Irrevocable Proxy and Power of Attorney definition

Irrevocable Proxy and Power of Attorney means an irrevocable proxy and power of attorney executed by the Shareholder in the form set out in Schedule 2 (Irrevocable Proxy and Power of Attorney) for the general purpose of securing the performance of this Deed and more specifically the proprietary interest of the Security Agent under it.
Irrevocable Proxy and Power of Attorney means a dated irrevocable proxy and power of attorney executed by the Chargor in the form set out in Schedule 3 (Irrevocable Proxy and Power of Attorney) for the general purpose of securing the performance of this Deed and more specifically the proprietary interest of the Security Recipient under it.

Examples of Irrevocable Proxy and Power of Attorney in a sentence

  • This Irrevocable Proxy and Power of Attorney shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the principles of conflicts of laws thereof.

  • Such actions include, without limitation, the use of the Company’s best efforts to cause the nomination and election of the directors as provided in this Agreement.‌ 4.2 [Irrevocable Proxy and Power of Attorney.

  • No amendment, modification, replacement, termination or cancellation of any provision of this Irrevocable Proxy and Power of Attorney will be valid, unless the same shall be in writing and signed by all parties hereto.

  • This Irrevocable Proxy and Power of Attorney shall expire automatically and be of no further force or effect immediately upon the earlier of: (i) the Termination Date; or (ii) May 15, 2019, and shall remain irrevocable until such time.

  • I have executed this Irrevocable Proxy and Power of Attorney on the __ day of _________, 201_.

  • Until the earlier to occur of (i) the third anniversary of the date of this Irrevocable Proxy and Power of Attorney and (ii) the Termination Date, the Stockholder hereby agrees that neither the Stockholder nor any of the Stockholder’s Affiliates shall engage in any Restricted Transaction with the Company unless such Restricted Transaction has been approved in advance by the Audit Committee of the Board of Directors of the Company or another independent committee of the Board of Directors of the Company.

  • Upon the Stockholder’s execution of this Irrevocable Proxy and Power of Attorney, any and all prior proxies given or purported to have been given by the undersigned Stockholder with respect to the Shares shall hereby be automatically revoked.

  • The expiration of this Irrevocable Proxy and Power of Attorney shall in no manner affect the validity of any action taken hereunder or of any agreement, document, instrument, affidavit or approval which has been signed or given as aforesaid prior to the expiration hereof and in accordance herewith.

  • The Stockholder and the Proxy Holder agree that any suit, action, or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Irrevocable Proxy and Power of Attorney shall be brought only to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if such court lacks jurisdiction, any state or federal court sitting in the State of Delaware.

  • COUNTY OF Marin ) On this 7th day of April 2005, before me, a Notary Public in and for said state, personally appeared Jeffrey Macke, known to me to be the xxxxxx xxx xxecuted the within Termination of Custodianship, Irrevocable Proxy and Power of Attorney and acknowledged to me that she executed the same for the purposes therein stated.

Related to Irrevocable Proxy and Power of Attorney

  • Power of Attorney means a record that grants an agent authority to act in the place of a principal.

  • Irrevocable Proxy means the agreement appointing the Platform or an affiliate of the Platform as the sole and exclusive attorney and proxy of the Investor, with full power of substitution and re-substitution, to vote and exercise all voting and related rights with respect to all of the securities of the Company that now are or hereafter may be beneficially owned by Investor.

  • Irrevocable Transfer Agent Instructions means, with respect to the Company, the Irrevocable Transfer Agent Instructions, in the form of Exhibit E, executed by the Company and delivered to and acknowledged in writing by the Transfer Agent.

  • Stock Power With respect to a Cooperative Loan, an assignment of the stock certificate or an assignment of the Cooperative Shares issued by the Cooperative Corporation.

  • Transfer Agent Instructions means the Irrevocable Transfer Agent Instructions, in the form of Exhibit D, executed by the Company and delivered to and acknowledged in writing by the Transfer Agent.

  • Transfer Agent Instruction Letter means the letter from the Company to the Transfer Agent which instructs the Transfer Agent to issue Underlying Shares pursuant to the Transaction Documents, in the form of Exhibit B attached hereto.

  • Lockup Agreement means the Lockup Agreement, dated as of the date hereof, by and between the Company and each person listed as a signatory thereto, in the form attached as Exhibit C hereto.

  • City Attorney means the City Attorney of the City or any person designated by the City Attorney to perform one or more of the duties of the City Attorney under this Agreement.

  • Proxy Form means the proxy form attached to the Notice;

  • Registration Rights Agreements means that certain Registration Rights Agreement dated as of the Closing Date by and between the Parent and Laurus and each other registration rights agreement by and between the Parent and Laurus, as each of the same may be amended, modified and supplemented from time to time.

  • Transferee Affidavit and Agreement As defined in Section 6.02(g)(i)(B).

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Registration Rights Agreement means the Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B attached hereto.

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • Proxy means, in relation to any Meeting, a person appointed to vote under a Block Voting Instruction other than:

  • Notice of Assignment is defined in Section 12.3.2.

  • Registration Agreement means the Exchange and Registration Rights Agreement dated February 18, 2003 between the Company and the Initial Purchasers relating to the Securities and (b) any other similar Exchange and Registration Rights Agreement relating to Additional Securities.

  • Shareholders Agreement has the meaning set forth in the recitals.

  • Voting Agreement has the meaning set forth in the Recitals.

  • Existing Registration Rights Agreement shall have the meaning given in the Recitals hereto.

  • Standstill Agreement shall have the meaning set forth in Section 6.03.

  • Irrevocable trust means a trust over which no person holds a power of revocation. A power holder's lack of capacity to exercise a power of revocation negates the power of revocation unless an agent of the power holder under a durable power of attorney, a conservator of the power holder, or a plenary guardian of the power holder is serving and the agent, conservator, or guardian is authorized to exercise the power of revocation.

  • Reaffirmation Agreement means that certain Reaffirmation Agreement, dated as of the date hereof, between the Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent and the Lenders and the other holders of the Secured Obligations.

  • Irrevocable letter of credit means an irrevocable letter on the financial institution’s standard form containing a request that the party to whom it is addressed pay the bearer or a person named therein money as a result of failure to perform or fulfill all the covenants, undertakings, terms, conditions and agreements contained in a contract.

  • General Affirmations means the statements in Attachment B, attached hereto and incorporated herein for all purposes, which Provider affirms by executing this Contract.

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.