Common use of Voting of Securities Clause in Contracts

Voting of Securities. (a) Until the Expiration Time, at every annual, special or other meeting of the stockholders of the Company called, and at every adjournment or postponement thereof, each Equityholder shall, or shall cause the holder of record on any applicable record date to (i) if applicable, appear at each such meeting or otherwise cause all of such Equityholder’s Covered Securities entitled to vote to be counted as present thereat for purposes of calculating a quorum, and (ii) vote all Covered Securities beneficially owned or controlled by Equityholder and entitled to vote (A) in favor of the approval of the Merger Agreement, the Separation Agreement, the approval of the Transactions and any actions required in furtherance thereof and hereof, , (B) in favor of the approval of any proposal to adjourn or postpone the meeting of the Stockholders to a later date, if there are not sufficient votes for the adoption and approval of the Merger Agreement, the Separation Agreement and the Transactions or such other transaction on the date on which such meeting is held, and (C) against (x) any action or agreement which would reasonably be expected to in any material respect impede, interfere with or prevent the Transactions, including, but not limited to, any other extraordinary corporate transaction, including any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend or liquidation involving the Company and any Person (other than Parent, Merger Sub or their Affiliates), or any other proposal of any Person (other than Parent, Merger Sub or their Affiliates) to acquire the Company or all or substantially all of the assets thereof, and (y) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of such Equityholder under this Agreement. (b) Notwithstanding the foregoing, each Equityholder shall retain at all times the right to vote the Covered Securities held by such Equityholder in its sole discretion and without any other limitation on those matters other than those set forth in this Agreement that are at any time or from time to time presented for consideration to the Stockholders generally. (c) Each Equityholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy shall automatically be revoked), as its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Covered Securities in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of such Equityholder under this Agreement. Such Equityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by such Equityholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by such Equityholder with respect to the Covered Securities. The power of attorney granted by such Equityholder herein is a durable power of attorney and shall survive the bankruptcy, death, or incapacity of such Equityholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

Voting of Securities. (a) Until the Expiration Time, at every annual, special or other meeting of the stockholders of the Company called, and at every adjournment or postponement thereof, each Equityholder shallStockholder hereby agrees to appear, or shall cause the holder of record on any applicable record date to (i) if applicableappear, appear for the purpose of obtaining a quorum at each such any annual or special meeting of stockholders of the Company and at any postponement or otherwise cause all adjournment thereof. At every meeting of such Equityholder’s Covered Securities entitled the stockholders of the Company, and at every postponement or adjournment thereof, and on every action or approval by written consent of the stockholders of the Company, Stockholder hereby irrevocably agrees to vote the Securities, or cause the Securities to be counted as present thereat for purposes of calculating a quorumvoted, and (ii) vote all Covered Securities beneficially owned or controlled by Equityholder and entitled to vote (Aa) in favor of approval and adoption of the Merger Agreement and the approval of the Merger Agreement, and all other actions contemplated by the Separation Agreement, the approval of the Transactions Merger Agreement and this Agreement and any actions action required in furtherance thereof or hereof and hereof(b) against: (i) any Acquisition Proposal; (ii) any dissolution, , (B) in favor liquidation or winding up of or by the Company or any of its subsidiaries or the amendment of the approval Company's or any of its subsidiaries' certificate of incorporation or by-laws; or (iii) any proposal to adjourn or postpone the meeting of the Stockholders to a later date, if there are not sufficient votes for the adoption and approval of the Merger Agreement, the Separation Agreement and the Transactions or such other transaction on the date on which such meeting is held, and (C) against would (x) any action or agreement which would reasonably be expected to in any material respect manner impede, interfere with frustrate, delay, prevent, nullify or prevent adversely affect any transaction contemplated by the Transactions, including, but not limited to, any other extraordinary corporate transaction, Merger Agreement (including any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend the Merger) or liquidation involving the Company and any Person (other than Parent, Merger Sub or their Affiliates), or any other proposal likelihood of any Person (other than Parent, Merger Sub or their Affiliates) to acquire the Company or all or substantially all of the assets consummation thereof, and (y) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of such Equityholder the Company under this Agreement. the Merger Agreement or (bz) Notwithstanding would result in any of the foregoingconditions to the Company's or Parent's obligations under the Merger Agreement not being fulfilled. Stockholder shall not commit or agree to take any action, each Equityholder shall retain at all times or enter into any agreement or understanding with any person, the right to vote the Covered Securities held by such Equityholder in its sole discretion and without effect of which would be inconsistent with or violative of any other limitation on those matters other than those set forth provision contained in this Agreement that are at any time or from time to time presented for consideration to the Stockholders generallySection 2. (c) Each Equityholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy shall automatically be revoked), as its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Covered Securities in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of such Equityholder under this Agreement. Such Equityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by such Equityholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by such Equityholder with respect to the Covered Securities. The power of attorney granted by such Equityholder herein is a durable power of attorney and shall survive the bankruptcy, death, or incapacity of such Equityholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

