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.