Proxy Expiration Date definition

Proxy Expiration Date means the earlier of (i) the date upon which the Merger Agreement is validly terminated, or (ii) the date upon which the Merger becomes effective.
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Proxy Expiration Date means the earlier of the following:
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Proxy Expiration Date means the earlier of (i) the Effective Time, (ii) the termination of the Merger Agreement pursuant to its terms or (iii) the mutual written agreement of the parties to terminate this Agreement. Upon termination or expiration of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided, however, such termination or expiration shall not relieve any party from liability for any fraud, knowing and intentional breach of this Agreement or acts of bad faith prior to termination hereof.
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Examples of Proxy Expiration Date in a sentence

  • The parties hereto agree that such stop transfer order shall be removed and shall be of no further force and effect upon the Proxy Expiration Date.

  • All representations, warranties, covenants and agreements in this Agreement, and all rights and remedies with respect thereto, shall not survive the Proxy Expiration Date.

  • This proxy will terminate on the Proxy Expiration Date (as defined in the Voting Agreement).

  • Subject to Section 2.3, during the period from the date of this Agreement through the Proxy Expiration Date, Stockholder shall not, directly or indirectly, cause or permit any Transfer of any of the Subject Securities to be effected.

  • The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, and will be accurate in all respects at all times through and including the Proxy Expiration Date as if made as of any such time or date.

  • All representations, warranties, covenants and agreements made by Stockholder in this Agreement shall survive the Proxy Expiration Date.

  • This Agreement and all rights and obligations of the parties hereunder, including the Proxy, shall terminate, and no party shall have any rights or obligations hereunder and this Agreement shall become null and void on, and have no further effect after, the Proxy Expiration Date.

  • This Agreement and all rights and obligations of the parties hereunder, including the Proxy, shall terminate, and no party shall have any rights or obligations hereunder, and this Agreement shall become null and void on, and have no further effect, as of the Proxy Expiration Date.

  • During the period commencing on the date of this Agreement and ending on the Proxy Expiration Date, Stockholder shall ensure that: (a) none of the Subject Securities is deposited into a voting trust; and (b) no proxy is granted, and no voting agreement or similar agreement is entered into, with respect to any of the Subject Securities with respect to the matters set forth in this Agreement.

  • During the period from the date of this Agreement through the Proxy Expiration Date, Stockholder shall ensure that: (a) none of the Subject Securities is deposited into a voting trust; and (b) no proxy is granted, and no voting agreement or similar agreement is entered into, with respect to any of the Subject Securities.


More Definitions of Proxy Expiration Date

Proxy Expiration Date means the thirty (30) month anniversary of the Closing Date (as defined in the Merger Agreement). The attorneys and proxies named above, and each of them, are hereby authorized and empowered by the undersigned, at any time prior to the Proxy Expiration Date, to act as the undersigned’s attorney and proxy to vote the Shares, and to exercise all voting and other rights of the undersigned with respect to the Shares (including, without limitation, the power to execute and deliver written consents pursuant to the Delaware General Corporation Law), at every annual, special or adjourned meeting of the stockholders of Company or Parent, as applicable, and in every written consent in lieu of such meeting, to the extent related to the subject matter of Section 2 or Section 3 of the Stockholder Agreement, as applicable. However, this Irrevocable Proxy with respect to the Company Shares shall not apply to any proposal submitted to the Company Stockholders to approve any payment which would, in the absence of such approval, constitute parachute payments under Section 280G of the Internal Revenue Code of 1986, as amended, and the undersigned Stockholder shall continue to have full power and authority to vote the Shares in the undersigned’s sole discretion for or against any such proposal and/or any other matter not specifically described as a Proposal in the Stockholder Agreement. All authority herein conferred shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. This Irrevocable Proxy may not be amended or otherwise modified without the prior written consent of Parent. This Irrevocable Proxy shall terminate, and be of no further force and effect, automatically at 5:30 p.m. (Pacific time) the Proxy Expiration Date. [Remainder of Page Left Intentionally Blank] Dated: _____________, ____ Name of Stockholder: ___________________ Address: Company Shares beneficially owned on the date hereof: _________ shares of Common Stock _________ shares of Series A Preferred Stock _________ shares of Series B-1 Preferred Stock _________ shares of Series B-2 Preferred Stock _________ shares of Series C-1 Preferred Stock _________ shares of Series C-2 Preferred Stock
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Proxy Expiration Date means the earlier of (i) the date upon which the Merger Agreement is validly terminated, or (ii) the date upon which the Merger becomes effective; provided, however, that notwithstanding anything to the contrary contained in this Agreement, the Proxy Expiration Date shall be the date that is 275 days after the termination of the Merger Agreement if the Merger Agreement (A) is validly terminated pursuant to Section 8.1(b) or Section 8.1(d) of the Merger Agreement, and an Acquisition Proposal shall have been disclosed, announced, commenced, submitted or made at or prior to the termination of the Merger Agreement; or (B) is validly terminated at any time after the occurrence of a Triggering Event.
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Proxy Expiration Date means the earlier of (i) the date upon which the Merger Agreement is validly terminated in accordance with its terms, or
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Proxy Expiration Date means, (i) with respect to each proxy granted herein by a Xxxxxx Stockholder, the date upon which the obligations of such Xxxxxx Stockholder under Sections 2.1 and 2.2 shall have expired or terminated, and (ii) as to any Restricted Investor Shares with respect to the proxy granted herein by an Investor, the date upon which the obligations of such Investor under Section 2.3 shall have expired or terminated with respect to such Restricted Investor Shares.
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Related to Proxy Expiration Date

