Stockholder Proxy Clause Samples
A Stockholder Proxy clause authorizes a designated individual or entity to act on behalf of a stockholder in voting shares or making decisions at shareholder meetings. Typically, this clause outlines the scope of the proxy's authority, such as voting on specific matters or for a defined period, and may specify whether the proxy is revocable or irrevocable. Its core function is to ensure that a stockholder's interests are represented even if they are unable to attend meetings, thereby facilitating smooth corporate governance and decision-making.
Stockholder Proxy. Without limiting any other rights or remedies of the Company, the Stockholder hereby irrevocably appoints the Company or any individual designated by the Company as the Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstituting), for and in the name, place and stead of the Stockholder, to attend on behalf of the Stockholder any Meeting, to include the Stockholder Shares in any computation for purposes of establishing a quorum at any such Meeting, to vote (or cause to be voted) the Stockholder Shares or consent (or withhold consent) with respect to any of the matters described in Section 1 in connection with any Meeting or any action by written consent by the Company Stockholders, in each case, in the event that the Stockholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1. The proxy granted by the Stockholder pursuant to this Section 9 is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for the Company entering into the Merger Agreement and agreeing to consummate the Transactions contemplated thereby. The proxy granted by the Stockholder pursuant to this Section 9 is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the Stockholder and shall revoke any and all prior proxies granted by the Stockholder with respect to the Stockholder Shares. The vote or consent of the proxyholder in accordance with Section 1 and with respect to the matters in Section 1 shall control in the event of any conflict between such vote or consent by the proxyholder of the Stockholder Shares and a vote or consent by the Stockholder of the Stockholder Shares (or any other Person with the power to vote the Stockholder Shares) with respect to the matters in Section 1. The proxyholder may not exercise the proxy granted pursuant to Section 1 on any matter except those provided in Section 1. For the avoidance of doubt, the Stockholder may vote the Stockholder Shares on all other matters, subject to, for the avoidance of doubt, the other applicable covenants, agreements and obligations set forth in this Company Support Agreement.
Stockholder Proxy. Each Stockholder other than Agencourt hereby appoints R. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Stockholder Representative”) as his, her or its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of such Stockholder’s voting Securities of the Corporation for the election and removal of directors and all other matters provided for in this Section 2. The proxies and powers granted pursuant to this Section 2(b) are coupled with an interest and are given to secure the performance of this Agreement. Such proxies and powers are irrevocable and binding upon each Stockholder and the successors, assigns, representatives and executors thereof until the termination of this Agreement.
Stockholder Proxy