The Nassau New York Agreement and Irrevocable Proxy is a legal agreement that outlines the terms and conditions for the transfer of shares or voting rights in a company. It serves as a tool to ensure the smooth transition of ownership and decision-making power. In this agreement, the term "Nassau New York" refers to the specific jurisdiction where the agreement is being made. It signifies that the laws and regulations of Nassau County, New York, will govern the agreement. An Irrevocable Proxy is a key component of this agreement, which grants the proxy holder the authority to vote on behalf of the share owner. Unlike a regular proxy, an irrevocable proxy is not subject to revocation, meaning it cannot be canceled or terminated by the share owner once granted. This proxy is typically used in situations where a party wants to ensure a specific outcome, maintain control, or protect their interests even if circumstances change. Different types of Nassau New York Agreement and Irrevocable Proxy may include: 1. Share Purchase Agreement with Irrevocable Proxy: This type of agreement combines the purchase of shares with the granting of an irrevocable proxy. It allows the purchaser to acquire shares and secure the necessary voting rights to make important decisions for the company. 2. Shareholder Voting Agreement with Irrevocable Proxy: This agreement is entered into by multiple shareholders to establish shared decision-making and control. The irrevocable proxy grants a designated party the right to vote on behalf of the shareholders, ensuring that the agreed-upon actions are taken. 3. Irrevocable Proxy for Corporate Takeovers: In the context of a hostile takeover attempt, some shareholders might grant an irrevocable proxy to a party or group to ensure the desired outcome, such as blocking the takeover or approving a specific acquisition proposal. This type of agreement can be critical in corporate governance battles. 4. Share Restriction Agreement with Irrevocable Proxy: Share restriction agreements may impose certain restrictions on shares, such as transferability or voting rights. By combining an irrevocable proxy with such an agreement, a party can maintain control or regulate decisions even if shareholders try to circumvent the restrictions. In conclusion, the Nassau New York Agreement and Irrevocable Proxy is a legally-binding contract used in various scenarios related to the transfer of shares or voting rights in a company. It provides stability, protects interests, and ensures that decisions are made in line with the agreement's terms.