Common use of Voting and Proxy Clause in Contracts

Voting and Proxy. (a) If an Event of Noncompliance shall have been declared in accordance with the Stockholders' Agreement, then, with respect to all actions to be taken by the Company or its stockholders (whether by proxy or consent) on which the Common Stockholders have the right, by statute or otherwise, to vote, whether as a separate class or together with other classes of the Company's capital stock, each Common Stockholder hereby irrevocably (i) makes, constitutes and appoints the Preferred Stock Designee to act as such Common Stockholder's true and lawful proxy and attorney-in-fact in the name and on behalf of such Common Stockholder, with full power to appoint a substitute or substitutes with respect to the Shares owned by such Common Stockholder, (ii) directs the Preferred Stock Designee to vote the Shares owned by such Common Stockholder, at any time and from time to time, with respect to all actions to be taken by the Company or its stockholders (whether by proxy or consent) on which the Common Stockholders have the right, by statute or otherwise, to vote, whether as a separate class or together with other classes of the Company's capital stock, in the place and stead of the Common Stockholder and (iii) agrees to cooperate generally with the Preferred Stock Designee and the Preferred Stockholders in implementing the decisions of the Preferred Stockholders with respect to the future course of the Company. By giving this proxy each Common Stockholder hereby revokes any other proxy granted by such Common Stockholder to vote any of the Shares owned by him, her or it. The proxy granted herein shall expire on the date of termination of this Agreement. (b) All power and authority hereby conferred is coupled with an interest and is irrevocable, shall not be terminated by any act of the Common Stockholders or any of them or by operation of law, by lack of appropriate power or authority, or by the occurrence of any other event or events and shall be binding upon all beneficiaries, heirs at law, legatees, distributees, successors,