Proxy Rights Sample Clauses

Proxy Rights. 1.1 Party B severally and not jointly, unconditionally and irrevocably undertakes to sign the Power of Attorney (hereinafter referred to as the “Power of Attorney”) with the same content and format as shown in Appendix I of this Agreement after signing this Agreement, and authorize Party A or Party A’s director of its overseas parent holding company and liquidator or other successor performing such director’s duties as agent (hereinafter referred to as the “Trustee”) according to Party A’s instructions to exercise all of its rights as Party C’s shareholder and rights representing Party B in exercising all shareholders’ rights in all matters of Party C according to Party C’s current articles of association, joint venture contract, Transaction Documents(as defined in the “Equity Pledge Agreement”), and applicable laws and regulations. Such shareholder’s rights (hereinafter referred to as “Proxy Rights”) shall include but not limited to:
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Proxy Rights. 1.1 Party B unconditionally and irrevocably undertakes that, after signing this Agreement, it will sign a Letter of Proxy (the “Letter of Proxy”) in the form and with the contents specified in the Appendix I “Letter of Proxy”, to authorize Party A or its designee(s) (collectively “Assignee”) to exercise all the rights enjoyed by Party B as a shareholder of Party C in accordance with the articles of association at that time of Party C and the applicable laws and regulations, and to exercise on Party B’s behalf the rights with respect to all major matters of Party C. Such rights (the “Proxy Rights”) include but are not limited to:
Sample 1Sample 2
Proxy Rights. Each Loan Party hereby irrevocably constitutes and appoints the Lender as its proxy and attorney-in-fact with respect to its Pledged Interests and other Collateral if an Event of Default has occurred and is continuing, including the right to vote such Pledged Interests and other Collateral, with full power of substitution to do so, to the extent set forth in this Agreement. In addition to the right to vote any such Pledged Interests and other Collateral, such appointment of the Lender as proxy and attorney-in-fact shall include the right, upon the occurrence and during the continuance of an Event of Default, to exercise all other rights, powers, privileges and remedies to which a holder of such Pledged Interests and other Collateral would be entitled (including giving or withholding written consents of shareholders or other equity holders, calling special meetings of shareholders or other equity holders and voting at such meetings). Such proxy shall be effective, automatically and without the necessity of any action (including any transfer of any such Pledged Interests and other Collateral on the record books of the issuer thereof) by any person (including the issuer of such Pledged Interests and other Collateral or any officer or agent thereof), upon the occurrence and continuation of any Event of Default. Each Loan Party hereby ratifies and approves all acts of any such attorney and agrees that neither the Lender nor any such attorney will be liable for any acts or omissions or for any error of judgment or mistake of fact or law other than such person’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction; provided that, in no event shall they be liable for any punitive, exemplary, indirect or consequential damages. The foregoing powers of attorney and proxy, being coupled with an interest, are irrevocable until the Obligations have been paid in full.
Sample 1
Proxy Rights. In connection with the pursuit and consummation of any Drag-Along Sale or Financing Transaction, each Stockholder hereby: (i) grants the Secretary of the Company, or other duly authorized officer, an irrevocable proxy (which shall be and shall be deemed to be coupled with an interest) to vote (by actual vote or by written consent) the shares held by such Stockholder or its successors and permitted assigns and transferees in favor of any Drag-Along Sale or Financing Transaction pursued in connection with this Section 11 in the event that such Stockholder or its successors and permitted assigns and transferees fail to consent in writing or vote for any such Drag-Along Sale or Financing Transaction; and (ii) agrees to promptly execute and deliver (without unreasonable condition or delay) any transaction agreement(s) and documentation (including, without limitation, stockholder agreements, waivers and releases, and affiliate letters) deemed necessary, appropriate or advisable by the Proposing Holders in connection with the Drag-Along Sale or Financing Transaction. The proxy, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party or any other individual holder of capital stock of the Company, and, so long as any party hereto is an entity, will survive the merger or reorganization of such party or any other entity holding any capital stock of the Company. In addition to any other rights and remedies available to it at law or in equity, the Proposing Holders or the Company will be entitled to specifically enforce the terms of this Agreement with respect to or related to any Drag-Along Sale or Financing Transaction. Notwithstanding any other provision in this Agreement, each Stockholder shall maintain its right, if applicable, to exercise any rights pursuant to Section Article 4(A), Section 7(b), Article 4(A), Section 8, Article 4(A), Section 9 and Article 4(A), Section 10.
Sample 1
Proxy Rights. 1.1 Party B unconditionally and irrevocably undertakes to sign the Power of Attorney (hereinafter referred to as the “Power of Attorney”) with the same content and format as shown in Appendix 1 of this agreement after signing this agreement, and authorize Party A or authorize Party A’s director designated by Party A or Party A’s director of its overseas holding company and liquidator or other successor performing such director’s duties as agent (hereinafter referred to as the “Trustee”) according to Party A’s instructions to exercise all of its rights as Party C’s shareholder according to Party C’s current articles of association, applicable laws, rules and regulations. If any party of Party B is Party A’s director or personnel of its overseas holding company, another director or personnel which is not related to Party A’s overseas holding company shall be authorized to exercise such rights. Such shareholder’s rights (hereinafter referred to as “proxy rights”) shall include but not limited to:
Sample 1
Proxy Rights. A stockholder of the Company shall be entitled to ------------ exercise its right to vote at general and extraordinary general meetings of stockholders by proxy, and the holder of any such proxy shall not be limited to a stockholder of the Company.
Sample 1
Proxy Rights. 1.1 Party B severally and not jointly, unconditionally and irrevocably undertakes to sign the Power of Attorney (hereinafter referred to as the “Power of Attorney”) with the same content and format as shown in Appendix I of this Agreement after signing this Agreement, and authorize Party A or Party A’s designee (hereinafter referred to as the “Trustee”) according to Party A’s instructions to exercise all of its rights as Party C’s shareholder and rights representing Party B in exercising all shareholders’ rights in all matters of Party C according to Party C’s current articles of association, joint venture contract, Transaction Documents(as defined in the “Equity Pledge Agreement”), and applicable laws and regulations. Such shareholder’s rights (hereinafter referred to as “Proxy Rights”) shall include but not limited to:
Sample 1
AutoNDA by SimpleDocs
Proxy Rights. Lender may exercise Lender's proxy rights with respect to all or a portion of the Collateral. In such event, Grantor agrees to deliver promptly to Lender further evidence of the grant of such proxy in any form requested by Lender.
Sample 1

Related to Proxy Rights

  • Equity Rights The Seller acknowledges and agrees that this Confirmation is not intended to convey to it rights with respect to the Transaction that are senior to the claims of holders of Common Stock in the event of the Purchaser’s bankruptcy.

  • Publicity Rights (a) The Licensee grants Balsamiq the right to include the Licensee as a customer in Product promotional material.

  • Company Rights The existence of the Restricted Stock Units does not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, including that of its Affiliates, or any merger or consolidation of the Company or any Affiliate, or any issue of bonds, debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company or any Affiliate, or any sale or transfer of all or any part of the Company’s or any Affiliate’s assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

  • Infringement of Intellectual Property Rights Seller (or its supplier) shall indemnify and hold Purchaser harmless against an award of damages and costs against Purchaser by a final judgment of a court of last resort in the country in which the Equipment is originally installed by Seller resulting from actual or alleged patent infringement relating in any way to use or sale of the Equipment, or any component thereof furnished hereunder, provided that Purchaser (i) gives Seller immediate notice in writing of any suit or claim for infringement against Purchaser, (ii) permits Seller (or its supplier) to control the defense of any suit or claim, and (iii) gives Seller (or its supplier) all available information, assistance, and authority to enable Seller (or its supplier) to assume such defense. Seller (or its supplier) shall diligently defend and prosecute all such patent infringement litigation and shall keep Purchaser fully informed of all developments in the defense or adjustments of any such claim or action. If a final injunction or judgment in any patent infringement action is rendered restraining Purchaser’s use of the Equipment, or of any component thereof, Seller shall, at its option and expense, either (i) procure for Purchaser the right to use the Equipment, or (ii) replace or modify the infringing component so that it no longer infringes, or (iii) repurchase the Equipment upon its return to Seller, less reasonable depreciation of 2% per month from date of installation, for use, damage, or obsolescence. Seller shall have no liability whatsoever to Purchaser if any such patent infringement or claim thereof is based upon or arises from (i) the use of any Equipment in combination with an apparatus or device not manufactured or supplied by Seller and such combination cause the infringement, (ii) the use of any Equipment in a manner for which it was neither designed nor contemplated, or (iii) any modification of any Equipment by Purchaser, or by Seller at Purchaser’s request, or by any third party, which causes the Equipment to become infringing.

  • INTELLECTUAL PROPERTY RIGHTS - DATA RIGHTS A. Data produced under this Annex which is subject to paragraph C. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement will be protected for the period of one year.

  • Proprietary Rights Notices Licensee shall not remove any copyright notices, trademark notices or other proprietary legends of Oracle or its suppliers contained on or in the TCK, and shall incorporate such notices in all copies of any TCK. Licensee shall comply with all reasonable requests by Oracle to include additional copyright or other proprietary rights notices of Oracle or third parties from time to time.

  • Copyrights, Patents and Trademarks (i) To the best of each Obligor’s knowledge, each Copyright, Patent and Trademark of such Obligor is valid, subsisting, unexpired, enforceable and has not been abandoned.

  • Patents and Intellectual Property Rights Recipients are subject to the Xxxx-Xxxx Xxx, 00 U.S.C. § 200 et seq, unless otherwise provided by law. Recipients are subject to the specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from federal financial assistance awards located at 37 C.F.R. Part 401 and the standard patent rights clause located at 37 C.F.R. § 401.14.

  • Property Rights The Employee agrees that all literary work, copyrightable material or other proprietary information or materials developed by the Employee during the term of this Agreement and relating to, or capable of being used or adopted for use in, the business of the Company shall inure to and be the property of the Company and must be promptly disclosed to the Company. Both during employment by the Company and thereafter, the Employee shall, at the expense of the Company, execute such documents and do such things as the Company reasonably may request to enable the Company or their nominee (i) to apply for copyright or equivalent protection in the United States, Canada and elsewhere for any literary work hereinabove referred in this Paragraph, or (ii) to be vested with any such copyright protection in the United States, Canada and elsewhere.

  • Registration Rights and Voting Rights Except as set forth on Schedule 4.15 and except as disclosed in Exchange Act Filings, neither the Company nor any of its Subsidiaries is presently under any obligation, and neither the Company nor any of its Subsidiaries has granted any rights, to register any of the Company's or its Subsidiaries' presently outstanding securities or any of its securities that may hereafter be issued. Except as set forth on Schedule 4.15 and except as disclosed in Exchange Act Filings, to the Company's knowledge, no stockholder of the Company or any of its Subsidiaries has entered into any agreement with respect to the voting of equity securities of the Company or any of its Subsidiaries.

Time is Money Join Law Insider Premium to draft better contracts faster.