Proxy

Proxy. Have the meanings ascribed to such terms under the Exchange Act; provided that the meaning of "solicitation" shall be without regard to the exclusions set forth in Rules 14a-1(l)(2)(iv) and 14a-2 under the Exchange Act

Proxy. As attorneys and proxies to vote all Subject Securities in favor of the matters referred to in clauses (i) and (ii) of Section 2 above.

Proxy. Attached hereto as 2 Exhibit B to vote the Founders Shares at each and all meetings of the - --------- stockholders of the Company, to execute and otherwise to exercise any consensual rights with respect to such Founders Shares to the same extent and with the same effect as each of the Founding Stockholders could do under any applicable agreement or instrument or any applicable laws or regulations governing the rights and powers of stockholders of the... Company (collectively, the "Proxy ----- Rights"); provided, that the exercise of any Proxy Rights requires the consent - ------ -------- of the majority of the Managing Purchasers unless, in the sole judgment of the Majority in Interest that in order to protect its investment, the Majority in Interest requires the sole right to exercise the Proxy Rights in which case the Majority in Interest shall upon 10 days written notice to each other Managing Purchaser have the sole right to exercise the Proxy Rights until the Majority in Interest, in its sole discretion, shall deem otherwise. View More

Proxy. Means the Company's Amendment No. 1 to Proxy Statement, to be filed with the United States Securities and Exchange Commission (the "SEC") that, if approved by the Company's common shareholders, would permit, among other things, the Change in Tax Status and the Management Opco Merger, a draft of which is attached to this Agreement as Exhibit A.

Proxy. Means any proxy, consent or similar instrument.

Proxy. Shall have the meaning ascribed to such term in Rule 14a-1 promulgated under the Exchange Act

Proxy. The respective meanings ascribed to them under Rule 14a-1 promulgated under the Exchange Act or otherwise under Schedule 14A under the Exchange Act

Proxy. The meanings ascribed to such terms under the Exchange Act and the rules and regulations promulgated thereunder;