Common use of Grant of Irrevocable Proxy; Appointment of Proxy Clause in Contracts

Grant of Irrevocable Proxy; Appointment of Proxy. (a) The Stockholder hereby irrevocably grants to, and appoints ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇, or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to tender the Stockholder's Shares as contemplated by Section 4 or to vote the Stockholder's Shares in favor of the Merger and otherwise as contemplated by Section 5. (b) The Stockholder represents that any proxies heretofore given in respect of the Stockholder's Shares are revocable, and that any such proxies are hereby revoked. (c) The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 6 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement and is intended to be irrevocable. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact may lawfully do or cause to be done by virtue hereof.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) The Stockholder In the event of a failure by Shareholder to act in accordance with Shareholder’s obligations as to voting pursuant to Section 3(a) or 3(b) prior to the termination of this Agreement, Shareholder hereby irrevocably (subject to Section 7) grants to, and appoints ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇appoints, or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of designated in writing by Parent, and each of them individually, the Stockholder's Shareholder’s proxy and attorney-in-fact attorney‑in‑fact (with full power of substitution and re-substitution), for and in the name, place and stead of the StockholderShareholder, to tender vote all of Shareholder’s Subject Shares at any meeting of shareholders of the Stockholder's Shares as contemplated by Company or any adjournment or postponement thereof, or grant a consent or approval in respect of Shareholder’s Subject Shares, in a manner consistent with the provisions of Section 3(a)-(b). The proxy granted in this Section 4 or to vote shall expire upon the Stockholder's Shares in favor termination of the Merger and otherwise as contemplated by Section 5this Agreement. (b) The Stockholder Shareholder represents that any proxies heretofore given in respect of the Stockholder's Shareholder’s Subject Shares are revocablenot irrevocable, and that any all such proxies are hereby revoked. (c) The Stockholder Shareholder hereby affirms that the irrevocable proxy set forth in this Section 6 4 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder Shareholder under this Agreement and is intended to be irrevocableAgreement. The Stockholder Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder Shareholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 69(1)(c) and Section 69(6)(e) of the BCA.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) The Subject to Section 6 hereof, the Stockholder hereby irrevocably grants to, and appoints ▇appoints, Parent, and ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇, or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter thereafter succeed to any such office of Parent, and each of them individually, the Stockholder's its proxy and attorney-in-fact (with full power of substitution), for and in the name, place place, and stead of the Stockholder, to tender vote his Shares, or grant a consent or approval in respect of his Shares, in connection with any meeting of the Stockholder's Shares as contemplated by Section 4 or to vote stockholders of the Stockholder's Shares Company (i) in favor of the Merger Merger, and otherwise (ii) against any action or agreement which would impede, interfere with or prevent the Merger, including any Acquisition Proposal. This Agreement is intended to bind the Stockholder as contemplated by Section 5a stockholder of Company only with respect to the specific matters set forth herein. (b) The Stockholder represents that any proxies heretofore given in respect of the Stockholder's Shares are revocablenot irrevocable, and that any such proxies are hereby revoked. (c) The Subject to Section 6 hereof, the Stockholder hereby affirms that the irrevocable proxy set forth in this Section 6 4 is irrevocable and is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance performances of the duties of the Stockholder under this Agreement and is intended to be irrevocableAgreement. The Stockholder hereby further affirms that the irrevocable proxy granted hereby is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact may lawfully do or cause in the Shares and, except as set forth in Section 6 hereof, is intended to be done by virtue hereofirrevocable in accordance with the provisions of the New Jersey Business Corporation Act.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) The Stockholder hereby irrevocably grants to, and appoints ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇, or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, the Stockholder's ’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to tender the Stockholder's ’s Shares as contemplated by Section 4 or to vote the Stockholder's ’s Shares in favor of the Merger and otherwise as contemplated by Section 5. (b) The Stockholder represents that any proxies heretofore given in respect of the Stockholder's ’s Shares are revocable, and that any such proxies are hereby revoked. (c) The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 6 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement and is intended to be irrevocable. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact may lawfully do or cause to be done by virtue hereof.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) The Stockholder hereby irrevocably grants to, and appoints appoints, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, or either any one of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to tender the Stockholder's Shares as contemplated by Section 4 or to vote the Stockholder's Stockholder Shares in favor held at the time of the Merger and otherwise relevant stockholder vote as contemplated by set forth in Section 52 hereof. The Stockholder will cause any record holder of Stockholder Shares to grant substantially similar proxies as requested in accordance with Section 8(e) hereof. (b) The Stockholder represents that any proxies heretofore given in respect of the Stockholder's Stockholder Shares are revocablenot irrevocable, and that any such proxies are hereby revoked. (c) The Stockholder understands and acknowledges that Parent and Sub are entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 6 3 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement and is intended to be irrevocableAgreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies Such irrevocable proxy is executed and confirms all that such proxies and