Common use of Grant of Irrevocable Proxy; Further Assurances Clause in Contracts

Grant of Irrevocable Proxy; Further Assurances. (a) Shareholder hereby appoints the Company and any designee of the Company, and each of them individually, as such Shareholder’s proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the Voting Period with respect to the Existing Shares in accordance with Section 6. This proxy is given to the Company the performance of the duties of each Shareholder under this Agreement. Shareholder shall promptly cause a copy of this Agreement to be deposited with the Company at its principal place of business. Shareholder shall take further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. (b) The proxy and power of attorney granted pursuant to Section 7(a) by Shareholder 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 Shareholder. The power of attorney granted by Shareholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. (c) Shareholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in the Company the power to carry out and give effect to the provisions of this Agreement.

Grant of Irrevocable Proxy; Further Assurances. (a) Shareholder hereby appoints the Company Buyer and any designee of the CompanyBuyer, and each of them individually, as such Shareholder’s 's proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the Voting Period with respect to the Existing Shares in accordance with Section 65. This proxy is given to the Company Buyer to secure the performance of the duties of each Shareholder under this Agreement. Shareholder shall promptly cause a copy of this Agreement to be deposited with the Company Seller at its principal place of business. Shareholder shall take further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. (b) The proxy and power of attorney granted pursuant to Section 7(a6(a) by Shareholder 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 Shareholder. The power of attorney granted by Shareholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. (c) Shareholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in the Company Buyer the power to carry out and give effect to the provisions of this Agreement.

Grant of Irrevocable Proxy; Further Assurances. (a) Shareholder hereby appoints the Company Buyer and any designee of the CompanyBuyer, and each of them individually, as such Shareholder’s proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the Voting Period with respect to the Existing Shares in accordance with Section 65. This proxy is given to the Company Buyer to secure the performance of the duties of each Shareholder under this Agreement. Shareholder shall promptly cause a copy of this Agreement to be deposited with the Company Seller at its principal place of business. Shareholder shall take further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. (b) The proxy and power of attorney granted pursuant to Section 7(a6(a) by Shareholder 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 Shareholder. The power of attorney granted by Shareholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. (c) Shareholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in the Company Buyer the power to carry out and give effect to the provisions of this Agreement.