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

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Shareholder hereby irrevocably grants to, and appoints, Parent and any designee thereof, Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholder, to vote the Shares, or to grant a consent or approval in respect of the Shares, in connection with any meeting of the shareholders of the Company or any action by written consent in lieu of a meeting of shareholders of the Company (i) in favor of the Merger or any other transaction pursuant to which Parent or Merger Sub proposes to acquire the Company, whether by tender offer, merger, or otherwise, in which shareholders of the Company would receive consideration per share of Common Stock equal to or greater than the consideration to be received by such shareholders in the Offer and the Merger, and/or (ii) against any action or agreement which would impede, interfere with or prevent the Merger, including, but not limited to, any other extraordinary corporate transaction, including a merger, acquisition, sale, consolidation, reorganization or liquidation involving the Company and a third party, or any other proposal of a third party to acquire the Company.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Shareholder Seller hereby irrevocably grants to, and appoints, Parent Purchaser and any designee thereof, ShareholderSeller’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of ShareholderSeller, to vote the Shares, or to grant a consent or approval in respect of the Shares, in connection with any meeting of the shareholders of the Company or any action by written consent in lieu of a meeting of shareholders of the Company (i) in favor of the Merger or any other transaction pursuant to which Parent or Merger Sub Purchaser proposes to acquire the Company, whether by tender offer, merger, or otherwise, in which shareholders of the Company would receive consideration per share of Common Stock common stock of the Company equal to or greater than the consideration to be received by such shareholders in the Offer and the MergerPurchase Price, and/or (ii) against any action or agreement which would impede, interfere with or prevent the Mergeracquisition of the Company by Purchaser, including, but not limited to, any other extraordinary corporate transaction, including a merger, acquisition, sale, consolidation, reorganization or liquidation involving the Company and a third party, or any other proposal of a third party to acquire the Company.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Shareholder Stockholder hereby irrevocably grants to, and appoints, Parent and any designee thereof, ShareholderStockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of ShareholderStockholder, to vote the Shares, or to grant a consent or approval in respect of the Shares, in connection with any meeting of the shareholders stockholders of the Company or any action by written consent in lieu of a meeting of shareholders stockholders of the Company (i) in favor of the Merger or any other transaction pursuant to which Parent or Merger Sub Purchaser proposes to acquire the Company, whether by tender offer, merger, or otherwise, in which shareholders stockholders of the Company would receive consideration per share of Common Stock equal to or greater than the consideration to be received by such shareholders stockholders in the Offer and the Merger, and/or (ii) against any action or agreement which would impede, interfere with or prevent the Merger, including, but not limited to, any other extraordinary corporate transaction, including a merger, acquisition, sale, consolidation, reorganization or liquidation involving the Company and a third party, or any other proposal of a third party to acquire the Company.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Shareholder Stockholder hereby irrevocably grants to, and appoints, Parent and any designee thereof, ShareholderStockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of ShareholderStockholder, to vote the Shares, or to grant a consent or approval in respect of the Shares, in connection with any meeting of the shareholders stockholders of the Company or any action by written consent in lieu of a meeting of shareholders stockholders of the Company (i) in favor of the Merger or any other transaction pursuant to which Parent or Merger Sub proposes to acquire the Company, whether by tender offer, merger, or otherwise, in which shareholders stockholders of the Company would receive consideration per share of Common Stock equal to or greater than the consideration to be received by such shareholders stockholders in the Offer and the Merger, and/or (ii) against any action or agreement which would impede, interfere with or prevent the Merger, including, but not limited to, any other extraordinary corporate transaction, including a merger, acquisition, sale, consolidation, reorganization or liquidation involving the Company and a third party, or any other proposal of a third party to acquire the Company.