Common use of Voting Proxy Clause in Contracts

Voting Proxy. (a) Each of the Shareholder Parties agrees to vote or consent (or cause to be voted or consented), in person or by proxy, all shares of Company Common Stock beneficially owned or held of record by such Shareholder Party or to which such Shareholder Party has, directly or indirectly, the right to vote or direct the voting (the “Subject Shares”) in favor of the Merger Agreement, the Merger and the other Transactions and any other matter required to effect the Transactions (including one or more adjournments if necessary to solicit additional proxies if there are insufficient votes at the time of any meeting held to approve the Merger Agreement) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company called to consider such matters; and in the event the approval of such matters is sought through an action by written consent of the stockholders in lieu of a meeting, to timely execute and deliver such written consent in favor of such matters. (b) Each of the Shareholder Parties agrees to vote or consent (or cause to be voted or consented), in person or by proxy, all Subject Shares (i) against any Acquisition Proposal or any agreement or transaction with respect to any Acquisition Proposal and (ii) against any amendment of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiaries (as defined in the Merger Agreement), which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other Transactions or change in any manner the voting rights of Company Common Stock, in each case at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company called to consider such matters; and in the event the approval of such matters is sought through an action by written consent of the stockholders in lieu of a meeting, to not consent to such action; provided, however, for all purposes of this Agreement, after the termination of the Merger Agreement, the “Subject Shares” shall be limited to the aggregate number of shares of Company Common Stock equal to 35% of the total outstanding shares of Company Common Stock as of the date the Merger Agreement is terminated (which Subject Shares will be allocated among the Shareholder Parties in their discretion). (c) In order to effectuate the parties’ intent under Section 3.1(a) and Section 3.1(b), each Shareholder Party hereby grants to ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇, with full power of substitution and resubstitution, an irrevocable proxy, which proxy is coupled with an interest, to exercise all voting, consent and similar rights of the Shareholder Party with respect to the Subject Shares (including, without limitation, the power to execute and deliver written consents) at every annual, special, adjourned or postponed meeting of stockholders of the Company and in every written consent in lieu of such meeting: (i) in favor of the Merger Agreement, the Merger and the other Transactions and any other matter required to effect the Transactions (including in favor of one or more adjournments if necessary to solicit additional proxies if there are insufficient votes at the time of any meeting held to approve the Merger Agreement); (ii) against any Acquisition Proposal or any agreement or transaction with respect to any Acquisition Proposal; and (iii) against any amendment of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other Transactions or change in any manner the voting rights of Company Common Stock.

Voting Proxy. Until immediately after the listing for trading on a stock exchange or market or trading system of the Company’s (aor the Successor Corporation’s) shares, the Shares subject to an Award or to be issued pursuant to an Award or any other Securities, shall, unless otherwise determined by the Committee, be subject to an irrevocable proxy and power of attorney by the Grantee, the Representative or the Trustee (if so requested by the Company), as the case may be, to the Company, which shall designate such person or persons (with a right of substitution) from time to time as determined by the Committee (and in the absence of such determination, the CEO or Chairman of the Board, ex officio). Each of the Shareholder Parties agrees to vote or consent (or cause Trustee and the Representative is deemed to be voted instructed by the Grantee to sign such proxy, as requested by the Company. The proxy shall entitle the holder thereof to receive notices, vote and take such other actions in respect of the Shares or consentedother Securities. Any person holding or exercising such voting proxies shall do so solely in his capacity as the proxy holder and not individually. All Awards granted hereunder shall be conditioned upon the execution of such irrevocable proxy in substantially the form prescribed by the Committee from time to time. So long as any such Shares are subject to such irrevocable proxy and power of attorney or held by a the Representative or the Trustee (and unless a proxy was given by them as aforesaid), in person or by proxy, all shares of Company Common Stock beneficially owned or held of record by such Shareholder Party or to which such Shareholder Party has, directly or indirectly, the right to vote or direct the voting (the “Subject Shares”i) in favor of the Merger Agreement, the Merger and the other Transactions and any other matter required to effect the Transactions (including one shareholders meeting or more adjournments if necessary to solicit additional proxies if there are insufficient votes at the time of any meeting held to approve the Merger Agreement) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company called to consider such matters; and in the event the approval of such matters is sought through an action by written consent of the stockholders in lieu of a meeting, to timely execute and deliver such written consent in favor of lieu thereof, such matters. Shares shall be voted by the proxy holder (b) Each or the Trustee or Representative, as applicable),unless directed otherwise by the Board, in the same proportion as the result of the Shareholder Parties agrees to vote or consent at the shareholders’ meeting (or cause to be written consent in lieu thereof) in respect of which the Shares are being voted (whether an extraordinary or consentedannual meeting, and whether of the share capital