This proxy agreement template has 5 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our proxy agreement template:
PROXY AGREEMENT This Proxy Agreement (the "Agreement") is effective [DATE], BETWEEN: [COMPANY A NAME], ("Party A") a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY B NAME], ("Party B") a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at: [YOUR COMPLETE ADDRESS] AND [SHAREHOLDER], ("Party C") an individual with their main address located at: [YOUR COMPLETE ADDRESS] Collectively, Party A, Party B and Party C shall be referred to as the "Parties." WHEREAS, Party A is a business company incorporated under the laws of the [State/Province] of [STATE/PROVINCE]; WHEREAS, Party B is a company engaged in the business of [PURPOSE OF BUSINESS] incorporated under the laws of the [State/Province] of [STATE/PROVINCE]; WHEREAS, Party A has entered a series of agreements, collectively the "Main Agreements," which include the "Exclusive Consult and Services Agreement," "Operating Agreement" and "Equity Pledge Agreement," and "Exclusive Option Agreement", with Party B, or Party B and Party B's Shareholder together, concurrently with this Agreement; WHEREAS, Party A, Party B and Party C agree to further clarify issues relative to the exercise of voting power over the registered capital of Party B occupied and held by Party C pursuant to provisions of this Agreement. NOW, THEREFORE, the Parties, after friendly negotiations, hereby agree below: AUTHORIZATION OF VOTING POWER Party C hereby undertakes that it shall execute a Power of Attorney upon the execution of this Agreement, entrusting Party A to exercise the following rights entitled to it pursuant to the then-effective articles of association of the Company (collectively the "Entrusted Rights"): Attending shareholders' meetings of Party B as proxy of the Shareholder. Exercising voting rights on behalf of the Shareholder on all issues (including but not limited to appointment and election of the directors, general manager and other senior management of the Company) required to be discussed and resolved by the shareholders' meeting Proposing to convene interim shareholders' meetings; and Other shareholder voting rights under the articles of association of the Company (including such other shareholder voting rights as provided after amendment to such articles of association). Party A shall perform the entrusted obligations lawfully with diligence and duty of care within the authorization scope. The Shareholder of Party B shall acknowledge and be liable for any legal consequences arising from Party A's exercise of the aforesaid Entrusted Rights. The Shareholder of Party B hereby acknowledges that in exercising the aforesaid Entrusted Rights, Party A is not required to seek the prior opinion of the Shareholder. However, Party A shall inform the Shareholder in a timely manner of any resolution or proposal on convening an interim shareholders' meeting after such resolution or proposal is made. RIGHT TO INFORMATION For the purpose of exercising the Entrusted Rights hereunder, Party A is entitled to have access to information including Party B's operation, business, clients, finance, staff, etc., and access to relevant materials of the Company. The Company shall fully cooperate with Party A in this regard. EXERCISE OF ENTRUSTED RIGHTS The Shareholder of Party B shall provide sufficient assistance to Party A for its exercise of the Entrusted Rights, including prompt execution of the resolutions of the shareholders' meeting of the Company or other related legal documents made by Party A when necessary (e.g., when the submission of such documents is necessary for the approval of, or registration or filing with government authorities). If at any time within the term of this Agreement, the granting or exercise of the Entrusted Rights hereunder is unenforceable for any reason (except for default by the Shareholder or the Company), the Parties shall immediately seek a most similar substitute for the provision unenforceable, and, if necessary, enter into a supplementary agreement to amend or adjust the provisions herein, so as to ensure the fulfillment of the purpose hereof. EXEMPTION AND INDEMNIFICATION Party B and Party C agree to indemnify and hold harmless Party A against all losses which it suffers or may suffer in connection with Party A's exercise of the Entrusted Rights, including but not limited to, any loss resulting from any litigation, demand, arbitration, claim initiated by any third party against them, and losses from administrative investigation or penalty by government authorities. However, losses suffered as a result of the intentional misconduct or gross negligence of Party A shall not be indemnified. REPRESENTATION AND WARRANTIES The Shareholder of Party B hereby respectively represents and warrants as follows: The Shareholder has full power and authority to execute and deliver this Agreement and all other documents to be entered into by it which are related to the transaction contemplated hereunder, as well as to consummate such transaction. This Agreement shall be duly and lawfully executed and delivered by the Shareholder and shall constitute the legal and binding obligations, enforceable against it in accordance with the terms hereof.
