Common use of Nature of Irrevocable Proxy Clause in Contracts

Nature of Irrevocable Proxy. Until the Expiration Time, the proxy and power of attorney granted pursuant to Section 4.1 by each Stockholder shall be irrevocable, 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 Stockholder with regard to such Stockholder’s Parent Common Stock, including New Parent Common Stock, beneficially owned or owned of record by such Stockholder, and such Stockholder acknowledges that the proxy constitutes an inducement for the Company to enter into the Arrangement Agreement. The power of attorney granted by each Stockholder is a durable power of attorney and shall survive the bankruptcy, dissolution, death or incapacity of such Stockholder. The proxy and power of attorney granted hereunder shall terminate at the Expiration Time.

Nature of Irrevocable Proxy. Until the Expiration Time, the The proxy and power of attorney granted pursuant to Section 4.1 2.2 by each Stockholder shall be irrevocableirrevocable during the Voting Period, 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 Stockholder with regard to such Stockholder’s Parent Common Stock, including Owned Shares or any New Parent Common Stock, beneficially owned or owned of record Shares acquired by such Stockholder, and such Stockholder acknowledges that the proxy constitutes an inducement for the Company Parent and Sub to enter into the Arrangement Merger Agreement. The power of attorney granted by each Stockholder is a durable power of attorney and shall survive the bankruptcy, dissolution, death or incapacity of such Stockholder. The proxy and power of attorney granted hereunder shall terminate at only upon the Expiration Timeexpiration of the Voting Period.