Voting Rights Proxy Sample Clauses
POPULAR SAMPLE Copied 1 times
Voting Rights Proxy. (a) EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS COLLATERAL AGENT AS ITS PROXY AND ATTORNEY-IN-FACT FOR SUCH GRANTOR WITH RESPECT TO THE PLEDGED EQUITY INTERESTS WITH THE RIGHT TO, DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, TAKE ANY OF THE FOLLOWING ACTIONS (I) TRANSFER AND REGISTER IN ITS NAME OR IN THE NAME OF ITS NOMINEE THE WHOLE OR ANY PART OF THE PLEDGED EQUITY INTERESTS, (II) VOTE THE PLEDGED EQUITY INTERESTS, WITH FULL POWER OF SUBSTITUTION TO DO SO, (III) RECEIVE AND COLLECT ANY DIVIDEND OR OTHER PAYMENT OR DISTRIBUTION IN RESPECT OF OR IN EXCHANGE FOR THE PLEDGED COLLATERAL OR ANY PORTION THEREOF, TO GIVE FULL DISCHARGE FOR THE SAME AND TO INDORSE ANY INSTRUMENT MADE PAYABLE TO PLEDGOR FOR SAME, (IV) EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF THE PLEDGED EQUITY INTERESTS WOULD BE ENTITLED (INCLUDING, WITH RESPECT TO THE PLEDGED EQUITY INTERESTS, GIVING OR WITHHOLDING WRITTEN CONSENTS OF MEMBERS, CALLING SPECIAL MEETINGS OF MEMBERS AND VOTING AT SUCH MEETINGS), AND (V) TAKE ANY ACTION AND TO EXECUTE ANY INSTRUMENT WHICH COLLATERAL AGENT MAY DEEM NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT. THE APPOINTMENT OF COLLATERAL AGENT AS PROXY AND ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST AND SHALL BE VALID AND IRREVOCABLE UNTIL (X) THE SECURED OBLIGATIONS HAVE BEEN INDEFEASIBLY PAID IN FULL IN ACCORDANCE WITH THE PROVISIONS OF THE CREDIT AGREEMENT and THE OTHER CREDIT DOCUMENTS AND, (Y) ALL THE SECURED OBLIGATIONS HAVE BEEN PAID IN FULL AND THE COMMITMENTS UNDER THE CREDIT AGREEMENT HAVE EXPIRED OR BEEN TERMINATED (THE OCCURRENCE OF EACH OF THE FOREGOING, THE “TERMINATION DATE”); IT BEING UNDERSTOOD THAT SUCH SECURED OBLIGATIONS AND COMMITMENTS WILL CONTINUE TO BE EFFECTIVE OR AUTOMATICALLY REINSTATED, AS THE CASE MAY BE, IF AT ANY TIME PAYMENT, IN WHOLE OR IN PART, OF ANY OF THE SECURED OBLIGATIONS IS RESCINDED OR MUST OTHERWISE BE RESTORED OR RETURNED BY THE COLLATERAL AGENT, ADMINISTRATIVE AGENT OR ANY LENDER FOR ANY REASON, INCLUDING AS A PREFERENCE, FRAUDULENT CONVEYANCE, OR OTHERWISE UNDER ANY BANKRUPTCY, INSOLVENCY, OR SIMILAR LAW, ALL AS THOUGH SUCH PAYMENT HAD NOT BEEN MADE; IT BEING FURTHER UNDERSTOOD THAT IN THE EVENT PAYMENT OF ALL OR ANY PART OF THE SECURED OBLIGATIONS IS RESCINDED OR MUST BE RESTORED OR RETURNED, ALL REASONABLE OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS) INCURRED BY THE COLLATERAL ...
Voting Rights Proxy. 1.1 The Shareholders hereby irrevocably agree that after the Sole Corporation appoint someone other than staff of the Sole Corporation as an Assignee (definite as follows), the Shareholders will execute the Power of Attorney of which the content and format are as stated in Schedule II of this Agreement, authorizing the person designated by the Sole Corporation at that time (the “Assignee”) to, at his own will and discretion and on behalf of the Shareholders, exercise the following rights respectively enjoyed by the Shareholders under the articles of association of the Company then effective. (“Delegated Right”):
(1) propose to convene and attend a shareholders meeting of the Company according to the Company’s articles of association as the proxy of each of the Shareholders;
(2) exercise the voting rights on behalf of the Shareholders on the matters which are required to be discussed and resolved in the shareholders meeting, including, but not limited to the appointment and election of the directors of the Company and other senior management that should be appointed or dismissed by the Shareholders;
(3) exercise other Shareholder’s voting rights under the Company’s article of association (including any other voting right of the Shareholders specified after the modification of such article of association).
