Common use of Grant of Irrevocable Proxy Clause in Contracts

Grant of Irrevocable Proxy. If requested by Parent, the Stockholder shall appoint Parent and any designee of Parent, and each of them individually, as the Stockholder’s proxy, with full power of substitution and resubstitution, to vote during the Voting Period with respect to any and all of the Subject Shares on the matters and in the manner specified in Section 2.1. The Stockholder shall take all further action or execute such other instruments as may be necessary to effectuate the intent of any such proxy. The Stockholder affirms that any irrevocable proxy given by it with respect to the Merger Agreement and the transactions contemplated thereby shall be given to Parent by the Stockholder to secure the performance of the obligations of the Stockholder under this Agreement. It is agreed that Parent (and its officers on behalf of Parent) will use the irrevocable proxy that may be granted by the Stockholder only in accordance with applicable Law and that, to the extent Parent (and its officers on behalf of Parent) uses any such irrevocable proxy, it will only vote the Subject Shares subject to such irrevocable proxy with respect to the matters specified in, and in accordance with the provisions of, Section 2.1.

Grant of Irrevocable Proxy. If requested by Parentthe Company, the each Stockholder shall appoint Parent the Company and any designee of Parentthe Company, and each of them individually, as the each Stockholder’s proxy, with full power of substitution and resubstitution, to vote during the Voting Period with respect to any and all of the Subject Shares on the matters and in the manner specified in Section 2.1. The Each Stockholder shall take all such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of any such proxy. The Each Stockholder affirms that any irrevocable proxy given by it him with respect to the Merger this Agreement and the transactions contemplated thereby hereby shall be given to Parent the Company by the such Stockholder to secure the performance of the obligations of the Stockholder under this Agreement. It is agreed that Parent the Company (and its officers on behalf of Parentthe Company) will use the irrevocable proxy that may be granted by the each Stockholder only in accordance with applicable Law law and only if such Stockholder fails to comply with Section 2.1 and that, to the extent Parent the Company (and its officers on behalf of Parentthe Company) uses any such irrevocable proxy, it he will only vote the Subject Shares subject to such irrevocable proxy with respect to the matters specified in, and in accordance with the provisions of, Section 2.1.

Grant of Irrevocable Proxy. If requested by ParentPurchaser, the each Stockholder shall appoint Parent Purchaser and any designee of ParentPurchaser, and each of them individually, as the such Stockholder’s proxy, with full power of substitution and resubstitution, to vote during the Voting Period with respect to any and all of the Subject Shares on the matters and in the manner specified in Section 2.1. The Each Stockholder shall take all further action or execute such other instruments as may be necessary to effectuate the intent of any such proxy. The Each Stockholder affirms that any irrevocable proxy given by it with respect to the Merger Purchase Agreement and the transactions contemplated thereby shall be given to Parent Purchaser by the such Stockholder to secure the performance of the obligations of the such Stockholder under this Agreement. It is agreed that Parent Purchaser (and its officers on behalf of ParentPurchaser) will use the irrevocable proxy that may be granted by the Stockholder only in accordance with applicable Law and that, to the extent Parent Purchaser (and its officers on behalf of ParentPurchaser) uses any such irrevocable proxy, it will only vote the Subject Shares subject to such irrevocable proxy with respect to the matters specified in, and in accordance with the provisions of, Section 2.1.

Grant of Irrevocable Proxy. If requested by Parent, the The Stockholder shall appoint hereby appoints Parent and any designee of Parent, and each of them individually, as the Stockholder’s proxy, with full power of substitution and resubstitution, to vote vote, including by executing written consents, during the Voting Period with respect to any and all of the Subject Shares on the matters and in the manner specified in Section 2.1. The Stockholder shall take all further action or execute such other instruments as may be necessary to effectuate the intent of any such proxy. The Stockholder affirms that any the irrevocable proxy given by it hereby with respect to the Merger Agreement and the transactions contemplated thereby shall be is given to Parent by the Stockholder to secure the performance of the obligations of the Stockholder under this Agreement. It is agreed that Parent (and its officers on behalf of Parent) will use the irrevocable proxy that may be is granted by the Stockholder hereby only in accordance with applicable Law Legal Requirements and that, to the extent Parent (and its officers on behalf of Parent) uses any such irrevocable proxy, it will only vote (or sign written consents in respect of) the Subject Shares subject to such irrevocable proxy with respect to the matters specified in, and in accordance with the provisions of, Section 2.1.

