Proxy Appointment Sample Clauses
A Proxy Appointment clause allows a party to designate another individual or entity to act on their behalf in specified matters, typically in meetings or decision-making processes. This clause outlines the scope of authority granted to the proxy, such as voting rights or the ability to represent the appointing party at shareholder or board meetings. Its core function is to ensure that a party's interests are represented even if they are unable to attend or participate directly, thereby maintaining continuity and effective decision-making.
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Proxy Appointment. On the date hereof, each Founder shall enter into and cause his Designated Stockholder Parties, as applicable, to enter into a proxy and power of attorney substantially in the form included in Exhibit A hereto with respect to (i) his Subject Shares, (ii) any Subject Shares of any of his Designated Stockholder Parties and (iii) any other shares of capital stock of the Company entitled to vote on a matter submitted to a vote of the stockholders of the Company (other than shares of Class F Common Stock) as volunteered by such Founder or any of his Designated Stockholder Parties. If, after the date hereof, a controlled affiliate of a Continuing Founder owns or acquires, directly or indirectly, any Subject Shares, and such controlled affiliate has not executed, or is not bound by, a proxy and power of attorney substantially in the form included in Exhibit A hereto with respect to such Subject Shares, then such Continuing Founder shall, prior to, or substantially concurrently with, any such ownership or acquisition, cause such controlled affiliate to execute and deliver to the Grantee a proxy and power of attorney substantially in the form included in Exhibit A hereto with respect to such Subject Shares. For the avoidance of doubt, the terms of this Agreement do not restrict the ability of a Founder or any of its affiliates to transfer any Corporation Equity Securities that they hold or own, directly or indirectly, subject to the proxy and power of attorney execution requirements in this Section 2 with respect to certain transfers to a controlled affiliate of a Continuing Founder.
Proxy Appointment. (a) On the date hereof, each of the parties hereto (other than the applicable grantee) shall enter into a proxy and power of attorney substantially in the form included in Exhibit A hereto with respect to its Subject Shares and shall enter into a proxy and power of attorney substantially in the form included in Exhibit B hereto with respect to its Subject Shares. If, after the date hereof, an Affiliate of a Stockholder or Grantee becomes the owner of or otherwise acquires, directly or indirectly, any Subject Shares of a Stockholder or Grantee, such Stockholder or Grantee, as applicable, shall, prior to, or substantially concurrently with, any transaction giving rise to any such ownership or acquisition, cause such Affiliate to (i) execute and deliver to the Grantee a Joinder Agreement to this Agreement substantially in the form included in Exhibit C hereto (unless such Affiliate is already a Stockholder bound by the terms of this Agreement), (ii) execute and deliver to ▇▇. ▇▇ a proxy and power of attorney substantially in the form included in Exhibit A hereto (unless (x) such Affiliate is at such time already bound by a proxy and power of attorney substantially in the form included in Exhibit A hereto or (y) such time occurs after the Grantee Replacement Date) and (iii) execute and deliver to ▇▇▇▇▇ ▇▇▇▇▇ a proxy and power of attorney substantially in the form included in Exhibit B hereto (unless (x) such Affiliate is at such time already bound by a proxy and power of attorney substantially in the form included in Exhibit B hereto or (y) at such time ▇▇▇▇▇ ▇▇▇▇▇ is deceased or has been determined to be Disabled). For the avoidance of doubt, this Agreement does not restrict the ability of a Stockholder or Grantee to transfer any Equity Securities that it holds or owns, directly or indirectly, subject to complying with the Joinder Agreement and proxy and power of attorney requirements in this Section 2(a) if transferring to an Affiliate of a Stockholder or Grantee.
(b) Each Stockholder agrees that, with respect to a given matter subject to a vote of the stockholders of the Company or action by written consent by the stockholders of the Company, unless Grantee provides explicit written notice to such Stockholder that it may vote its Subject Shares as desired by such Stockholder and without limitation to each proxy and power of attorney delivered hereunder, such Stockholder shall not vote any of its Subject Shares (in person, by proxy or by action by written co...
Proxy Appointment. The Depositary or, if the Deposited Securities are registered in the name of or held by its nominee, its nominee, subject to and in accordance with the constituent documents of the Company, hereby irrevocably appoints each Holder for the time being on the ADS Record Date fixed by the Depositary in accordance with Section 4.7 of the Deposit Agreement in respect of any meeting (at which holders of Deposited Securities are entitled to vote) as its proxy to attend, vote and speak at the relevant meeting (or any adjournment thereof) in respect of the Deposited Securities represented by the ADS registered on the books of the Depositary in the name of such Holder on the ADS Record Date. In respect of any such meeting each such Holder may appoint any person as its substitute proxy to attend, vote and speak on behalf of the Holder, subject to and in accordance with the provisions of Section 4.8 of the Deposit Agreement and the constituent documents of the Company.
Proxy Appointment. To secure each Holder’s obligations to vote his, her or its shares of Covered Securities in accordance with this Agreement, (a) each Holder hereby appoints the Chairman of the Board of Directors and the Chief Executive Officer of the Company, or either of them from time to time, or their respective designees, as such Holder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all of such Holder’s Covered Securities in favor of the matters set forth in Section 5 and to execute all appropriate instruments consistent with this Agreement with respect to such voting on behalf of such Holder if, and only if, such Holder fails to vote all of such Holder’s Covered Securities or execute such other instruments in accordance with the provisions of Section 5 within five (5) days of the Company’s written request for such Holder’s written consent or signature. The proxy and power granted by each Holder pursuant to this Section are coupled with an interest and are given to secure the performance of such Holder’s obligations under Section 5. Each such proxy and power will be irrevocable during the First Lock-up Period. The proxy and power, so long as any Holder is an individual, will survive the death, incompetency and disability of such Holder and, so long as any Holder is an entity, will survive the merger or reorganization of such Holder.