Common use of Proxy Appointment Clause in Contracts

Proxy Appointment. On the date hereof, each Founder shall enter into and cause his Designated Stockholder Parties, as applicable, to enter into a proxy and power of attorney substantially in the form included in Exhibit A hereto with respect to (i) his Subject Shares, (ii) any Subject Shares of any of his Designated Stockholder Parties and (iii) any other shares of capital stock of the Company entitled to vote on a matter submitted to a vote of the stockholders of the Company (other than shares of Class F Common Stock) as volunteered by such Founder or any of his Designated Stockholder Parties. If, after the date hereof, a controlled affiliate of a Continuing Founder owns or acquires, directly or indirectly, any Subject Shares, and such controlled affiliate has not executed, or is not bound by, a proxy and power of attorney substantially in the form included in Exhibit A hereto with respect to such Subject Shares, then such Continuing Founder shall, prior to, or substantially concurrently with, any such ownership or acquisition, cause such controlled affiliate to execute and deliver to the Grantee a proxy and power of attorney substantially in the form included in Exhibit A hereto with respect to such Subject Shares. For the avoidance of doubt, the terms of this Agreement do not restrict the ability of a Founder or any of its affiliates to transfer any Corporation Equity Securities that they hold or own, directly or indirectly, subject to the proxy and power of attorney execution requirements in this Section 2 with respect to certain transfers to a controlled affiliate of a Continuing Founder.

Proxy Appointment. On the date hereof, each Founder shall enter into and cause his Designated Stockholder Parties, as applicable, to enter into a proxy and power of attorney substantially in the form included in Exhibit A hereto with respect to (i) his Subject Shares, (ii) any Subject Shares of any of his Designated Stockholder Parties and (iii) any other shares of capital stock of the Company entitled to vote on a matter submitted to a vote of the stockholders of the Company (other than shares of Class F Common Stock) as volunteered by such Founder or any of his Designated Stockholder Parties. If, after the date hereof, a controlled affiliate of a Continuing Founder owns or acquires, directly or indirectly, any Subject Shares (other than Stockholder Party Excluded Shares), and such controlled affiliate has not executed, or is not bound by, a proxy and power of attorney substantially in the form included in Exhibit A hereto with respect to such Subject Shares, then such Continuing Founder shall, prior to, or substantially concurrently with, any such ownership or acquisition, cause such controlled affiliate to execute and deliver to the Grantee a proxy and power of attorney substantially in the form included in Exhibit A hereto with respect to such Subject Shares. For the avoidance of doubt, the terms of this Agreement do not restrict the ability of a Founder or any of its affiliates to transfer any Corporation Equity Securities that they hold or own, directly or indirectly, subject to the proxy and power of attorney execution requirements in this Section 2 with respect to certain transfers to a controlled affiliate of a Continuing Founder.