Voting Agreement and Irrevocable Proxy definition

Voting Agreement and Irrevocable Proxy means the Voting Agreement and Irrevocable Proxy dated the date hereof among DHW Leasing, L.L.C., certain shareholders of the Company, the Company, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and the Buyer. ARTICLE 2
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Examples of Voting Agreement and Irrevocable Proxy in a sentence

  • The execution and delivery of the Voting Agreement and Irrevocable Proxy have been duly and validly authorized by the Board of Directors of Target Parent and no other corporate proceedings on the part of Target Parent are necessary to authorize the Voting Agreement and Irrevocable Proxy.

  • Target Parent has the corporate power and authority to enter into the Voting Agreement and Irrevocable Proxy.

  • I hereby approve of the provisions of the Shareholders Buy-Sell and Voting Agreement and Irrevocable Proxy, including my spouse's granting of an Irrevocable Proxy to become effective upon his death, and agree that I will not take any action to frustrate the purpose and intent of, nor challenge the provisions of, the Shareholders Buy-Sell and Voting Agreement and Irrevocable Proxy.

  • No authorization, consent or approval of, or filing with, any governmental body or authority is necessary for the execution, delivery and operation of the Voting Agreement and Irrevocable Proxy.

  • The voting of the shares of Target Common Stock under the Voting Agreement and Irrevocable Proxy in favor of the adoption of this Agreement and the approval of the Merger will be sufficient to approve this Agreement and the Merger under Nevada Law and Target's charter documents.

  • Target Parent is not subject to or obligated under any charter, bylaw or contract provisions or any license, franchise or permit or subject to any order or decree, which would be breached or violated by executing and delivering the Voting Agreement and Irrevocable Proxy.

  • The Voting Agreement and Irrevocable Proxy has been duly and validly executed by Target Parent and such instrument constitutes a valid, binding and irrevocable obligation enforceable against Target Parent in accordance with its terms.

  • Each Shareholder shall execute and deliver the Voting Agreement and Irrevocable Proxy in the form of Exhibit L on even date with this Agreement.

  • I also hereby consent to the sale, approve of the provisions of the Shareholders Buy-Sell and Voting Agreement and Irrevocable Proxy and agree that I will not bequeath the Shares or any of them or any interest in them by my will if I predecease my spouse.

  • Subject to Section 10(e), the term of this Agreement shall commence on the date hereof and such term and this Agreement shall terminate upon the earliest to occur of (i) the Effective Time, (ii) the date on which the Merger Agreement is terminated in accordance with its terms or (iii) the date on which the Voting Agreement and Irrevocable Proxy dated as of the date hereof between the Buyer and Pequot Private Equity Fund II, L.P. is terminated.

Related to Voting Agreement and Irrevocable Proxy

  • 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.

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

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

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

  • Lockup Agreement means a Lockup Agreement in the form of Exhibit C hereto.