Irrevocable Proxies Sample Clauses

Irrevocable Proxies. In order to secure the performance of each Stockholder’s obligations under this Agreement, by entering into this Agreement and solely with respect to the matters described in Section 1.01, such Stockholder hereby irrevocably grants a proxy appointing such Persons as Triarc designates as such Stockholder’s attorney-in-fact and proxy, with full power of substitution, for and in its, his or her name, place and xxxxx, to vote, express consent or dissent, or otherwise to utilize such voting power in the manner contemplated by and in accordance with Section 1.01, in such Person’s discretion, with respect to such Stockholder’s Subject Shares, in each case, until the termination of this Agreement in accordance with Section 4.03. Each Stockholder hereby represents that any proxies heretofore given in respect of the Subject Shares are not irrevocable, and that any such proxies are hereby revoked. Each Stockholder severally (and not jointly) hereby affirms that the irrevocable proxy set forth in this Section 1.02 is given in connection with the execution of the Merger Agreement and affirms that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked, except that such irrevocable proxy shall be revoked automatically, without any notice or other action by any Person, upon the termination of this Agreement in accordance with Section 4.03. Each Stockholder severally (and not jointly) hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. THE PROXY AND POWER OF ATTORNEY SET FORTH IN THIS SECTION 1.02 IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Stockholder shall execute and deliver to Triarc any proxy cards that such Stockholder receives to vote in favor of the adoption of the Merger Agreement, the Merger or any of the transactions contemplated thereby.

Irrevocable Proxies. Each Shareholder hereby grants to, and is deemed to have executed in favor of, all of the other Shareholders, an irrevocable proxy to vote, or to give written consent with respect to, all the voting equity securities owned by the grantor of the proxy for the election to the board of directors of such individuals as the grantee of the proxy shall be entitled to designate pursuant to this Agreement.

Irrevocable Proxies. Notwithstanding any provision in this Guaranty to the contrary, unless and until a default under this Guaranty shall have occurred, Guarantor shall be entitled to exercise any and all rights relating to or pertaining to the Pledged Shares, including, without limitation, the right to: (a) receive all dividends paid and distributions and other payments (including redemption or repurchase payments) so made in any way with respect to the Pledged Shares, other than those paid in shares of capital stock, provided, however, that all such dividends and distributions so paid and made shall be held in trust for the benefit of the Lender and shall be paid over to Lender and applied against the Indebtedness to the extent thereof; (b) vote the Pledged Shares; and (c) give consent, waivers, and ratifications with respect to the Pledged Shares. Effective upon the occurrence of a default under this Guaranty and for so long as any default is continuing, Guarantor hereby appoints Lender to be Guarantor's proxy agent, with full power of substitution, to vote all of the Pledged Shares owned by Guarantor, and hereby covenants to appoint Lender to be Guarantor's proxy agent, with full power of substitution to vote any of the Pledged Shares, at all meetings of shareholders of National Applied Science, Inc. or any adjournment or adjournments thereof, and in all unanimous, written consents of shareholders of National Applied Science, Inc., with respect to all matters submitted to the shareholders of National Applied Science, Inc., for approval. For so long as a default hereunder is continuing, Lender will have all of the power Guarantor would possess with respect to the matters set forth in this section. Guarantor hereby ratifies and confirms all acts Lender may do or cause to be done by virtue of and within the limitations of this irrevocable proxy. Guarantor hereby revokes all previous proxies given by Guarantor with respect to the Pledged Shares. GUARANTOR HEREBY WAIVES ALL RIGHT TO CANCEL OR REVOKE THIS IRREVOCABLE PROXY UNTIL ALL OF THE INDEBTEDNESS AND ALL OBLIGATIONS UNDER THIS GUARANTY HAVE BEEN PAID AND PERFORMED IN THEIR ENTIRETY, AND ACKNOWLEDGES THAT THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. TITLE; NO LIENS. Guarantor is the sole record and beneficial owner of the Pledged Shares, free and clear of all liens, rights, claims and encumbrances of every kind and nature whatsoever, Guarantor will keep the Pledged Shares free from any Liens except for the Liens ...

Irrevocable Proxies. Each Stockholder, revoking (or causing to be revoked) any proxies that he or it has heretofore granted, hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (i) attend any and all stockholder meetings of the Company with respect to the matters set forth in Section 3.1; (ii) vote, express consent or dissent or issue instructions to the record holder to vote, express consent or dissent with respect to such Stockholder’s Subject Shares in accordance with the provisions of Section 3.1 at any such meeting; and (iii) grant or withhold, or issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 3.1, all written consents with respect to the Subject Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder) and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.2 is given in connection with and granted in consideration of and as an inducement to Parent entering into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Stockholder under Section 3.1 hereof. The irrevocable proxy set forth in this Section 3.2 is executed and intended to be irrevocable, subject, however, to automatic termination upon the termination of this Agreement pursuant to Section 4.2. Parent covenants and agrees with each Stockholder that Parent will exercise the foregoing proxy consistent with the provisions of Section 3.1 hereof.

Irrevocable Proxies. Upon the execution hereof, the Company will use its best efforts to cause its executive officers and employee directors to execute and deliver to the Parent irrevocable proxies in a form reasonably acceptable to the Parent authorizing the Parent to vote all shares of Company Common Stock which such executive officers and directors are entitled to vote in favor of the Merger.

Irrevocable Proxies. (i) On the date hereof, each of Thorn Tree and Universal shall execute and deliver to Sixth Avenue an irrevocable proxy, coupled with an interest, substantially in the form attached hereto as Exhibit A and Exhibit B, respectively (together, the "Proxies"), for the purpose of enabling Sixth Avenue to exercise the voting and/or consensual rights and powers accruing to an owner of the Pledged Shares. The Proxies shall (A) grant Sixth Avenue the full power to exercise any and all voting and/or other consensual rights and powers accruing to an owner of the Pledged Shares throughout the Standstill Period, subject to Section 1(d)(ii) hereof, and (B) terminate as to Sixth Avenue, (1) with respect to Thorn Tree, upon the full satisfaction in cash (for the purposes of this Agreement and the Standstill Pledge Agreement, cash shall be deemed to include any Pledged Shares retained in satisfaction of any outstanding obligations in accordance with Section 1(o) hereof) of the portion of the Sixth Avenue Debt attributable to the Thorn Tree Parties, and (2) with respect to Universal, upon the full satisfaction in cash of the portion of the Sixth Avenue Debt that constitutes a Universal Obligation. Notwithstanding anything contained elsewhere in this Agreement but subject to its fiduciary duties under applicable law, if any, Sixth Avenue may vote the Pledged Shares in its sole discretion, including, without limitation, with respect to any corporate transaction proposed by the Board (as defined herein). (ii) Notwithstanding the terms set forth in Section 1(d)(i) hereof, upon the full satisfaction in cash in accordance with this Agreement of the portion of the Sixth Avenue Debt that constitutes a Universal Obligation, the right to exercise the voting and/or consensual rights and powers accruing to an owner of the Universal Pledged Shares will inure to the benefit of DHP until the DHP Debt, the Thorn Tree Debt and the Equistar Debt are satisfied in full in cash in accordance with this Agreement. Each of Thorn Tree and Universal shall execute and deliver to DHP on the date hereof an irrevocable proxy, coupled with an interest, substantially in the form attached hereto as Exhibit C and Exhibit D, respectively, which proxies shall become effective (A) with respect to Thorn Tree, upon the satisfaction in full in cash of the portion of the Sixth Avenue Debt attributable to the Thorn Tree Parties, and (B) with respect to Universal, upon the satisfaction in full in cash of the Sixth A...

Irrevocable Proxies. Concurrent with the execution hereof, ------------------- TARGET shall obtain and deliver to PURCHASER irrevocable proxies in substantially the form of Exhibit C hereto from each member of TARGET's Board of --------- Directors and from certain other affiliates of TARGET, which proxies shall represent not less than 25% of the outstanding shares of TARGET Common Stock.

Irrevocable Proxies. Concurrent with the execution hereof, TARGET ------------------- shall obtain and deliver to PURCHASER irrevocable proxies in substantially the form of Exhibit 4 hereto from each member of TARGET'S Board of Directors and from certain other affiliates of TARGET, which proxies represent not less than 55% of the outstanding shares of TARGET Common Stock.

Irrevocable Proxies. Target shall use its best efforts, on behalf of Acquiror and pursuant to the request of Acquiror, to cause Xxxxxxx Xxxxxx and Xxxx Xxxxxxx to execute and deliver to Acquiror, a Voting and Proxy Agreement in the form of Exhibit B attached hereto concurrently with the execution of this Agreement.

Irrevocable Proxies. Target shall use its best efforts, on behalf of Acquiror and pursuant to the request of Acquiror, to cause holders of more than 51% of each of: (i) the shares of Target Common Stock issued and outstanding and (ii) the shares of Target Preferred Stock issued and outstanding, to execute and deliver to Acquiror an Irrevocable Proxy in the form of Exhibit D attached hereto concurrently with the execution of this Agreement and in any event prior to the time that the Information Statement is mailed to the shareholders of Target.