attorneys-in-fact may lawfully do or cause intended to be done by virtue hereofirrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) The Stockholder In the event of a failure by Shareholder to act in accordance with Shareholder’s obligations as to voting pursuant to Section 3(a) or 3(b) prior to the termination of this Agreement, Shareholder hereby irrevocably (subject to Section 7) grants to, and appoints ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇appoints, or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of designated in writing by Parent, and each of them individually, the Stockholder's Shareholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of the StockholderShareholder, to tender vote all of Shareholder’s Subject Shares at any meeting of shareholders of the Stockholder's Shares as contemplated by Company or any adjournment or postponement thereof, or grant a consent or approval in respect of Shareholder’s Subject Shares, in a manner consistent with the provisions of Section 3(a)-(b). The proxy granted in this Section 4 or to vote shall expire upon the Stockholder's Shares in favor termination of the Merger and otherwise as contemplated by Section 5this Agreement. (b) The Stockholder Shareholder represents that any proxies heretofore given in respect of the Stockholder's Shareholder’s Subject Shares are revocablenot irrevocable, and that any all such proxies are hereby revoked. (c) The Stockholder Shareholder hereby affirms that the irrevocable proxy set forth in this Section 6 4 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder Shareholder under this Agreement and is intended to be irrevocableAgreement. The Stockholder Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder Shareholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 69(1)(c) and Section 69(6)(e) of the BCA.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) The Stockholder hereby irrevocably grants to, and appoints appoints, Guidant and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇.▇▇▇ . ▇▇▇▇▇, or either of them, in their respective capacities as officers of ParentGuidant, and any individual who shall hereafter succeed to any such office of ParentGuidant, and each of them individually, the Stockholder's proxy and attorney-attorney- in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to tender the Stockholder's Shares as contemplated by Section 4 or to vote the Stockholder's Shares Shares, or grant a consent or approval in respect of the Shares, in favor of adoption of the Merger and otherwise as contemplated by Section 5Agreement. (b) The Stockholder represents that any proxies heretofore given in respect of the Stockholder's Shares are revocablenot irrevocable, and that any all such proxies are hereby revoked. (c) . The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 6 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement and is intended to be irrevocableAgreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law (the "DGCL").

Grant of Irrevocable Proxy; Appointment of Proxy. (a) The Stockholder Shareholder hereby revokes any proxies previously granted with respect to any of the Proxy Shares. (b) Shareholder hereby irrevocably grants to, and appoints ▇▇▇▇▇▇ ▇▇▇▇▇ appoints, the Company and ▇▇▇▇ ▇▇▇▇▇, or either each of them[ ], in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parentthe Company, and each of them individually, the Stockholder's such Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to tender the Stockholder's Shares as contemplated by Section 4 or such Shareholder (i) to vote the Stockholder's Proxy Shares in favor of the Merger and otherwise as contemplated Shareholder Approval at a Tully’s Shareholders’ Meeting or by Section 5. (b) The Stockholder represents that any proxies heretofore given written consent in respect lieu of the Stockholder's Shares are revocable, and that any such proxies are hereby revokeda meeting. (c) The Stockholder Shareholder hereby affirms that the irrevocable proxy set forth in this Section 6 5 is given in connection with the execution of the Merger Asset Purchase Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder such Shareholder under this Agreement and is intended to be irrevocableAgreement. The Stockholder Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder Each Shareholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) The Stockholder Parent hereby irrevocably grants to, and appoints appoints, the Company and ▇▇▇ ▇. ▇▇▇▇, Chief Executive Officer of the Company, and ▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇, or either Chief Financial Officer of themthe Company, in their respective capacities as officers of Parentthe Company, and any individual who shall hereafter succeed to any such office of Parentthe Company, and each of them individually, the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the StockholderOption Share Purchaser, to tender the Stockholder's Shares as contemplated by Section 4 or to vote the Stockholder's Shares Option Shares, or grant a consent or approval in favor respect of the Merger and otherwise Option Shares, as contemplated by provided in Section 56. (b) The Stockholder Parent represents that any proxies heretofore given in respect of the Stockholder's Option Shares are revocablenot irrevocable, and that any such proxies are hereby revoked. (c) The Stockholder Parent hereby affirms that the irrevocable proxy set forth in this Section 6 7 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder Parent and any other Option Share Holder under this Agreement and is intended to be irrevocableAgreement. The Stockholder Parent hereby further affirms that the irrevocable proxy is coupled with an interest sufficient in law to support an irrevocable power and may under no circumstances be revoked. The Stockholder Parent hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 41 of the Massachusetts Business Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (ai) The Each Stockholder hereby irrevocably grants to, and appoints ▇appoints, Parent, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇, or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to tender the Stockholder's Shares as contemplated by Section 4 or to vote the Stockholder's Shares in favor of the Merger and otherwise as contemplated by Section 5.F-2 (bii) The Each Stockholder represents that any proxies heretofore given in respect of the such Stockholder's Shares are revocablenot irrevocable, and that any such proxies are hereby revoked. (ciii) The Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 6 4(c) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the such Stockholder under this Agreement and is intended to be