Proxy; Voting Agreement Sample Clauses
Proxy; Voting Agreement. (a) Each Stockholder, except Kraft, hereby grants to the Board of Directors (the "Proxy") an irrevocable proxy coupled with an interest, with full power of substitution, to vote all Securities held by such Stockholder with respect to any matter on which the Stockholder has the right to vote or give its consent, approval or authorization or to call a meeting under the Delaware General Corporation Law, the Certificate of Incorporation or By-laws of the Corporation or this Agreement, except under Section 14 of this Agreement, with all powers that the Stockholder would possess if personally so voting, consenting, approving or authorizing and as the Proxy so chooses. This proxy will survive a Stockholder's death, incapacity or dissolution. This proxy shall expire on the earlier of (i) February 1, 2015 and (ii) the termination of this Agreement pursuant to Section 15. Each Stockholder acknowledges and agrees that this proxy is coupled with an interest sufficient in law to support an irrevocable power. Only a majority vote of the Board of Directors shall be necessary to take action as the Proxy.
Proxy; Voting Agreement. (a) Lubrizol (with respect to shares acquired upon exercise of options, after they are issued) and Seller (with respect to the remaining Seller's Shares) hereby grant Purchaser an irrevocable proxy and irrevocably appoint Purchaser or its designees, with full power of substitution, their attorney and proxy to vote all Seller's Shares at any meeting of the stockholders of the Company however called, or in connection with any action by written consent by the stockholders of the Company. Lubrizol and Seller acknowledge and agree that such proxy is coupled with an interest, constitutes, among other things, an inducement for Purchaser to enter into this Agreement, is irrevocable and shall not be terminated upon the occurrence of any event (other than the termination of this Agreement) and that no subsequent proxies will be given (and if given will not be effective). This proxy shall terminate upon the termination of this Agreement.
(b) If the proxy granted in Section 11(a) above is for any reason invalid, for so long as this Agreement is in effect, in any meeting of the stockholders of the Company, however called, and in any action by consent of the stockholders of the Company, Lubrizol or Seller shall vote or cause to be voted all of Seller's Shares: (i) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of Lubrizol or Seller under this Agreement or of Purchaser, Subsidiary, Acquisition or the Company under the Mycogen Purchase Agreement; (ii) against any action or agreement that would impede, interfere with or discourage the transactions contemplated by this Agreement or the Mycogen Purchase Agreement, including, without limitation: (1) any extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Company or any or its subsidiaries, (2) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or the issuance of securities by the Company or any of its subsidiaries, (3) any change in the board of directors of the Company (other than as contemplated by this Agreement or the Mycogen Purchase Agreement), (4) any change in the present capitalization or dividend policy of the Company (other than as contemplated by the Mycogen Purchase Agreement) or (5) any other material change in the Company's corporate structure or business; and (iii) in favor of any action or agreement that would further...
Proxy; Voting Agreement. (a) Lubrizol (with respect to shares acquired upon exercise of options, after they are issued) and Seller (with respect to the remaining Seller's Shares) hereby grant Purchaser an irrevocable proxy and irrevocably appoint Purchaser or its designees, with full power of substitution, their attorney and proxy to vote all Seller's Shares at any meeting of the stockholders of the Company however called, or in connection with any action by written consent by the stockholders of the Company. Lubrizol and Seller acknowledge and agree that such proxy is coupled with an interest, constitutes, among other things, an inducement for Purchaser to enter into this Agreement, is irrevocable and shall not be terminated upon the occurrence of any event (other than the termination of this Agreement) and that no subsequent proxies will be given (and if given will not be effective). This proxy shall terminate upon the termination of this Agreement.
(b) If the proxy granted in Section 11 (a) above is for any reason invalid, for so long as this Agreement is in effect, in any meeting of the stockholders of the Company, however called, and in any action by consent of the stockholders of the Company, Lubrizol or Seller shall vote or cause to be voted all of Seller's Shares: (i) against any action or agreement that would result in a breach in any material respect of any covenant,