Limited Proxy. Stockholder will retain at all times the right to vote Stockholder's Shares, in Stockholder's sole discretion, on all matters other than those set forth in Section 1.1 which are at any time or from time to time presented to the Company's stockholders generally.
Limited Proxy. Notwithstanding anything stated in this Agreement, each of the Current Shareholders will retain at all times the right to vote, or authorize a proxy to vote, in such Current Shareholder’s or such proxy’s sole discretion, on all matters other than those set forth in Article I, which are at any time and from time to time presented to the Company’s shareholders generally.
Limited Proxy. Each Stockholder hereby grants to the Chief Executive Officer of the Company an irrevocable proxy, coupled with an interest, to vote all Shares owned by such Stockholder and to take such other actions to the extent necessary to carry out any of the provisions of this Agreement in the event of any breach by such Stockholder of his or her obligations thereunder. [THIS SPACE INTENTIONALLY LEFT BLANK]
Limited Proxy. For the limited purposes of Sections 5.01(d), 7.06, 7.07 and 9.04(b), the defaulting Shareholder under each such Section hereby grants to the other Shareholder an irrevocable and irreversible power-of-attorney, in accordance with the terms of Articles 684 and 685 of the Brazilian Civil Code, with the power to constitute a quorum and to vote the defaulting Shareholder's JV Securities. The power-of-attorney referred to herein shall become effective immediately following the date which is 30 days after the defaulting Shareholder receives written notice from the non-defaulting Shareholder of its failure to make such payment within the specified period during which such payment was required to have been made, but only if the defaulting Shareholder has yet to satisfy all of its obligations referred to in that Section (together with any accrued interest) by such date.
Limited Proxy. Each Shareholder will retain at all times the right to vote such Shareholder's Shares, in such Shareholder's sole discretion, on all matters other than those set forth in Section 2.1 which are at any time or from time to time presented to JMS's shareholders generally.
Limited Proxy. In order to secure each Stockholder’s obligation to vote his, her or its Stockholder Shares in accordance with the provisions of Sections 1(a) and 1(b) hereof, each RPS Stockholder hereby appoints Pangaea (and Pangaea hereby appoints the Company) as his, her or its true and lawful proxy and attorney in fact, with full power of substitution, to vote all of his, her or its Stockholder Shares for the election and/or removal of directors and all such other matters as expressly provided for in Sections 1(a) and 1(b). Pangaea (or the Company, as applicable) may exercise the irrevocable proxy granted to it hereunder only if the applicable Stockholder fails to comply with the provisions of Sections 1(a) and 1(b). The proxies and powers granted by each Stockholder pursuant to this paragraph are coupled with an interest and are given to secure the performance of each Stockholder’s obligations under Sections 1(a) and 1(b) of this Agreement. The proxies granted in this Section 4 shall terminate and be of no further legal force or effect on the third anniversary of the Effective Date in accordance with Section 21.
Limited Proxy. Members may vote for or against the amendment(s) in person at the Membership Meeting or by Limited Proxy. A Member may request a form of Limited Proxy from the Secretary. The Member may submit a proxy to the Secretary, in person, by mail, or transmit it electronically (fax or e-mail attachment) but all executed Proxy forms must be submitted prior to calling the meeting to order and the person named as Proxy by the Member, must be present at the meeting for the vote to be counted.
Limited Proxy. Except as set forth in the Governance and Repurchase Agreement, Chucktaylor will retain at all times the right to vote the Shares, in Chucktaylor’s sole discretion, on all matters other than those set forth in Section 1.1 which are at any time or from time to time presented to Victory’s Stockholders generally.
Limited Proxy. Each Stockholder hereby grants to any designee of the Board of Directors an irrevocable proxy, coupled with an interest, to vote all stock or other securities of the Company held by such Stockholder and to take such other actions to the extent necessary to carry out any of the provisions of this Agreement to the extent such Stockholder fails to carry out such actions; provided however, the proxy may only be used by such designee with the consent of the Requisite Majority.
Limited Proxy. The Unitholder shall retain at all times the right to vote the Units, in the Unitholder’s sole discretion, on all matters other than those set forth in Section 1.1 which are at any time or from time to time presented to the Company’s limited partners generally.
