Common use of Nature of Irrevocable Proxy Clause in Contracts

Nature of Irrevocable Proxy. The proxy and power of attorney granted pursuant to Section 2.2 by each Stockholder shall be irrevocable during the Voting Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Stockholder with regard to such Stockholder’s Owned Shares and such Stockholder acknowledges that the proxy constitutes an inducement for Rook, Bxxxxx and Merger Sub to enter into the Merger Agreement. The power of attorney granted by each Stockholder is a durable power of attorney and shall survive the bankruptcy, dissolution, death or incapacity of such Stockholder. The proxy and power of attorney granted hereunder shall terminate only upon the expiration of the Voting Period.

Appears in 2 contracts

Samples: Rook Support Agreement (Knight Transportation Inc), Rook Support Agreement (Knight Transportation Inc)

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Nature of Irrevocable Proxy. The proxy and power of attorney Proxy granted by each Stockholder is irrevocable during the Agreement Term or until this Agreement is terminated pursuant to Section 2.2 by each Stockholder shall be irrevocable during the Voting Period4.1, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such any Stockholder with regard to such Stockholder’s Owned Shares and such each Stockholder acknowledges that the proxy Proxy constitutes an inducement for RookParent, Bxxxxx Merger Sub and Merger Sub LLC to enter into the Merger Agreement. The power of attorney granted by each Stockholder is a durable power of attorney and shall survive the bankruptcy, dissolution, death or incapacity of such Stockholder. The proxy and power of attorney granted hereunder shall terminate only upon the expiration of the Voting Period.

Appears in 2 contracts

Samples: Stockholders Agreement (Fairmount Santrol Holdings Inc.), Voting and Support Agreement (Unimin Corp)

Nature of Irrevocable Proxy. The proxy and power of attorney granted pursuant to Section 2.2 by each Stockholder shall be irrevocable during the Voting Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Stockholder with regard to such Stockholder’s his Owned Shares or any New Shares, and such Stockholder acknowledges that the proxy constitutes an inducement for Rook, Bxxxxx Internet America and Merger Sub AcquisitionSub to enter into the Merger Agreement. The power of attorney granted by each Stockholder is a durable power of attorney and shall survive the bankruptcy, dissolution, death or incapacity of such Stockholder. The proxy and power of attorney granted hereunder shall terminate only upon the expiration of the Voting Period.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Internet America Inc), Agreement and Plan of Merger (KeyOn Communications Holdings Inc.)

Nature of Irrevocable Proxy. The proxy and power of attorney granted pursuant to Section 2.2 by each Stockholder shall be irrevocable during the Voting Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Stockholder with regard to such Stockholder’s Owned Shares and New Shares and such Stockholder acknowledges that the proxy constitutes an inducement for Rook, Bxxxxx Samson and Merger Sub to enter into the Merger Agreement. The power of attorney granted by each Stockholder is a durable power of attorney and shall survive the bankruptcy, dissolution, death or incapacity of such Stockholder. The proxy and power of attorney granted hereunder shall terminate only upon the expiration of the Voting Period.

Appears in 1 contract

Samples: Trolley Voting and Support Agreement (Sinclair Broadcast Group Inc)

Nature of Irrevocable Proxy. The proxy and power of attorney granted pursuant to Section 2.2 by each Stockholder shall be irrevocable during the Voting Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Stockholder with regard to such Stockholder’s Owned Shares or any New Shares and such Stockholder acknowledges that the proxy constitutes an inducement for RookParent, Bxxxxx Holdco and Merger Sub to enter into the Merger Agreement. The power of attorney granted by each Stockholder is a durable power of attorney and shall survive the bankruptcy, dissolution, death or incapacity of such Stockholder. The proxy and power of attorney granted hereunder shall terminate only upon the expiration of the Voting Period.

Appears in 1 contract

Samples: Consent and Voting Agreement (APP Pharmaceuticals, Inc.)

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Nature of Irrevocable Proxy. The proxy and power of attorney granted pursuant to Section 2.2 by each Stockholder shall be irrevocable during the Voting Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Stockholder with regard to such Stockholder’s Owned Shares and any New Shares in respect of the Proxy Matters, and such Stockholder acknowledges that the proxy constitutes an inducement for Rook, Bxxxxx and Merger Sub Phoenix to enter into the Merger Agreement. The power of attorney proxy granted by each Stockholder is a durable power of attorney proxy and shall survive the bankruptcy, dissolution, death or incapacity of such Stockholder. The proxy and power of attorney granted hereunder shall terminate only upon the expiration of the Voting Period.

Appears in 1 contract

Samples: Voting Agreement (Media General Inc)

Nature of Irrevocable Proxy. The proxy and power of attorney granted pursuant to Section 2.2 by each Stockholder shall be irrevocable during the Voting Period, shall be deemed to be coupled with an interest sufficient in law Law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Stockholder with regard to such Stockholder’s Owned Shares and such Stockholder acknowledges that the proxy constitutes an inducement for Rook, Bxxxxx Parent and Merger Sub the other parties thereto to enter into the Merger Agreement. The power of attorney granted by each Stockholder Xxxxxxxxxxx is a durable power of attorney and shall survive the bankruptcy, dissolution, death or incapacity of such Stockholder. The proxy and power of attorney granted hereunder shall terminate only upon the expiration of the Voting Period.

Appears in 1 contract

Samples: Voting Agreement (First Eagle Holdings, Inc.)

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