Common use of Grant of Irrevocable Proxy; Appointment of Proxy Clause in Contracts

Grant of Irrevocable Proxy; Appointment of Proxy. (i) THE SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER AND ANY DESIGNEE OF PURCHASER, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE SHARES SOLELY AS INDICATED IN SECTION 1. THE SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER WITH RESPECT TO THE SHARES (THE SHAREHOLDER REPRESENTING TO PURCHASER THAT ANY SUCH PROXY IS NOT IRREVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) THE EACH SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER AND ANY DESIGNEE OF PURCHASER, EACH OF THEM INDIVIDUALLY, THE QUINTILES AS SUCH SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES SOLELY AS INDICATED IN SECTION 1. THE EACH SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SUCH SHAREHOLDER WITH RESPECT TO THE COVERED SHARES (THE SUCH SHAREHOLDER REPRESENTING TO PURCHASER QUINTILES THAT ANY SUCH PROXY IS NOT IRREVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) THE SHAREHOLDER HEREBY STOCKHOLDER GRANTS TO, AND APPOINTS, PURCHASER PARENT, THE EXECUTIVE OFFICERS OF PARENT AND ANY OTHER DESIGNEE OF PURCHASERPARENT, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDERSUCH STOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES SOLELY AS INDICATED IN SECTION 11 WITH RESPECT TO COVERED PROPOSALS. THE SHAREHOLDER STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER SUCH STOCKHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER STOCKHOLDER REPRESENTING TO PURCHASER PARENT THAT ANY SUCH PROXY IS NOT IRREVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) THE SHAREHOLDER EACH STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER THE COMPANY, THE SPECIAL COMMITTEE, AND ANY OTHER DESIGNEE OF PURCHASERTHE COMPANY, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDERSUCH STOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES SOLELY AS INDICATED IN SECTION 1. THE SHAREHOLDER EACH STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION ACTIONS OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY PROXY, AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER SUCH STOCKHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER STOCKHOLDER REPRESENTING TO PURCHASER THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) THE EACH QUINTILES SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER AND ANY DESIGNEE OF PURCHASER, EACH OF THEM INDIVIDUALLY, THE IMS HEALTH AS SUCH QUINTILES SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES SOLELY AS INDICATED IN SECTION 1. THE EACH QUINTILES SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SUCH QUINTILES SHAREHOLDER WITH RESPECT TO THE COVERED SHARES (THE SUCH QUINTILES SHAREHOLDER REPRESENTING TO PURCHASER IMS HEALTH THAT ANY SUCH PROXY IS NOT IRREVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) THE EACH SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER PARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PURCHASERPARENT, EACH OF THEM INDIVIDUALLY, THE SUCH SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES SOLELY AS INDICATED IN SECTION 1. THE EACH SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SUCH SHAREHOLDER WITH RESPECT TO THE COVERED SHARES (THE SUCH SHAREHOLDER REPRESENTING TO PURCHASER THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) THE EACH SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER PARENT, AND ANY DESIGNEE OF PURCHASERPARENT, EACH OF THEM INDIVIDUALLY, THE SUCH SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES SOLELY AS INDICATED IN SECTION 1. THE EACH SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SUCH SHAREHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER REPRESENTING TO PURCHASER THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) THE EACH SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER COMMUNITY AND ANY DESIGNEE OF PURCHASERCOMMUNITY, EACH OF THEM INDIVIDUALLY, THE SUCH SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE SHARES SOLELY AS INDICATED IN SECTION 13. THE EACH SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SUCH SHAREHOLDER WITH RESPECT TO THE SHARES (THE SUCH SHAREHOLDER REPRESENTING TO PURCHASER COMMUNITY THAT ANY SUCH PROXY IS NOT IRREVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (i) THE a.SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER AND ANY DESIGNEE OF PURCHASER, EACH OF THEM INDIVIDUALLY, THE SUCH SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE SHARES SOLELY AS INDICATED IN SECTION 13(a). THE SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SUCH SHAREHOLDER WITH RESPECT TO THE SHARES (THE SUCH SHAREHOLDER REPRESENTING TO PURCHASER THAT ANY SUCH PROXY IS NOT IRREVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (i) THE a. SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER AND ANY DESIGNEE OF PURCHASER, EACH OF THEM INDIVIDUALLY, THE AS SUCH SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE SHARES (OR ACT BY WRITTEN CONSENT) SOLELY AS INDICATED IN SECTION 13. THIS PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SHAREHOLDER UNDER THIS AGREEMENT. SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER WITH RESPECT TO THE SHARES (THE SHAREHOLDER REPRESENTING TO PURCHASER THAT ANY SUCH PROXY IS NOT IRREVOCABLE).HEREBY

