To be irrevocable, a proxy must be (1) set forth in a proxy form that “conspicuously” states that the proxy is irrevocable and (2) “coupled with an interest.” Tex. Bus. Orgs. Code § 21.369. The terms we and our are used when the irrevocable proxy is signed on behalf of an entity.
Irrevocable Proxy
[I/We], the holder[s] of ownership interests in [name of corporation], a Texas corporation (the “Corporation”), do hereby irrevocably appoint [name of proxy A] [include if applicable: , [name of proxy B], and [name of proxy C], and each of them, jointly and severally,] as [my/our] proxy[ies] [include if applicable: (each with full power of substitution and resubstitution)] and to represent [me/us] and vote all ownership interests in the Corporation that [I/we] now own or subsequently acquire during the term of this Irrevocable Proxy (collectively, “Ownership Interests”), whether at a meeting of ownership interest holders or by any consent to any action taken without a meeting, with respect to any matter presented to holders of ownership interests of the Corporation for vote or action without a meeting. [I/We] hereby revoke all proxies previously given by [me/us] with respect to the Ownership Interests.
During the effectiveness of this Irrevocable Proxy, [name of proxy A] [include if applicable: , [name of proxy B], and [name of proxy C], and each of them, jointly and severally,] [has/have] all the power that [I/we] would possess with respect to the voting of the Ownership Interests or granting of consent as holder of the Ownership Interests. [I/We] hereby ratify and confirm all acts that [my/our] proxy[ies] will do or cause to be done by virtue of and within the limitations set forth in this Irrevocable Proxy.
This Irrevocable Proxy is binding on [my/our] [include if applicable: heirs, estate, executors, personal] representatives, successors, and assigns (including any transferee of any of the Ownership Interests) to the fullest extent permitted under applicable law.
This Irrevocable Proxy terminates and ceases to be effective at 11:59 p.m. central time on [date]. [I/We] hereby waive [my/our] right to cancel this Irrevocable Proxy at any time before that termination.
[I/We] have executed this Irrevocable Proxy on [date].
[Name of owner]
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Class of Ownership Interests Held:
Percent or number of
Ownership Interests Held: