proxyholder definition
Examples of proxyholder in a sentence
Each Founder agrees and understands that such Founder, the Company and/or Proxyholder may become subject to the registration and/or reporting requirements, rules and regulations of the Exchange Act, the Securities Act of 1933, as amended, and/or any state and federal securities laws or regulations with respect to the Shares (collectively, the “Securities Laws”).
With respect to any meeting of stockholders, a Class B Supermajority Direction must be received by the Proxyholder no later than 5:00 p.m. prevailing Eastern Time on the business day immediately preceding the date of such meeting (or any adjournment or postponement thereof).
With respect to any action by written consent, a Class B Supermajority Direction must be received before the Proxyholder acts and within any time period established by the Company for consents.
A Class B Supermajority Direction shall be effective only if delivered to the Proxyholder and the Company in writing (which may be in the form of a written consent, electronic mail or other electronic transmission) and signed or otherwise validly authorized by holders representing at least sixty percent (60%) of the outstanding shares of Class B Common Stock as of the record date applicable to the relevant Matter.
If no timely Class B Supermajority Direction is received in accordance with this Section 1(i), the Proxyholder shall abstain from voting the Shares on the applicable Matter.