Common use of Irrevocable Proxies Clause in Contracts

Irrevocable Proxies. In order to secure the performance of the Stockholder’s obligations under this Agreement, by entering into this Agreement and solely with respect to the matters described in Section 2.01, the Stockholder hereby irrevocably grants a proxy appointing such persons as Parent designates as the Stockholder’s attorney-in-fact and proxy, with full power of substitution, for and in its name, place and stead, to vote, express consent or dissent, or otherwise to utilize such voting power in the manner contemplated by and in accordance with Section 2.01, in such person’s discretion, with respect to the Stockholder’s Subject Shares, in each case, until the termination of this Agreement in accordance with Section 5.03. The Stockholder hereby revokes any and all previous proxies granted with respect to the Stockholder’s Subject Shares. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.05 is given in connection with the execution of the Merger Agreement and affirms that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked, except that such irrevocable proxy shall be revoked automatically, without any notice or other action by any person, upon the termination of this Agreement in accordance with Section 5.03. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. THE PROXY AND POWER OF ATTORNEY SET FORTH IN THIS SECTION 2.05 IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Stockholder shall execute and deliver to Parent any proxy cards that the Stockholder receives to vote in favor of the adoption of the Merger Agreement and the transactions contemplated thereby.

Irrevocable Proxies. In order Each Stockholder, revoking (or causing to secure the performance of the Stockholder’s obligations under this Agreementbe revoked) any proxies that he or it has heretofore granted, by entering into this Agreement and solely with respect to the matters described in Section 2.01, the Stockholder hereby irrevocably grants a proxy appointing such persons appoints Parent as Parent designates as the Stockholder’s attorney-in-fact and proxy, with full power proxy for and on behalf of substitutionsuch Stockholder, for and in its the name, place and steadstead of such Stockholder, to: (i) attend any and all stockholder meetings of the Company with respect to the matters set forth in Section 3.1; (ii) vote, express consent or dissent or issue instructions to the record holder to vote, express consent or dissent, or otherwise dissent with respect to utilize such voting power in the manner contemplated by and Stockholder’s Subject Shares in accordance with the provisions of Section 2.013.1 at any such meeting; and (iii) grant or withhold, in such person’s discretionor issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 3.1, all written consents with respect to the Stockholder’s Subject Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, in each caseis irrevocable (and as such shall survive and not be affected by the death, until incapacity, mental illness or insanity of such Stockholder) and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of this Agreement in accordance with pursuant to Section 5.034.2. The Stockholder hereby revokes any and all previous proxies granted with respect to the Stockholder’s Subject Shares. The Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.05 3.2 is given in connection with the execution and granted in consideration of and as an inducement to Parent entering into the Merger Agreement and affirms that such irrevocable proxy is coupled with an interest and may given to secure the obligations of the Stockholder under no circumstances be revoked, except that such Section 3.1 hereof. The irrevocable proxy shall set forth in this Section 3.2 is executed and intended to be revoked automaticallyirrevocable, without any notice or other action by any personsubject, however, to automatic termination upon the termination of this Agreement in accordance pursuant to Section 4.2. Parent covenants and agrees with each Stockholder that Parent will exercise the foregoing proxy consistent with the provisions of Section 5.03. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue 3.1 hereof. THE PROXY AND POWER OF ATTORNEY SET FORTH IN THIS SECTION 2.05 IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Stockholder shall execute and deliver to Parent any proxy cards that the Stockholder receives to vote in favor of the adoption of the Merger Agreement and the transactions contemplated thereby.

Irrevocable Proxies. In order Each Stockholder, revoking (or causing to secure the performance of the Stockholder’s obligations under this Agreementbe revoked) any proxies that he or it has heretofore granted, by entering into this Agreement and solely with respect to the matters described in Section 2.01, the Stockholder hereby irrevocably grants a proxy appointing such persons appoints Parent as Parent designates as the Stockholder’s attorney-in-fact and proxy, with full power proxy for and on behalf of substitutionsuch Stockholder, for and in its the name, place and steadstead of such Stockholder, to: (i) attend any and all stockholder meetings of the Company with respect to the matters set forth in Section 3.1; (ii) vote, express consent or dissent or issue instructions to the record holder to vote, express consent or dissent, or otherwise dissent with respect to utilize such voting power in the manner contemplated by and Stockholder’s Subject Shares in accordance with the provisions of Section 2.013.1 at any such meeting; and (iii) grant or withhold, in such person’s discretionor issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 3.1, all written consents with respect to the Stockholder’s such Subject Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, in each caseis irrevocable (and as such shall survive and not be affected by the death, until incapacity, mental illness or insanity of such Stockholder) and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of this Agreement in accordance with pursuant to Section 5.034.2. The Stockholder hereby revokes any and all previous proxies granted with respect to the Stockholder’s Subject Shares. The Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.05 3.2 is given in connection with the execution and granted in consideration of and as an inducement to Parent entering into the Merger Agreement and affirms that such irrevocable proxy is coupled with an interest and may given to secure the obligations of the Stockholder under no circumstances be revoked, except that such Section 3.1 hereof. The irrevocable proxy shall set forth in this Section 3.2 is executed and intended to be revoked automaticallyirrevocable, without any notice or other action by any personsubject, however, to automatic termination, upon the termination of this Agreement in accordance with pursuant to Section 5.03. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. THE PROXY AND POWER OF ATTORNEY SET FORTH IN THIS SECTION 2.05 IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Stockholder shall execute and deliver to Parent any proxy cards that the Stockholder receives to vote in favor of the adoption of the Merger Agreement and the transactions contemplated thereby4.2.

