Proxy Rights Clause Samples
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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:
(1) As the agent of Party B, propose, convene and attend the meeting of the Board of Shareholders of Party C in accordance with the articles of association of Party C;
(2) Exercise all shareholder’s rights enjoyed by Party B in accordance with the laws of China (including any legislation, laws, regulations, rules, notices, explanations or other binding documents issued by any administrative or judicial authorities of central or local levels before or after the date of this Agreement, the “Laws of China”) and Party C’s articles of association (as amended from time to time), including but not limited to the rights to vote, voting rights, rights to receive dividends, rights to sell or transfer or pledge or disposal of part or all of Party C’s Equity;
(3) Represent Party B to designate, appoint or replace Party C’s legal representative (Chairman), directors, supervisors, chief executive officer (or manager) and other officers in accordance with the specific provisions of Party C’s articles of association on the manner in which the legal representative is generated; file lawsuits or take other legal actions against Party C’s any director, supervisor or officer when its act damages the interests of Party C or its shareholders, supervisor or officer;
(4) Sign the documents (including written resolutions and minutes of the shareholders’ meeting) and file the documents at the relevant company registry;
(5) Exercise voting rights on behalf of Party C’s registered shareholder in the event of bankruptcy, liquidation, dissolution or termination of Party C;
(6) The right to the distribution of the remaining assets after Party C’s bankruptcy, liquidation, dissolution or termination;
(7) Decide to submit and register with the government department the relevant documents of Party C; and
(8) Exercise any shareholder’s rights to deal with Party C’s a...
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, including the right to vote such Pledged Interests and other Collateral, with full power of substitution to do so. In addition to the right to vote any such Pledged Interests and other Collateral, the appointment of the Lender as proxy and attorney-in-fact shall include the right 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.
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.
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.
Proxy Rights. 17.1. The Owner hereby irrevocably appoints the Manager as its proxy to attend, put forward, speak or vote on the Owner's behalf at any meeting of the Body Corporate, to vote on the Owner's behalf at a ballot and to represent the Owner on any committee of the Body Corporate for the purpose of dealing with any matter that may, in the Manager's opinion, be dealt with to enable the Manager to:
a. exercise the Letting Service Rights; or
b. comply with the conditions of the Liquor Licence and the provisions of the liquor Control Act 1987;
c. carry out any other of its obligations under this Agreement; or
d. ensure that the Body Corporate keeps the Common Areas in good and substantial repair to a standard consistent with a high class residential building.
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.