as one class or of any class thereof), in person or by proxy, all Subject Shares (i) against any Acquisition Proposal or any agreement or transaction with respect to any Acquisition Proposal and (ii) against or in any amendment act or consent of shareholders under the Company’s certificate Articles of incorporation Association or bylaws otherwise, such Shares shall be cast by the proxy holder (or other proposal the Trustee or transaction involving Representative, as applicable), unless directed otherwise by the Company or any of its Subsidiaries (as defined Board, in the Merger Agreement), which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify same proportion as the Merger, the Merger Agreement or any result of the other Transactions shareholders’ act or change in any manner the voting rights of Company Common Stock, in each case at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company called to consider such matters; and in the event the approval of such matters is sought through an action by written consent of the stockholders in lieu of a meeting, to not consent to such action; provided, however, for all purposes consent. The provisions of this Agreement, after the termination of the Merger Agreement, the “Subject Shares” Section shall be limited apply to the aggregate number of shares of Company Common Stock equal Grantee and to 35% of the total outstanding shares of Company Common Stock as of the date the Merger Agreement is terminated (which Subject Shares will be allocated among the Shareholder Parties in their discretion). (c) In order to effectuate the parties’ intent under Section 3.1(a) and Section 3.1(b)any purchaser, each Shareholder Party hereby grants to ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇, with full power of substitution and resubstitution, an irrevocable proxy, which proxy is coupled with an interest, to exercise all voting, consent and similar rights of the Shareholder Party with respect to the Subject Shares (including, without limitation, the power to execute and deliver written consents) at every annual, special, adjourned assignee or postponed meeting of stockholders of the Company and in every written consent in lieu of such meeting: (i) in favor of the Merger Agreement, the Merger and the other Transactions and any other matter required to effect the Transactions (including in favor of one or more adjournments if necessary to solicit additional proxies if there are insufficient votes at the time transferee of any meeting held to approve the Merger Agreement); (ii) against any Acquisition Proposal or any agreement or transaction with respect to any Acquisition Proposal; and (iii) against any amendment of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other Transactions or change in any manner the voting rights of Company Common StockShares.

Voting Proxy. (a) Each of the Shareholder Parties Co-Investors agrees to vote or consent (or cause to be voted or consented), in person or by proxy, all shares of Company Common Stock beneficially owned or held of record by such Shareholder Party Co-Investor or to which such Shareholder Party Co-Investor has, directly or indirectly, the right to vote or direct the voting (the “Subject Shares”) in favor of the Merger Agreement, the Merger and the other Transactions and any other matter required to effect the Transactions (including one or more adjournments if necessary to solicit additional proxies if there are insufficient votes at the time of any meeting held to approve the Merger Agreement) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company called to consider such matters; and in the event the approval of such matters is sought through an action by written consent of the stockholders in lieu of a meeting, to timely execute and deliver such written consent in favor of such matters. (b) Each of the Shareholder Parties Co-Investors agrees to vote or consent (or cause to be voted or consented), in person or by proxy, all Subject Shares (i) against any Acquisition Proposal or any agreement or transaction with respect to any Acquisition Proposal and (ii) against any amendment of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiaries (as defined in the Merger Agreement), which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other Transactions or change in any manner the voting rights of Company Common Stock, in each case at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company called to consider such matters; and in the event the approval of such matters is sought through an action by written consent of the stockholders in lieu of a meeting, to not consent to such action; provided, however, for all purposes of this Agreement, after the termination of the Merger Agreement, the “Subject Shares” shall be limited to the aggregate number of shares of Company Common Stock equal to 35% of the total outstanding shares of Company Common Stock as of the date the Merger Agreement is terminated (which Subject Shares will be allocated among the Shareholder Parties in their discretion). (c) In order to effectuate the parties’ intent under Section 3.1(a) and Section 3.1(b), each Shareholder Party Co-Investor hereby grants to ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇, with full power of substitution and resubstitution, an irrevocable proxy, which proxy is coupled with an interest, to exercise all voting, consent and similar rights of the Shareholder Party Co-Investor with respect to the Subject Shares (including, without limitation, the power to execute and deliver written consents) at every annual, special, adjourned or postponed meeting of stockholders of the Company and in every written consent in lieu of such meeting: (i) in favor of the Merger Agreement, the Merger and the other Transactions and any other matter required to effect the Transactions (including in favor of one or more adjournments if necessary to solicit additional proxies if there are insufficient votes at the time of any meeting held to approve the Merger Agreement); (ii) against any Acquisition Proposal or any agreement or transaction with respect to any Acquisition Proposal; and (iii) against any amendment of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other Transactions or change in any manner the voting rights of Company Common Stock.

