Management Proxy Clause Samples
A Management Proxy clause authorizes a designated individual or entity to act on behalf of another party in managing certain affairs or making decisions. Typically, this clause is used in contexts such as shareholder meetings, where a proxy may vote or make decisions in place of the actual shareholder, or in corporate governance, where management responsibilities are delegated. The core function of this clause is to ensure continuity and efficiency in decision-making processes when the original party is unavailable or unable to participate directly, thereby preventing delays and maintaining effective management.
Management Proxy. If, for any reason (other than a failure by the Company to supply the requisite number of Shareholder Notices to the Depositary within the requisite time period provided in the Deposit Agreement, the Depositary has not, prior to the date established for such purpose by the Depositary received instructions from Holders together holding at least 51% of all ADSs (including Temporary ADSs) outstanding at the relevant ADS Record Date, to vote in the same manner in respect of any resolution (including resolutions for the election of directors and/or supervisors), then, subject to the following paragraph, the Holders shall be deemed to have authorized and directed the Depositary to give a discretionary proxy (a "Management Proxy") to the Chairman of the Company (or his/her designate) as the representative of the Registered Holder to attend and vote at such meeting all the Deposited Securities represented by ADSs then outstanding (including Temporary ADSs) in his or her discretion. In such circumstances, the Chairman of the Company (or his or her designate) shall be free to exercise the votes attaching to the Deposited Securities in any manner he or she wishes, which may not be in the interests of the Holders. The Depositary's grant of a Management Proxy in the manner and circumstances described in the preceding paragraph shall be subject to the receipt by the Depositary prior to each shareholders' meeting of an opinion of ROC counsel addressed to, and in form and substance satisfactory to, the Depositary. In the event the Depositary does not receive such opinion, the Depositary will not grant the Management Proxy but will cause the Deposited Securities to be present at the shareholders' meeting to the extent practicable and permitted by applicable law but will not cause the Deposited Securities to be voted or the Management Proxy to be granted. The Depositary shall not, and the Depositary shall ensure that the Custodian and its nominees do not, vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with instructions given in accordance with Section 4.10 of the Deposit Agreement. The terms Section 4.10 of the Deposit Agreement may be amended from time to time in accordance with the terms of this Deposit Agreement. By continuing to hold ADSs after the effective time of such amendment all Holders and Beneficial Owners shall be deemed to have agreed to the terms of the Deposit Agreement as so ...
Management Proxy. The parties acknowledge and agree that they intend that this Agreement shall not result in a change of control with respect to the ownership of voting control of the Company. In furtherance of such intent, the parties agree that, to the extent any of the undersigned agree and are entitled to obtain under this Agreement (i) in excess of 19.9% of the common stock of the Company issued and outstanding immediately before the Closing Date, or (ii) that number of Shares which, when aggregated with any shares of the Company's common stock owned by such undersigned party immediately before the Closing Date, would cause such undersigned party to own in excess of 19.9% of the common stock of the Company issued and outstanding immediately before the Closing Date, such undersigned party hereby grants an irrevocable proxy to the Company's Chief Executive Officer to vote any shares of such undersigned party in excess of the 19.9% limits specified in clauses (i) and (ii) above, which proxy shall be executed by such officer in direct proportion to the voting of all of the shares of the Company's common stock voted by the Company's shareholders on any matter being submitted for the vote of the Company's shareholders. The proxy granted by this Section 5 shall expire automatically at the earlier of the following: (x) such time any of the undersigned who are deemed to grant a proxy pursuant to this Section 5, or its, his or her successor, shall beneficially own less than 19.9% of the Company's common stock; or (y) such time as the Company's shareholders at an annual or special meeting of shareholders, shall vote to approve the transactions contemplated by this Agreement.