Proxy, the form of which is attached hereto as Exhibit A hereto (the "Proxy"), which shall be irrevocable to the fullest extent permissible by law, with respect to the Shares.

Appears in 2 contracts

Samples: Stockholders Agreement (Paine Webber Capital Inc), Stockholders Agreement (Kash N Karry Food Stores Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by lawapplicable Legal Requirements, with respect to the Shares.

Appears in 2 contracts

Samples: Transaction Support Agreement (Simtek Corp), Form of Transaction Support Agreement (Cypress Semiconductor Corp /De/)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall ----------------- Shareholder agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the "Proxy”)") with respect to the Shares and New Shares, which which, subject to Section 7 hereof, shall be irrevocable to the fullest extent permissible permitted by applicable law, with respect to the Shares.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Goto Com Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall Shareholder agrees to deliver to Parent a an irrevocable proxy in the form attached hereto as Exhibit Appendix A (the “Proxy”), which shall be irrevocable to the fullest extent permissible permitted by applicable law, with respect to covering the total number of Shares and New Shares.

Appears in 1 contract

Samples: Voting and Lock Up Agreement (Quepasa Corp)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall ----------------- Shareholder agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the "Proxy"), which shall be irrevocable irrevocable, covering the total number --------- of shares of capital stock of the Company beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by Shareholder and subject to the fullest extent permissible by law, with respect to the SharesProxy set forth therein.

Appears in 1 contract

Samples: Voting Agreement (Cobalt Networks Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall deliver to Parent Acquiror a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by lawprovided therein, with respect the total number of shares of outstanding capital stock of Xxxxxx beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by Stockholder and subject to the SharesProxy set forth therein.

Appears in 1 contract

Samples: Agreement to Facilitate Merger (Alcide Corp)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall Shareholder agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A I (the “Proxy”), which shall be irrevocable (to the fullest extent permissible permitted by law), with respect to the Shares, subject to the other terms of this Agreement.

Appears in 1 contract

Samples: Voting Agreement (Rubios Restaurants Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder each Shareholder shall deliver to Parent and Merger Sub a proxy in the form attached hereto as Exhibit Annex A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by lawapplicable Law, with respect to the all of such Shareholder’s Covered Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Supertex Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall ----------------- stockholder agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the "Proxy"), which shall be irrevocable to the fullest extent permissible by lawirrevocable, with respect to the Sharestotal number of ----- shares of capital stock of the Company beneficially owned by Stockholder set forth therein.

Appears in 1 contract

Samples: Affiliate Agreement (Level One Communications Inc /Ca/)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder Shareholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by law, with respect to the Shares.

Appears in 1 contract

Samples: Asset Purchase Agreement (Interwave Communications International LTD)

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Irrevocable Proxy. Concurrently The Shareholder hereby agrees to deliver to Parent, concurrently with the execution and delivery of this Agreement, the Stockholder shall deliver to Parent a proxy Proxy in the form attached hereto as Exhibit A (the “Proxy”)A, which shall be irrevocable to the fullest extent permissible permitted by lawapplicable Law, with respect to the Shares.

Appears in 1 contract

Samples: Company Shareholder Voting Agreement (Rudolph Technologies Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a proxy the Proxy in the form attached hereto as Exhibit A (the “Proxy”)A, which shall be irrevocable to the fullest extent permissible by applicable law, with respect to the Shares.

Appears in 1 contract

Samples: Company Stockholder Agreement (Gyrus Acquisition Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder Shareholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”)) with respect to the Subject Shares, which shall be irrevocable to the fullest extent permissible by law, with respect to the Shares.

Appears in 1 contract

Samples: Voting Agreement (Covisint Corp)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall Stockholders agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable irrevocable, prior to the Termination Date and to the fullest extent permissible permitted by lawlaw and except as otherwise set forth therein, with respect to the SharesSubject Securities referred to therein.

Appears in 1 contract

Samples: Voting Agreement (Williams Scotsman International Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible permitted by applicable law, with respect to the SharesSecurities.

Appears in 1 contract

Samples: Voting Agreement (Yahoo Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A I (the "Proxy"), which shall be irrevocable to the fullest extent permissible by lawset forth therein, with respect to the Shares.

Appears in 1 contract

Samples: Company Voting Agreement (General Atlantic Partners LLC)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder Investment Adviser shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by law, with respect to the SharesShares during the Term.

Appears in 1 contract

Samples: Voting Agreement ('Mktg, Inc.')

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by applicable law, with respect to the Shares.

Appears in 1 contract

Samples: Voting Agreement (Electronic Clearing House Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall ----------------- Shareholder agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the "Proxy"), which shall be irrevocable irrevocable, with the total number of --------- shares of capital stock of the Company beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by Shareholder and subject to the fullest extent permissible by law, with respect to the SharesProxy set forth therein.

Appears in 1 contract

Samples: Affiliate Agreement (Inktomi Corp)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A B (the "Proxy"), which shall be irrevocable to the fullest extent permissible by applicable law, with respect to the Shares.

Appears in 1 contract

Samples: Stock Voting Agreement (Range Resources Corp)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by lawapplicable Law, with respect to the SharesShares during the term of this Agreement.

Appears in 1 contract

Samples: Support Agreement (Applied Innovation Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall deliver has delivered to Parent a an irrevocable proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible permitted by applicable law, with respect to covering the SharesShares and New Shares as set forth therein.

Appears in 1 contract

Samples: Voting Agreement (Hewlett Packard Co)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to execute and deliver to Parent a proxy proxy, which is coupled with an interest and shall be irrevocable to the fullest extent permitted by law, with respect to the shares referred to therein in the form attached hereto as Exhibit A (the “Proxy”), which Proxy shall remain in full force and effect during the Term and will automatically be irrevocable to revoked upon expiration of the fullest extent permissible by law, with respect to the SharesTerm.

