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

Grant of Proxy; Appointment of Proxy. (a) In furtherance of the transactions contemplated hereby and by the Merger Agreement, and in order to secure the performance by each Stockholder of such Stockholder’s duties under this Agreement, such Stockholder, concurrently with the execution of this Agreement, shall execute, in accordance with the provisions of applicable Delaware law, and deliver to Parent an irrevocable proxy, substantially in the form of Annex A hereto, and irrevocably appoint Parent or its designees, and each of them individually, with full power of substitution and resubstitution, such Stockholder’s attorney-in-fact and proxy to vote, or, if applicable, to give consent with respect to, all of the Subject Shares as of the record date of such vote or consent in respect of any of the matters set forth in, and in accordance with the provisions of, Section 2(a) (the “Proxy”).

Grant of Proxy; Appointment of Proxy. (a) In furtherance of the transactions contemplated hereby and by the Merger Share Exchange Agreement, and in order to secure the performance by each Stockholder of such Stockholder’s duties under this Agreement, such Stockholder, concurrently with the execution of this Agreement, shall execute, in accordance with the provisions of applicable Delaware law, and deliver to Parent Elitech an irrevocable proxy, substantially in the form of Annex A heretohereto (the “Proxy”), and irrevocably appoint Parent Elitech or its designees, and each of them individually, with full power of substitution and resubstitutionsubstitution, such Stockholder’s agent, attorney-in-fact , and proxy to vote, vote or, if applicable, to give consent with respect to, all of the Subject Shares Beneficially Owned by Stockholder as of the record date of such vote or consent in respect of any of the matters set forth in, and in accordance with the provisions of, Section 2(a) (the “Proxy”).