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Shareholder Each Stockholder hereby irrevocably grants to, and appoints, Parent and any designee thereof, Shareholder’s such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholdersuch Stockholder, to vote the Shares, or to grant a consent or approval in respect of the Shares, in connection with any meeting of the shareholders stockholders of the Company or any action by written consent in lieu of a meeting of shareholders stockholders of the Company (i) in favor of the Merger or any other transaction pursuant to which Parent or Merger Sub proposes to acquire the Company, whether by tender offer, merger, or otherwise, in which shareholders stockholders of the Company would receive consideration per share of Common Stock equal to or greater than the consideration to be received by such shareholders stockholders in the Offer and the Merger, and/or (ii) against any action or agreement which would impede, interfere with or prevent the Merger, including, but not limited to, any other extraordinary corporate transaction, including including, a merger, acquisition, sale, consolidation, reorganization or liquidation involving the Company and a third party, or any other proposal of a third party to acquire the Company.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder hereby irrevocably grants to, and appoints, Parent and any designee thereof, such Shareholder’s 's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Shareholder, to vote the Shares, or to grant a consent or approval in respect of the Shares, in connection with any meeting of the shareholders of the Company or any action by written consent in lieu of a meeting of shareholders of the Company (i) in favor of the Merger or any other transaction pursuant to which Parent or Merger Sub proposes to acquire the Company, whether by tender offer, merger, or otherwise, in which shareholders of the Company would receive consideration per share of Common Stock equal to or greater than the consideration to be received by such shareholders in the Offer and the Merger, and/or (ii) against any action or agreement which would impede, interfere with or prevent the Merger, including, but not limited to, any other extraordinary corporate transaction, including including, a merger, acquisition, sale, consolidation, reorganization or liquidation involving the Company and a third party, or any other proposal of a third party to acquire the Company.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Shareholder The Stockholder hereby irrevocably grants to, and appoints, Parent and any designee thereof, Shareholder’s the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholderthe Stockholder, to vote the Shares, or to grant a consent or approval in respect of the Shares, in connection with any meeting of the shareholders stockholders of the Company or any action by written consent in lieu of a meeting of shareholders stockholders of the Company (i) in favor of the Merger or any other transaction pursuant to which Parent or Merger Sub Purchaser proposes to acquire the Company, whether by tender offer, merger, or otherwise, in which shareholders stockholders of the Company would receive consideration per share of Common Stock equal to or greater than the consideration to be received by such shareholders stockholders in the Offer and the Merger, and/or (ii) against any action or agreement which would impede, interfere with or prevent the Merger, including, but not limited to, any other extraordinary corporate transaction, including a merger, acquisition, sale, consolidation, reorganization or liquidation involving the Company and a third party, or any other proposal of a third party to acquire the Company.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Shareholder Each Stockholder hereby irrevocably grants to, and appoints, Parent and any designee thereof, Shareholdersuch Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholdersuch Stockholder, to vote the Shares, or to grant a consent or approval in respect of the Shares, in connection with any meeting of the shareholders stockholders of the Company or any action by written consent in lieu of a meeting of shareholders stockholders of the Company (i) in favor of the Merger or any other transaction pursuant to which Parent or Merger Sub proposes to acquire the Company, whether by tender offer, merger, or otherwise, in which shareholders stockholders of the Company would receive consideration per share of Common Stock equal to or greater than the consideration to be received by such shareholders stockholders in the Offer and the Merger, and/or (ii) against any action or agreement which would impede, interfere with or prevent the Merger, including, but not limited to, any other extraordinary corporate transaction, including including, a merger, acquisition, sale, consolidation, reorganization or liquidation involving the Company and a third party, or any other proposal of a third party to acquire the Company.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Shareholder The Stockholder hereby irrevocably grants to, and appoints, Parent and any designee thereof, Shareholderthe Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholderthe Stockholder, to vote the Shares, or to grant a consent or approval in respect of the Shares, in connection with any meeting of the shareholders stockholders of the Company or any action by written consent in lieu of a meeting of shareholders stockholders of the Company (i) in favor of the Merger or any other transaction pursuant to which Parent or Merger Sub Purchaser proposes to acquire the Company, whether by tender offer, merger, or otherwise, in which shareholders stockholders of the Company would receive consideration per share of Common Stock equal to or greater than the consideration to be received by such shareholders stockholders in the Offer and the Merger, and/or (ii) against any action or agreement which would impede, interfere with or prevent the Merger, including, but not limited to, any other extraordinary corporate transaction, including a merger, acquisition, sale, consolidation, reorganization or liquidation involving the Company and a third party, or any other proposal of a third party to acquire the Company.