Grant of Proxy. Should the provisions of this Agreement be construed to constitute the granting of proxies, such proxies shall be deemed coupled with an interest and are irrevocable for the term of this Agreement.
Grant of Proxy. Each Company Y Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Company T and any designee of Company T, and each of them individually, as his, her or its proxies and attorneys-in-fact, with full power of substitution and resubstitution, for and in such Company Y Shareholder’s name, place and stead, in the event that such Company Y Shareholder shall at any time fail to perform its obligations under Section 2.1 hereof (other than Section 2.1(a)(ii)(3), Section 2.1(a)(ii)(4) or Section 2.1(a)(ii)(5)), to vote, act by written consent or execute and deliver a proxy to vote or grant a written consent during the term of this Agreement with respect to the Covered Shares as provided in Section 2.1 hereof (other than Section 2.1(a)(ii)(3), Section 2.1(a)(ii)(4) or Section 2.1(a)(ii)(5)). This proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement by Company T, and to secure the performance of the duties and obligations of such Company Y Shareholder owed to Company T under this Agreement. Each Company Y Shareholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest by reason of the Merger Agreement and (ii) executed and intended to be irrevocable in accordance with the provisions of the Laws of the State of New York, and (b) revokes any and all prior proxies granted by each Company Y Shareholder with respect to the Covered Shares and no subsequent proxy shall be given by any Company Y Shareholder (and if given shall be ineffective). Each Company Y Shareholder shall take such further action or execute such other instruments as may be reasonably necessary in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Company Y Shareholder herein is a durable power of attorney and, so long as Company T has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Company Y Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.
Grant of Proxy. The parties agree that this Agreement does not constitute the granting of a proxy to any party or any other person; provided, however, that should the provisions of this Agreement be construed to constitute the granting of proxies, such proxies shall be deemed coupled with an interest and are irrevocable for the term of this Agreement.
Grant of Proxy. Each Stockholder hereby irrevocably grants a proxy to, and appoints, Parent and any designee of Parent, and each of them individually, as his, her or its proxies and attorneys-in-fact, with full power of substitution and resubstitution, for and in such Stockholder’s name, place and stead, solely to the extent necessary to permit Parent or such designee of Parent to vote, act by written consent or execute and deliver a proxy to vote or grant a written consent during the period commencing on the date hereof and ending on the Expiration Date with respect to all of such Stockholder’s Covered Shares in accordance with, and only in accordance with and to the extent of the matters addressed in, Section 2.1 hereof. This proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement by Parent and Merger Sub, and to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest by reason of the Merger Agreement and (ii) executed and intended to be irrevocable in accordance with the provisions of Section 21.369 of the Texas Business Organizations Code (the “TBOC”), (b) revokes any and all prior proxies granted by such Stockholder with respect to its Covered Shares and agrees that, prior to the Expiration Date, no subsequent proxy will be given by such Stockholder (and if given shall be ineffective) and (c) ratifies and confirms all that the proxies appointed hereunder may lawfully do or cause to be done in accordance with the terms hereof. Each Stockholder shall take such further action or execute such other instruments as may be necessary or desirable to effectuate the intent of this proxy in accordance with the relevant provisions of the TBOC or any other applicable Law. The power of attorney granted by such Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement in accordance with Section 5.1. None of Parent, any Parent Related Party or any Representative of any of them, shall incur any liability or obligation to any Stockholder, directly or indirectly, in connection with, or as a result of, any exercise of the proxy granted to Parent or any designee of Parent in accordance with this Agreement.
Grant of Proxy. The Securityholder hereby irrevocably and unconditionally covenants and agrees that: (a) no later than 5 Business Days prior to the scheduled date of the Company Meeting, the Securityholder shall duly complete, execute and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Securities (which have a right to vote at such meeting) to be delivered to or to the order of the Company to cause such Subject Securities to be voted in favour of the Arrangement Resolution and/or any matter set forth on such proxy or voting instruction form that would reasonably be expected to facilitate the Arrangement or any transaction contemplated by the Arrangement Agreement; and (b) such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, amended or invalidated, unless prior written consent from Parent and Purchaser has been obtained or this Agreement is terminated in accordance with Section 13.
Grant of Proxy. The Stockholder, by this Agreement, with respect to his Shares, hereby grants an irrevocable proxy to Parent (and agrees to execute such documents or certificates evidencing such proxy as Parent may reasonably request) to vote, at any meeting of the stockholders of the Company, and in any action by written consent of the stockholders of the Company, all of the Stockholder's Shares (i) in favor of the approval and adoption of the Merger Agreement and approval of the Merger and all other transactions contemplated by the Merger Agreement and this Agreement, (ii) against any Company Acquisition Proposal, (iii) against any action, agreement or transaction (other than the Merger Agreement or the transactions contemplated thereby) or proposal that could result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or that could result in any of the conditions to the consummation of the Offer or the Merger not being fulfilled, and (iv) in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon by the stockholders of the Company. The Stockholder further agrees to cause the Stockholder's Shares to be voted in accordance with the foregoing. THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST.
Grant of Proxy. Each holder of Shares other than the Investors hereby grants to the Investors an irrevocable proxy coupled with an interest to vote his Shares in accordance with his agreements contained in this Section 2, which proxy will be valid and remain in effect until the provisions of this Section 2 expire pursuant to Section 2.7.
Grant of Proxy. SECTION 1.01. Agreement to Tender. Stockholder hereby irrevocably and unconditionally agrees to validly tender (and not withdraw) or cause to be validly tendered (and not withdrawn) pursuant to and in accordance with the terms of the Offer all of the shares of capital stock of the Company that Stockholder beneficially owns as of the date hereof as well as any additional shares of capital stock of the Company that Stockholder may beneficially own, whether acquired by purchase, exercise of options or otherwise, at any time after the date hereof and prior to the expiration of the Offer, as the expiration of the Offer may be extended from time to time (the "SHARES"). Within five business days after the commencement of the Offer, Stockholder shall deliver to the depositary designated in the Offer (i) a letter of transmittal with respect to the Shares complying with the terms of the Offer, (ii) certificates representing all of the Shares and (iii) all other documents or instruments required to be delivered pursuant to the terms of the Offer.
Grant of Proxy. Upon the failure of any Principal or Principal Holding Company to vote its Equity Securities of the Company held thereby, to implement the provisions of and to achieve the purposes of this Agreement, such Principal or Principal Holding Company hereby grants to a Person designated by the Company a proxy, coupled with an interest in all Equity Securities of the Company held by such Principal or Principal Holding Company, which proxy shall be irrevocable until this Agreement terminates pursuant to its terms or this Section is amended to remove such grant of proxy in accordance with Section 20.20 hereof, to vote all such Equity Securities to implement the provisions of and to achieve the purposes of this Agreement.
Grant of Proxy. The Stockholder hereby irrevocably grants to and appoints, the Company and each of its designees (the “Authorized Parties” and each an “Authorized Party”), and each of them individually as the Stockholder’s proxy and attorney-in-fact (with full power of substitution) for and in the name, place and stead of the Stockholder, to vote the Shares or execute one or more written consents or approvals in respect of the Shares:
