Common use of Agreement to Vote Shares; Irrevocable Proxy Clause in Contracts

Agreement to Vote Shares; Irrevocable Proxy. Each Holder hereby appoints such person as the Board of Directors of the Company may appoint after the date of this Agreement (the “Proxy Holder”) its proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Consideration Shares (including any Company Shares included in the Escrow Amount, if any) and any New Shares (as defined below) (collectively, the “Shares”). Holders shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and limited power of attorney. The proxy and limited power of attorney granted hereunder by Holders shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Holder with respect to the matters contemplated hereunder. The power of attorney granted by Holders herein is a limited durable power of attorney and shall survive the bankruptcy, death or incapacity of the Holders. The proxy and limited power of attorney granted hereunder shall terminate upon the termination of this Agreement. All parties hereto acknowledge and agree that the Proxy Holder shall, and the Holders hereby irrevocably consent to, vote all Shares owned by them in favor of matters recommended or approved by the Board of Directors of the Company, or, if such matters are neither recommended nor approved by the Board of Directors of the Company, then at the direction of the Board of Directors of the Company, in respect of all matters for which stockholder approval is sought or required. Notwithstanding anything to the contrary, the provisions of this Section 1 shall not apply with respect to any Shares that have been validly Transferred (as hereinafter defined) by any of the Holders (or its permitted transferees or successors in interest) to a third party in compliance with Section 3 hereof.

Agreement to Vote Shares; Irrevocable Proxy. Each Holder hereby appoints such person as the Board of Directors of the Company may appoint after the date of this Agreement (the “Proxy Holder”) its proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Consideration Shares (including any Company Shares included in the Escrow Amount, if any) and any New Shares (as defined below) (collectively, the “Shares”). Holders shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and limited power of attorney. The proxy and limited power of attorney granted hereunder by Holders shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Holder with respect to the matters contemplated hereunder. The power of attorney granted by Holders herein is a limited durable power of attorney and shall survive the bankruptcy, death or incapacity of the Holders. The proxy and limited power of attorney granted hereunder shall terminate upon the termination of this Agreement. All parties hereto acknowledge and agree that the Proxy Holder shall, and the Holders hereby irrevocably consent to, vote all Shares owned by them in favor of matters recommended or approved by the Board of Directors of the Company, or, if such matters are neither recommended nor approved by the Board of Directors of the Company, then at the direction of the Board of Directors of the Company, in respect of all matters for which stockholder approval is sought or required. Notwithstanding anything to the contrary, the provisions of this Section 1 shall not apply with respect to any Shares that have been validly Transferred (as hereinafter defined) by any of the Holders (or its permitted transferees or successors in interest) to a third party in compliance with Section 3 hereof.

Agreement to Vote Shares; Irrevocable Proxy. Each Holder hereby appoints such person as the Board of Directors of the Company may appoint after the date of this Agreement (the “Proxy Holder”) its proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Consideration XCel Shares (including any Company Shares included in the Escrow Amount, if any) and any New Shares (as defined below) (collectively, the “Shares”). Holders shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and limited power of attorney. The proxy and limited power of attorney granted hereunder by Holders shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Holder with respect to the matters contemplated hereunder. The power of attorney granted by Holders herein is a limited durable power of attorney and shall survive the bankruptcy, death or incapacity of the Holders. The proxy and limited power of attorney granted hereunder shall terminate upon the termination of this Agreement. All parties hereto acknowledge and agree that the Proxy Holder shall, and the Holders hereby irrevocably consent to, vote all XCel Shares owned by them in favor of matters recommended or approved by the Board of Directors of the Company, or, if such matters are neither recommended nor approved by the Board of Directors of the Company, then at the direction of the Board of Directors of the Company, in respect of all matters for which stockholder approval is sought or required. Notwithstanding anything to the contrary, the provisions of this Section 1 shall not apply with respect to any Shares that have been validly Transferred (as hereinafter defined) by any of the Holders (or its permitted transferees or successors in interest) to a third party in compliance with Section 3 hereof.

Agreement to Vote Shares; Irrevocable Proxy. Each The Holder hereby appoints Xxxxxx X’Xxxxx, or in the event that Xxxxxx X’Xxxxx is not the Chief Executive Officer of the Company, such person as the Board of Directors of the Company may appoint after the date of this Agreement (the “Proxy Holder”) its proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Consideration Shares (including any Company Shares included in the Escrow Amount, if any) and any New Shares (as defined below) (collectively, the “XCel Shares”). Holders Holder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and limited power of attorney. The proxy and limited power of attorney granted hereunder by Holders Holder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Holder with respect to the matters contemplated hereunder. The power of attorney granted by Holders Holder herein is a limited durable power of attorney and shall survive the bankruptcy, death or incapacity of the HoldersHolder. The proxy and limited power of attorney granted hereunder shall terminate upon the termination of this Agreement. All parties hereto acknowledge and agree that the Proxy Holder shall, and the Holders Holder hereby irrevocably consent consents to, vote all XCel Shares owned by them in favor of matters recommended or approved by the Board of Directors of the Company, or, if such matters are neither recommended nor approved by the Board of Directors of the Company, then at the direction of the Board of Directors of the Company, in respect of all matters for which stockholder approval is sought or required. Notwithstanding anything to the contrary, the provisions of this Section 1 shall not apply with respect to any Shares that have been validly Transferred (as hereinafter defined) by any of the Holders (or its permitted transferees or successors in interest) to a third party in compliance with Section 3 hereof.