Voting Proxy. (a) Each Liberty agrees that, at any meeting of the Shareholder Parties agrees stockholders of DIRECTV, however called, or at any adjournment or postponement thereof (a “DIRECTV Stockholders’ Meeting”), or in any other circumstances upon which a vote, consent or other approval (including, without limitation, by written consent) is sought or obtained by or from the stockholders of DIRECTV, Liberty shall: (i) (x) when a DIRECTV Stockholders’ Meeting is held, appear at such DIRECTV Stockholders’ Meeting or otherwise cause the Liberty Shares that represent Excess Voting Power to vote or consent be counted as present thereat for the purpose of establishing a quorum, and (or y) cause the Liberty Shares that represent Excess Voting Power to be voted in the same manner as, and in the same proportion to, the votes or consentedactions of all DIRECTV stockholders, other than the votes or actions of the Purchaser Group, at any such DIRECTV Stockholders’ Meeting or under any such other circumstances upon which a vote, consent or other approval (including, without limitation, by written consent) is sought or obtained by or from the stockholders of DIRECTV; and (ii) notwithstanding Section 3(a)(i), (x) if DIRECTV proposes to amend Section 6 of Article V of the DIRECTV Certificate as set forth in person or by proxy, all shares of Company Common Stock beneficially owned or held of record by such Shareholder Party or to which such Shareholder Party has, directly or indirectly, the right to vote or direct the voting Exhibit A (the “Subject SharesAmendment”), and proposes to have the Amendment approved at a DIRECTV Stockholders’ Meeting, Liberty shall appear at such DIRECTV Stockholders’ Meeting or otherwise cause the Liberty Shares to be counted as present thereat for the purpose of establishing a quorum, and (y) cause the Liberty Shares to be voted in favor of the Merger AgreementAmendment, the Merger and the other Transactions and any other matter required to effect the Transactions (including one or more adjournments if necessary to solicit additional proxies if there are insufficient votes at the time of any meeting held to approve the Merger Agreement) at any meeting such DIRECTV Stockholders’ Meeting or under any such other circumstances upon which such vote, consent or other approval (whether annual including, without limitation, by written consent) in respect of the Amendment is sought or special and whether obtained by or not an adjourned or postponed meeting) of from the stockholders of the Company called to consider such matters; and in the event the approval of such matters is sought through an action by written consent of the stockholders in lieu of a meeting, to timely execute and deliver such written consent in favor of such mattersDIRECTV. (b) Each of the Shareholder Parties agrees to vote or consent (or cause to be voted or consented), in person or by proxy, all Subject Shares (i) against any Acquisition Proposal or any agreement or transaction with With respect to any Acquisition Proposal and (ii) against any amendment of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiaries (as defined in the Merger Agreement), which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other Transactions or change in any manner the voting rights of Company Common Stock, in each case at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company called to consider such matters; and in the event the approval of such matters is sought through an stockholder action by written consent in respect of any matter, Liberty and DIRECTV agree that Liberty shall not vote Liberty Shares that represent Excess Voting Power unless the stockholders in lieu of a meeting, to not consent to such action; provided, however, for all purposes of this Agreement, after the termination of the Merger Agreement, the “Subject Shares” shall be limited Independent Directors have consented to the aggregate number same in advance. The provisions of shares of Company Common Stock equal Section 3(a)(i) shall not apply to 35% of the total outstanding shares of Company Common Stock as of the date the Merger Agreement is terminated (any Liberty Shares which Subject Shares will be allocated among the Shareholder Parties in their discretion)do not represent Excess Voting Power. (c) In order to effectuate the parties’ intent As a means of ensuring Liberty’s obligations under