PROXY TERMS Sample Clauses

PROXY TERMS. Each Securityholder affirms that this power of attorney and proxy is issued in connection with the Combination Agreement to facilitate the transactions contemplated thereby and in consideration of Amdocs, Amdocs Parentco and Amdocs Holdco entering into the Combination Agreement and as such power of attorney and proxy is coupled with an interest and, to the fullest extent provided by law, irrevocable. This power of attorney and proxy will terminate upon the earliest to occur of (a) any material amendment to the terms and conditions of the Share Restructuring Plan which has not been agreed to in writing by the Company, (b) the closing of the transactions described in the Combination Agreement and (c) the termination of the Combination Agreement in accordance with its terms. For purposes of this power of attorney and proxy, any notice of any shareholders' meeting and any written consent shall be deemed delivered to such Attorneys and proxies and their substitutes when delivered to Amdocs in accordance with Section 8.9 below, and any written consent shall be deemed delivered to the Company when delivered to it in accordance with the Combination Agreement.