1.2 The above-mentioned authorization and delegation shall subject to the condition that the Assignee is a Chinese and the Sole Corporation agrees with such authorization and delegation. The Assignee has the right to recommit. In terms of the above-mentioned matters, the Assignee may recommit other person or entity to handle such matters by neither sending prior notice to relevant shareholders nor obtaining the consent from relevant shareholders. When and only when the Sole Corporation sends a written notice to the Shareholders to dismiss or replace the Assignee, the Shareholders shall immediately authorize another Chinese person designated by the Sole Corporation to exercise such right. The new appointment shall replace the former one immediately upon execution and except for such situation, the Shareholders shall not revoke the delegation and authorization to the Assignee.
1.3 The Assignee shall prudently and diligently perform the Delegated Right within the scope of authorization specified in this Agreement. The Shareholders agree to recognize and be responsible for the corresponding liability of any legal consequence caused by the Assignee exercising t...
Voting Rights Proxy. Effective upon the applicable closing at which CITIC acquires Shares, if any, CITIC will execute and deliver a proxy appointing Mr. ▇▇▇▇▇▇ Suning Tian, the sole shareholder of PacificInfo, as CITIC’s attorney-in-fact and proxy, with full power of substitution, for and in CITIC’s name, to vote, express consent or dissent, or otherwise utilize that voting power with respect to any Shares held by CITIC.
Voting Rights Proxy. Following the issuance of the Conversion Shares as security pursuant to this Agreement and prior to the conversion of the Note into the Conversion Shares, if any, in the event of a CoConnect, Inc. shareholder vote, the Conversion Shares held as Collateral shall be voted with the majority vote of any such shareholder vote and action and the Holder hereby grants an irrevocable proxy to the Debtor to vote the shares as such. Following conversion of the Note, the Conversion Shares may be voted by the Holder as they see fit.
Voting Rights Proxy. 8.3.1 Except as specifically set forth in this Agreement or as otherwise required by applicable law, Members holding Class A Units or Class B Units shall vote together as a single class and a Member shall be entitled to one (1) vote for each Class A Unit and for each Class B Unit held by such Member in connection with the election of Directors and on all matters to be voted upon by the Members of the Company.
8.3.2 In order to assist in the implementation of the provisions of this Section 8, each holder of Units hereby constitutes and appoints Watterson (or in the event ▇▇▇▇ ▇▇▇terson is incapacitated ▇▇ ▇▇▇▇, Stevenson) and Robert Gay (▇▇ ▇▇ ▇▇e even▇ ▇▇ ▇ ▇▇▇ Disability (as defined below), one of the Gay Designated Directors), and each of them, as attorneys and proxies, with full power of substitution, to receive all notices, and to represent, vote and consent, with respect to all Units held by such holder, without any notice to such holder (such notice being expressly waived by such holder), whether or not said representation, vote or consent benefits the interests of any of said proxies, but only with respect to any and all (i) matters presented to Members in their capacity as such for approval, following the approval of the Board, in which case all Members shall vote in the manner determined by the Board (except with respect to amendments or waivers to this Agreement), and (ii) of the matters specified in, and only in the manner contemplated by, Sections 8.4, 8.5, 8.6 and 8.7. The foregoing proxy is irrevocable, is coupled with an interest in the Company generally and shall remain in full force and effect notwithstanding the passage of time until terminated in accordance with the provisions of Section 8.11. The Company agrees not to give effect to any action by any Member which is in contravention of this Section 8.
Voting Rights Proxy. 1.1 The Entrusting Party hereby irrevocably entrusts ▇▇ ▇▇▇▇▇▇▇ to exercise the Voting Rights on his or her behalf at the shareholders’ meeting of the Company and exercise all his or her Voting Rights as shareholder of the Company as have been given to him or her or by law and under the Memorandum and Articles of Association of the Company (including but not limited to the right to make resolutions at the shareholders’ meeting) (the “Irrevocable Proxy”).
1.2 ▇▇ ▇▇▇▇▇▇▇ hereby agrees to accept such Irrevocable Proxy as set forth in clause 1.1 of this agreement and shall exercise all Voting Rights thereof pursuant to this agreement.
1.3 The Irrevocable Proxy granted herein shall be granted with full power of substitution, for and in the name and stead of the undersigned, for the purpose of voting in person at any annual or special meeting of shareholders of the Company, and acting to express consent or dissent upon any matter pertaining to the business of the Company presented to the shareholders for action without a meeting, with respect to shares of equity of the Company which the undersigned currently owns, beneficially or of record, or hereafter receives, including, without limitation, upon conversion, exchange or exercise of any securities which have been or may be issued by the Company. The Irrevocable Proxy granted herein shall be deemed to be coupled with an interest, shall be irrevocable, shall survive the dissolution or bankruptcy of the undersigned and shall extend to its successors and assigns.