Common use of GRANT OF Clause in Contracts

GRANT OF. IRREVOCABLE PROXY. Stockholder hereby irrevocably appoints and constitutes Parent or any designee of Parent, with full power of substitution, the lawful agent, attorney and proxy of Stockholder (each an "IRREVOCABLE PROXY") during the term of this Agreement to vote in its sole discretion all of the shares of Company Common Stock of which Stockholder is or becomes the beneficial owner with voting power for the following purposes: (i) to call one or more meetings of the stockholders of Company in accordance with the by-laws of Company and applicable law for the purpose of considering a proposal to approve the Merger Agreement and the transactions contemplated thereby; (ii) to vote for approval of the Merger Agreement at any stockholders' meetings of Company held to consider the Merger Agreement (whether annual or special and whether or not an adjourned meeting); (iii) to vote against any other proposal for any recapitalization, merger, sale of assets or other business combination between Company and any 2 other person or entity other than Parent or Acquisition, or the taking of any action which would result in any of the conditions to the obligations of Parent, Acquisition or Company under the Merger Agreement not being fulfilled; and (iv) to vote as otherwise necessary or appropriate to enable Acquisition to consummate the transactions contemplated by the Merger Agreement and, in connection with such purposes, to otherwise act with respect to the Company Shares which Stockholder is entitled to vote. THIS IRREVOCABLE PROXY HAS BEEN GIVEN IN CONSIDERATION OF THE UNDERTAKINGS OF PARENT AND ACQUISITION IN THE MERGER AGREEMENT AND SHALL BE IRREVOCABLE AND COUPLED WITH AN INTEREST UNTIL THE IRREVOCABLE PROXY TERMINATION DATE AS DEFINED IN SECTION 2 HEREOF. This Agreement shall revoke all other proxies granted by Stockholder with respect to his Company Shares.

GRANT OF. IRREVOCABLE PROXY; APPOINTMENT OF PROXY. ------------------------------------------------ Each Stockholder hereby irrevocably appoints grants to, and constitutes Parent or appoints, the Investor and ▇▇▇▇▇▇ ▇▇▇▇▇▇, in his capacity as an officer of the Investor, and any designee individual who shall hereafter succeed to any such office of Parentthe Investor, such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the lawful agentname, attorney place and proxy stead of Stockholder (each an "IRREVOCABLE PROXY") during the term of this Agreement to vote in its sole discretion all of the shares of Company Common Stock of which Stockholder is or becomes the beneficial owner with voting power for the following purposes: such Stockholder, (i) to call one vote such Stockholder's Subject Shares or more meetings grant a consent or approval with respect to the Merger and the adoption by the Company of the stockholders of Company in accordance with the by-laws of Company and applicable law for the purpose of considering a proposal to approve the Merger Agreement and the transactions contemplated thereby; (ii) to vote for approval such Stockholder's Subject Shares against (a) any Alternative Transaction, (b) any amendment of the Company's certificate of incorporation or by-laws or other proposal or transaction involving the Company, which amendment or other proposal or transaction would be reasonably likely to impede, frustrate, prevent or nullify the Merger, the Merger Agreement at any stockholders' meetings of Company held to consider the Merger Agreement (whether annual or special and whether or not an adjourned meeting); (iii) to vote against any other proposal for any recapitalization, merger, sale of assets or other business combination between Company and any 2 other person or entity other than Parent or Acquisition, or the taking of any action which would result in any of the conditions to the obligations of Parent, Acquisition or Company under the Merger Agreement not being fulfilled; and (iv) to vote as otherwise necessary or appropriate to enable Acquisition to consummate the other transactions contemplated by the Merger Agreement andor change in any manner the voting rights of the Common Stock, or (c) any action that would cause the Company to breach any representation, warranty or covenant contained in the Merger Agreement. The proxy granted pursuant to this Section shall not affect the Stockholder's ability to make an election, pursuant to the terms and conditions of the Merger Agreement, to receive cash or stock as consideration in the Merger and shall terminate upon the termination of this Agreement pursuant to Section 8. (a) Each Stockholder represents that there are no proxies heretofore given in respect of such Stockholder's Subject Shares. (b) Each Stockholder hereby affirms that each irrevocable proxy granted pursuant to this Section 4 is given in connection with the execution of the Merger Agreement, and that each such purposesirrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. Such Stockholder hereby further affirms that each such irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that the holder of each 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 212(e) of the Delaware General Corporation Law (the "DGCL"); provided, ---- that each such irrevocable proxy shall terminate upon termination of this Agreement pursuant to otherwise act with respect to the Company Shares which Stockholder is entitled to vote. THIS IRREVOCABLE PROXY HAS BEEN GIVEN IN CONSIDERATION OF THE UNDERTAKINGS OF PARENT AND ACQUISITION IN THE MERGER AGREEMENT AND SHALL BE IRREVOCABLE AND COUPLED WITH AN INTEREST UNTIL THE IRREVOCABLE PROXY TERMINATION DATE AS DEFINED IN SECTION 2 HEREOF. This Agreement shall revoke all other proxies granted by Stockholder with respect to his Company SharesSection 8.