Section 3.1(a3(a), Liberty hereby irrevocably constitutes and appoints any officer(s) of DIRECTV designated as proxy or proxies by the Independent Directors (“Designated Proxy”) as its attorney and proxy in accordance with the General Corporation Law of the State of Delaware (the “General Corporation Law”), with full power of substitution and re-substitution, to cause: (i) Liberty Shares representing Excess Voting Power to be voted at any DIRECTV Stockholders’ Meeting, to execute consents in respect of its Liberty Shares representing Excess Voting Power as, and to the extent, provided in Sections 3(a)(i) and (b) and to take all action contemplated in Sections 3(a)(i) and (b) on behalf of Liberty (the “Excess Voting Power Proxy”); and (ii) Liberty Shares to be voted at any DIRECTV Stockholders’ Meeting, to execute consents in respect of the Liberty Shares as, and to the extent, provided in Section 3.1(b3(a)(ii) and to take all action contemplated in Section 3(a)(ii) on behalf of Liberty (the “Amendment Proxy”). Liberty hereby revokes all other proxies and powers of attorney with respect to its Liberty Shares that may have heretofore been appointed or granted which are inconsistent with the provisions hereof, each Shareholder Party and represents that any proxies heretofore given in respect of its Liberty Shares, if any, are revocable. (d) Liberty hereby grants affirms that the irrevocable proxy is coupled with an interest and is intended to ▇be irrevocable in accordance with the provisions of Section 212 of the General Corporation Law. If for any reason the proxy granted herein is not irrevocable or is for any reason unenforceable, then ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇, irrevocably agrees to vote or to direct the voting or the execution of written consents in respect of its Liberty Shares in accordance with full power of substitution and resubstitution, an Section 3(a). (e) The irrevocable proxy, Excess Voting Power Proxy shall automatically terminate on the date on which proxy is coupled this Agreement terminates in accordance with an interest, Section 8. The irrevocable Amendment Proxy shall automatically terminate upon the first to exercise all voting, consent and similar rights occur of the Shareholder Party following: (A) the date on which this Agreement terminates in accordance with respect Section 8, and (B) the date on which the Amendment is approved by the requisite vote of stockholders at a DIRECTV Stockholders’ Meeting or by written consent of DIRECTV stockholders. Prior to such dates, the Excess Voting Power Proxy and the Amendment Proxy shall not be terminated by any act of Liberty or by operation of law, or by the occurrence of any other event or events, it being understood that actions taken by the Designated Proxy hereunder prior to the Subject Shares termination of this Agreement shall be and remain valid as if such event or events had not occurred, regardless of whether or not DIRECTV has received notice of the same. For avoidance of doubt, termination of the irrevocable Amendment Proxy shall not affect in any manner, revoke or terminate the irrevocable Excess Voting Power Proxy. (f) The inspector of elections at any DIRECTV Stockholders’ Meeting shall have the sole authority to make any determinations with regard to the voting of Liberty Shares, including, without limitation, the power to execute and deliver written consents) at every annual, special, adjourned or postponed meeting of stockholders of the Company and in every written consent in lieu of such meeting: (i) in favor of the Merger Agreement, the Merger and the other Transactions Liberty Shares that represent Excess Voting Power and any other matter determinations required to effect the Transactions (including in favor under this Section 3 and any determination by such inspector of one or more adjournments if necessary to solicit additional proxies if there are insufficient votes at the time of any meeting held to approve the Merger Agreement); (ii) against any Acquisition Proposal or any agreement or transaction with respect to any Acquisition Proposal; elections shall be conclusive and (iii) against any amendment of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiariesbinding, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other Transactions or change in any manner the voting rights of Company Common Stockabsent manifest error.