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) THE SHAREHOLDER EACH STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER LATERAL, THE EXECUTIVE OFFICERS OF LATERAL, AND ANY OTHER DESIGNEE OF PURCHASERLATERAL, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDERSUCH STOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES SOLELY AS INDICATED IN SECTION 1. THE SHAREHOLDER EACH STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER SUCH STOCKHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER STOCKHOLDER REPRESENTING TO PURCHASER THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (i) THE SHAREHOLDER STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER COMMUNITY AND ANY DESIGNEE OF PURCHASERCOMMUNITY, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDERSTOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE SHARES SOLELY AS INDICATED IN SECTION 1. THE SHAREHOLDER STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER STOCKHOLDER WITH RESPECT TO THE SHARES (THE SHAREHOLDER STOCKHOLDER REPRESENTING TO PURCHASER COMMUNITY THAT ANY SUCH PROXY IS NOT IRREVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (i) THE SHAREHOLDER STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER THE SECRETARY OF THE COMPANY, TOGETHER WITH HIS OR HER DESIGNEES, AND ANY DESIGNEE OF PURCHASER, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDERSTOCKHOLDER’S IRREVOCABLE (UNTIL DURING THE TERMINATION TERM OF THIS AGREEMENT) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTIONSUBSTITUTION AND RESUBSTITUTION) TO VOTE THE COVERED SHARES SOLELY AS INDICATED IN SECTION 11.01 HEREOF (THE “PROXY”). THE SHAREHOLDER STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL DURING THE TERMINATION TERM OF THIS AGREEMENT) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER STOCKHOLDER WITH RESPECT TO THE COVERED SHARES IN CONNECTION WITH THE MATTERS DESCRIBED IN SECTION 1.01 HEREOF (THE SHAREHOLDER STOCKHOLDER REPRESENTING TO PURCHASER THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) THE SHAREHOLDER EACH STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER PARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PURCHASERPARENT, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDERSUCH STOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES SOLELY AS INDICATED IN SECTION 1. THE SHAREHOLDER EACH STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER SUCH STOCKHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER STOCKHOLDER REPRESENTING TO PURCHASER THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) THE SHAREHOLDER STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER RYLAND, THE EXECUTIVE OFFICERS OF RYLAND, AND ANY OTHER DESIGNEE OF PURCHASERRYLAND, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDERSTOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES SOLELY AS INDICATED IN SECTION 1. THE SHAREHOLDER STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER STOCKHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER STOCKHOLDER REPRESENTING TO PURCHASER RYLAND THAT ANY SUCH PROXY IS NOT IRREVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (i) THE SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER BUYER AND ANY DESIGNEE OF PURCHASERBUYER, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE SHARES SOLELY AS INDICATED IN SECTION 1. THE SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER WITH RESPECT TO THE SHARES (THE SHAREHOLDER REPRESENTING TO PURCHASER BUYER THAT ANY SUCH PROXY IS NOT IRREVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (i) THE SHAREHOLDER STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER COMMUNITY AND ANY DESIGNEE OF PURCHASERCOMMUNITY, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDER’S STOCKHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE SHARES SOLELY AS INDICATED IN SECTION 1. THE SHAREHOLDER STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER STOCKHOLDER WITH RESPECT TO THE SHARES (THE SHAREHOLDER STOCKHOLDER REPRESENTING TO PURCHASER COMMUNITY THAT ANY SUCH PROXY IS NOT IRREVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) THE QUINTILES SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER AND ANY DESIGNEE OF PURCHASER, EACH OF THEM INDIVIDUALLY, THE IMS HEALTH AS SUCH QUINTILES SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES SOLELY AS INDICATED IN SECTION 1. THE QUINTILES SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENTDATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SUCH QUINTILES SHAREHOLDER WITH RESPECT TO THE COVERED SHARES (THE SUCH QUINTILES SHAREHOLDER REPRESENTING TO PURCHASER IMS HEALTH THAT ANY SUCH PROXY IS NOT IRREVOCABLE).