Common use of Irrevocable Proxy Clause in Contracts

Irrevocable Proxy. Stockholder hereby irrevocably and unconditionally revokes any and all previous proxies granted with respect to the Shares. By entering into this Agreement, Stockholder hereby irrevocably and unconditionally grants a proxy appointing Buyer as such Stockholder's attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder's name, to vote, express, consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.02 above as Buyer or its proxy or substitute shall, in Buyer's sole discretion, deem proper with respect to the Shares. The proxy granted by Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Buyer entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. Stockholder shall use its best effort to cause any record owner of Shares to grant to Buyer a proxy to the same effect as that contained herein. Stockholder shall perform such further acts and execute

Irrevocable Proxy. Stockholder hereby irrevocably and unconditionally revokes (or agrees to cause to be revoked) any and all previous proxies granted with respect to the Sharesoutstanding Company Shares Beneficially Owned by Stockholder. By entering into this Agreement, Stockholder hereby irrevocably and unconditionally grants a proxy appointing Buyer Parent as such Stockholder's ’s attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder's ’s name, to vote, express, express consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.02 2.01 above as Buyer Parent or its proxy or substitute shall, in Buyer's Parent’s sole discretion, deem proper with respect to the Sharesoutstanding Company Shares Beneficially Owned by Stockholder. The proxy granted by Stockholder pursuant to this Article 1 2 is irrevocable and is granted in consideration of Buyer Parent and Acquisition Sub entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by Stockholder shall not be revoked exercised to vote, consent or act on any matter except as contemplated by Section 2.01 above. The proxy granted by Stockholder shall be revoked, terminated and of no further force or effect, automatically and without further action, upon termination of this Agreement in accordance with its terms. Stockholder shall use its best effort to cause any record owner of Shares to grant to Buyer a proxy to the same effect as that contained herein. Stockholder shall perform such further acts and executeSection 6.03 hereof.

Irrevocable Proxy. Stockholder hereby irrevocably and unconditionally revokes any and all previous proxies granted with respect to the Sharesoutstanding shares of Company Common Stock Beneficially Owned by Stockholder. By entering into this Agreement, Stockholder hereby irrevocably and unconditionally grants a proxy appointing Buyer Parent as such Stockholder's ’s attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder's ’s name, to vote, express, express consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.02 2.01 above as Buyer Parent or its proxy or substitute shall, in Buyer's Parent’s sole discretion, deem proper with respect to the Sharesoutstanding shares of Company Common Stock Beneficially Owned by Stockholder. The proxy granted by Stockholder pursuant to this Article 1 2 is irrevocable and is granted in consideration of Buyer Parent and Merger Subsidiary entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by Stockholder shall not be exercised to vote, consent or act on any matter except as contemplated by Section 2.01 above. The proxy granted by Stockholder shall be revoked after the Support Period upon termination of this Agreement in accordance with its terms. Stockholder shall use its best effort to cause any record owner of Shares to grant to Buyer a proxy to the same effect as that contained herein. Stockholder shall perform such further acts and execute.

Irrevocable Proxy. Each Stockholder hereby irrevocably and unconditionally revokes any and all previous proxies granted with respect to the its Subject Shares. By entering into this Agreement, each Stockholder hereby irrevocably and unconditionally grants a proxy appointing Buyer Purchaser as such Stockholder's attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder's name, to vote, express, consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.02 above 1.01 as Buyer Purchaser or its proxy or substitute shall, in BuyerPurchaser's sole discretion, deem proper with respect to the such Stockholder's Subject Shares. The proxy granted by such Stockholder pursuant to this Article 1 is coupled with an interest and is irrevocable and is granted in consideration of Buyer Parent and Purchaser entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The Each Stockholder shall perform such further acts and execute such further documents as may be required to vest in Purchaser the sole power to vote such Stockholder's Subject Shares. Notwithstanding the foregoing, the proxy granted by each Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. Stockholder shall use its best effort to cause any record owner of Shares to grant to Buyer a proxy to the same effect as that contained herein. Stockholder shall perform such further acts and execute.

