Remedies Clause Example with 14 Variations from Business Contracts
This page contains Remedies clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Remedies. 3.1 Covenants of the Company. The Company agrees to use its best efforts, within the requirements of applicable law, to ensure that the rights granted under this Agreement are effective and that the parties enjoy the benefits of this Agreement. Such actions include, without limitation, the use of the Company's best efforts to cause the nomination and election of the directors as provided in this Agreement. 3.2 Irrevocable Proxy and Power of Attorney. Each party to this Agreement hereby constitut...es and appoints as the proxies of the party and hereby grants a power of attorney to the President of the Company, and a designee of the Selling Stockholders, and each of them, with full power of substitution, with respect to the matters set forth herein, including without limitation, election of persons as members of the Board in accordance with Section 1 hereto and votes regarding any Sale of the Company pursuant to Section 2 hereof, and hereby authorizes each of them to represent and to vote, if and only if the party (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner which is inconsistent with the terms of this Agreement, all of such party's Shares in favor of the election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of Section 1 of this Agreement or to take any action necessary to effect a Sale of the Company pursuant to and in accordance with Section 2 of this Agreement. Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 4 hereof. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 4 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth herein. 3.3 Specific Enforcement. Each party acknowledges and agrees that each party hereto will be irreparably damaged in the event any of the provisions of this Agreement are not performed by the parties in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that each of the Company and the Stockholders shall be entitled to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction. 3.4 Remedies Cumulative. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.View More
Variations of a "Remedies" Clause from Business Contracts
Remedies. 3.1 Covenants of the Company. The Company agrees to use its best efforts, within the requirements of applicable law, to ensure that the rights granted under this Agreement are effective and that the parties enjoy the benefits of this Agreement. Such actions include, without limitation, the use of the Company's best efforts to cause the nomination and election of the directors as provided in this Agreement. 3.2 2.1 Irrevocable Proxy and Power of Attorney. Each party to this Agreement of the Stock...holders hereby constitutes and appoints as the proxies of the party his proxy, and hereby grants a power of attorney to the President of the Company, and a to, Jon Kutler or any other designee of the Selling Stockholders, and each of them, Admiralty, with full power of substitution, with respect to the matters set forth herein, including without limitation, election of persons as members of the Board in accordance with Section 1 hereto and votes regarding any Sale of the Company pursuant to Section 2 hereof, and hereby authorizes each Jon Kutler or such other designee of them Admiralty to represent and to vote, if and only if the party (i) such Stockholder (a) fails to vote vote, or (ii) (b) attempts to vote (whether by proxy, in person or by written consent) consent), in a manner which is inconsistent with the terms of this Agreement, all of such party's Shares Stockholder's shares of Voting Stock in favor of the election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of Section 1 of this Agreement or to take any action necessary to effect a Sale of the Company pursuant to and in accordance with Section 2 of this Agreement. Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties hereto in connection with the transactions contemplated by this Agreement, the Purchase Agreement and the Amendment, and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 4 3 hereof. Each party hereto of the Stockholders hereby revokes any and all previous proxies or powers of attorney with respect to any of the Shares Voting Stock held by such Stockholder and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 4 3 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, Voting Stock, deposit any of the Shares Voting Stock into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, Voting Stock which such Stockholder owns or has any right to vote, in each case, with respect to any of the matters set forth herein. 3.3 Each of the Stockholders hereby agrees to cause each of his Affiliate to grant a proxy and power of attorney identical to that described in this Section 2.1 immediately upon request of Admiralty. 2.2 Specific Enforcement. Each party of the Stockholders acknowledges and agrees that each party hereto Admiralty will be irreparably damaged in the event any of the provisions of this Agreement are not performed by the parties in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that each of the Company and the Stockholders Admiralty shall be entitled to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction. 3.4 2.3 Remedies Cumulative. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative. View More
