Common use of Proxy Clause in Contracts

Proxy. In furtherance of the Shareholders’ agreement in Section 1(a), the Shareholders hereby appoint Parent and Parent’s designees, and each of them individually, as the Shareholders’ proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholders, to vote all Shareholder Shares (at any meeting of Shareholders of the Company however called or any adjournment thereof), or to execute one or more written consents in respect of the Shareholder Shares, (i) in favor of (A) the adoption of the Merger Agreement and the approval of the Transactions and (B) approval of any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes for adoption and approval of the foregoing on the date on which such meeting is held, (ii) against any action or agreement (including any amendment of any agreement) that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger Agreement, (iii) against any Takeover Proposal or any other proposal made in opposition to adoption of the Merger Agreement or otherwise inconsistent with the Transactions and (iv) against any agreement (including any amendment of any agreement), amendment of the Company Charter Documents or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the Merger. Such proxy shall be valid and irrevocable until the termination of this Agreement in accordance with Section 4. Each Shareholder represents that any and all other proxies heretofore given in respect of Shareholder Shares are revocable, and that such other proxies have been revoked. Each Shareholder affirms that the foregoing proxy is: (i) given (A) in connection with the execution of the Merger Agreement and (B) to secure the performance of such Shareholder’s duties under this Agreement, (ii) coupled with an interest and may not be revoked except as otherwise provided in this Agreement and (iii) intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of the NYBCL. All authority herein conferred shall survive the death or incapacity of each Shareholder and shall be binding upon the heirs, estate, administrators, personal representatives, successors and assigns of each Shareholder.

Proxy. In furtherance of the Shareholders’ Shareholder’s agreement in Section 1(a), but subject to the Shareholders following sentence, the Shareholder hereby appoint Parent appoints Xxxxxxxx X.X. Xxxxx, Xxxxx Xxxxxxxx, Xxxx Akunis and Parent’s Xxxxxxx Xxxxx, and each of their designees, and each of them individually, as the Shareholders’ Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the ShareholdersShareholder, to vote all the Shareholder Shares (at any meeting of Shareholders of the Company however called or any adjournment thereof)Meeting, or to execute one or more written consents in respect of the Shareholder Shares, (i) in favor of (A) the adoption approval of the Merger Agreement and the approval of the Transactions and (B) approval of any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes for adoption and approval of the foregoing on the date on which such meeting is heldTransactions, (ii) against any action or agreement (including including, without limitation, any amendment of any agreement) that the Shareholder is aware would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger AgreementAgreement or any of the Ancillary Agreements, (iii) against any Company Takeover Proposal or any other proposal made in opposition to adoption of the Merger Agreement or otherwise inconsistent with the Transactions and (iv) against any agreement (including including, without limitation, any amendment of any agreement), amendment of the Company Charter Documents or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the MergerMerger and/or the Transactions. Such proxy shall (A) be valid and irrevocable until the termination of this Agreement in accordance with Section 43 hereof and (B) automatically terminate upon the termination of this Agreement in accordance with Section 3 hereof. Each The Shareholder represents that any and all other proxies and voting instructions heretofore given in respect of the Shareholder Shares are revocable, and that such other proxies and voting instructions have been revoked. Each The Shareholder affirms that the foregoing proxy is: (ix) given (AI) in connection with the execution of the Merger Agreement and (BII) to secure the performance of such the Shareholder’s duties under this Agreement, (iiy) coupled with an interest and may not be revoked except as otherwise provided in this Agreement and (iiiz) intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of the NYBCLAgreement. All authority herein conferred shall survive the death or incapacity of each the Shareholder and shall be binding upon the heirs, estate, administrators, personal representatives, successors and assigns of each the Shareholder. To the extent necessary, the Shareholder shall deliver all documents that are reasonably necessary in order to enable the forgoing proxy to be implemented and effected for the purposes set forth therein.

Proxy. In furtherance of the Shareholders’ Shareholder’s agreement in Section 1(a), but subject to the Shareholders following sentence, Shareholder hereby appoint Parent appoints HFN Trust Company Ltd. and ParentHFN Trust Company Ltd.’s designees, and each of them individually, as the Shareholders’ Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the ShareholdersShareholder, to vote all Shareholder Shares (at any meeting of Shareholders shareholders of the Company however called or any adjournment thereof), or to execute one or more written consents in respect of the Shareholder Shares, (i) in favor of (A) the adoption of the Merger Agreement and the approval of the Transactions and (B) approval of any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes for adoption and approval of the foregoing on the date on which such meeting is heldTransactions, (ii) against any action or agreement (including including, without limitation, any amendment of any agreement) that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger Agreement, (iii) against any Takeover Proposal or any other proposal made in opposition to adoption of the Merger Agreement or otherwise inconsistent with the Transactions and (iv) against any agreement (including including, without limitation, any amendment of any agreement), amendment of the Company Charter Documents or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the Merger. Such proxy shall (A) be valid and irrevocable until the termination of this Agreement in accordance with Section 43 hereof and (B) automatically terminate upon the termination of this Agreement in accordance with Section 3 hereof. Each Shareholder represents that any and all other proxies heretofore given in respect of the Shareholder Shares are revocable, and that such other proxies have been revoked. Each Shareholder affirms that the foregoing proxy is: (ix) given (AI) in connection with the execution of the Merger Agreement and (BII) to secure the performance of such Shareholder’s duties under this Agreement, (iiy) coupled with an interest and may not be revoked except as otherwise provided in this Agreement and (iiiz) intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of the NYBCLAgreement. All authority herein conferred shall survive the death or incapacity of each Shareholder and shall be binding upon the heirs, estate, administrators, personal representatives, successors and assigns of each Shareholder.

