Common use of AGREEMENT TO DELIVER PROXY Clause in Contracts

AGREEMENT TO DELIVER PROXY. The Stockholder agrees to deliver to the Company on the date hereof an irrevocable proxy substantially in the form attached hereto as EXHIBIT A that grants and transfers the Stockholder's Voting rights with respect to its Subject Shares to the Board of Directors of the Company or its successor in interest, acting by the vote or consent of a majority of the directors present at a duly constituted meeting in which a quorum is present, (a) in favor of the appointment of nominee(s) to the Board of Directors (the "Nominees") at any meeting of the stockholders of the Company at which such Nominee(s) is considered and at every adjournment or postponement thereof and (b) against any action, approval or agreement that would compete with or materially impede, interfere with, adversely affect or tend to discourage the appointment of the Nominee(s) or inhibit the timely appointment of the Nominee(s), in each case, to the same extent and with the same effect as such Stockholder might or could do under applicable law, rules and regulations. The proxy delivered by the Stockholder pursuant to this Section 2 shall be irrevocable during the term of this Agreement to the extent permitted under New York law. For purposes of this Agreement, "VOTE" shall include voting in person or by proxy in favor of or against any action, otherwise consenting or withholding consent in respect of any action (including, without limitation, consenting in accordance with Section 228 of the Delaware General Corporation Law) or taking other action in favor of or against any action. "VOTING" shall have a correlative meaning. The Stockholder hereby revokes any and all previous proxies granted with respect to any of the Subject Shares and shall not hereafter, unless and until this Agreement terminates pursuant to Section 7 hereof, purport to grant any other proxy or power of attorney with respect to any of the Subject Shares or enter into any agreement (other than this Agreement), arrangement or understanding with any Person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Subject Shares. The Stockholder also agrees to use his reasonable best efforts to take, or cause to be taken, all action, and do, or cause to be done, all things necessary or advisable in order to consummate and make effective the transactions contemplated by this Agreement. The Stockholder acknowledges receipt and review of a copy of the Share Exchange Agreement.

AGREEMENT TO DELIVER PROXY. The Stockholder Each of the Stockholders severally agrees to deliver to the Company on the date hereof an irrevocable proxy substantially in the form attached hereto as EXHIBIT A that grants and transfers the B to Vote such Stockholder's Voting rights with respect to its Subject Shares to the Board of Directors of the Company or its successor in interest, acting by the vote or consent of a majority of the directors present at a duly constituted meeting in which a quorum is present, (a) in favor of approval and adoption of the appointment of nominee(s) to the Board of Directors stock option plan attached hereto as EXHIBIT C (the "NomineesPlan") at any meeting of the stockholders of the Company at which such Nominee(s) Plan is considered and at every adjournment or postponement thereof and (b) against any action, approval or agreement that would compete with or materially impede, interfere with, adversely affect or tend to discourage the appointment of the Nominee(s) Plan or inhibit the timely appointment adoption of the Nominee(s)Plan, including, without limitation, any alternative plan, in each case, to the same extent and with the same effect as such Stockholder might or could do under applicable law, rules and regulations. The proxy delivered by the such Stockholder pursuant to this Section 2 shall be irrevocable during the term of this Agreement to the extent permitted under New York law. For purposes of this Agreement, "VOTE" shall include voting in person or by proxy in favor of or against any action, otherwise consenting or withholding consent in respect of any action (including, without limitation, consenting in accordance with Section 228 of the Delaware General Corporation Law) or taking other action in favor of or against any action. "VOTING" shall have a correlative meaning. The Stockholder Each of the Stockholders hereby revokes any and all previous proxies granted with respect to any of the Subject Shares and shall not hereafter, unless and until this Agreement terminates pursuant to Section 7 9 hereof, purport to grant any other proxy or power of attorney with respect to any of the Subject Shares or enter into any agreement (other than this Agreement), arrangement or understanding with any Person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Subject Shares. The Each Stockholder also severally agrees to use his reasonable best efforts to take, or cause to be taken, all action, and do, or cause to be done, all things necessary or advisable in order to consummate and make effective the transactions contemplated by this Agreement. The Stockholder Each of the Stockholders acknowledges receipt and review of a copy of the Share Exchange Agreement.

AGREEMENT TO DELIVER PROXY. The Stockholder Each of the Stockholders agrees to deliver to the Company SBC on the date hereof an irrevocable proxy substantially in the form attached hereto as EXHIBIT A that grants and transfers the Exhibit B to Vote such Stockholder's Voting rights with respect to its Subject Shares to the Board of Directors of the Company or its successor in interest, acting by the vote or consent of a majority of the directors present at a duly constituted meeting in which a quorum is present, (a) in favor of adoption and approval of the appointment of nominee(s) to Investment Agreement, the Board of Directors (Strategic Agreement and the "Nominees") transactions contemplated thereby, the Transactions and the Charter and By-Law Amendments at any every meeting of the stockholders of the Company Prodigy at which such Nominee(s) is matters are considered and at every adjournment or postponement thereof and thereof, (b) against any action, approval action or agreement that would compete with or materially with, impede, interfere with, adversely affect with or tend to discourage the appointment of the Nominee(s) Transactions or inhibit the timely appointment consummation of the Nominee(s)Transactions, (c) against any action or agreement that would result in each casea breach in any material respect of any covenant, to representation or warranty or any other obligation of Prodigy or Operating Partnership under the same extent Investment Agreement or the Strategic Agreement and with (d) except for the same effect as such Stockholder might Transactions and the Investment Agreement, against any merger, consolidation, business combination, reorganization, recapitalization, liquidation or could do under applicable law, rules and regulationssale or transfer of any material assets of Prodigy or its Subsidiaries. The proxy delivered by each of the Stockholder Stockholders pursuant to this Section 2 shall be irrevocable during the term of this Agreement to the extent permitted under New York Delaware law. For purposes of this Agreement, "VOTEVote" shall include voting in person or by proxy in favor of or against any action, otherwise consenting or withholding consent in respect of any action (including, without limitationbut not limited to, consenting in accordance with Section 228 of the Delaware General Corporation Law) or taking other action in favor of or against any action. "VOTINGVoting" shall have a correlative meaning. The Stockholder hereby revokes any and all previous proxies granted with respect to any of the Subject Shares and shall not hereafter, unless and until this Agreement terminates pursuant to Section 7 hereof, purport to grant any other proxy or power of attorney with respect to any of the Subject Shares or enter into any agreement (other than this Agreement), arrangement or understanding with any Person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Subject Shares. The Stockholder also agrees to use his reasonable best efforts to take, or cause to be taken, all action, and do, or cause to be done, all things necessary or advisable in order to consummate and make effective the transactions contemplated by this Agreement. The Stockholder acknowledges receipt and review of a copy of the Share Exchange Agreement.