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, Xxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxxxx and the Buyer. ARTICLE 2
Sample 1

Examples of Voting Agreement and Irrevocable Proxy in a sentence

  • Xxxxxx and the Investor will have executed and delivered the Voting Agreement and Irrevocable Proxy in the form attached as Exhibit C, which shall be in a form acceptable to the Investor in its sole discretion.

  • Voting Agreement and Irrevocable Proxy between The Hain Food Group, Inc.

  • Xxxxxx /s/ Xxxxxxx Xxxx Xxxxxxx Xxxx /s/ Xxxxx Xxxx Xxxxx Xxxx EXHIBIT A Glacier Peak Capital LLC Glacier Peak U.S. Value Fund, L.P. 000 000xx Xxxxxx X.X. Xxxxx 000 Xxxxxxxx, XX 00000 1,776,111 shares beneficially owned by Glacier Peak U.S. Value Fund, L.P. 2,472,130 shares subject to the irrevocable proxy pursuant to that certain Voting Agreement and Irrevocable Proxy dated as of October 28, 2014 Xxxx X.

  • Target Parent has the corporate power and authority to enter into 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.

  • 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.

  • By: /s/ Jxxx Xxxxxx Name: Jxxx Xxxxxx Title: Registered Agent [Stockholder Signature Page to Voting Agreement and Irrevocable Proxy] STOCKHOLDERS: /s/ Sxxxx X.

  • 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 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.

  • The Parties have executed this Voting Agreement and Irrevocable Proxy as of the Effective Date.

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 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.

  • Assignment of Management Agreement means the Assignment of Management Agreement and Subordination of Management Fees, dated the same date as this Loan Agreement, among Borrower, Lender and Property Manager, including all schedules, riders, allonges and addenda, as such Assignment of Management Agreement may be amended from time to time, and any future Assignment of Management Agreement and Subordination of Management Fees executed in accordance with Section 6.09(d).

  • Reaffirmation Agreement means the Reaffirmation Agreement dated as of the Closing Date by the Borrower and the Guarantors to the Administrative Agent for the benefit of the Secured Parties.

  • Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit B attached hereto.

  • 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.

  • Guarantor Joinder Agreement means a guarantor joinder agreement substantially in the form of Exhibit 7.14 delivered by a Domestic Subsidiary of the Borrower pursuant to Section 7.14.

  • Acceptable Confidentiality Agreement means a confidentiality agreement that contains provisions that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreements; provided, that such agreement and any related agreements shall not include any provision calling for any exclusive right to negotiate with such party or having the effect of prohibiting the Company from satisfying its obligations under this Agreement.

  • Guaranty Agreement means an agreement executed by the Guarantors in substantially the form of Exhibit F-2 unconditionally guarantying on a joint and several basis, payment of the Indebtedness, as the same may be amended, modified or supplemented from time to time.

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

  • Limited Guaranty With respect to any Series (or Class within such Series), any guarantee of, or insurance policy or other comparable form of credit enhancement with respect to, amounts required to be distributed in respect of such Series (or Class) or payments under all or certain of the Underlying Securities relating to such Series or Class, executed and delivered by a Limited Guarantor in favor of the Trustee, for the benefit of the Certificateholders, as specified in the related Supplement.

  • Joinder Agreements means for each Subsidiary, a completed and executed Joinder Agreement in substantially the form attached hereto as Exhibit G.

  • Subsidiary Joinder Agreement means a joinder to this Agreement, substantially in the form of Exhibit C.

  • Confidentiality Agreements is defined in Section 5.5(e) hereof.

  • Confidentiality Agreement has the meaning set forth in Section 6.3.

  • Designation Agreement means, with respect to any Designated Subsidiary, an agreement in the form of Exhibit E hereto signed by such Designated Subsidiary and the Company.

  • Existing LLC Agreement is defined in the recitals to this Agreement.

  • Consent and Agreement means the Manufacturer Consent and Agreement [____], dated as of even date with the Participation Agreement, of Airframe Manufacturer.

  • Formation Agreement has the meaning attributed to it in Recital A;

  • Voting Trust Agreement means the Voting Trust Agreement entered into ---------------------- as of April 15, 1996 by and among Xxxxxx X. Xxxx; Xxxxx X. Xxxx, Xx.; Xxxxx X. Xxxx, Xx.; and F. Xxxxxx Xxxxxxx as the Voting Trustees and the stockholders of LSAI Holding Corp. who are parties thereto.

  • Guaranty Joinder Agreement means each Guaranty Joinder Agreement, substantially in the form thereof attached to the Guaranty, executed and delivered by a Guarantor or any other Person to the Administrative Agent pursuant to Section 6.12 or otherwise.

  • General Security Agreement means that certain Security Agreement (Personal Property), substantially in the form of Exhibit F, dated as of the date hereof, between Borrowers (or, as the case may be, each Guarantor), as Debtor, and Lender, as Secured Party, securing the Obligations of Borrowers (or, as the case may be, the obligations of each Guarantor), as the same may from time to time be amended, modified or supplemented.

  • Lock-Up Agreements means the lock-up agreements that are delivered on the date hereof by each of the Company’s officers and directors, in the form of Exhibit A attached hereto.