Conditional Irrevocable Proxy. For so long as this Agreement has not been validly terminated in accordance with Section 5.2, each Stockholder hereby irrevocably appoints Parent (and any Person or Persons designated by Parent) as its attorney-in-fact and proxy with full power of substitution and resubstitution, to the full extent of such Stockholder’s voting rights with respect to all such Stockholder’s Subject Shares (which proxy is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder) and which appointment is coupled with an interest, including for purposes of Section 212 of the DGCL) to vote (or issue instructions to the record holder to vote), and to execute (or issue instructions to the record holder to execute) written consents with respect to, all such Stockholder’s Subject Shares solely on the matters described in, and in accordance with the provisions of Section 1.2 if, and only if, such Stockholder fails to comply with the provisions of Section 1.2 (such proxy, the “Conditional Proxy”). The Conditional Proxy was given to secure the obligations of such Stockholder under Section 1.2, and in consideration of and as an additional inducement of Parent and Purchaser to enter into the Merger Agreement, and shall be irrevocable. The Conditional Proxy shall not be terminated by operation of any Law or upon the occurrence of any other event other than upon the valid termination of this Agreement in accordance with Section 5.2. Parent may terminate the Conditional Proxy with respect to a Stockholder at any time in its sole and absolute discretion by written notice provided to such Stockholder. Such Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the Conditional Proxy contained herein and hereby revokes any proxy previously granted by such Stockholder with respect to the Subject Shares that covers matters addressed by this Agreement.
Conditional Irrevocable Proxy. In order to secure the obligations of the Shareholders to vote their Shares in accordance with the provisions of Section 1 hereof, each of the Shareholders hereby appoints the other as such Shareholder's true and lawful proxy and attorney, with full power of substitution, to vote all of such Shareholder's Shares in accordance with the provisions and intent of Section 1 hereof if, and only if, such Shareholder fails to comply with the provisions of Section 1. The proxy and powers granted by such Shareholder pursuant to this Section 2 are coupled with an interest and are given by such Shareholder to secure such Shareholder's duties to the other Shareholder hereunder. Such proxy shall be irrevocable for the term of this Agreement and shall survive the death, incompetency and disability of such Shareholder.
Conditional Irrevocable Proxy. To secure each Principal Stockholder’s obligation to vote such Principal Stockholder’s shares of Company Stock in accordance with the provisions of this Agreement, each Principal Stockholder appoints Parent as such Principal Stockholder’s proxy and attorney, with full power of substitution, to vote all of such Principal Stockholder’s Subject Shares, in such proxy’s sole discretion, in accordance with Section 1 if such Principal Stockholder fails to comply with the provisions of Section 1. The proxy granted by each Principal Stockholder pursuant to this Section 2 is coupled with an interest and is given to secure the performance of such Principal Stockholder’s agreements under this Agreement. Such proxies are irrevocable and will survive the death, incompetency or disability of any Principal Stockholder or other holder of such Principal Stockholder’s stock and the merger or dissolution of any Principal Stockholder that is not a natural person. Principal Stockholder represents that, except for the proxy granted pursuant to Section 9.1 of the Series CC Preferred Stock Purchase Agreement, dated as of August 2, 2002, by and among the Company and the Purchasers (as defined therein), as amended (the “Series CC Purchase Agreement”), which proxy does not conflict with any of the provisions of this Agreement, any proxies heretofore given in respect of Principal Stockholder’s Subject Shares that may still be in effect are not irrevocable and that any such proxies are hereby revoked.
Conditional Irrevocable Proxy. Solely with respect to the matters described in Section 1.2, for so long as this Agreement has not been validly terminated in accordance with its terms, and in order to secure the obligations of the Stockholder to vote the Subject Shares in accordance with the provisions of Section 1.2 hereof, the Stockholder hereby irrevocably appoints Parent as its attorney and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder’s voting rights with respect to all Subject Shares (which proxy is irrevocable and which appointment is coupled with an interest, including for purposes of Section 212 of the DGCL) to vote, and to execute written consents with respect to, all of the Subject Shares solely on the matters described in Section 1.2 and in accordance therewith if, and only if, the Stockholder fails to comply with the provisions of Section 1.2. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with its terms; provided, that Parent may terminate this proxy at any time in its sole discretion by written notice provided to the Stockholder. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Section 1.3.
Conditional Irrevocable Proxy. To secure each Owner’s obligation to vote such Owner’s Relevant Shares in accordance with the provisions of this Agreement, each Owner appoints Purchaser as such Owner’s proxy and attorney, with full power of substitution, to vote all of that Owner’s Relevant Shares, in such proxy’s sole discretion, in accordance with Section 1.1 or 1.2 if such Owner fails to comply with the provisions of such section. The proxy granted by each Owner pursuant to this Section 1.4 is coupled with an interest and is given to secure the performance of such Owner’s agreements under this Agreement. Such proxies are irrevocable and will survive the bankruptcy, insolvency, winding up or dissolution of any Owner. Each of the Owners represents that any proxies heretofore given by it in respect of any of the Relevant Shares that may still be in effect are not irrevocable and that any such proxies are hereby revoked. Without limiting the generality of the foregoing, no Owner has entered into any voting agreement (other than this Agreement) with any Person with respect to any of the Relevant Shares, granted any Person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Relevant Shares, deposited any of the Relevant Shares in a voting trust or entered into any arrangement or agreement with any Person limiting or affecting his, her or its legal power, authority or right to vote any of the Relevant Shares on any matter.
Conditional Irrevocable Proxy. Concurrently with the execution and delivery of this Agreement, the undersigned has executed and delivered to Buyer, pursuant to Section 212 of the New York Business Corporation Law, an irrevocable proxy, in the form attached as Exhibit A hereto, with respect the Shares. Buyer may exercise such proxy only if it appears that any of the Shares are or may be voted or a consent given otherwise than in accordance with this Agreement or the Shares are not voted or no consent is given.
