Proxy Card. The Shareholder will execute and deliver, or cause to be executed and delivered, within 48 hours of receipt, any proxy card or voting instruction form it receives that is sent to the shareholders of the Company soliciting proxies with respect to any matter described in Section 3, which shall be voted in the manner provided in Section 3; provided, however, that nothing herein shall prevent the Shareholder from revoking any such proxy card or voting instruction form upon the termination of this Agreement.
Proxy Card. Each Stockholder hereby irrevocably appoints Parent and any designee thereof as his or her proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written consent, if applicable) the Securities in accordance with Section 7 at any annual or special meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 7 is to be considered. Each Stockholder hereby represents that all proxies, powers of attorney, instructions or other requests given by such Stockholder prior to the execution of this Agreement in respect of the voting of such Stockholder’s Securities, if any, are not irrevocable and such Stockholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Stockholder’s Securities. Each Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy.
Proxy Card. Each Shareholder hereby irrevocably appoints Parent and any designee thereof as his or her proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written consent, if applicable) the Securities in accordance with Section 7 at any annual or special meeting of the Shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 7 is to be considered. Each Shareholder hereby represents that all proxies, powers of attorney, instructions or other requests given by such Shareholder prior to the execution of this Agreement in respect of the voting of such Shareholder's Securities, if any, are not irrevocable and such Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Shareholder's Securities. Each Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 9 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and is intended to be irrevocable prior to the termination of this Agreement in accordance with its terms. If for any reason the proxy granted herein is not irrevocable, then each Shareholder agrees to vote such Shareholder's Securities in accordance with Section 7 above.
Proxy Card. Any stockholder directly or indirectly soliciting proxies from other stockholders (other than on behalf the Corporation) must use a proxy card color other than white, which shall be reserved for exclusive use by the Corporation.
Proxy Card. The Stockholder will execute and deliver to the Company, or cause to be executed and delivered to the Company, within five business days of receipt, any proxy card sent to the stockholders of the Company soliciting proxies with respect to the Merger, which shall be voted in the manner provided in Section 6; it being understood that nothing herein shall prevent the Stockholder from revoking such proxy card upon the termination of this Agreement.
Proxy Card. PSCM will execute and deliver to the Company, or cause to be executed and delivered to the Company, on behalf of the Stockholders and each of its other Affiliates that acquires Beneficial Ownership of any Securities, within five business days of receipt, any proxy card sent to the stockholders of the Company soliciting proxies with respect to the Merger, which shall be voted in the manner provided in Section 6; it being understood that nothing herein shall prevent PSCM from revoking such proxy card upon the termination of this Agreement.
Proxy Card. Without limitation of the foregoing in Section 1.1, with respect to any meeting of the Company’s stockholders at which directors are elected, upon the request of any Stockholder (which shall be accompanied by a notice specifying the directors for election in accordance with Section 1.1, including the director candidates specified by Dong-A, if applicable), each other Stockholder shall, within five (5) business days following such request, (i) execute a proxy card voting the Owned Shares in accordance with the terms hereof (the “Proxy Card”), (ii) provide a copy or facsimile of such executed Proxy Card to such requesting Stockholder prior to delivering such Proxy Card to the Company or other soliciting party, and (iii) deliver the Proxy Card to the Company or other soliciting party in accordance with the applicable instructions thereon. Subsequent to the delivery of the Proxy Card, each Stockholder shall not withdraw such Proxy Card, modify any instruction thereon with respect to the election of directors or deliver any other proxy cards with respect to the election of directors. For the avoidance of doubt, the proviso to the first sentence of Section 1.1 shall apply to the execution of any Proxy Card under this Section 1.2.
Proxy Card. Each Shareholder hereby irrevocably appoints Parent and any designee thereof as its proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written consent, if applicable) the Securities in accordance with Section 7 at the Shareholders’ Meeting. Each Shareholder hereby represents that all proxies, powers of attorney, instructions or other requests given by such Shareholder prior to the execution of this Agreement in respect of the voting of such Shareholder’s Securities, if any, are not irrevocable and such Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Shareholder’s Securities. Each Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy.
Proxy Card. The Rollover Shareholder hereby irrevocably appoints Parent and any designee thereof as its proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written consent, if applicable) the Securities in accordance with Section 1.1
Proxy Card. Each Shareholder hereby irrevocably appoints Parent and any designee thereof as its proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written consent, if applicable) the Securities in accordance with Section 7 at any annual or special meeting of the Shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 7 is to be considered. Each Shareholder hereby represents that all proxies, powers of attorney, instructions or other requests given by such Shareholder prior to the execution of this Agreement in respect of the voting of such Shareholder’s Securities, if any, are not irrevocable and such Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Shareholder’s Securities. Each Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy.
