Common use of Proxy Card Clause in Contracts

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. Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 8 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. Each Shareholder hereby irrevocably appoints Parent and any designee thereof as its 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' MeetingShareholders 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 8 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 's Securities in accordance with Section 7 above.

Proxy Card. Each Shareholder Stockholder hereby irrevocably IRREVOCABLY appoints Parent the Company 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' Meetingstockholders 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 Stockholder hereby represents that all proxies, powers of attorney, instructions or other requests given by such Shareholder Stockholder prior to the execution of this Agreement in respect of the voting of such Shareholder's Stockholder’s Securities, if any, are not irrevocable and such Shareholder Stockholder 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 Stockholder’s Securities. Each Shareholder Stockholder 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 THE PROXY AND POWER OF ATTORNEY SET FORTH IN THIS SECTION 8 ARE IRREVOCABLE AND COUPLED WITH AN INTEREST. The proxy and power of attorney set forth in this Section 8 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 shall automatically terminate upon 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 aboveAgreement.

Proxy Card. Each Shareholder Stockholder 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' Meetingstockholders 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 Stockholder hereby represents that all proxies, powers of attorney, instructions or other requests given by such Shareholder Stockholder prior to the execution of this Agreement in respect of the voting of such Shareholder's Stockholder’s Securities, if any, are not irrevocable and such Shareholder Stockholder 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 Stockholder’s Securities. Each Shareholder Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 8 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 Stockholder under this Agreement. Each Shareholder Stockholder 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 Stockholder agrees to vote such Shareholder’s Stockholder's Securities in accordance with Section 7 above.