irrevocableAgreement. The Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Each Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) The Stockholder To the extent permitted by the Account Agreements, the undersigned hereby irrevocably grants to, and appoints ▇appoints, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇, or either of them▇, in their respective capacities as officers of Parentthe TV Guide, and any individual who hereafter shall hereafter succeed to any such office of ParentTV Guide, and each of them individually, the Stockholderundersigned's proxy and attorney-in-fact (with full power of substitution), for and in the undersigned's name, place and stead of the Stockholderstead, to tender the Stockholder's Shares as contemplated by Section 4 or to vote the Stockholder's Shares Shares, or grant a consent or approval in favor respect of the Merger and otherwise as contemplated by such Shares, in accordance with our covenants in Section 51 hereof. (b) The Stockholder undersigned represents that any proxies heretofore given in respect of the Stockholder's Shares are revocablenot irrevocable, and that any all such proxies are hereby revoked. (c) The Stockholder undersigned hereby affirms that the irrevocable proxy set forth in this Section 6 5 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the undersigned's duties of the Stockholder under this Agreement and is intended to be irrevocableAgreement. The Stockholder undersigned hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder undersigned hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) The Each Stockholder hereby irrevocably grants to, and appoints ▇appoints, Parent and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, or either of them▇▇, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, the such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the such Stockholder, to tender the vote such Stockholder's Shares as contemplated by Section 4 Subject Shares, or to vote the Stockholder's Shares grant a consent or approval in respect of such Subject Shares, in favor of adoption of the Merger and otherwise as contemplated by Section 5Agreement. (b) The Such Stockholder represents that any proxies heretofore given in respect of the such Stockholder's Subject Shares are revocablenot irrevocable, and that any all such proxies are hereby revoked. (c) The Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 6 4 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement and is intended to be irrevocableAgreement. The Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Such Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law (the "DGCL").

Grant of Irrevocable Proxy; Appointment of Proxy. (a) The Stockholder Parent hereby irrevocably grants to, and appoints appoints, the Company and ▇▇▇ ▇. ▇▇▇▇, Chief Executive Officer of the Company, and ▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇, or either Chief Financial Officer of themthe Company, in their respective capacities as officers of Parentthe Company, and any individual who shall hereafter succeed to any such office of Parentthe Company, and each of them individually, the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the StockholderOption Share Purchaser, to tender the Stockholder's Shares as contemplated by Section 4 or to vote the Stockholder's Shares Option Shares, or grant a consent or approval in favor respect of the Merger and otherwise Option Shares as contemplated by provided in Section 54. (b) The Stockholder Parent represents that any proxies heretofore given in respect of the Stockholder's Option Shares are revocablenot irrevocable, and that any such proxies are hereby revoked. (c) The Stockholder Parent hereby affirms that the irrevocable proxy set forth in this Section 6 4 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder Parent and any other Option Share Holder under this Agreement and is intended to be irrevocableAgreement. The Stockholder Parent hereby further affirms that the irrevocable proxy is coupled with an interest sufficient in law to support an irrevocable power and may under no circumstances be revoked. The Stockholder Parent hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 41 of the Massachusetts Business Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) The Each Stockholder hereby irrevocably grants to, and appoints ▇appoints, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇, or ▇ and any other individual designated in writing by either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, the such Stockholder's ’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the such Stockholder, to tender the vote all of such Stockholder's Shares as contemplated by Section 4 ’s Subject Shares, or to vote the Stockholder's Shares grant a consent or approval in respect of such Subject Shares, (i) in favor of the adoption of the Merger Agreement and the approval of the terms thereof and of the Merger and otherwise as each of the other transactions contemplated by the Merger Agreement, (ii) against any Alternative Proposal or any Frustrating Transaction and (iii) otherwise in accordance with Section 53 of this Agreement. The proxy granted in this Section 4 shall expire upon the termination of this Agreement. (b) The Each Stockholder represents that any proxies heretofore given in respect of the such Stockholder's ’s Subject Shares are revocablenot irrevocable, and that any all such proxies are hereby revoked. (c) The Each Stockholder hereby affirms that the such Stockholder’s irrevocable proxy set forth in this Section 6 4 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the such Stockholder under this Agreement and is intended to be irrevocableAgreement. The Such Stockholder hereby further affirms that the such Stockholder’s irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Such Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL.

Grant of Irrevocable Proxy; Appointment of Proxy. (ai) The Each Stockholder hereby irrevocably grants to, and appoints ▇appoints, Parent, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇, or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to tender the Stockholder's Shares as contemplated by Section 4 or to vote the Stockholder's Shares in favor of the Merger and otherwise as contemplated by Section 5.2 (bii) The Each Stockholder represents that any proxies heretofore given in respect of the such Stockholder's Shares are revocablenot irrevocable, and that any such proxies are hereby revoked. (ciii) The Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 6 4(c) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the such Stockholder under this Agreement and is intended to be irrevocableAgreement. The Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Each Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law.