Common use of Irrevocable Proxy and Power of Attorney Clause in Contracts

Irrevocable Proxy and Power of Attorney. Each party to this Agreement other than the Investors hereby constitutes and appoints the Directors of the Company, and each of them, with full power of substitution, as the proxies of the party with respect to the matters set forth herein, and hereby authorizes each of them to represent and to vote, if and only if the party fails to vote all of such party’s Shares as required in accordance with the terms and provisions of Sections 1, and 2, respectively, of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 7 hereof. Each party hereto hereby revokes any and all previous proxies with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 7 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth herein.

Irrevocable Proxy and Power of Attorney. Each party to this Agreement other than the Investors hereby constitutes and appoints as the Directors proxies of the Companyparty and hereby grants a power of attorney to the Trustees, and a designee of the Investors, and each of them, with full power of substitution, as the proxies of the party with respect to the matters set forth herein, including without limitation, election of persons as members of the Board in accordance with Section 1 hereto, and hereby authorizes each of them to represent and to vote, if and only if the party (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such party’s Shares shares of common stock of the Company in favor of the election of persons as required members of the Board determined pursuant to and in accordance with the terms and provisions of Sections 1, and 2, respectively, of this Agreement. The Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 7 1(h) or 4 hereof. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to its shares of common stock of the Shares Company and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 7 1(h) or 4 hereof, purport to grant any other proxy or power of attorney with respect to any of the Sharessuch shares, deposit any of the Shares shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Sharesshares, in each case, with respect to any of the matters set forth herein.

Irrevocable Proxy and Power of Attorney. Each party to this Agreement other than the Investors hereby constitutes and appoints the Directors of the Company, and each of them, with full power of substitution, as the proxies of the party with respect and hereby grants a power of attorney to the matters set forth hereineach of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇, and hereby authorizes each of them to represent and to vote, if and only if the another party (i) fails to vote, or (ii) attempts to vote all (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of Section 1 of this Agreement, any of such party’s Shares in favor of the election of persons as required members of the Board determined pursuant to and in accordance with the terms and provisions of Sections 1, and 2, respectively, of this Agreement. The Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence this Section 2.3 is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 7 4.8 hereof. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 7 4.8 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement and the ▇▇▇▇▇▇▇ Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth herein.