Irrevocable Proxies definition
Examples of Irrevocable Proxies in a sentence
If requested by the Company, the Stockholder agrees to use its commercially reasonable efforts to cause the other beneficial owners of any shares of capital stock of the Company over which the Stockholder has shared voting or dispositive power (such shares, the “Shared Securities”) to execute stock voting agreements and Irrevocable Proxies, in substantially similar form to this Agreement and the Irrevocable Proxy attached hereto, prior to the Effective Time.
From time to time, at the other party's request and without further consideration, each party hereto shall execute and deliver such additional documents and take all such further lawful action as may be necessary or desirable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement and the Irrevocable Proxies.
The Irrevocable Proxies ---------------------------------- provided hereby shall expire on the earlier to occur of the Effective Date of the Merger or the termination of the Merger Agreement pursuant to its terms (in either case, the "Merger Termination Date").
Except as otherwise permitted in this Agreement or the Irrevocable Proxies, the terms or conditions of this Agreement and the Irrevocable Proxies may not be waived unless set forth in a writing signed by the Party or Parties entitled to the benefits thereof.
Subject to the preceding sentence, this Agreement and the Irrevocable Proxies will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns.
No waiver of any of the provisions of this Agreement or the Irrevocable Proxies shall be deemed or shall constitute a waiver of such provision at any time in the future or a waiver of any other provision hereof or, in the case of the Irrevocable Proxies, any similar provision in another Irrevocable Proxy.
Except as otherwise provided in this Agreement or the Irrevocable Proxies, neither the failure nor any delay by any Party in exercising any right, power or privilege under this Agreement or the Irrevocable Proxies will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege.
If a Holder transfers any Shares, all Shares so transferred shall remain subject to the terms and provisions of this Agreement, including without limitation the provisions of Section 3 hereof granting Irrevocable Proxies and the covenants and agreements under this Section 4).
The --------------------------------------------------- Shareholders Agreement, each of the Voting Agreements, the Registration Rights Agreement and each of the Irrevocable Proxies shall all become effective and be in full force without any Default thereunder simultaneous with the completion of the Initial Closing.
From and after the Closing Date and until the expiration of the Voting Control Period (or, if sooner, until Rounick dies or otherwise terminates this provision), Han hereby agrees to vote the He-Ro Common Stock and the Rounick Family Stock subject to the Irrevocable Proxies to retain Rounick (or her designee) as a director of He-Ro.