Common use of Grant of Proxy Clause in Contracts

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. The Each Major Stockholder, by this Agreement, with respect to his such Major Stockholder’s Shares, hereby grants an irrevocable proxy to Parent Offeror (and agrees to execute such documents or certificates evidencing such proxy as Parent Offeror 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 such Major Stockholder's ’s Shares (ia) 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, (iiib) against any action, agreement or transaction (other than the Merger Agreement or the transactions contemplated thereby) or proposal (including any Competing Proposal) that could would 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 Company’s obligations under the Merger Agreement not being fulfilled, and (ivc) 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 Each Major Stockholder further agrees to cause the such Major Stockholder's ’s Shares to be voted in accordance with the foregoing. THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Major Stockholder acknowledges receipt and review of a copy of the Merger Agreement.

Grant of Proxy. The In furtherance of the agreements contained in Section 1 of this Agreement and as security for such agreements, the Stockholder hereby irrevocably appoints Parent, the executive officers of Parent, and each of them individually, as the sole and exclusive attorneys-in-fact and proxies of the Stockholder, by for and in the name, place and stead of the Stockholder, with full power of substitution and resubstitution, to vote, grant a consent or approval in respect of, or execute and deliver a proxy to vote, if and to the extent the Stockholder fails to comply with the agreements contained in Section 1 of this Agreement, with respect to his the Voting 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, thereby; (ii) against any Company Acquisition Takeover Proposal (regardless of whether it is a Superior Proposal, ); (iii) against any action, agreement or transaction (other than the Merger Agreement or the transactions contemplated thereby) or proposal (including a Takeover Proposal) that could would reasonably be expected to result in a breach of any material covenant, representation or warranty or any other material obligation or agreement of the Company under the Merger Agreement or that could would reasonably be expected to result in any of the conditions to the consummation of the Offer or Company’s obligations under the Merger Agreement 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. The StockholderShareholder, by this Agreement, with respect to his his, her or its 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 shareholders of the Company, and in any action by written consent of the stockholders shareholders of the Company, all of the Stockholder's its 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 (including any Acquisition Proposal) that could would 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 Company’s obligations under the Merger Agreement not being fulfilled, and (iviii) 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 shareholders of the Company. The Stockholder Shareholder further agrees to cause the Stockholder's its Shares to be voted in accordance with the foregoing. THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Shareholder acknowledges receipt and review of a copy of the Merger Agreement.

Grant of Proxy. The Each Stockholder, by this Agreement, with respect to his his, her or its Shares, hereby agrees, and to secure such agreement, 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 such 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 AgreementMerger, (ii) against any Company Acquisition Proposal, (iii) against any action, agreement or transaction (other than the Merger Agreement or the transactions contemplated therebyMerger) or proposal (including any Superior Proposal) that could would 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 Company's obligations under the Merger Agreement not being fulfilled, and (iviii) 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 Each Stockholder further agrees to cause the such Stockholder's Shares to be voted in accordance with the foregoing. THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTERESTSECURES THE PERFORMANCE BY THE STOCKHOLDERS OF THE DUTIES SET FORTH HEREIN. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement.

Grant of Proxy. The Each Stockholder, by this Stockholder Agreement, with respect to his or its 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 such Stockholder's Shares (ia) 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 Stockholder Agreement, (ii) against any Company Acquisition Proposal, (iiib) against any action, agreement or transaction (other than the Merger Agreement or the transactions contemplated thereby) or proposal (including any Competing Transaction) that could would 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 Company's obligations under the Merger Agreement not being fulfilled, and (ivc) 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 Each Stockholder further agrees to cause the such Stockholder's Shares to be voted in accordance with the foregoing. THE PROXY GRANTED PURSUANT TO THIS PROXY SECTION 2 IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Stockholder hereby acknowledges receipt and review of a copy of the Merger Agreement.

Grant of Proxy. The Stockholder, by this Agreement, with respect to his its 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. The Stockholder, by this Agreement, Each Stockholder hereby revokes any and all previous proxies granted 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 relating to the approval and adoption of the Merger Agreement Agreement, as the same may be amended from time to time, all agreements related to the Offer and approval of the Merger and all other transactions contemplated by the Merger Agreement and this Agreementany actions relating thereto, (ii) against any Company Acquisition Proposal, (iii) against any action, agreement proposal or transaction (other than the Merger Agreement which could prevent 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 delay the consummation of the transactions contemplated by the Merger Agreement or this Agreement and considered and voted upon by any other related matters (including the adjournment, postponement or continuation of any meeting of the stockholders of the Company at which any of the foregoing are submitted for the consideration of the stockholders of the Company) (the "Merger Matters"). By entering into this Agreement, each Stockholder hereby grants a proxy appointing Buyer as such Stockholder's attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder's name, to vote, express consent or dissent, or otherwise to utilize such voting power in such manner and upon such Merger Matters as Buyer or its proxy or substitute shall, in Buyer's sole discretion, deem proper with respect to the Stockholder Shares. The proxy granted by such Stockholder further agrees pursuant to cause this Article 2 is irrevocable and is granted in consideration of Buyer's entering into this Agreement and the Stockholder's Shares to Merger Agreement; provided, however, that such proxy shall be voted revoked upon termination of this Agreement in accordance with the foregoing. THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTERESTits terms.

Grant of Proxy. The Each Stockholder, by this Agreement, with respect to his or her 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 such 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 Each Stockholder further agrees to cause the such Stockholder's Shares to be voted in accordance with the foregoing. THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST.

Grant of Proxy. The StockholderIn furtherance of the agreements contained in Section 1 of this Agreement and as security for such agreements, by this AgreementShareholder hereby irrevocably appoints Parent, the executive officers of Parent, and each of them individually, as the sole and exclusive attorneys-in-fact and proxies of Shareholder, for and in the name, place and stead of Shareholder, with respect to his Sharesfull power of substitution and resubstitution, 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 Companygrant a consent or approval in respect of, or execute and in any action by written consent of the stockholders of the Company, deliver a proxy to vote all of the Stockholder's Shares Voting 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 Takeover Proposal, ; (iii) against any action, agreement or transaction (other than the Merger Agreement or the transactions contemplated thereby) or proposal that could would 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 would reasonably be expected to result in any of the conditions to the consummation of the Offer or Company’s obligations under the Merger Agreement not being fulfilled, ; (iv) against any proposal made in opposition to or in competition with the Merger or the transactions contemplated by the Merger Agreement; (v) in favor of any adjournment or postponement of the Company Shareholders Meeting with respect to the Merger Agreement and the Merger if there are not sufficient votes for the approval of the Merger Agreement; and (ivvi) 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 shareholders 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. The Each Stockholder, by this Agreement, with respect to his its 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 such 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 Each Stockholder further agrees to cause the such Stockholder's Shares to be voted in accordance with the foregoing. THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST.

Grant of Proxy. The Each Stockholder, by this Agreement, with respect to his his, her or its Shares, hereby agrees, and to secure such agreement, 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 such Stockholder's ’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 AgreementMerger, (ii) against any Company Acquisition Proposal, (iii) against any action, agreement or transaction (other than the Merger Agreement or the transactions contemplated therebyMerger) or proposal (including any Superior Proposal) that could would 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 Company’s obligations under the Merger Agreement not being fulfilled, and (iviii) 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 Each Stockholder further agrees to cause the such Stockholder's ’s Shares to be voted in accordance with the foregoing. THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTERESTSECURES THE PERFORMANCE BY THE STOCKHOLDERS OF THE DUTIES SET FORTH HEREIN. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement.