Common use of Appointment as Proxy Clause in Contracts

Appointment as Proxy. By executing and delivering a Letter of Transmittal as set forth above (or, in the case of a book-entry transfer, by delivery of an Agent's Message in lieu of a Letter of Transmittal), the tendering stockholder irrevocably appoints designees of the Offeror as that stockholder's proxies, each with full power of substitution, to the full extent of that stockholder's rights with respect to the Shares tendered by that stockholder and accepted for payment by the Offeror and with respect to any and all other Shares or other securities issued or issuable in respect of those Shares on or after the date of the Merger Agreement. All those proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, the Offeror accepts for payment Shares tendered by the stockholder as provided herein. Upon the effectiveness of the appointment, all prior powers of attorney, proxies and consents given by that stockholder will be revoked, and no subsequent powers of attorney, proxies and consents may be given (and, if given, will not be deemed effective). Upon the effectiveness of the appointment, the Offeror's designees will, with respect to the Shares or other securities and rights for which the appointment is effective, be empowered to exercise all voting and other rights of that stockholder as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of Smart & Final's stockholders, by written consent in lieu of any such meeting or otherwise. The Offeror reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Offeror's payment for those Shares, the Offeror must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to those Shares and other securities, including voting at any meeting of stockholders or executing a written consent concerning any matter.

Appointment as Proxy. By executing and delivering a Letter of Transmittal as set forth above (or, in the case of a book-entry transfer, by delivery of an Agent's ’s Message in lieu of a Letter of Transmittal), the tendering stockholder irrevocably appoints designees of the Offeror Purchaser as that such stockholder's ’s proxies, each with full power of substitution, to the full extent of that such stockholder's ’s rights with respect to the Shares tendered by that such stockholder and accepted for payment by the Offeror Purchaser and with respect to any and all other Shares or other securities issued or issuable in respect of those such Shares on or after the date of the Merger Agreement. All those such proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, the Offeror Purchaser accepts for payment Shares tendered by the such stockholder as provided herein. Upon the effectiveness of the such appointment, all prior powers of attorney, proxies and consents given by that such stockholder will be revoked, and no subsequent powers of attorney, proxies and consents may be given (and, if given, will not be deemed effective). Upon the effectiveness of the appointment, the Offeror's Purchaser’s designees will, with respect to the Shares or other securities and rights for which the appointment is effective, be empowered to exercise all voting and other rights of that such stockholder as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of Smart & Final's stockholdersthe stockholders of LifeCell, by written consent in lieu of any such meeting or otherwise. The Offeror Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Offeror's Purchaser’s payment for those such Shares, the Offeror Purchaser must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to those such Shares and other securities, including voting at any meeting of stockholders or executing a written consent concerning any matter.

Appointment as Proxy. By executing and delivering a Letter of Transmittal as set forth above (or, in the case of a book-entry transfer, by delivery of an Agent's Message in lieu of a Letter of Transmittal), the tendering stockholder irrevocably appoints designees of the Offeror Purchaser as that stockholder's proxies, each with full power of substitution, to the full extent of that stockholder's rights with respect to the Shares tendered by that stockholder and accepted for payment by the Offeror Purchaser and with respect to any and all other Shares or other securities issued or issuable in respect of those Shares on or after the date of the Merger Agreement. All those proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, the Offeror Purchaser accepts for payment Shares tendered by the stockholder as provided herein. Upon the effectiveness of the appointment, all prior powers of attorney, proxies and consents given by that stockholder will be revoked, and no subsequent powers of attorney, proxies and consents may be given (and, if given, will not be deemed effective). Upon the effectiveness of the appointment, the OfferorPurchaser's designees will, with respect to the Shares or other securities and rights for which the appointment is effective, be empowered to exercise all voting and other rights of that stockholder as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of Smart & Final's Op-Tech stockholders, by written consent in lieu of any such meeting or otherwise. The Offeror Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the OfferorPurchaser's payment for those Shares, the Offeror Shares Purchaser must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to those Shares and other securities, including voting at any meeting of stockholders or executing a written consent concerning any matter.

Appointment as Proxy. By executing and delivering a Letter of Transmittal as set forth above (or, in the case of a book-entry transfer, by delivery of an Agent's Message in lieu of a Letter of Transmittal), the tendering stockholder shareholder irrevocably appoints designees of the Offeror Purchaser as that stockholdershareholder's proxies, each with full power of substitution, to the full extent of that stockholdershareholder's rights with respect to the Shares tendered by that stockholder shareholder and accepted for payment by the Offeror Purchaser and with respect to any and all other Shares or other securities issued or issuable in respect of those Shares on or after the date of the Merger Agreement. All those proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, the Offeror Purchaser accepts for payment Shares tendered by the stockholder shareholder as provided herein. Upon the effectiveness of the appointment, all prior powers of attorney, proxies and consents given by that stockholder shareholder will be revoked, and no subsequent powers of attorney, proxies and consents may be given (and, if given, will not be deemed effective). Upon the effectiveness of the appointment, the OfferorPurchaser's designees will, with respect to the Shares or other securities and rights for which the appointment is effective, be empowered to exercise all voting and other rights of that stockholder shareholder as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of Smart & Final's stockholdersPep Boys' shareholders, by written consent in lieu of any such meeting or otherwise. The Offeror Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the OfferorPurchaser's payment for those Shares, the Offeror Shares Purchaser must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to those Shares and other securities, including voting at any meeting of stockholders shareholders or executing a written consent concerning any matter.

Appointment as Proxy. By executing and delivering a Letter of Transmittal as set forth above (or, in the case of a book-entry transfer, by delivery of an Agent's Message in lieu of a Letter of Transmittal), the tendering stockholder irrevocably appoints designees of the Offeror Purchaser as that such stockholder's proxies, each with full power of substitution, to the full extent of that such stockholder's rights with respect to the Shares tendered by that such stockholder and accepted for payment by the Offeror Purchaser and with respect to any and all other Shares or other securities issued or issuable in respect of those such Shares on or after the date of the Merger Agreement. All those such proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, the Offeror Purchaser accepts for payment Shares tendered by the such stockholder as provided herein. Upon the effectiveness of the such appointment, all prior powers of attorney, proxies and consents given by that such stockholder will be revoked, and no subsequent powers of attorney, proxies and consents may be given (and, if given, will not be deemed effective). Upon the effectiveness of the appointment, the OfferorPurchaser's designees will, with respect to the Shares or other securities and rights for which the appointment is effective, be empowered to exercise all voting and other rights of that such stockholder as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of Smart & Final's stockholdersthe stockholders of Criticare, by written consent in lieu of any such meeting or otherwise. The Offeror Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the OfferorPurchaser's payment for those such Shares, the Offeror Purchaser must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to those such Shares and other securities, including voting at any meeting of stockholders or executing a written consent concerning any matter.