Grant of Irrevocable Proxy. If requested by Parent, the The Stockholder shall appoint hereby appoints Parent and any designee of Parent, and each of them individually, as the Stockholder’s proxy, with full power of substitution and resubstitution, to vote vote, including by executing written consents, during the Voting Period with respect to any and all of the Subject Shares on the matters and in the manner specified in Section 2.1. The Stockholder shall take all further action or execute such other instruments as may be necessary to effectuate the intent of any such proxy. The Stockholder affirms that any the irrevocable proxy given by it hereby with respect to the Merger Agreement and the transactions contemplated thereby shall be is given to Parent by the Stockholder to secure the performance of the obligations of the Stockholder under this Agreement. It is agreed that Parent (and its officers on behalf of Parent) will use the irrevocable proxy that may be is granted by the Stockholder hereby only in accordance with applicable Law Laws and that, to the extent Parent (and its officers on behalf of Parent) uses any such irrevocable proxy, it will only vote (or sign written consents in respect of) the Subject Shares subject to such irrevocable proxy with respect to the matters specified in, and in accordance with the provisions of, Section 2.1.

Grant of Irrevocable Proxy. If requested by Parent, the Stockholder shall appoint Parent and any designee of Parent, and each of them individually, as the Stockholder’s proxy, with full power of substitution and resubstitution, to vote during the Voting Period with respect to any and all of the Subject Shares on the matters and in the manner specified in Section 2.1. The Stockholder shall take all such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of any such proxy. The Stockholder affirms that any irrevocable proxy given by it with respect to the Merger Agreement and the transactions contemplated thereby shall be given to Parent by the Stockholder to secure the performance of the obligations of the Stockholder under this Agreement. It is agreed that Parent (and its officers on behalf of Parent) will use the irrevocable proxy that may be granted by the Stockholder only in accordance with applicable Law and only if the Stockholder fails to comply with Section 2.1 and that, to the extent Parent (and its officers on behalf of Parent) uses any such irrevocable proxy, it will only vote the Subject Shares subject to such irrevocable proxy with respect to the matters specified in, and in accordance with the provisions of, Section 2.1.

Grant of Irrevocable Proxy. If requested by Parentthe Company, the each Stockholder shall appoint Parent the Company and any designee of Parentthe Company, and each of them individually, as the each Stockholder’s proxy, with full power of substitution and resubstitution, to vote during the Voting Period with respect to any and all of the Subject Shares on the matters and in the manner specified in Section 2.1. The Each Stockholder shall take all such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of any such proxy. The Each Stockholder affirms that any irrevocable proxy given by it him with respect to the Merger this Agreement and the transactions contemplated thereby hereby shall be given to Parent the Company by the such Stockholder to secure the performance of the obligations of the Stockholder under this Agreement. It is agreed that Parent the Company (and its officers on behalf of Parentthe Company) will use the irrevocable proxy that may be granted by the each Stockholder only in accordance with applicable Law and only if such Stockholder fails to comply with Section 2.1 and that, to the extent Parent the Company (and its officers on behalf of Parentthe Company) uses any such irrevocable proxy, it he will only vote the Subject Shares subject to such irrevocable proxy with respect to the matters specified in, and in accordance with the provisions of, Section 2.1.

Grant of Irrevocable Proxy. If requested by Parentthe Company, the each Stockholder shall appoint Parent the Company and any designee of Parentthe Company, and each of them individually, as the each Stockholder’s proxy, with full power of substitution and resubstitution, to vote during the Voting Period with respect to any and all of the Subject Shares on the matters and in the manner specified in Section 2.1. The Each Stockholder shall take all such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of any such proxy. The Each Stockholder affirms that any irrevocable proxy given by it such Stockholder with respect to the Merger this Agreement and the transactions contemplated thereby hereby shall be given to Parent the Company by the such Stockholder to secure the performance of the obligations of the Stockholder under this Agreement. It is agreed that Parent the Company (and its officers on behalf of Parentthe Company) will use the irrevocable proxy that may be granted by the each Stockholder only in accordance with applicable Law law and only if such Stockholder fails to comply with Section 2.1 and that, to the extent Parent the Company (and its officers on behalf of Parentthe Company) uses any such irrevocable proxy, it he will only vote the Subject Shares subject to such irrevocable proxy with respect to the matters specified in, and in accordance with the provisions of, Section 2.1.

Grant of Irrevocable Proxy. If requested by Parent, the The Stockholder shall appoint Parent hereby appoints Company and any designee of ParentCompany, and each of them individually, as the Stockholder’s proxy, with full power of substitution and resubstitution, to vote vote, including by executing written consents, during the Voting Period with respect to any and all of the Subject Shares on the matters and in the manner specified in Section 2.1. The Stockholder shall take all further action or execute such other instruments as may be necessary to effectuate the intent of any such proxy. The Stockholder affirms that any the irrevocable proxy given by it hereby with respect to the Merger Agreement and the transactions contemplated thereby shall be is given to Parent Company by the Stockholder to secure the performance of the obligations of the Stockholder under this Agreement. It is agreed that Parent Company (and its officers on behalf of ParentCompany) will use the irrevocable proxy that may be is granted by the Stockholder hereby only in accordance with applicable Law Legal Requirements and that, to the extent Parent Company (and its officers on behalf of ParentCompany) uses any such irrevocable proxy, it will only vote (or sign written consents in respect of) the Subject Shares subject to such irrevocable proxy with respect to the matters specified in, and in accordance with the provisions of, Section 2.1.