Voting Proxy. During the term of this Agreement: (a) Each of the Shareholder Parties agrees to vote or consent (or cause to be voted or consented), in person or by proxy, all shares of Company Common Stock beneficially owned or held of record by such Shareholder Party or to which such Shareholder Party has, directly or indirectly, the right to vote or direct the voting (the “Subject Shares”) in favor of the Merger Agreement, the Merger and the other Transactions and any other matter required to effect the Transactions (including one or more adjournments if necessary to solicit additional proxies if there are insufficient votes at the time of any meeting held to approve the Merger Agreement) at any meeting (whether annual or special and whether or not an adjourned or postponed meetinga “Meeting”) of stockholders of the Company called to consider such matters; and in the event the approval of such matters is sought through an action by written consent of the stockholders in lieu of a meeting, to timely execute and deliver such written consent in favor of such matters. (b) Each of the Shareholder Parties agrees to vote or consent (or cause to be voted or consented), in person or by proxy, all Subject Shares (i) against any Acquisition Proposal or any agreement or transaction with respect to any Acquisition Proposal and (ii) against any amendment of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiaries (as defined in the Merger Agreement)shareholders convened, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other Transactions or change in any manner the voting rights of Company Common Stock, in each case and at any meeting (whether annual adjournment or special and whether or not an adjourned or postponed meeting) of stockholders of the Company called postponement thereof, to consider such matters; and in the event vote upon the approval of such matters is sought through an action by written consent of the stockholders in lieu of a meeting, to not consent to such action; provided, however, for all purposes of this Agreement, after Arrangement Agreement and the termination of the Merger AgreementArrangement, the “Subject Shares” shall be limited Shareholder agrees to the aggregate number of shares of vote all Company Common Stock equal to 35% of the total outstanding shares of Company Common Stock as of the date the Merger Agreement is terminated (which Subject Shares will be allocated among that the Shareholder Parties in their discretion). beneficially owns or hereinafter acquires beneficial ownership of (cthe “Securities”) In order to effectuate the parties’ intent under Section 3.1(a) and Section 3.1(b), each Shareholder Party hereby grants to ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇, with full power of substitution and resubstitution, an irrevocable proxy, which proxy is coupled with an interest, to exercise all voting, consent and similar rights of the Shareholder Party with respect is entitled to the Subject Shares (including, without limitation, the power to execute and deliver written consents) at every annual, special, adjourned or postponed meeting of stockholders of the Company and in every written consent in lieu of such meeting: vote (i) in favor of the Merger Agreement, approval and adoption of the Merger Arrangement Agreement and the other Transactions and any other matter required to effect the Transactions (including in favor of one or more adjournments if necessary to solicit additional proxies if there are insufficient votes at the time of any meeting held to approve the Merger Agreement)Arrangement; (ii) against approval of any Acquisition Proposal proposal made in opposition to or any agreement or transaction in competition with respect to any Acquisition Proposalthe consummation of the Arrangement and the Arrangement Agreement; and (iii) against any amendment other proposal or action that would, or would reasonably be expected to, prohibit or discourage the Arrangement; (b) upon the request or direction of TAG, the Shareholder shall, no later than five Business Days prior to any Meeting, execute and deliver (or cause to be executed and delivered) a proxy or a voting instruction form, as applicable, in connection with such Meeting that: (i) appoints such person designated by TAG to attend and act on behalf of the Shareholder at such Meeting; and (ii) instructs such Securities be voted at such Meeting in accordance with Section 1(a)(i); (c) the Shareholder shall not, without prior written consent of TAG, revoke any proxies or voting instruction forms executed and delivered pursuant to this Agreement; (d) the Shareholder shall not, without the prior written consent of TAG, requisition or join in the requisition of any meeting of the Company’s certificate shareholders for the purpose of incorporation or bylaws or other proposal or transaction involving the Company or considering any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or resolution with respect to any of the other Transactions matters referred to in Section 1(a)(i); and (e) the Shareholder shall not do anything to frustrate or change in any manner hinder the voting rights consummation of Company Common Stockthe Arrangement.

