Membership Proxy Sample Clauses

Membership Proxy. In accordance with Section 5759 of the Law, any Official Voting Representative under Section 4.3 above may appoint an individual to be the proxy of the Official Voting Representative at Members’ meetings, and who may represent, vote and act for such Member at such meetings, and in actions taken without a meeting where actions are presented for vote by the membership. Notice of such appointment must be given to the Corporation in accordance with Section 3.1, Manner of Giving Notice, and such notice shall be filed with the Secretary of the Corporation.
Sample 1
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Membership Proxy. Concurrently with the execution of this Agreement, Holdings III agrees to execute and deliver to the Company a proxy, which is coupled with an interest and shall be irrevocable to the fullest extent permitted by law, with respect to the membership interests referred to therein in the form attached hereto as Exhibit A (the “Membership Proxy”), which Membership Proxy shall remain in full force and effect during the Term and will automatically be revoked upon expiration of the Term.
Sample 1

Related to Membership Proxy

  • Shareholders Agreements Any agreement by and between the Shareholder and any Affiliate of the Company;

  • Shareholder Agreements As a material inducement to Parent to enter into this Agreement, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the "Shareholder Agreements") pursuant to which they have agreed, among other things, to vote their shares of Company Common Stock in favor of this Agreement.

  • Stockholder Agreements Except as provided in this Agreement and the other Transaction Documents, there are no agreements, written or oral, between the Company and any current holder of its securities, or to the Company's knowledge, among any holders of its securities, relating to the acquisition (including, without limitation, rights of first refusal, anti-dilution or preemptive rights), disposition, registration under the Securities Act, or voting of the Common Stock or Preferred Stock.

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

  • Shareholders Agreement For so long as the ratio of the number of the Equity Securities owned by the Star Group on a fully diluted basis divided by the number of the Equity Securities owned by the Investor Group on a fully diluted basis is at least 0.6, the Guarantor may not take any of the actions set forth in schedule II of the Shareholders’ Agreement without the prior written approval of Star. For the purpose of this clause “on a fully diluted basis” means taking into account any shares issued or issuable under warrants, options and convertible instruments (or other equity equivalents).

  • Stockholders Agreement Investor and the other parties to the Stockholders Agreement shall have executed and delivered the Stockholders Agreement to the Company.

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

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