Common use of REVOCABLE PROXY Clause in Contracts

REVOCABLE PROXY. The Shareholder hereby revokes any and all previous proxies granted with respect to the Shares. By entering into this Agreement, and subject to the terms of this Section, the Shareholder hereby grants, or agrees to cause the applicable record holder to grant, a revocable proxy (the “Proxy”) appointing Company, R▇▇▇▇▇▇▇▇ C▇▇▇ ▇▇▇▇▇, T▇▇▇▇▇ ▇▇, and S▇▇▇ ▇▇▇▇▇, and each of them, as the Shareholder’s attorney-in-fact and proxy, with full power of substitution, for and in the Shareholder’s name, to vote or otherwise to utilize such voting power as such proxies or their proxies or any substitute shall, in their sole discretion, deem proper with respect to the Shares, for the purposes set forth in Section 2(a). The proxy granted by the Shareholder pursuant to this Section 3 is granted in consideration of Company entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. If the Shareholder fails for any reason to be counted as present, consent or vote the Shares in accordance with the requirements of Section 2 (or anticipatorily breaches such Section), then Company (and any other proxy named herein) shall have the right to cause to be present, consent or vote the Shares in accordance with the provisions of Section 2. The proxy granted by the Shareholder shall be automatically revoked upon termination of this Agreement in accordance with its terms.

REVOCABLE PROXY. The Shareholder hereby revokes any and all previous proxies granted with respect to the Shares. By entering into this Agreement, and subject to the terms of this Section, the Shareholder hereby grants, or agrees to cause the applicable record holder to grant, a revocable proxy (the “Proxy”) appointing CompanyP▇▇▇▇▇, RD▇▇▇▇ ▇▇▇▇▇▇, A▇▇▇▇ ▇▇▇▇▇▇▇▇▇ C▇▇▇ and R▇▇▇▇▇, T▇▇▇▇▇ ▇▇, and S▇▇▇ ▇▇▇▇▇, and each of them, as the Shareholder’s attorney-in-fact and proxy, with full power of substitution, for and in the Shareholder’s name, to vote or otherwise to utilize such voting power as such proxies or their proxies or any substitute shall, in their sole discretion, deem proper with respect to the Shares, for the purposes set forth in Section 2(a). The proxy granted by the Shareholder pursuant to this Section 3 is granted in consideration of Company Parent entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. If the Shareholder fails for any reason to be counted as present, consent or vote the Shares in accordance with the requirements of Section 2 (or anticipatorily breaches such Section), then Company Parent (and any other proxy named herein) shall have the right to cause to be present, consent or vote the Shares in accordance with the provisions of Section 2. The proxy granted by the Shareholder shall be automatically revoked upon termination of this Agreement in accordance with its terms.