Voting Proxy. During the term of this Agreement: (a) Each of the Shareholder Parties agrees to vote or consent (or cause to be voted or consented), in person or by proxy, all shares of Company Common Stock beneficially owned or held of record by such Shareholder Party or to which such Shareholder Party has, directly or indirectly, the right to vote or direct the voting (the “Subject Shares”) in favor of the Merger Agreement, the Merger and the other Transactions and any other matter required to effect the Transactions (including one or more adjournments if necessary to solicit additional proxies if there are insufficient votes at the time of any meeting held to approve the Merger Agreement) at any meeting (whether annual or special and whether or not an adjourned or postponed meetinga “Meeting”) of stockholders of the Company called to consider such matters; and in the event the approval of such matters is sought through an action by written consent of the stockholders in lieu of a meeting, to timely execute and deliver such written consent in favor of such matters. (b) Each of the Shareholder Parties agrees to vote or consent (or cause to be voted or consented), in person or by proxy, all Subject Shares (i) against any Acquisition Proposal or any agreement or transaction with respect to any Acquisition Proposal and (ii) against any amendment of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiaries (as defined in the Merger Agreement)shareholders convened, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other Transactions or change in any manner the voting rights of Company Common Stock, in each case and at any meeting (whether annual adjournment or special and whether or not an adjourned or postponed meeting) of stockholders of the Company called postponement thereof, to consider such matters; and in the event vote upon the approval of such matters is sought through an action by written consent of the stockholders in lieu of a meeting, to not consent to such action; provided, however, for all purposes of this Agreement, after Arrangement Agreement and the termination of the Merger AgreementArrangement, the “Subject Shares” shall be limited Shareholder agrees to the aggregate number of shares of vote all Company Common Stock equal to 35% of the total outstanding shares of Company Common Stock as of the date the Merger Agreement is terminated (which Subject Shares will be allocated among that the Shareholder Parties in their discretion). beneficially owns or hereinafter acquires beneficial ownership of (cthe “Securities”) In order to effectuate the parties’ intent under Section 3.1(a) and Section 3.1(b), each Shareholder Party hereby grants to ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇, with full power of substitution and resubstitution, an irrevocable proxy, which proxy is coupled with an interest, to exercise all voting, consent and similar rights of the Shareholder Party with respect is entitled to the Subject Shares (including, without limitation, the power to execute and deliver written consents) at every annual, special, adjourned or postponed meeting of stockholders of the Company and in every written consent in lieu of such meeting: vote (i) in favor of the Merger Agreement, approval and adoption of the Merger Arrangement Agreement and the other Transactions and any other matter required to effect the Transactions (including in favor of one or more adjournments if necessary to solicit additional proxies if there are insufficient votes at the time of any meeting held to approve the Merger Agreement); Arrangement; (ii) against approval of any Acquisition Proposal proposal made in opposition to or any agreement or transaction in competition with respect to any Acquisition Proposalthe consummation of the Arrangement and the Arrangement Agreement; and (iii) against any amendment other proposal or action that would, or would reasonably be expected to, prohibit or discourage the Arrangement; (b) upon the request or direction of TAG, the Shareholder shall, no later than five Business Days prior to any Meeting, execute and deliver (or cause to be executed and delivered) a proxy or a voting instruction form, as applicable, in connection with such Meeting that: (i) appoints such person designated by TAG to attend and act on behalf of the Shareholder at such Meeting; and (ii) instructs such Securities be voted at such Meeting in accordance with Section 1(a)(i); (c) the Shareholder shall not, without prior written consent of TAG, revoke any proxies or voting instruction forms executed and delivered pursuant to this Agreement; (d) the Shareholder shall not, without the prior written consent of TAG, requisition or join in the requisition of any meeting of the Company’s certificate shareholders for the purpose of incorporation or bylaws or other proposal or transaction involving the Company or considering any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or resolution with respect to any of the other Transactions matters referred to in Section 1(a)(i); and (e) the Shareholder shall not do anything to frustrate or change in any manner hinder the voting rights consummation of Company Common Stockthe Arrangement.