Common use of Appointment as Proxy Clause in Contracts

Appointment as Proxy. By executing and delivering a Letter of Transmittal as set forth above (or, in the case of a book-entry transfer, by delivery of an Agent’s Message in lieu of a Letter of Transmittal), the tendering stockholder irrevocably appoints designees of Purchaser as such stockholder’s proxies, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered by such stockholder and accepted for payment by Purchaser and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after the date of the Merger Agreement. All such proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, Purchaser accepts for payment Shares tendered by such stockholder as provided herein. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder will be revoked, and no subsequent powers of attorney, proxies and consents may be given (and, if given, will not be deemed effective). Purchaser’s designees will, with respect to the Shares or other securities and rights for which the appointment is effective, be empowered to exercise all voting and other rights of such stockholder as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of the stockholders of LifeCell, by written consent in lieu of any such meeting or otherwise. Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Purchaser’s payment for such Shares, Purchaser must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such Shares and other securities, including voting at any meeting of stockholders or executing a written consent concerning any matter.

Appointment as Proxy. By executing and delivering a Letter of Transmittal as set forth above (or, in the case of a book-entry transfer, by delivery of an Agent’s 's Message in lieu of a Letter of Transmittal), the tendering stockholder irrevocably appoints designees of Purchaser as such stockholder’s 's proxies, each with full power of substitution, to the full extent of such stockholder’s 's rights with respect to the Shares tendered by such stockholder and accepted for payment by Purchaser and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after the date of the Merger Agreement. All such proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, Purchaser accepts for payment Shares tendered by such stockholder as provided herein. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder will be revoked, and no subsequent powers of attorney, proxies and consents may be given (and, if given, will not be deemed effective). Purchaser’s 's designees will, with respect to the Shares or other securities and rights for which the appointment is effective, be empowered to exercise all voting and other rights of such stockholder as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of the stockholders of LifeCellCriticare, by written consent in lieu of any such meeting or otherwise. Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Purchaser’s 's payment for such Shares, Purchaser must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such Shares and other securities, including voting at any meeting of stockholders or executing a written consent concerning any matter.

Appointment as Proxy. By executing and delivering a Letter of Transmittal as set forth above (or, in the case of a book-entry transfer, by delivery of an Agent’s 's Message in lieu of a Letter of Transmittal), the tendering stockholder shareholder irrevocably appoints designees of Purchaser as such stockholder’s that shareholder's proxies, each with full power of substitution, to the full extent of such stockholder’s that shareholder's rights with respect to the Shares tendered by such stockholder that shareholder and accepted for payment by Purchaser and with respect to any and all other Shares or other securities issued or issuable in respect of such those Shares on or after the date of the Merger Agreement. All such those proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, Purchaser accepts for payment Shares tendered by such stockholder the shareholder as provided herein. Upon the effectiveness of such the appointment, all prior powers of attorney, proxies and consents given by such stockholder that shareholder will be revoked, and no subsequent powers of attorney, proxies and consents may be given (and, if given, will not be deemed effective). Purchaser’s 's designees will, with respect to the Shares or other securities and rights for which the appointment is effective, be empowered to exercise all voting and other rights of such stockholder that shareholder as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of the stockholders of LifeCellPep Boys' shareholders, by written consent in lieu of any such meeting or otherwise. Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Purchaser’s 's payment for such Shares, those Shares Purchaser must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such those Shares and other securities, including voting at any meeting of stockholders shareholders or executing a written consent concerning any matter.

Appointment as Proxy. By executing and delivering a Letter of Transmittal as set forth above (or, in the case of a book-entry transfer, by delivery of an Agent’s 's Message in lieu of a Letter of Transmittal), the tendering stockholder irrevocably appoints designees of Purchaser the Offeror as such that stockholder’s 's proxies, each with full power of substitution, to the full extent of such that stockholder’s 's rights with respect to the Shares tendered by such that stockholder and accepted for payment by Purchaser the Offeror and with respect to any and all other Shares or other securities issued or issuable in respect of such those Shares on or after the date of the Merger Agreement. All such those proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, Purchaser the Offeror accepts for payment Shares tendered by such the stockholder as provided herein. Upon the effectiveness of such the appointment, all prior powers of attorney, proxies and consents given by such that stockholder will be revoked, and no subsequent powers of attorney, proxies and consents may be given (and, if given, will not be deemed effective). Purchaser’s Upon the effectiveness of the appointment, the Offeror's designees will, with respect to the Shares or other securities and rights for which the appointment is effective, be empowered to exercise all voting and other rights of such that stockholder as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of the stockholders of LifeCellSmart & Final's stockholders, by written consent in lieu of any such meeting or otherwise. Purchaser The Offeror reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Purchaser’s the Offeror's payment for such those Shares, Purchaser the Offeror must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such those Shares and other securities, including voting at any meeting of stockholders or executing a written consent concerning any matter.

Appointment as Proxy. By executing and delivering a Letter of Transmittal as set forth above (or, in the case of a book-entry transfer, by delivery of an Agent’s 's Message in lieu of a Letter of Transmittal), the tendering stockholder irrevocably appoints designees of Purchaser as such that stockholder’s 's proxies, each with full power of substitution, to the full extent of such that stockholder’s 's rights with respect to the Shares tendered by such that stockholder and accepted for payment by Purchaser and with respect to any and all other Shares or other securities issued or issuable in respect of such those Shares on or after the date of the Merger Agreement. All such those proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, Purchaser accepts for payment Shares tendered by such the stockholder as provided herein. Upon the effectiveness of such the appointment, all prior powers of attorney, proxies and consents given by such that stockholder will be revoked, and no subsequent powers of attorney, proxies and consents may be given (and, if given, will not be deemed effective). Purchaser’s 's designees will, with respect to the Shares or other securities and rights for which the appointment is effective, be empowered to exercise all voting and other rights of such that stockholder as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of the stockholders of LifeCellOp-Tech stockholders, by written consent in lieu of any such meeting or otherwise. Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Purchaser’s 's payment for such Shares, those Shares Purchaser must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such those Shares and other securities, including voting at any meeting of stockholders or executing a written consent concerning any matter.