Common use of Proxy Card Clause in Contracts

Proxy Card. Each Stockholder hereby irrevocably appoints Parent and any designee thereof as its proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written consent, if applicable) the Securities in accordance with Section 7 at any annual or special meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 7 is to be considered. Each Stockholder hereby represents that all proxies, powers of attorney, instructions or other requests given by such Stockholder prior to the execution of this Agreement in respect of the voting of such Stockholder’s Securities, if any, are not irrevocable and such Stockholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Stockholder’s Securities. Each Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 8 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 such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and is intended to be irrevocable prior to the termination of this Agreement in accordance with its terms. If for any reason the proxy granted herein is not irrevocable, then each Stockholder agrees to vote such Stockholder's Securities in accordance with Section 7 above.

Proxy Card. Each Stockholder Shareholder hereby irrevocably appoints Parent and any designee thereof as its his or her proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written consent, if applicable) the Securities in accordance with Section 7 at any annual or special meeting of the stockholders Shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 7 is to be considered. Each Stockholder Shareholder hereby represents that all proxies, powers of attorney, instructions or other requests given by such Stockholder Shareholder prior to the execution of this Agreement in respect of the voting of such Stockholder’s Shareholder's Securities, if any, are not irrevocable and such Stockholder Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Stockholder’s Shareholder's Securities. Each Stockholder Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. Each Stockholder Shareholder hereby affirms that the irrevocable proxy set forth in this Section 8 9 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 such Stockholder Shareholder under this Agreement. Each Stockholder Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and is intended to be irrevocable prior to the termination of this Agreement in accordance with its terms. If for any reason the proxy granted herein is not irrevocable, then each Stockholder Shareholder agrees to vote such StockholderShareholder's Securities in accordance with Section 7 above.

Proxy Card. Each Stockholder Shareholder hereby irrevocably appoints Parent and any designee thereof as its proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written consent, if applicable) the Securities in accordance with Section 7 at any annual or special meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 7 is to be consideredShareholders' Meeting. Each Stockholder Shareholder hereby represents that all proxies, powers of attorney, instructions or other requests given by such Stockholder Shareholder prior to the execution of this Agreement in respect of the voting of such Stockholder’s Shareholder's Securities, if any, are not irrevocable and such Stockholder Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Stockholder’s Shareholder's Securities. Each Stockholder Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. Each Stockholder Shareholder hereby affirms that the irrevocable proxy set forth in this Section 8 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 such Stockholder Shareholder under this Agreement. Each Stockholder Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and is intended to be irrevocable prior to the termination of this Agreement in accordance with its terms. If for any reason the proxy granted herein is not irrevocable, then each Stockholder Shareholder agrees to vote such Stockholder's Shareholder’s Securities in accordance with Section 7 above.