Grant of Irrevocable Proxy. If requested by Parent, each of the Stockholder Stockholders shall appoint Parent and any designee of Parent, and each of them individually, as the such Stockholder’s proxy, with full power of substitution and resubstitution, to vote during the Voting Period with respect to any and all of the Subject Shares on the matters and in the manner specified in Section 2.1. The Stockholder Each of the Stockholders shall take all such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of any such proxy. The Each of the Stockholder affirms that any irrevocable proxy given by it with respect to the Merger Agreement and the transactions contemplated thereby shall be given to Parent by the such Stockholder to secure the performance of the obligations of the such Stockholder under this Agreement. It is agreed that Parent (and its officers on behalf of Parent) will use the irrevocable proxy that may be granted by each of the Stockholder only in accordance with applicable Law and only if such Stockholder fails to comply with Section 2.1 and that, to the extent Parent (and its officers on behalf of Parent) uses any such irrevocable proxy, it will only vote the Subject Shares subject to such irrevocable proxy with respect to the matters specified in, and in accordance with the provisions of, Section 2.1.

Grant of Irrevocable Proxy. If requested by Parent, the each Stockholder shall appoint Parent and any designee of Parent, and each of them individually, as the such Stockholder’s proxy, with full power of substitution and resubstitution, to vote during the Voting Period with respect to any and all of the Subject Shares on the matters and in the manner specified in Section 2.1. The Each Stockholder shall take all further action or execute such other instruments as may be necessary to effectuate the intent of any such proxy. The Each Stockholder affirms that any irrevocable proxy given by it with respect to the Merger Agreement and the transactions contemplated thereby shall be given to Parent by the such Stockholder to secure the performance of the obligations of the such Stockholder under this Agreement. It is agreed that Parent (and its officers on behalf of Parent) will use the irrevocable proxy that may be granted by the Stockholder Stockholders only in accordance with applicable Law and that, to the extent Parent (and its officers on behalf of Parent) uses any such irrevocable proxy, it will only vote the Subject Shares subject to such irrevocable proxy with respect to the matters specified in, and in accordance with the provisions of, Section 2.1.

Grant of Irrevocable Proxy. If requested by Parent, the The Stockholder shall appoint Parent hereby appoints Company and any designee of ParentCompany, and each of them individually, as the Stockholder’s proxy, with full power of substitution and resubstitution, to vote vote, including by executing written consents, during the Voting Period with respect to any and all of the Subject Shares on the matters and in the manner specified in Section 2.1. The Stockholder shall take all further action or execute such other instruments as may be necessary to effectuate the intent of any such proxy. The Stockholder affirms that any the irrevocable proxy given by it hereby with respect to the Merger Agreement and the transactions contemplated thereby shall be is given to Parent Company by the Stockholder to secure the performance of the obligations of the Stockholder under this Agreement. It is agreed that Parent Company (and its officers on behalf of ParentCompany) will use the irrevocable proxy that may be is granted by the Stockholder hereby only in accordance with applicable Law Laws and that, to the extent Parent Company (and its officers on behalf of ParentCompany) uses any such irrevocable proxy, it will only vote (or sign written consents in respect of) the Subject Shares subject to such irrevocable proxy with respect to the matters specified in, and in accordance with the provisions of, Section 2.1.

Grant of Irrevocable Proxy. If requested by Parent, each of the Stockholder Stockholders shall appoint Parent and any designee of Parent, and each of them individually, as the such Stockholder’s proxy, with full power of substitution and resubstitution, to vote during the Voting Period with respect to any and all of the Subject Shares on the matters and in the manner specified in Section 2.1. The Stockholder Each of the Stockholders shall take all such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of any such proxy. The Stockholder Each of the Stockholders affirms that any irrevocable proxy given by it with respect to the Merger Agreement and the transactions contemplated thereby shall be given to Parent by the Stockholder to secure the performance of the obligations of the such Stockholder under this Agreement. It is agreed that Parent (and its officers on behalf of Parent) will use the irrevocable proxy that may be granted by each of the Stockholder Stockholders only in accordance with applicable Law and only if such Stockholder fails to comply with Section 2.1 and that, to the extent Parent (and its officers on behalf of Parent) uses any such irrevocable proxy, it will only vote the Subject Shares subject to such irrevocable proxy with respect to the matters specified in, and in accordance with the provisions of, Section 2.1.