Appears in 1 contract

Samples: Voting and Support Agreement (Voyager Learning CO)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a proxy an irrevocable proxy, coupled with an interest, in the form attached hereto as Exhibit Appendix A (the “Proxy”), which shall be irrevocable to the fullest extent permissible permitted by applicable law, with respect to covering the Sharestotal number of Shares and New Shares of capital stock of the Company Beneficially Owned by Stockholder as set forth therein.

Appears in 1 contract

Samples: Voting Agreement (Internap Network Services Corp)

Irrevocable Proxy. Concurrently The Stockholder hereby agrees to deliver to Parent, concurrently with the execution and delivery of this Agreement, the Stockholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the "Proxy"), which shall be irrevocable to the fullest extent permissible permitted by applicable law, with respect to the Shares.

Appears in 1 contract

Samples: Voting Agreement (Solectron Corp)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable irrevocable, prior to the Termination Date and to the fullest extent permissible permitted by lawlaw and except as otherwise set forth therein, with respect to the SharesSubject Securities referred to therein.

Appears in 1 contract

Samples: Voting Agreement (Williams Scotsman International Inc)

Irrevocable Proxy. a. Concurrently with the execution of this Agreement, the Stockholder shall deliver has executed and delivered to Parent a an irrevocable proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by law, with respect to the Subject Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Citrix Systems Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall Shareholder agrees to deliver to Parent a an irrevocable proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible permitted by applicable law, with respect to covering the total number of Shares.

Appears in 1 contract

Samples: Form of Voting Agreement (Tarantella Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent Concentric a proxy in the form attached hereto as Exhibit A (the "Proxy"), which shall be irrevocable to the fullest extent permissible by law, with respect to the Concentric Shares.

Appears in 1 contract

Samples: Voting Agreement (Nextlink Communications Inc /De/)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent the Company or Parent, as the case may be, a proxy in the form attached hereto as Exhibit A or Exhibit B, respectively (the “Proxy”), which shall be irrevocable to the fullest extent permissible by lawirrevocable, with respect to the Shares, subject to the other terms of this Agreement.

Appears in 1 contract

Samples: Voting Agreement (Serviceware Technologies Inc/ Pa)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall deliver each Significant Shareholder has delivered to Parent a proxy in the form attached hereto as Exhibit A D hereto (the "Proxy"), which such Significant Shareholder agrees shall be irrevocable to the fullest extent permissible by law, with respect to the Shares.

Appears in 1 contract

Samples: Voting and Subscription Agreement (Orthofix International N V)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver and hereby delivers to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be coupled with an interest and, until the Expiration Date, irrevocable to the fullest extent permissible by applicable law, with respect to the Subject Shares.

Appears in 1 contract

Samples: Company Voting Agreement (Palm Inc)

Irrevocable Proxy. Concurrently Contemporaneously with the execution of this Agreement, the Stockholder shall each Shareholder will deliver to Parent a proxy with respect to such Shareholder’s Shares in the form attached hereto as Exhibit A 1, which proxy will be irrevocable to the fullest extent permitted by applicable Law (the “Proxy”), which shall ; except that the Proxy will be irrevocable to the fullest extent permissible by law, automatically revoked upon termination of this Agreement in accordance with respect to the Sharesits terms.

Appears in 1 contract

Samples: Voting Agreement (Smucker J M Co)

Irrevocable Proxy. Concurrently The Stockholder hereby agrees to deliver to ----------------- Parent, concurrently with the execution and delivery of this Agreement, the Stockholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the "Proxy"), which shall be --------- ----- irrevocable to the fullest extent permissible permitted by applicable law, with respect to the Shares.

Appears in 1 contract

Samples: Company Voting Agreement (Peregrine Systems Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit EXHIBIT A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by law, with respect to the Shares, subject to the other terms of this Agreement.

Appears in 1 contract

Samples: Voting Agreement (Ligand Pharmaceuticals Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall ----------------- Shareholder agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”"PROXY"), which shall be irrevocable to the fullest extent permissible by lawirrevocable, with respect to the Sharestotal number of shares of capital stock of the Company beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by Shareholder set forth therein.

Appears in 1 contract

Samples: Voting Agreement (Metatools Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a an irrevocable proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible permitted by applicable law, with respect to covering the total number of Shares, and shall automatically terminate upon the Expiration Date.

Appears in 1 contract

Samples: Form of Voting Agreement (Storage Technology Corp)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall deliver has executed and delivered to Parent a an irrevocable proxy in the form attached hereto as Exhibit EXHIBIT A (the "Proxy"), which shall be irrevocable to the fullest extent permissible by law, with respect to the Subject Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Citrix Systems Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver and delivers to Parent and Merger Sub a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be coupled with an interest and, until the Expiration Time, be irrevocable to the fullest extent permissible by applicable law, with respect to the Shares.

Appears in 1 contract

Samples: Voting Agreement (Interwoven Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall Shareholder agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable irrevocable, covering the total number of shares of capital stock of the Company beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by Shareholder and subject to the fullest extent permissible by law, with respect to the SharesProxy set forth therein.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Artisan Components Inc)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the ----------------- Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the "Proxy"), which shall be irrevocable irrevocable, with the total number of --------- shares of capital stock of the Company beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by Stockholder and subject to the fullest extent permissible by law, with respect to the SharesProxy set forth therein.

Appears in 1 contract

Samples: Affiliate Agreement (Inktomi Corp)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall Representative agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by applicable law, with respect to the Shares.

Appears in 1 contract

Samples: Stock Voting Agreement (Haggar Corp)

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by law, with respect to the Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger

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