Common use of Grant of Proxy Clause in Contracts

Grant of Proxy. Each Company T Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Company Y and any designee of Company Y, and each of them individually, as its proxies and attorneys-in-fact, with full power of substitution and resubstitution, for and in such Company T Shareholder’s name, place and stead, in the event that such Company T 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 Y and Merger Sub, and to secure the performance of the duties and obligations of such Company T Shareholder owed to Company Y under this Agreement. Each Company T 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 T Shareholder with respect to the Covered Shares and no subsequent proxy shall be given by any Company T Shareholder (and if given shall be ineffective). Each Company T 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 T Shareholder herein is a durable power of attorney and, so long as Company Y 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 T Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

Grant of Proxy. Each Company T Y Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Company Y T and any designee of Company YT, 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 T Y Shareholder’s name, place and stead, in the event that such Company T 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)52.1(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)52.1(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 Y and Merger SubT, and to secure the performance of the duties and obligations of such Company T Y Shareholder owed to Company Y T under this Agreement. Each Company T 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 T Y Shareholder with respect to the Covered Shares and no subsequent proxy shall be given by any Company T Y Shareholder (and if given shall be ineffective). Each Company T 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 T Y Shareholder herein is a durable power of attorney and, so long as Company Y 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 T Y Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

Grant of Proxy. Each The Company T Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Company Y and any designee of Company Y, and each of them individually, as its proxies and attorneys-in-fact, with full power of substitution and resubstitution, for and in such the Company T Shareholder’s name, place and stead, in the event that such the Company T 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 Y and Merger Sub, and to secure the performance of the duties and obligations of such the Company T Shareholder owed to Company Y under this Agreement. Each The Company T 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 T Shareholder with respect to the Covered Shares and no subsequent proxy shall be given by any the Company T Shareholder (and if given shall be ineffective). Each The Company T 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 the Company T Shareholder herein is a durable power of attorney and, so long as Company Y 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 the Company T Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

Grant of Proxy. Each Company T Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Company Y and any designee of Company Y, 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 T Shareholder’s name, place and stead, in the event that such Company T 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 Y and Merger Sub, and to secure the performance of the duties and obligations of such Company T Shareholder owed to Company Y under this Agreement. Each Company T 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 T Shareholder with respect to the Covered Shares and no subsequent proxy shall be given by any Company T Shareholder (and if given shall be ineffective). Each Company T 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 T Shareholder herein is a durable power of attorney and, so long as Company Y 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 T Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

Grant of Proxy. Each The Company T Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Company Y and any designee of Company Y, and each of them individually, as its proxies and attorneys-in-fact, with full power of substitution and resubstitution, for and in such the Company T Shareholder’s 's name, place and stead, in the event that such the Company T 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 Y and Merger Sub, and to secure the performance of the duties and obligations of such the Company T Shareholder owed to Company Y under this Agreement. Each The Company T 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 T Shareholder with respect to the Covered Shares and no subsequent proxy shall be given by any the Company T Shareholder (and if given shall be ineffective). Each The Company T 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 the Company T Shareholder herein is a durable power of attorney and, so long as Company Y 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 the Company T Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

Grant of Proxy. Each Company T Y Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Company Y T and any designee of Company YT, and each of them individually, as its proxies and attorneys-in-fact, with full power of substitution and resubstitution, for and in such Company T Y Shareholder’s name, place and stead, in the event that such Company T 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)52.1(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)52.1(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 Y and Merger SubT, and to secure the performance of the duties and obligations of such Company T Y Shareholder owed to Company Y T under this Agreement. Each Company T 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 T Y Shareholder with respect to the Covered Shares and no subsequent proxy shall be given by any Company T Y Shareholder (and if given shall be ineffective). Each Company T 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 T Y Shareholder herein is a durable power of attorney and, so long as Company Y 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 bankruptcy or incapacity of such Company T Y Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

Grant of Proxy. Each Company T Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Company Y and any designee of Company Y, 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 T Shareholder’s 's name, place and stead, in the event that such Company T 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 Y and Merger Sub, and to secure the performance of the duties and obligations of such Company T Shareholder owed to Company Y under this Agreement. Each Company T 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 T Shareholder with respect to the Covered Shares and no subsequent proxy shall be given by any Company T Shareholder (and if given shall be ineffective). Each Company T 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 T Shareholder herein is a durable power of attorney and, so long as Company Y 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 T Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

Grant of Proxy. Each Company T Y Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Company Y T and any designee of Company YT, and each of them individually, as its proxies and attorneys-in-fact, with full power of substitution and resubstitution, for and in such Company T Y Shareholder’s 's name, place and stead, in the event that such Company T 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)52.1(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)52.1(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 Y and Merger SubT, and to secure the performance of the duties and obligations of such Company T Y Shareholder owed to Company Y T under this Agreement. Each Company T 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 T Y Shareholder with respect to the Covered Shares and no subsequent proxy shall be given by any Company T Y Shareholder (and if given shall be ineffective). Each Company T 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 T Y Shareholder herein is a durable power of attorney and, so long as Company Y 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 bankruptcy or incapacity of such Company T Y Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

Grant of Proxy. Each Company T Y Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Company Y T and any designee of Company YT, 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 T Y Shareholder’s 's name, place and stead, in the event that such Company T 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)52.1(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)52.1(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 Y and Merger SubT, and to secure the performance of the duties and obligations of such Company T Y Shareholder owed to Company Y T under this Agreement. Each Company T 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 T Y Shareholder with respect to the Covered Shares and no subsequent proxy shall be given by any Company T Y Shareholder (and if given shall be ineffective). Each Company T 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 T Y Shareholder herein is a durable power of attorney and, so long as Company Y 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 T Y Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

Grant of Proxy. Each Company T Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Company Y and any designee of Company Y, and each of them individually, as its proxies and attorneys-in-fact, with full power of substitution and resubstitution, for and in such Company T Shareholder’s 's name, place and stead, in the event that such Company T 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 Y and Merger Sub, and to secure the performance of the duties and obligations of such Company T Shareholder owed to Company Y under this Agreement. Each Company T 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 T Shareholder with respect to the Covered Shares and no subsequent proxy shall be given by any Company T Shareholder (and if given shall be ineffective). Each Company T 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 T Shareholder herein is a durable power of attorney and, so long as Company Y 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 T Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.