Voting of Securities. (a) Until the Expiration Time, at every annual, special or other meeting of the stockholders of the Company called, and at every adjournment or postponement thereof, each Equityholder shallStockholder hereby agrees to appear, or shall cause the holder of record on any applicable record date to (i) if applicableappear, appear for the purpose of obtaining a quorum at each such any annual or special meeting of stockholders of the Company and at any postponement or otherwise cause all adjournment thereof. At every meeting of such Equityholder’s Covered Securities entitled the stockholders of the Company, and at every postponement or adjournment thereof, and on every action or approval by written consent of the stockholders of the Company, Stockholder hereby irrevocably agrees to vote the Securities, or cause the Securities to be counted as present thereat for purposes of calculating a quorumvoted, and (ii) vote all Covered Securities beneficially owned or controlled by Equityholder and entitled to vote (Aa) in favor of approval and adoption of the Merger Agreement and the approval of the Merger Agreement, and all other actions contemplated by the Separation Agreement, the approval of the Transactions Merger Agreement and this Agreement and any actions action required in furtherance thereof and hereof, , (B) in favor of the approval of any proposal to adjourn or postpone the meeting of the Stockholders to a later date, if there are not sufficient votes for the adoption and approval of the Merger Agreement, the Separation Agreement and the Transactions or such other transaction on the date on which such meeting is held, hereof and (Cb) against (xi) any action Acquisition Proposal, (ii) any dissolution, liquidation or agreement which would reasonably be expected to in any material respect impede, interfere with winding up of or prevent the Transactions, including, but not limited to, any other extraordinary corporate transaction, including any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend or liquidation involving by the Company and (iii) any Person (other than Parent, Merger Sub amendment of the Company's certificate of incorporation or their Affiliates), by-laws or any other proposal or transaction involving the Company, which amendment or other proposal or transaction would (x) in any manner impede, frustrate, delay, prevent, nullify or adversely affect any transaction contemplated by the Merger Agreement (including the Merger) or the likelihood of any Person (other than Parent, Merger Sub or their Affiliates) to acquire the Company or all or substantially all of the assets consummation thereof, and (y) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of such Equityholder the Company under this Agreement. the Merger Agreement or (bz) Notwithstanding would result in any of the foregoingconditions to the Company's or Parent's obligations under the Merger Agreement not being fulfilled. Stockholder shall not commit or agree to take any action, each Equityholder shall retain at all times or enter into any agreement or understanding with any person, the right to vote the Covered Securities held by such Equityholder in its sole discretion and without effect of which would be inconsistent with or violative of any other limitation on those matters other than those set forth provision contained in this Agreement that are at any time or from time to time presented for consideration to the Stockholders generallySection 2. (c) Each Equityholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy shall automatically be revoked), as its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Covered Securities in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of such Equityholder under this Agreement. Such Equityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by such Equityholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by such Equityholder with respect to the Covered Securities. The power of attorney granted by such Equityholder herein is a durable power of attorney and shall survive the bankruptcy, death, or incapacity of such Equityholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

Voting of Securities. (a) Until the Expiration Time, at every annual, special or other meeting of the stockholders of the Company called, and at every adjournment or postponement thereof, each Equityholder shallStockholder hereby agrees to appear, or shall cause the holder of record on any applicable record date to (i) if applicableappear, appear for the purpose of obtaining a quorum at each such any annual or special meeting of stockholders of the Company and at any postponement or otherwise cause all adjournment thereof. At every meeting of such Equityholder’s Covered Securities entitled the stockholders of the Company, and at every postponement or adjournment thereof, and on every action or approval by written consent of the stockholders of the Company, Stockholder hereby irrevocably agrees to vote the Securities, or cause the Securities to be counted as present thereat for purposes of calculating a quorumvoted, and (ii) vote all Covered Securities beneficially owned or controlled by Equityholder and entitled to vote (Aa) in favor of approval and adoption of the Merger Agreement and the approval of the Merger Agreement, and all other actions contemplated by the Separation Agreement, the approval of the Transactions Merger Agreement and this Agreement and any actions action required in furtherance thereof or hereof and hereof(b) against: (i) any Acquisition Proposal; (ii) any dissolution, , (B) in favor liquidation or winding up of or by the Company or any of its subsidiaries or the amendment of the approval Company’s or any of its subsidiaries’ certificate of incorporation or by-laws; or (iii) any proposal to adjourn or postpone the meeting of the Stockholders to a later date, if there are not sufficient votes for the adoption and approval of the Merger Agreement, the Separation Agreement and the Transactions or such other transaction on the date on which such meeting is held, and (C) against would (x) any action or agreement which would reasonably be expected to in any material respect manner impede, interfere with frustrate, delay, prevent, nullify or prevent adversely affect any transaction contemplated by the Transactions, including, but not limited to, any other extraordinary corporate transaction, Merger Agreement (including any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend the Merger) or liquidation involving the Company and any Person (other than Parent, Merger Sub or their Affiliates), or any other proposal likelihood of any Person (other than Parent, Merger Sub or their Affiliates) to acquire the Company or all or substantially all of the assets consummation thereof, and (y) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of such Equityholder the Company under this Agreement. the Merger Agreement or (bz) Notwithstanding would result in any of the foregoingconditions to the Company’s or Parent’s obligations under the Merger Agreement not being fulfilled. Stockholder shall not commit or agree to take any action, each Equityholder shall retain at all times or enter into any agreement or understanding with any person, the right to vote the Covered Securities held by such Equityholder in its sole discretion and without effect of which would be inconsistent with or violative of any other limitation on those matters other than those set forth provision contained in this Agreement that are at any time or from time to time presented for consideration to the Stockholders generallySection 2. (c) Each Equityholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy shall automatically be revoked), as its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Covered Securities in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of such Equityholder under this Agreement. Such Equityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by such Equityholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by such Equityholder with respect to the Covered Securities. The power of attorney granted by such Equityholder herein is a durable power of attorney and shall survive the bankruptcy, death, or incapacity of such Equityholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

Voting of Securities. (a) Until Each Securityholder covenants and agrees that until the Expiration Timetermination of this Agreement in accordance with the terms hereof, at every annual, special or other any meeting of the stockholders securityholders of the Company MitoKor, however called, and at every adjournment or postponement thereofin any action by written consent of the securityholders of MitoKor, each Equityholder shallsuch Securityholder will vote, or shall cause the holder to be voted, all of record on any applicable record date to his, her or its respective Securities (i) if applicablein favour of adoption of the Merger Agreement, appear at each such meeting as modified or otherwise cause all of such Equityholder’s Covered Securities entitled amended from time to vote to be counted as present thereat for purposes of calculating a quorumtime, and (ii) vote all Covered Securities beneficially owned or controlled by Equityholder and entitled to vote (A) in favor of the approval of the Merger Agreement, the Separation Agreement, the approval of the Transactions and any actions required in furtherance thereof and hereof, , (B) in favor of the approval of any proposal to adjourn or postpone the meeting of the Stockholders to a later date, if there are not sufficient votes for the adoption and approval of contemplated by the Merger Agreement, the Separation Agreement and the Transactions amendment to the Certificate of Incorporation of MitoKor as contemplated in the Merger Agreement (provided, however, that the Securityholders will not be bound by this Agreement if the Merger Agreement is modified or such other transaction on amended subsequent to the date on which hereof and such meeting is held, and modification or amendment adversely affects the rights of the Securityholders) (Cii) against (x) any action or agreement which would reasonably be expected to in any material respect impede, interfere with or prevent the Transactions, including, but not limited to, any other extraordinary corporate transaction, including any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend or liquidation involving the Company and any Person (other than Parent, Merger Sub or their Affiliates), or any other proposal of any Person (other than Parent, Merger Sub or their Affiliates) to acquire the Company or all or substantially all of the assets thereof, and (y) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation of MitoKor under the Merger Agreement and (iii) against any action that would impede, interfere with, delay, postpone or agreement of such Equityholder under this Agreement. (b) Notwithstanding adversely affect the foregoing, each Equityholder shall retain at all times Merger or the right to vote transactions contemplated by the Covered Securities held by such Equityholder in its sole discretion and without any other limitation on those matters other than those set forth in this Merger Agreement that are at any time or from time to time presented for consideration to the Stockholders generally. (c) Each Equityholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy shall automatically be revoked), as its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Covered Securities in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of such Equityholder under this Agreement. Such Equityholder shall take In addition, each Securityholder agrees that it will, upon request by Merger Sub, furnish written confirmation, in form and substance reasonably acceptable to Merger Sub, of such further action or execute such other instruments as may be necessary Securityholder’s vote in favour of the Merger Agreement and the Merger. Each Securityholder covenants and agrees to effectuate deliver to Merger Sub, upon request, prior to any vote contemplated by the intent first sentence of this proxy. This Section 2, a proxy and power in substantially the form sent to securityholders of attorney granted by MitoKor in connection with the Required Company Stockholder Approval (as such Equityholder term is defined in the Merger Agreement), which Proxy shall be irrevocable during the term of this Agreement to the extent permitted under applicable laws, and Merger Sub agrees to vote the Securities subject to such Proxy in favour of the approval and adoption of the Merger Agreement and the Merger. Each Securityholder acknowledges receipt and review of a copy of the Merger Agreement. Each Securityholder acknowledges and agrees that the foregoing Proxy, if and when given, shall be coupled with an interest, shall constitute, among other things, an inducement for Merger Sub and MBI to enter into the Merger Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke not be terminated by operation of law or otherwise upon the occurrence of any event and all prior that no subsequent proxies granted by such Equityholder with respect to the Covered Securities. The power of attorney granted by such Equityholder herein is a durable power of attorney Securities shall be given (and if given shall survive the bankruptcynot be effective); provided, deathhowever, or incapacity of that any such Equityholder. The proxy and power of attorney granted hereunder shall terminate automatically and without further action on behalf of the Securityholders upon the termination of this Agreement.

Voting of Securities. Shareholder hereby agrees that, during the period commencing on the date hereof and continuing until the first to occur of (a) Until the Expiration Effective Time, at every annualor (b) termination of this Agreement in accordance with its terms, special in connection with the Consent Solicitation, Shareholder will vote or other meeting of the stockholders of the Company called, and at every adjournment consent (or postponement thereof, each Equityholder shall, or shall cause the holder of record on any applicable record date to (i) if applicable, appear at each such meeting or otherwise cause all of such Equityholder’s Covered Securities entitled to vote to be counted as present thereat for purposes of calculating a quorum, and (iivoted or consented) vote all Covered Securities beneficially owned or controlled by Equityholder and entitled to vote the Securities: (A) in favor of the approval adoption of the Merger Agreement, the Separation Agreement, Agreement and the approval of the Transactions Millennium Merger and the other transactions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof, , ; (B) in favor of the approval of any proposal to adjourn or postpone the meeting of the Stockholders to a later date, if there are not sufficient votes for the adoption and approval of the Merger Agreement, the Separation Agreement and the Transactions or such other transaction on the date on which such meeting is held, and (C) against (x) any action or agreement which would reasonably be expected to in any material respect impede, interfere with or prevent the Transactions, including, but not limited to, any other extraordinary corporate transaction, including any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend or liquidation involving the Company and any Person (other than Parent, Merger Sub or their Affiliates), or any other proposal of any Person (other than Parent, Merger Sub or their Affiliates) to acquire the Company or all or substantially all of the assets thereof, and (y) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of such Equityholder the Company under the Merger Agreement or this Agreement. ; and (bC) Notwithstanding the foregoing, each Equityholder shall retain at all times the right except as otherwise agreed to vote the Covered Securities held in writing in advance by such Equityholder Parent in its sole discretion discretion, against the following actions (other than the Millennium Merger and the transactions contemplated by this Agreement and the Merger Agreement): (1) any change in a majority of the persons who constitute the board of directors of the Company; (2) any material change in the present capitalization of the Company, including without limitation any proposal to sell a substantial equity interest in the Company; (3) any amendment of the Company's Articles of Incorporation or By-laws; (4) any other limitation on those change in the Company's corporate structure or business; or (5) any other action which, in the case of each of the matters other than those set forth referred to in clauses (1), (2), (3) or (4), is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or materially adversely affect the Millennium Merger and the transactions contemplated by this Agreement and the Merger Agreement. Shareholder may not enter into any agreement or understanding with any person the effect of which would be inconsistent with or violative of any provision contained in this Agreement that are at any time or from time to time presented for consideration to the Stockholders generallySection 7. Section 8. (c) Each Equityholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy shall automatically be revoked), as its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Covered Securities in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of such Equityholder under this Agreement. Such Equityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by such Equityholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by such Equityholder with respect to the Covered Securities. The power of attorney granted by such Equityholder herein is a durable power of attorney and shall survive the bankruptcy, death, or incapacity of such Equityholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