Proxy. In furtherance 2.1 The Stockholder, by this Agreement does hereby constitute and appoint Parent, or any nominee of the Shareholders’ agreement in Section 1(a)Parent, the Shareholders hereby appoint Parent and Parent’s designees, and each of them individually, as the Shareholders’ proxy and attorney-in-fact (with full power of substitution, during and for the Proxy Term (as hereinafter defined), as Stockholder's true and lawful attorney and irrevocable proxy, for and in the Stockholder's name, place and stead of the Shareholdersstead, to vote all Shareholder each of the Shares (as Stockholder's proxy, at any every meeting of Shareholders of the Company however called Stockholders or any adjournment thereof), thereof or to execute one or more in connection with any written consents in respect consent of the Shareholder SharesCompany Stockholders, (i) in favor of (A) the approval and adoption of the Merger Agreement and the Agreement, approval of the Transactions Merger and (B) approval of any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes for adoption and approval other action of the foregoing on the date on which such meeting is held, Company Stockholders requested in furtherance thereof; (ii) against any action or agreement (including any amendment submitted for approval of any agreement) the Company Stockholders that would reasonably be expected to result in a breach of any representation, warranty, covenant, agreement representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Stockholder contained in this Agreement, ; and (iii) against any Takeover Acquisition Proposal or any other proposal made in opposition action, agreement or transaction submitted for approval to adoption of the Merger Agreement or otherwise inconsistent with the Transactions and (iv) against any agreement (including any amendment of any agreement), amendment of the Company Charter Documents or other action Stockholders that is intended intended, or could reasonably be expected expected, to prevent, impede, interfere or be inconsistent with, delay, postpone postpone, discourage or discourage adversely affect the consummation of the Merger. Such proxy shall be valid and irrevocable until the termination of Merger or this Agreement in accordance with Section 4. Each Shareholder represents that any and all other proxies heretofore given in respect of Shareholder Shares are revocableAgreement, and that such other proxies have been revoked. Each Shareholder affirms that the foregoing proxy isincluding: (i) given (A) in connection with any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the execution of Company or its Subsidiaries (other than the Merger Agreement and Merger); or (B) to secure the performance a sale, lease or transfer of such Shareholder’s duties under this Agreement, (ii) coupled with an interest and may not be revoked except as otherwise provided in this Agreement and (iii) intended to be irrevocable prior to termination a material amount of this Agreement in accordance with the provisions assets of the NYBCL. All authority herein conferred shall survive Company or any of its Subsidiaries or a reorganization, recapitalization or liquidation of the death Company or incapacity any of each Shareholder and shall be binding upon the heirs, estate, administrators, personal representatives, successors and assigns of each Shareholderits Subsidiaries.

Proxy. In furtherance of the Shareholders’ Shareholder’s agreement in Section 1(a), but subject to the Shareholders following sentence, the Shareholder hereby appoint Parent appoints Cxxxxxxx X.X. Xxxxx, Sxxxx Xxxxxxxx, Mxxx Akunis and Parent’s Mxxxxxx Xxxxx, and each of their designees, and each of them individually, as the Shareholders’ Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the ShareholdersShareholder, to vote all the Shareholder Shares (at any meeting of Shareholders of the Company however called or any adjournment thereof)Meeting, or to execute one or more written consents in respect of the Shareholder Shares, (i) in favor of (A) the adoption approval of the Merger Agreement and the approval of the Transactions and (B) approval of any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes for adoption and approval of the foregoing on the date on which such meeting is heldTransactions, (ii) against any action or agreement (including including, without limitation, any amendment of any agreement) that the Shareholder is aware would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger AgreementAgreement or any of the Ancillary Agreements, (iii) against any Company Takeover Proposal or any other proposal made in opposition to adoption of the Merger Agreement or otherwise inconsistent with the Transactions and (iv) against any agreement (including including, without limitation, any amendment of any agreement), amendment of the Company Charter Documents or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the MergerMerger and/or the Transactions. Such proxy shall (A) be valid and irrevocable until the termination of this Agreement in accordance with Section 43 hereof and (B) automatically terminate upon the termination of this Agreement in accordance with Section 3 hereof. Each The Shareholder represents that any and all other proxies and voting instructions heretofore given in respect of the Shareholder Shares are revocable, and that such other proxies and voting instructions have been revoked. Each The Shareholder affirms that the foregoing proxy is: (ix) given (AI) in connection with the execution of the Merger Agreement and (BII) to secure the performance of such the Shareholder’s duties under this Agreement, (iiy) coupled with an interest and may not be revoked except as otherwise provided in this Agreement and (iiiz) intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of the NYBCLAgreement. All authority herein conferred shall survive the death or incapacity of each the Shareholder and shall be binding upon the heirs, estate, administrators, personal representatives, successors and assigns of each the Shareholder. To the extent necessary, the Shareholder shall deliver all documents that are reasonably necessary in order to enable the forgoing proxy to be implemented and effected for the purposes set forth therein.