Remedies. 3.1 Covenants of the Company. The Company agrees to use its best efforts, within the requirements of applicable law, to ensure that the rights granted under this Agreement are effective and that the parties enjoy the benefits of this Agreement. Such actions include, without limitation, the use of the Company's best efforts to cause the nomination and election of the directors as provided in this Agreement. 3.2 Irrevocable Proxy and Power of Attorney. (a) Irreocable Proxy. Each party to this Agre...ement Stockholder hereby constitutes and appoints as the proxies Secretary and the Chief Executive Officer of the party and hereby grants a power of attorney to the President of the Company, and a designee of the Selling Stockholders, Company and each of them, with full power of substitution, as the proxies of the Stockholder with respect to the matters set forth herein, including without limitation, election of persons as members of the Board in accordance with 8 Section 1 hereto 2 of this Agreement and votes regarding any Sale Corporate Transaction of the Company pursuant to Section 2 hereof, 8 of this Agreement, and hereby authorizes each of them to represent and to vote, if and only if the party (i) fails to vote or (ii) Stockholder attempts to vote (whether by proxy, in person or by written consent) consent), or to fail to vote, in a manner which is inconsistent with the terms of this Agreement, all of such party's Shares Stockholder's Stock in favor of the election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of Section 1 of this Agreement or to take approval of any action necessary to effect a Sale Corporate Transaction of the Company pursuant to and in accordance with the terms and provisions of Section 2 8 of this Agreement. Each of the The proxy and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties Stockholder in connection with the transactions contemplated by this Agreement and, as such, each is coupled couples with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 4 13 hereof. Each party hereto Stockholder hereby revokes any and all previous proxies or powers of attorney with respect to the Shares Stock and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 4 13 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, Stock, deposit any of the Shares Stock into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, Stock, in each case, with respect to any of the matters set forth herein. 3.3 Specific Enforcement. Each party acknowledges and agrees that each party hereto will be irreparably damaged in the event any of the provisions of this Agreement are not performed by the parties in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that each of the Company and the Stockholders shall be entitled to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction. 3.4 (b) Remedies Cumulative. All remedies, either under this Agreement or by law or otherwise afforded to any party, Stockholder shall be cumulative and not alternative. View More
Remedies. 3.1 4.1. Covenants of the Company. The Company agrees to use its reasonable best efforts, within the requirements and limitations of applicable law, to ensure that the rights granted under this Agreement are effective and that the parties enjoy the benefits of this Agreement. Such actions include, without limitation, the use of the Company's reasonable best efforts to cause the nomination and election of the directors as provided in this Agreement. 3.2 4.2. Irrevocable Proxy and Power Proxy. In ...order to secure each Shareholder's obligation to vote such holder's Shares in accordance with the provisions of Attorney. Each party this Agreement, each Shareholder hereby appoints the person serving from time to this Agreement hereby constitutes and appoints time as the proxies Chief Executive Officer of the party Company and hereby grants a power of attorney the person serving from time to time as the President Chairman of the Company, and a designee Board (or if the Chairman of the Selling Stockholders, Board is the same person as the Chief Executive Officer, the Secretary of the Company) (each, a "Proxyholder") as such Shareholder's true and each of them, lawful proxy and attorney-in-fact, with full power of substitution, with respect to vote all of such holder's Shares for the matters set forth herein, including without limitation, election and/or removal of persons directors solely as members expressly provided for in this Agreement or the increase of the Board authorized shares of Common Stock pursuant to and in accordance with Section 1 hereto the terms and votes regarding any Sale provisions of the Company pursuant to Section 2 hereof, (collectively, the "Applicable Terms"), and each Shareholder hereby authorizes each of them to represent and to vote, if and only if the party Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner which is inconsistent with the terms of this Agreement, Applicable Terms, all of such party's Shareholder's Shares in favor of the election of persons as members of the Board as determined pursuant to and in accordance with the terms and provisions of Section 1 of this Agreement or the increase of authorized shares of Common Stock pursuant to and in accordance with the terms and provisions of Section 2 or to take any action necessary to effect a Sale of the Company pursuant to and in accordance with Section 2. Each Proxyholder may exercise the irrevocable proxy granted to him or her hereunder at any time such holder fails to comply with the provisions of this Agreement. Each of the proxy The proxies and power of attorney powers granted by each holder pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is Section 4.2 are coupled with an interest and are given to secure the performance of such holder's obligations under this Agreement. Such proxies and powers will be irrevocable for the term of this Agreement and will survive the death, incompetence or disability of such holder and the respective holders of their Shares. The proxy granted hereunder shall terminate automatically and shall be irrevocable unless of no further force and until this Agreement terminates or expires effect upon termination pursuant to Section 4 hereof. 