Irrevocable Proxy. Stockholder hereby irrevocably and unconditionally revokes any and all previous proxies granted with respect to the Sharesoutstanding shares of Company Common Stock Beneficially Owned by Stockholder. By entering into this Agreement, Stockholder hereby irrevocably and unconditionally grants a proxy appointing Buyer Parent as such Stockholder's ’s attorney-in-fact and proxyproxy during the Support Period, with full power of substitution, for and in such Stockholder's ’s name, to vote, express, express consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.02 2.01 above as Buyer Parent or its proxy or substitute shall, in Buyer's Parent’s sole discretion, deem proper with respect to the Sharesoutstanding shares of Company Common Stock Beneficially Owned by Stockholder. The proxy granted by Stockholder pursuant to this Article 1 2 is irrevocable during the Support Period and is granted in consideration of Buyer Parent and Merger Subsidiary entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by Stockholder shall not be exercised to vote, consent or act on any matter except as contemplated by Section 2.01 above. The proxy granted by Stockholder under Section 2.01 above shall automatically be revoked immediately upon termination the end of this Agreement in accordance with its terms. Stockholder shall use its best effort to cause any record owner of Shares to grant to Buyer a proxy to the same effect as that contained herein. Stockholder shall perform such further acts and executeSupport Period.

Irrevocable Proxy. Stockholder hereby irrevocably and unconditionally revokes any and all previous proxies granted with respect to the Shares. By entering into this Agreement, Stockholder hereby irrevocably and unconditionally grants a proxy appointing Buyer as such Stockholder's attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder's name, to vote, express, consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.02 above as Buyer or its proxy or substitute shall, in Buyer's sole discretion, deem proper with respect to the Shares. The proxy granted by Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Buyer entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. Stockholder shall use its best effort to cause any record owner of Shares to grant to Buyer a proxy to the same effect as that contained herein. Stockholder shall perform such further acts and executeexecute such further documents as may be required to vest in Buyer the sole power to vote the Shares during the term of the proxy granted herein.

Irrevocable Proxy. Stockholder hereby irrevocably and unconditionally revokes any and all previous proxies granted with respect to the Shares. By entering into this Agreement, Stockholder hereby irrevocably and unconditionally grants a proxy appointing Buyer as such Stockholder's attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder's name, to vote, express, consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.02 above as Buyer or its proxy or substitute shall, in Buyer's sole discretion, deem proper with respect to the Shares. The proxy granted by Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Buyer entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. Stockholder shall use its best effort to cause any record owner of Shares to grant to Buyer a proxy to the same effect as that contained herein. Stockholder shall perform such further acts and executeexecute 3 such further documents as may be required to vest in Buyer the sole power to vote the Shares during the term of the proxy granted herein.

Irrevocable Proxy. Each Stockholder hereby irrevocably and unconditionally revokes any and all previous proxies granted with respect to the its Subject Shares. By entering into this Agreement, each Stockholder hereby irrevocably and unconditionally grants a proxy appointing Buyer a designee of Bidder (“Designee”) as such Stockholder's ’s attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder's ’s name, to vote, express, consent or dissent, or otherwise to utilize such voting power on the matters described in the manner contemplated by Section 1.02 above 1.01 as Buyer Designee or its proxy or substitute shall, in Buyer's Designee’s sole discretion, deem proper with respect to the such Stockholder’s Subject Shares. The proxy granted by such Stockholder pursuant to this Article 1 Section 1.02 is coupled with an interest and is irrevocable and is granted in consideration of Buyer Bidder entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The Each Stockholder shall perform such further acts and execute such further documents as may be required to vest in Designee the sole power to vote such Stockholder’s Subject Shares. Notwithstanding the foregoing, the proxy granted by each Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. Stockholder shall use its best effort to cause any record owner of Shares to grant to Buyer a proxy to the same effect as that contained herein. Stockholder shall perform such further acts and execute.