Voting of Securities. (a) Until the Expiration Time, The Stockholder covenants and agrees that at every annual, special or other any meeting of the stockholders of the Company Company, however called, including, without limitation, the Company Stockholders' Meeting, and at every adjournment or postponement thereofin any action by written consent of the stockholders of the Company, each Equityholder shallthe Stockholder will vote, or shall cause to be voted, all of his/her/its Securities (to the holder of record on any applicable record date to extent that such Securities carry voting rights) (i) if applicable, appear at each such meeting or otherwise cause all of such Equityholder’s Covered Securities entitled to vote to be counted as present thereat for purposes of calculating a quorum, and (ii) vote all Covered Securities beneficially owned or controlled by Equityholder and entitled to vote (A) in favor of the adoption of the Merger Agreement and the approval of the Merger Agreementcontemplated by the Merger Agreement (including, the Separation Agreementwithout limitation, the approval in favor of the Transactions and Company Stockholders' Proposal), as the Merger Agreement may be modified or amended from time to time (except to the extent that any actions required amendments or modification to the Merger Agreement amends or modifies the Exchange Ratios in furtherance thereof and hereof, Section 2.06(c) in a manner that adversely affects such Stockholder), (Bii) against any Takeover Proposal, and (iii) in favor of any amendment to the approval Company's Certificate of any proposal Incorporation or the Company By-Laws in order to adjourn or postpone carry out the meeting of the Stockholders to a later date, if there are not sufficient votes for the adoption and approval of terms provided in the Merger Agreement, the Separation Agreement and to consummate the Transactions or such other transaction on the date on which such meeting is held, and (C) against (x) any action or agreement which would reasonably be expected to in any material respect impede, interfere with or prevent the Transactions, including, but not limited to, any other extraordinary corporate transactionMerger, including any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend or liquidation involving the Company and any Person amendment to Article IV.A.4 (other than Parent, Merger Sub or their Affiliates), or any other proposal of any Person (other than Parent, Merger Sub or their Affiliatesentitled "Liquidation") to acquire the Company or all or substantially all of the assets thereofCompany's Certificate of Incorporation, and (y) any action, proposal, transaction or agreement that would reasonably be expected to result give effect to the Exchange Ratios set forth in a breach of any covenant, representation or warranty or any other obligation or agreement of such Equityholder under this the Merger Agreement. (b) Notwithstanding The Stockholder agrees not to deposit any of the foregoing, each Equityholder shall retain at all times the right to vote the Covered Securities held by such Equityholder in its sole discretion and without any other limitation on those matters other than those set forth in this Agreement that are at any time into a voting trust or from time to time presented for consideration enter into a voting agreement or arrangement with respect to the Stockholders generallySecurities or grant any proxy or power of attorney with respect thereto. (c) Each Equityholder The Stockholder hereby appoints Parent irrevocably grants to, and appoints, Paul Wensel and Pascal Durand-Barthez, and any designee of Parentindividual designated ▇▇ ▇▇▇▇▇▇▇ by it, and each of them individually, until the Expiration Time (at which time this proxy shall automatically be revoked)▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇dividually, as its proxies proxy and attorneysattorney-in-fact, with full power fact upon execution of substitution the Irrevocable Proxy attached hereto as Exhibit A. The Stockholder understands and resubstitution, to vote or act by written consent during acknowledges that Alcatel is entering into the term Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement Agreement. The Stockholder hereby affirms that the Irrevocable Proxy is given in connection with respect to the Covered Securities in accordance with Section 3(a). This proxy execution of the Merger Agreement, and power of attorney that such Irrevocable Proxy is given to secure the performance of the duties of such Equityholder the Stockholder under this Agreement. Such Equityholder shall take such further action or execute such other instruments Except as may be necessary to effectuate otherwise provided for herein, the intent of this proxy. This proxy and power of attorney granted by such Equityholder shall be irrevocable during Stockholder hereby (i) affirms that the term of this Agreement, shall be deemed to be Irrevocable Proxy is coupled with an interest sufficient and may under no circumstances be revoked, (ii) ratifies and confirms all that the proxies appointed in law the Irrevocable Proxy may lawfully do or cause to support an be done by virtue hereof and (iii) affirms that such Irrevocable Proxy is executed and intended to be irrevocable proxy, and shall revoke any and all prior proxies granted by such Equityholder in accordance with respect to the Covered Securities. The power provisions of attorney granted by such Equityholder herein is a durable power Section 212(e) of attorney and shall survive the bankruptcy, death, or incapacity of such Equityholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this AgreementDelaware Law.