This Proxy Agreement is made on [AGREEMENT DATE] (the “Effective Date”) between [SHAREHOLDER NAME], [whose principal place of residence is at/a [CORPORATE JURISDICTION] corporation with its principal place of business at [COMPANY ADDRESS]] (the "Shareholder"), [COMPANY NAME], a [CORPORATE JURISDICTION] corporation with its principal place of business at] [CORPORATE ADDRESS]] (the "Company"), and [PROXY NAME], [whose principal place of residence is at/a [CORPORATE JURISDICTION] corporation with its principal place of business at] [PROXY ADDRESS]] (the "Proxy").
The parties agree as follows:
1. Designation of Proxy. The Shareholder hereby appoints the Proxy as its proxy, with full power of substitution, to exercise on its behalf all its voting and other rights at any shareholder meeting of the Company in accordance with applicable law and the Company's articles of association.
2. Exercise of Voting Rights
2.1. Voting Discretion. Except as provided in section 2.2 (Actions Requiring Prior Approval), the Proxy may, on the Shareholder's behalf,
(a) vote and exercise all other rights of in connection with any shares of the Company from time to time held by the Shareholder (the "Shares"), and
(b) consent to any act of the Company
in the same manner and to the same extent as if the Proxy were the owner of those Shares.
2.2. Actions Requiring Prior Approval. The Proxy may not take any of the following actions without the Shareholder's prior written approval:
(a) any sale or other disposition of the business any capital assets of the Company where
(i) an individual sale or disposition exceeds [25%] of the Company's assets, or
(ii) sales or dispositions in the aggregate exceeds [45%] of those assets,
(b) the encumbering of any Company assets for any purposes other than obtaining working capital or funds for capital improvements,
(c) any merger, consolidation, reorganization, or dissolution of the Company, or
(d) the filing or making of any petition under federal bankruptcy laws or any similar laws of any state or any foreign country.
2.3. Action Upon Approval. Upon the Shareholder's written request, the Proxy shall take the appropriate actions to authorize, approve, or vote against the actions detailed in section 2.2 (Actions Requiring Prior Approval). The Proxy shall consult with Shareholder concerning those actions so that the Shareholder will have sufficient information to ensure that all its actions will be taken in accordance with applicable law. Any action that the Proxy takes in connection with the matters detailed in section 2.2 without the Shareholder's prior written approval will be void.
2.4. Limitations on Liability. In the absence of instructions from the Shareholder, the Proxy shall vote and act on all matters on the Shareholder's behalf in accordance with its best judgment, but the Proxy assumes no responsibility for any third party action taken against the Shareholder in connection with those actions. The Proxy will not be liable as a result of any error in law, mistake of judgment, or any other matter or thing done, suffered, or omitted to be done under this agreement, except for any claims relating to the Proxy's gross negligence or willful misconduct.
3. Compensation of Proxy. The Shareholder shall promptly reimburse the Proxy for all reasonable and necessary travel and other expenses that the Proxy incurs in carrying out its duties under this agreement, upon submission to the Shareholder of reasonably detailed documentation as appropriate.
4. Indemnification of Proxy. The Shareholder shall indemnify the Proxy against all claims, liability, and expenses (including legal fees) arising from any third party claim or proceeding brought against the Proxy arising from or in any way connected to its performance as a proxy under this agreement, except for any claims relating to the Proxy's gross negligence or willful misconduct. The Shareholder shall advance to the Proxy all expenses that it incurs defending itself from any such claim.
5. Term. The term of this agreement is  years and may be extended by written agreement between the parties upon its expiration.
6.1. Expiration. This agreement will automatically terminate at the expiration of its term.
6.2. Termination by Shareholder. The Shareholder may at any time and for any reason terminate this agreement and remove the Proxy as its proxy upon written notice to the Company.
6.3. Proxy Resignation. The Proxy may at any time and for any reason resign its position as the Shareholder's proxy upon Notice of resignation to the Company and the Shareholder. The resignation will be effective on the date stated in the Proxy's notice. No formal acceptance of resignation by the Company is necessary to make the Proxy's resignation effective.
7. General Provisions
7.1. Entire Agreement. This agreement contains all the terms agreed to by the parties relating to its subject matter. It replaces all previous discussions, understandings, and agreements.
7.2. Further Assurances. Each party, upon receipt of Notice from the other party, shall sign (or cause to be signed) all further documents, do (or cause to be done) all further acts, and provide all assurances as may reasonably be necessary or desirable to give effect to the terms of this agreement.
7.3. Amendment. This agreement may only be amended by a written document signed by both parties.
(a) Form of Notice. All notices and other communications between the parties must be in writing.
(b) Method of Notice. Notices must be given by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party’s address specified in this agreement, or to the address that a party has notified to be that party’s address for the purposes of this section 7.4 (Notices).
(c) Receipt of Notice. A Notice given in accordance with this agreement will be effective upon receipt by the party to which it is given or, if mailed, upon the earlier of receipt and the fifth Business Day following mailing.
7.5. Governing Law. This agreement will be governed by and construed in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.
(a) Number and Gender. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.
(b) Headings and Internal References. The headings used in this agreement and its division into sections and other subdivisions do not affect its interpretation. References to sections and other subdivisions are to those parts of this agreement.
7.7. Counterparts. This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document.
7.8. Effectiveness of Agreement. This agreement is effective as of the Effective Date, even if any signatures are made after that date, but only if signed by all parties.
This agreement has been signed by the parties.
Address for Notices:
Address for Notices:
Address for Notices: