Common use of Proxy; Further Assurances Clause in Contracts

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Voting Agreement: (i) Stockholder shall deliver to Parent a proxy in the form attached to this Voting Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law, with respect to the shares referred to therein (the "Proxy"); and (ii) Stockholder shall cause to be delivered to Parent an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), but not of record, by Stockholder.

Appears in 6 contracts

Samples: Voting Agreement (Applied Materials Inc /De), Voting Agreement (Warburg Pincus Investors Lp), Voting Agreement (Gilead Sciences Inc)

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Proxy; Further Assurances. (a) Contemporaneously with the execution of this Voting Agreement: (i) Stockholder shall deliver to Parent Buyer a proxy in the form attached to this Voting Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law, with respect to the shares held of record referred to therein (the "Proxy"); and (ii) Stockholder shall cause to be delivered to Parent Buyer an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), but not of record, by Stockholder.

Appears in 4 contracts

Samples: Voting Agreement (Digital River Inc /De), Voting Agreement (Digital River Inc /De), Voting Agreement (Tech Squared Inc)

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Voting Agreement: (i) Stockholder shall deliver to Parent a proxy in the form attached to this Voting Agreement as Exhibit A, which shall be irrevocable (at all times on and prior to the Proxy Expiration Date) to the fullest extent permitted by law, with respect to the shares referred to therein law (the "β€œProxy"”); and (ii) Stockholder shall cause to be delivered to Parent an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), but not of record, by Stockholder. The Proxy shall terminate and be of no further force or effect as of the Proxy Expiration Date.

Appears in 4 contracts

Samples: Voting Agreement (Nassda Corp), Voting Agreement (Synopsys Inc), Voting Agreement (Synopsys Inc)

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Voting Agreement: (i) each Stockholder shall deliver has delivered to Parent Acquiror a proxy in the form attached to this Voting Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by lawcoupled with an interest and irrevocable, with respect to the shares referred to therein (the "Proxy"); and (ii) each Stockholder shall cause has caused to be delivered to Parent Acquiror an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934Act), but not of record, by such Stockholder, which proxy shall be irrevocable to the fullest extent permitted by law and to the extent provided therein, with respect to the shares referred to therein.

Appears in 4 contracts

Samples: Company Stockholders Agreement (Advanced Communication Systems Inc), Company Stockholders Agreement (Titan Corp), Company Stockholders Agreement (Titan Corp)

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Voting Agreement: (i) Stockholder shall deliver to Parent a proxy in the form attached to this Voting Agreement as Exhibit EXHIBIT A, which shall be irrevocable to the fullest extent permitted by law, with respect to the shares referred to therein (the "Proxy"); ) and (ii) Stockholder shall cause to be delivered to Parent an additional proxy (in the form attached hereto as Exhibit EXHIBIT A) executed on behalf of the record owner of any outstanding shares of Company Common Stock and Company Preferred Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), but not of record, by Stockholder.

Appears in 2 contracts

Samples: Escrow Agreement (Ask Jeeves Inc), Escrow Agreement (Internap Network Services Corp/Wa)

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Voting Agreement: (i) Stockholder shall deliver to Parent a proxy in the form attached to this Voting Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law, with respect to the shares referred to therein (the "Proxy"); and (ii) Stockholder shall cause to be delivered to Parent an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Common Capital Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), but not of record, by Stockholder.

Appears in 1 contract

Samples: Voting Agreement (Softbank Holdings Inc Et Al)

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Proxy; Further Assurances. (a) Contemporaneously with the execution of this Voting Agreement: (i) Stockholder shall deliver to Parent a proxy in the form attached to this Voting Agreement as Exhibit AEXHIBIT B, which shall be irrevocable to the fullest extent permitted by law, with respect to the shares referred to therein (the "ProxyPROXY"); and (ii) Stockholder shall cause to be delivered to Parent an additional proxy (in the form attached hereto as Exhibit AEXHIBIT B) executed on behalf of the record owner of any outstanding shares of Company Common Stock Subject Securities that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), but not of record, by Stockholder.

Appears in 1 contract

Samples: Employment Agreement (Lightspan Inc)

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Voting Agreement: (i) Stockholder the Trust shall deliver to Parent a proxy in the form attached to this Voting Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law, with respect to the shares referred to therein (the "Proxy"); and (ii) Stockholder the Trust shall cause to be delivered to Parent an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), but not of record, by Stockholderthe Trust.

Appears in 1 contract

Samples: Voting Agreement (Warburg Pincus Investors Lp)

Proxy; Further Assurances. (aA) Contemporaneously with the execution of this Voting Agreement: (i) Stockholder shall deliver to Parent a proxy in the form attached to this Voting Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law, with respect to the shares referred to therein (the "Proxy"); and (ii) Stockholder shall cause to be delivered to Parent an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), but not of record, by Stockholder.

Appears in 1 contract

Samples: Voting Agreement (Aspect Development Inc)

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