5 below. Each party hereto hereby represents that this Agreement has been duly authorized, executed and delivered by such party. Each Shareholder party hereto hereby represents that this Agreement (a) constitutes the valid and binding obligation of such party, enforceable in accordance with its terms and (b) such party is not party to any -5- voting trust or other agreement which is inconsistent with or conflicts with the provisions of this Agreement. Each Shareholder party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 4 hereof, 5, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth herein. 3.3 4.3. Specific Enforcement. Each party acknowledges and agrees that each party hereto will be irreparably damaged in the event any of the provisions of this Agreement are not performed by the parties in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that each of the Company and the Stockholders Shareholders shall be entitled to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction. 3.4 4.4. Remedies Cumulative. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative. View More
Remedies. 3.1 Covenants of the Company. Parties. The Company agrees parties agree to use its their respective reasonable best efforts, within the requirements of applicable law, Applicable Law, to ensure that the rights granted under this Agreement are effective and that the parties enjoy the benefits of this Agreement. Such actions include, without limitation, the use of the Company's Stockholders' respective reasonable best efforts to cause the approval of the issuance of the Consideration Shares, if re...quired, and the nomination and election of the Lauro Designee as provided in this Agreement and the use of Lauro's reasonable best efforts to cause the nomination and election of the directors as provided in this Agreement. 4 3.2 Irrevocable Proxy and Power of Attorney. Each party to this Agreement Stockholder and Lauro respectively hereby constitutes and appoints as the proxies of the party proxy, and hereby grants a power of attorney to to, the President General Counsel of the Company, and a designee of the Selling Stockholders, and each of them, Company with full power of substitution, with respect to the matters set forth herein, including including, without limitation, election of persons as members of the Board in accordance with Section 1 hereto and votes regarding any Sale of the Company pursuant to Section 2 hereof, and hereby authorizes each of them her to represent and to vote, if and only if the party Stockholder or Lauro (or its Affiliates), as the case may be, (i) fails to vote vote, or (ii) attempts to vote (whether by proxy, proxy or in person or by written consent) person), in a manner which is inconsistent with the terms of this Agreement, all of such party's Stockholder's or Lauro's (or its Affiliates) Shares in favor of the election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of Section 1 of this Agreement or to take any action necessary to effect a Sale of the Company pursuant to and in accordance with Section 2 of this Agreement. Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 4 hereof. Each party hereto Stockholder and Lauro hereby revokes any and all previous proxies or powers of attorney with respect to the Shares respectively held or controlled and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 4 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, Person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth herein. herein 3.3 Specific Enforcement. Injunctive Relief. Each party acknowledges of the parties hereto recognizes and agrees that each party hereto will money damages may be irreparably damaged insufficient and, therefore, in the event of a breach or threatened breach of any of the provisions provision of this Agreement are not performed by the parties aggrieved party, in accordance with their specific terms addition to any other remedy which may be available to such party at law or are otherwise breached. Accordingly, it is agreed that each of the Company and the Stockholders shall in equity, will be entitled to an injunction seek specific performance and injunctive relief, without posting bond or other security, and without the necessity of proving actual or threatened damages, which remedy such damaged party will be entitled to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted seek in any court of the United States or any state having subject matter competent jurisdiction. 3.4 Remedies Cumulative. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.View More
Remedies. 3.1 9.1 Covenants of the Company. The Company agrees to use its best reasonable efforts, within the requirements of applicable law, to ensure that the rights granted under this Agreement are effective and that the parties enjoy the benefits of this Agreement. Such actions include, without limitation, the use of the Company's best reasonable efforts to cause the nomination and election of the directors as provided in this Agreement. 3.2 9.2 Irrevocable Proxy and Power of Attorney. Proxy. Each par...ty to this Agreement hereby constitutes and appoints as the proxies of the party and hereby grants a power of attorney to the Chief Executive Officer or President of the Company, Company and a designee of the Selling Stockholders, and each of them, with full power of substitution, as the proxies of the party with respect to the matters set forth herein, including without limitation, election of persons as members of the Board in accordance with Section 1 hereto and votes regarding any Sale of the Company pursuant to Section 2 hereof, 8 hereto, and hereby authorizes each of them to represent and to vote, if and only if the party (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) consent), in a manner which is inconsistent with the terms of this Agreement, all of such party's Shares shares in favor of the election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of Section 1 of this Agreement or to take any action necessary to effect a Sale of the Company pursuant to and in accordance with Section 2 8, respectively, of this Agreement. Each of the The proxy and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement Section 9.2 terminates or expires pursuant to the provisions of Section 4 hereof. 