  • L/C Expiration Date means the day that is thirty days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

  • Offer Expiration Date has the meaning set forth in the definition of “Offer to Purchase.”

  • Stated Expiration Date has the meaning specified in Section 3.05(d).

  • Final Expiration Date shall have the meaning set forth in Section 7(a) hereof.

  • Cure Expiration Date has the meaning set forth in Section 8.04(a).

  • Term Expiration Date means the earlier of (i) the date that is thirty (30) years after the Term Commencement Date; provided that if such date occurs within an NFL Season or within thirty (30) days following an NFL Season, such date shall be automatically extended to the date that is thirty (30) days following the end of such NFL Season, as applicable, or (ii) the date on which the Stadium Lease is terminated pursuant to the express rights and terms of the Stadium Lease.

  • Option Expiration Date means the last day of the maximum term of an Option.

  • Release Expiration Date means the date that is twenty-one (21) days following the date upon which the Company timely delivers to Executive the Release (which shall occur no later than seven (7) days after the Date of Termination), or in the event that such termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967, as amended), the date that is forty-five (45) days following such delivery date.

  • Initial Expiration Date shall have the meaning set forth in Section 1.1(d).

  • Lease Expiration Date means the later of (i) the date of the final payment in full of the Dutch Note and (ii) the Vehicle Lease Expiration Date for the last Lease Vehicle leased by the Lessee hereunder. The “Term” of this Agreement shall mean the period commencing on the Lease Commencement Date and ending on the Lease Expiration Date.

  • Warrant Expiration Date means 5:00 P.M. (New York time) on __________, 2001 or the Redemption Date as defined in Section 8, whichever is earlier; provided that if such date shall in the State of New York be a holiday or a day on which banks are authorized or required to close, then 5:00 P.M. (New York time) on the next following day which in the State of New York is not a holiday or a day on which banks are authorized or required to close. Upon notice to all warrantholders the Company shall have the right to extend the warrant expiration date.

  • Scheduled Expiration Date is defined in Schedule 1 to the Lease.

  • License expiration date means June 30 of even-numbered years.

  • Commitment Expiration Date means the date on which IHCDA’s commitment under the Program expires.

  • Appointment Expiration Time has the meaning set forth in Section 3.7.

  • Expiration Date shall have the meaning set forth in Section 7(a) hereof.

  • Letter of Credit Expiration Date means the day that is seven days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

  • Revolving Credit Expiration Date means the earlier to occur of (a) August 12, 2000, as the same may be extended from time to time in the sole and absolute discretion of the Bank or (b) the date on which this Agreement is terminated pursuant to Section 3.03 hereof.

  • Date of Expiration means the date on which the Option shall expire, which shall be the earliest of the following times:

  • Fundamental Change Expiration Time shall have the meaning specified in Section 16.02(b)(ix).

  • Stated Expiry Date is defined in Section 2.6.

  • Expiration Time has the meaning set forth in Section 3.

  • Stated Termination Date means December 31, 2000.

  • Initial Termination Date has the meaning set forth in Section 9.1(b)(i).

  • Termination Time means the time at which the right to exercise Rights shall terminate pursuant to Section 5.1.

  • Series Termination Date means, with respect to any Series of Certificates, the date stated in the related Supplement.