Yahoo Proxy Shares Clause Samples

Yahoo Proxy Shares. (a) Yahoo and each of its Subordinate Shareholders hereby irrevocably and unconditionally grant a proxy to, and appoint, the Management Members, and each of them individually, as its proxies and attorneys-in-fact, with full power of substitution and resubstitution, for and in the name, place and stead of Yahoo or such Subordinate Shareholder, as applicable, to vote, act by written consent or execute and deliver a proxy for the Yahoo Proxy Shares held as of each Record Date. Yahoo and its Subordinate Shareholders each hereby (i) affirms that such irrevocable proxy is (A) coupled with an interest by reason of the obligations of the Management Members under this Agreement and (B) executed and intended to be irrevocable in accordance with the provisions of the Laws of the State of New York, and (ii) revokes any and all prior proxies granted by Yahoo or such Subordinate Shareholder with respect to the Yahoo Proxy Shares and no subsequent proxy shall be given by Yahoo and its Subordinate Shareholders (and if given shall be ineffective) with respect to the Yahoo Proxy Shares. This Section 3.2(a) is qualified by and subject to the provisions of Section 3.3 below. (b) Yahoo and its Subordinate Shareholders shall, in their sole discretion, have the right to sell or otherwise transfer any Equity Securities owned by Yahoo at any time. Upon transfer to any Person other than Yahoo, any of Yahoo’s wholly-owned Subsidiaries or controlled Affiliates or any Subordinate Shareholder of Yahoo, such Equity Securities shall no longer be subject to this Article 3; provided, however, that nothing in this Section 3.2(b) shall be deemed to relieve Yahoo or its Subordinate Shareholders of any obligations pursuant to Section 3.2(a) hereof with respect to any Yahoo Proxy Shares held by such Person as of a Record Date. This Section 3.2(b) is qualified by and subject to the provisions of Section 3.3 below. (c) Yahoo and each of its Subordinate Shareholders hereby agree to take all actions and execute and deliver all other agreements, forms of proxy, deeds and other documents reasonably requested by the Management Members to give effect to the provisions of this Section 3.2. This Section 3.2(c) is qualified by and subject to the provisions of Section 3.3 below. (d) For the avoidance of doubt, the obligations of Yahoo and its Subordinate Shareholders pursuant to this Article 3 do not apply to any Equity Securities held by Yahoo or its Subordinate Shareholders that are not Yahoo Proxy Share...