9.3. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 4 hereof, expires, purport to grant any other proxy or power of attorney with respect to any of the Shares, shares, deposit any of the Shares shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, shares, in each case, with respect to any of the matters set forth herein. 3.3 Specific Enforcement. Each party acknowledges -23- 9.3 Termination of Remedy Provisions. The provisions of Section 9 of this Agreement shall expire and agrees terminate (i) immediately prior to an IPO or (ii) upon a Deemed Liquidation Event, whichever event occurs first; provided that each party hereto will be irreparably damaged in the event any of the provisions of this Agreement are not performed by Section 9 hereof will continue after the parties in accordance closing of any Deemed Liquidation Event to the extent necessary to enforce the provisions of Section 9 with their specific terms or are otherwise breached. Accordingly, it is agreed that each of the Company and the Stockholders shall be entitled respect to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction. 3.4 Remedies Cumulative. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative. such Deemed Liquidation Event. View More
Remedies. 3.1 4.1 Covenants of the Company. The Company agrees to use its best efforts, within the requirements of applicable law, to ensure that the rights granted under this Agreement are effective and that the parties enjoy the benefits of this Agreement. Such actions include, without limitation, the use of the Company's best efforts to cause the nomination and election of the directors as provided in this Agreement. 3.2 3 4.2 Irrevocable Proxy and Power of Attorney. Each party to this Agreement hereby... constitutes and appoints as the proxies proxy of the party and hereby grants a power of attorney to the President of the Company, and a designee of the Selling Stockholders, and each of them, Investor, with full power of substitution, with respect to the matters set forth herein, including including, without limitation, election of persons as members of the Board in accordance with votes to increase authorized shares pursuant to Section 1 hereto 2 hereof and votes regarding any Sale of the Company pursuant to Section 2 hereof, and hereby authorizes each of them him or her to represent and to vote, if and only if the party (i) fails to vote vote, or (ii) attempts to vote (whether by proxy, in person or by written consent) consent), in a manner which is inconsistent with the terms of Section 2 of this Agreement, all of such party's Shares in favor of the election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of Section 1 of this Agreement or to take the increase of authorized shares or approval of any action necessary to effect a Sale of the Company pursuant to and in accordance with Section the terms and provisions of Sections 2 and 3 of this Agreement or to take any action reasonably necessary to effect Sections 2 and 3 of this Agreement. The power of attorney granted hereunder shall authorize such holder of such proxy to execute and deliver the documentation referred to in Section 3.2(c) on behalf of any party failing to do so within five (5) business days of a request by the Company. Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence this Section 4.2 is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires is terminated pursuant to Section 4 the terms hereof. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires is terminated pursuant to Section 4 the terms hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth herein. 3.3 Specific Enforcement. Each in this Agreement. 4.3 Remedies Cumulative. The parties acknowledge that a breach by either party of its obligations hereunder will cause irreparable harm to the other party, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the parties acknowledges and agrees that each party hereto the remedy at law for a breach of its obligations under this Agreement will be irreparably damaged inadequate and agrees, in the event any of a breach or threatened breach by a party of the provisions of this Agreement are not performed by Agreement, that the parties in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that each of the Company and the Stockholders non-defaulting party shall be entitled entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein or allowed by law, to an injunction to prevent breaches of this Agreement, and to specific enforcement or injunctions restraining, preventing or curing any breach of this Agreement and its to enforce specifically the terms and provisions in thereof, without the necessity of showing economic loss and without any action instituted in any court bond or other security being required. None of the United States rights, powers or any state having subject matter jurisdiction. 3.4 Remedies Cumulative. All remedies, either under remedies conferred upon the parties pursuant to the terms and provisions of this Agreement shall be mutually exclusive, and each such right, power or by law or otherwise afforded to any party, remedy shall be cumulative and not alternative. in addition to every other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise. View More
