Common use of Grant of Proxy Voting Agreement Clause in Contracts

Grant of Proxy Voting Agreement. (a) The Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities and hereby irrevocably appoints Parent as proxy for Stockholder to vote the Shares as to which Stockholder has voting power for Stockholder and in Stockholder’s name, place and stead, at any annual or special meeting of the stockholders of the Company, as applicable, or at any adjournment thereof, whether before or after the Acceptance Date (as defined in the Merger Agreement), solely for the adoption of the Merger Agreement and the approval of the Merger. Parent hereby acknowledges that the proxy granted hereby shall not be effective for any other purpose. The parties acknowledge and agree that neither Parent, nor Parent’s successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholders, agents and affiliates shall owe any duty to, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s fees) and compensation of any kind or nature whatsoever to the Stockholder in connection with or as a result of any voting by Parent of the Shares subject to the irrevocable proxy hereby granted to Parent at any annual or special meeting of the stockholders of the Company for the purpose set forth herein.

Grant of Proxy Voting Agreement. (a) The Stockholder Shareholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities Shares and hereby irrevocably appoints Parent as grants Xxxxxx until the Termination Date a limited irrevocable proxy for Stockholder to vote the Shares as to which Stockholder the Shareholder has voting power for Stockholder the Shareholder and in Stockholderthe Shareholder’s name, place and stead, at any annual or special meeting of the stockholders shareholders of the CompanyTornier, as applicable, or at any adjournment thereof, whether before or after the Acceptance Date (as defined in the Merger Agreement), thereof solely for the adoption of the Merger Agreement and the approval of the Merger, subject to Section 1.4(c) of this Agreement. Parent Xxxxxx hereby acknowledges that the proxy granted hereby shall not be effective for any other purpose. The parties acknowledge and agree that neither ParentXxxxxx, nor Parent’s Xxxxxx’x successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholders, agents and affiliates shall owe any duty to, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s fees) and compensation of any kind or nature whatsoever to the Stockholder Shareholder in connection with or as a result of any voting by Parent Xxxxxx of the Shares subject to the irrevocable proxy hereby granted to Parent Xxxxxx at any annual or special meeting of the stockholders shareholders of the Company Tornier for the purpose set forth herein.