Irrevocable Proxies. In order Each Stockholder, revoking (or causing to secure the performance of the Stockholder’s obligations under this Agreementbe revoked) any proxies that it has heretofore granted, by entering into this Agreement and solely with respect to the matters described in Section 2.01, the Stockholder hereby irrevocably grants a proxy appointing such persons appoints Parent as Parent designates as the Stockholder’s attorney-in-fact and proxy, with full power proxy for and on behalf of substitutionsuch Stockholder, for and in its the name, place and steadstead of such Stockholder, to: (i) attend any and all stockholder meetings of the Company with respect to the matters set forth in Section 3.1; (ii) vote, express consent or dissent or issue instructions to the record holder to vote, express consent or dissent, or otherwise dissent with respect to utilize such voting power in the manner contemplated by and Stockholder’s Subject Shares in accordance with the provisions of Section 2.013.1 at any such meeting; and (iii) grant or withhold, in such person’s discretionor issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 3.1, all written consents with respect to the Stockholder’s Subject Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, in each case, until is irrevocable and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of this Agreement in accordance with pursuant to Section 5.035.2. The Stockholder hereby revokes any and all previous proxies granted with respect to the Stockholder’s Subject Shares. The Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.05 3.2 is given in connection with the execution and granted in consideration of and as an inducement to Parent entering into the Merger Agreement and affirms that such irrevocable proxy is coupled with an interest and may given to secure the obligations of the Stockholder under no circumstances be revoked, except that such Section 3.1 hereof. The irrevocable proxy shall set forth in this Section 3.2 is executed and intended to be revoked automaticallyirrevocable, without any notice or other action by any personsubject, however, to automatic termination upon the termination of this Agreement in accordance pursuant to Section 5.2. Parent covenants and agrees with each Stockholder that Parent will exercise the foregoing proxy consistent with the provisions of Section 5.03. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue 3.1 hereof. THE PROXY AND POWER OF ATTORNEY SET FORTH IN THIS SECTION 2.05 IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Stockholder shall execute and deliver to Parent any proxy cards that the Stockholder receives to vote in favor of the adoption of the Merger Agreement and the transactions contemplated thereby.

Irrevocable Proxies. In order Such Stockholder, revoking (or causing to secure the performance of the Stockholder’s obligations under this Agreementbe revoked) any proxies that he or it has heretofore granted, by entering into this Agreement and solely with respect to the matters described in Section 2.01, the Stockholder hereby irrevocably grants a proxy appointing such persons appoints Parent as Parent designates as the Stockholder’s attorney-in-fact and proxy, with full power proxy for and on behalf of substitutionsuch Stockholder, for and in its the name, place and steadstead of such Stockholder, to: (a) attend any and all stockholder meetings of the Company with respect to the matters set forth in Section 3.01; (b) vote, express consent or dissent or issue instructions to the record holder to vote, express consent or dissent, or otherwise dissent with respect to utilize such voting power in the manner contemplated by and Stockholder’s Subject Shares in accordance with the provisions of Section 2.013.01 at any such meeting; and (c) grant or withhold, in such person’s discretionor issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 3.01, all written consents with respect to the Stockholder’s Subject Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, in each caseis irrevocable (and as such shall survive and not be affected by the death, until incapacity, mental illness or insanity of such Stockholder) and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of this Agreement in accordance with pursuant to Section 5.034.02. The Stockholder hereby revokes any and all previous proxies granted with respect to the Stockholder’s Subject Shares. The Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.05 3.02 is given in connection with the execution and granted in consideration of and as an inducement to Parent entering into the Merger Agreement and affirms that such irrevocable proxy is coupled with an interest and may given to secure the obligations of the Stockholder under no circumstances be revoked, except that such Section 3.01. The irrevocable proxy shall set forth in this Section 3.02 is executed and intended to be revoked automaticallyirrevocable, without any notice or other action by any personsubject, however, to automatic termination upon the termination of this Agreement in accordance pursuant to Section 4.02. Parent covenants and agrees with each Stockholder that Parent will exercise the foregoing proxy consistent with the provisions of Section 5.03. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. THE PROXY AND POWER OF ATTORNEY SET FORTH IN THIS SECTION 2.05 IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Stockholder shall execute and deliver to Parent any proxy cards that the Stockholder receives to vote in favor of the adoption of the Merger Agreement and the transactions contemplated thereby3.01.