Remedies. 3.1 2.1 Covenants of the Company. Company . The Company agrees to use its best efforts, within the requirements of applicable law, to ensure that the rights granted under this Agreement are effective and that the parties enjoy the benefits of this Agreement. Such actions include, without limitation, the use of the Company's best efforts to cause the nomination and election of the directors as provided in this Agreement. 3.2 Agreement and to solicit the approval of the stockholders of the Company... to vote in accordance with such provisions. 2.2 Irrevocable Proxy and Power of Attorney. Attorney . Each party to this Agreement Stockholder hereby constitutes appoints Velocitas and appoints any designee of Velocitas as the proxies of the party Stockholder and hereby grants a power of attorney to the President senior executive officer of the Company, and a designee of the Selling Stockholders, and each of them, Company as attorneys-in-fact, with full power of substitution, with respect to the matters set forth herein, including including, without limitation, election of persons as members of the Board in accordance with Section 1 hereto and votes regarding any Sale of the Company pursuant to Section 2 hereof, hereto, and hereby authorizes each of them to represent and to vote, if and only if the party (i) fails to vote vote, or (ii) attempts to vote (whether by proxy, in person or by written consent) consent), in a manner which is inconsistent with the terms of this Agreement, all of such party's Shares in favor of the election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of Section 1 of this Agreement or to take any action necessary to effect a Sale of the Company pursuant to and in accordance with Section 2 1, respectively, of this Agreement. Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest interest, including for the purposes of Section 78.355(5) of the Nevada Revised Statutes, revokes any and all prior proxies granted by each Stockholder with respect to such Stockholder's Shares and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 4 hereof. hereof (notwithstanding, for the avoidance of doubt, whether or not such term extends beyond the six month anniversary of the date of this Agreement). Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 4 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth herein. 3.3 Notwithstanding anything to the contrary in this Subsection 2.2, a Stockholder may grant a proxy or power of attorney with respect to such Stockholder's Shares to any person, including representatives of the Company, in connection with a meeting of the stockholders of the Company or otherwise, provided that such proxy or power or attorney is consistent with the Stockholder's obligations under this Agreement. 2.3 Specific Enforcement. Enforcement . Each party acknowledges and agrees that each party hereto will be irreparably damaged in the event any of the provisions of this Agreement are not performed by the parties in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that each of the Company and the Stockholders shall be entitled to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction. 3.4 accordance with Subsection 5.12. 2.4 Remedies Cumulative. Cumulative . All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative. View More
Remedies. 3.1 5.1 Covenants of the Company. The Company agrees to use its best efforts, within the requirements of applicable law, to ensure that the rights granted under this Agreement are effective and that the parties enjoy the benefits of this Agreement. Such actions include, without limitation, but are not limited to, the use of the Company's best efforts to cause the nomination and election of the directors as provided in this Agreement. 3.2 9 5.2 Remedial Irrevocable Proxy and Power of Attorney. Ea...ch party to this Agreement hereby constitutes and appoints as the proxies proxy of the party parties, and hereby grants a power of attorney to the President of the Company, and to, a designee of the Selling Stockholders, CIMA (who shall be an executive officer of CIMA and each of them, shall initially be Juan Martin Gomez), with full power of substitution, with respect to the matters set forth herein, including without limitation, including, but not limited to, the election of persons individuals as members of the Board in accordance with Section 1 hereto hereof and votes regarding any Sale the approval of the Company pursuant to matters described in Section 2 hereof, 2, and hereby authorizes each of them to represent and to vote, if and only if the such party (i) fails to vote vote, or (ii) attempts to vote (whether by proxy, in person person, or by written consent) consent), in a manner which that is inconsistent with the terms of this Agreement, all of such party's Shares in favor of the election of persons individuals as members of the Board determined pursuant to and in accordance with the terms and provisions of Section 1 of this Agreement or to take any action necessary to effect a Sale and the approval of the Company pursuant to and matters described in accordance with Section 2. of this Agreement. Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence this Section 5.2 is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until CIMA's rights under this Agreement terminates terminate or expires expire pursuant to Section 4 6 hereof. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares (except as set forth in Section 3) and shall not hereafter, unless and until CIMA's rights under this Agreement terminates terminate or expires expire pursuant to Section 4 6 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust trust, or enter into any agreement (other than this Agreement), arrangement arrangement, or understanding with any person, Person, directly or indirectly, to vote, grant any proxy proxy, or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth herein. 3.3 5.3 Specific Enforcement. Each party to this Agreement acknowledges and agrees that each party hereto will be irreparably damaged in the event any of the provisions of this Agreement are not performed by the parties in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that each of the Company and the Stockholders Shareholders shall be entitled to an injunction to prevent breaches of this Agreement, Agreement and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction. 3.4 5.4 Remedies Cumulative. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative. View More