Proxy. In furtherance Stockholder hereby irrevocably (to the fullest extent permitted by law) appoints and constitutes each of Merger Sub and Parent the attorneys and proxies of the Shareholders’ agreement in Section 1(a), the Shareholders hereby appoint Parent and Parent’s designees, and each of them individually, as the Shareholders’ proxy and attorney-in-fact (undersigned with full power of substitution)substitution and resubstitution, for and in to the name, place and stead full extent of the Shareholdersundersigned's rights with respect to the Subject Securities. Upon the execution hereof, all prior proxies given by the Stockholder with respect to any of the Shares are hereby revoked, and the Stockholder agrees that no subsequent proxies will be given with respect to any of the Subject Securities. This proxy is irrevocable, is coupled with an interest between Parent and the Stockholder and is granted in consideration of Parent entering into the Merger Agreement. The attorneys and proxies named above will be empowered, and may exercise this proxy, to vote all Shareholder the Shares (at any time until the Expiration Date at any meeting of Shareholders the stockholders of the Company Company, however called or any adjournment thereof)called, or to execute one or more in connection with any solicitation of written consents in respect from stockholders of the Shareholder SharesCompany, (i) in favor of (A) the approval and adoption of the Merger Agreement and the approval of the Transactions Merger, and (B) approval in favor of any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes for adoption and approval each of the foregoing on other actions contemplated by the date on which such meeting is heldMerger Agreement, (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination between the Company and any person or entity (other than the Merger) and (iii) against any action or agreement (including any amendment of any agreement) that would result in a breach of any representation, warranty, covenant, agreement representation or other obligation of the Company warranty contained in the Merger Agreement, (iii) against any Takeover Proposal or any other proposal made in opposition to adoption of the Merger Agreement or otherwise inconsistent with the Transactions and (iv) against would result in any obligation or agreement (including any amendment of any agreement), amendment of the Company Charter Documents under the Merger Agreement not being fulfilled or other action that is intended would result in the Company being required to pay to Parent or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage Merger Sub the consummation of the Merger. Such proxy shall be valid and irrevocable until the termination of this Agreement fee contemplated in accordance with Section 4. Each Shareholder represents that any and all other proxies heretofore given in respect of Shareholder Shares are revocable, and that such other proxies have been revoked. Each Shareholder affirms that the foregoing proxy is: (i) given (A) in connection with the execution 7.2 of the Merger Agreement and (B) to secure Agreement. The Stockholder may vote the performance of such Shareholder’s duties under this Agreement, (ii) coupled with an interest and may not be revoked except as otherwise provided in this Agreement and (iii) intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of the NYBCLSubject Securities on all other matters. All authority herein conferred shall survive the death or incapacity of each Shareholder and This proxy shall be binding upon the heirs, estate, administratorsexecutors, personal representatives, successors and assigns of each Shareholderthe Stockholder (including any transferee of any of the Subject Securities). This proxy shall terminate upon the Expiration Date.

Proxy. In furtherance of the Shareholders’ agreement in Section 1(a), the Shareholders hereby appoint Parent and Parent’s designees, and each of them individually, as the Shareholders’ proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholders, to vote all Shareholder Shares (at any meeting of Shareholders of the Company however called or any adjournment or postponement thereof), or to execute one or more written consents in respect of the Shareholder Shares, (i) in favor of the (A) the adoption of the Merger Agreement Agreement, the approval of the Transactions and the approval of any proposal or action which the Company’s shareholders are requested to consider that could reasonably be expected to facilitate the Transactions and (B) approval of any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes for adoption and approval of the foregoing on the date on which such meeting is held, (ii) against any action or agreement (including any amendment of any agreement) that would constitute, or could reasonably be expected to result in in, a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger Agreement, (iii) against any Takeover Proposal or any other proposal made in opposition to adoption of the Merger Agreement or otherwise inconsistent with the Transactions and (iv) against any agreement (including any amendment of any agreement), amendment of the Company Charter Documents or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the Merger. Such proxy shall be valid and irrevocable until the termination of this Agreement in accordance with Section 4. Each Shareholder represents that any and all other proxies heretofore given in respect of Shareholder Shares are revocable, and that such other proxies have been revoked. Each Shareholder affirms that the foregoing proxy is: (i) given (A) in connection with the execution of the Merger Agreement and (B) to secure the performance of such Shareholder’s duties under this Agreement, (ii) coupled with an interest and may not be revoked except as otherwise provided in this Agreement and (iii) intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of the NYBCLMBCA. All authority herein conferred shall survive the death or incapacity of each Shareholder and shall be binding upon the heirs, estate, administrators, personal representatives, successors and assigns of each Shareholder.