Remedies. 3.1 2.1 Covenants of the Company. The Company agrees to use its best commercially reasonable efforts, within the requirements of applicable law, to ensure that the rights granted under this Agreement are effective and that the parties enjoy the benefits of this Agreement. Such actions include, without limitation, the use of the Company's best commercially reasonable efforts to cause the nomination and election of the directors as provided in this Agreement. 3.2 2.2 Irrevocable Proxy and Power of... Attorney. Proxy. Each party to this Agreement Holder hereby constitutes and appoints as the proxies Company's Chief Executive Officer or his designee (for purposes of the party and hereby grants this section, each a power of attorney to the President of the Company, and a designee of the Selling Stockholders, and each of them, "Proxy Designee") with full power of substitution, as the proxy of the party with respect to the matters set forth herein, including without limitation, election of persons as members of the Board in accordance with Section 1 hereto and votes regarding any Sale of the Company pursuant to Section 2 hereof, hereto, and hereby authorizes each of them the Proxy Designee to represent and to vote, if and only if the party (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) consent), in a manner which is inconsistent with the terms of this Agreement, all of such party's Shares Stock in favor of the election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of Section 1 of this Agreement or to take any action necessary to effect a Sale of the Company pursuant to and in accordance with Section 2 of this Agreement. Each of the The proxy and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 4 3 hereof. Each party hereto Holder hereby revokes any and all previous proxies or powers of attorney with respect to the Shares Stock and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 4 3 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, Stock, deposit any of the Shares Stock into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, Stock, in each case, with respect to any of the matters set forth herein. 3.3 2.3 Specific Enforcement. Each party acknowledges and agrees that each party hereto will be irreparably damaged in the event any of the provisions of this Agreement are not performed by the parties in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that each of the Company and the Stockholders Holders shall be entitled to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction. 3.4 Trace Analytics Stockholder Agreement 5 2.4 Remedies Cumulative. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative. View More
Remedies. 3.1 6.1 Covenants of the Company. The Company agrees to use its best efforts, within the requirements of applicable law, to ensure that the rights granted under this Agreement are effective and that the parties enjoy the benefits of this Agreement. Such actions include, without limitation, the use of the Company's best efforts to cause the nomination and election of the directors as provided in this Agreement. 3.2 3 6.2 Irrevocable Proxy and Power of Attorney. Each party to this Agreement other ...than the Investors hereby constitutes and appoints as the proxies of the party and hereby grants a power of attorney to the President Directors of the Company, and a designee of the Selling Stockholders, and each of them, with full power of substitution, as the proxies of the party with respect to the matters set forth herein, including without limitation, election of persons as members of the Board in accordance with Section 1 hereto and votes regarding any Sale of the Company pursuant to Section 2 hereof, and hereby authorizes each of them to represent and to vote, if and only if the party (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner which is inconsistent with the terms of this Agreement, all of such party's Shares in favor of the election of persons as members of the Board determined pursuant to and required in accordance with the terms and provisions of Section 1 of this Agreement or to take any action necessary to effect a Sale of the Company pursuant to Sections 1, and in accordance with Section 2 2, respectively, of this Agreement. Each of the The proxy and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 4 7 hereof. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 4 7 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth herein. 3.3 6.3 Specific Enforcement. Each party acknowledges and agrees that each party hereto will be irreparably damaged in the event any of the provisions of this Agreement are not performed by the parties in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that each of the Company and the Stockholders Members shall be entitled to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction. 3.4 6.4 Remedies Cumulative. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative. View More