Agreement to Vote Shares; Irrevocable Proxy. Each The Holder hereby appoints Rxxxxx X’Xxxxx, or in the event that Rxxxxx X’Xxxxx is not the Chief Executive Officer of the Company, such person as the Board of Directors of the Company may appoint after the date of this Agreement (the “Proxy Holder”) its proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Consideration Shares (including any Company Shares included in the Escrow Amount, if any) and any New Shares (as defined below) (collectively, the “Xcel Shares”). Holders Holder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and limited power of attorney. The proxy and limited power of attorney granted hereunder by Holders Holder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Holder with respect to the matters contemplated hereunder. The power of attorney granted by Holders Holder herein is a limited durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the HoldersHolder. The proxy and limited power of attorney granted hereunder shall terminate upon the termination of this Agreement. All parties hereto acknowledge and agree that the Proxy Holder shall, and the Holders Holder hereby irrevocably consent consents to, vote all Xcel Shares owned by them the Holder in favor of matters recommended or approved by the Board of Directors of the Company, or, if such matters are neither recommended nor approved by the Board of Directors of the Company, then at the direction of the Board of Directors of the Company, in respect of all matters for which stockholder approval is sought or required. Notwithstanding anything to the contrary, the provisions of this Section 1 shall not apply with respect to any Shares that have been validly Transferred (as hereinafter defined) by any of the Holders (or its permitted transferees or successors in interest) to a third party in compliance with Section 3 hereof.

Agreement to Vote Shares; Irrevocable Proxy. Each Holder Majority Securityholder hereby appoints such person as the Board of Directors of the Company may appoint after the date of this Agreement designate from time to time (the “Proxy Holder”) its proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Consideration Shares (including any Company Shares included in the Escrow Adjusted Holdback Amount, if any) and any New Shares (as defined below) (collectively, the “Shares”). Holders The Majority Securityholders shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and limited power of attorney. The proxy and limited power of attorney granted hereunder by Holders the Majority Securityholders shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy Agreement and shall revoke any and all prior proxies granted by Holder the Majority Securityholders with respect to the matters contemplated hereunder. The power of attorney granted by Holders the Majority Securityholders herein is a limited durable power of attorney and shall survive the bankruptcy, death or incapacity of the HoldersMajority Securityholders. The proxy and limited power of attorney granted hereunder shall terminate upon the termination of this Agreement. All parties hereto acknowledge and agree that the Proxy Holder shall, and the Holders Majority Securityholders hereby irrevocably consent to, vote all Shares owned by them in favor of matters recommended or approved by the Board of Directors of the Company, or, if such matters are neither recommended nor approved by the Board of Directors of the Company, then at the direction of the Board of Directors of the Company, in respect of all matters for which stockholder approval is sought or required. Notwithstanding anything to the contrary, the provisions of this Section 1 shall not apply with respect to any Shares that have been validly Transferred (as hereinafter defined) by any either of the Holders Majority Securityholders (or its permitted transferees or successors in interest) to a third party in compliance with Section 3 4 hereof.

Agreement to Vote Shares; Irrevocable Proxy. Each The Holder hereby appoints Rxxxxx X’Xxxxx, or in the event that Rxxxxx X’Xxxxx is not the Chief Executive Officer of the Company, such person as the Board of Directors of the Company may appoint after the date of this Agreement (the “Proxy Holder”) its proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Consideration Shares (including any Company Shares included in the Escrow Amount, if any) and any New Shares (as defined below) (collectively, the “XCel Shares”). Holders Holder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and limited power of attorney. The proxy and limited power of attorney granted hereunder by Holders Holder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Holder with respect to the matters contemplated hereunder. The power of attorney granted by Holders Holder herein is a limited durable power of attorney and shall survive the bankruptcy, death or incapacity of the HoldersHolder. The proxy and limited power of attorney granted hereunder shall terminate upon the termination of this Agreement. All parties hereto acknowledge and agree that the Proxy Holder shall, and the Holders Holder hereby irrevocably consent consents to, vote all XCel Shares owned by them in favor of matters recommended or approved by the Board of Directors of the Company, or, if such matters are neither recommended nor approved by the Board of Directors of the Company, then at the direction of the Board of Directors of the Company, in respect of all matters for which stockholder approval is sought or required. Notwithstanding anything to the contrary, the provisions of this Section 1 shall not apply with respect to any Shares that have been validly Transferred (as hereinafter defined) by any of the Holders (or its permitted transferees or successors in interest) to a third party in compliance with Section 3 hereof.

Agreement to Vote Shares; Irrevocable Proxy. Each Holder Stockholders hereby appoints appoint such person as the Board of Directors of the Company may appoint after the date of this Agreement designate from time to time (the “Proxy Holder”) to serve as its proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Consideration Shares (including any Company Shares included in the Escrow Amount, if any) and any New Shares (as defined below) (collectively, the “Shares”). Holders Stockholders shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and limited power of attorney. The proxy and limited power of attorney granted hereunder by Holders Stockholders shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Holder Stockholder with respect to the matters contemplated hereunder. The power of attorney granted by Holders Stockholders herein is a limited durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the HoldersStockholders. The proxy and limited power of attorney granted hereunder shall terminate upon the termination of this Agreement. All parties hereto acknowledge and agree that the Proxy Holder shall, and the Holders Stockholders hereby irrevocably consent consents to, vote all Shares owned by them in favor of matters recommended or approved by the Board of Directors of the Company, or, if such matters are neither recommended nor approved by the Board of Directors of the Company, then at the direction of the Board of Directors of the Company, Company in respect of all matters for which stockholder approval is sought or required. , provided, however, that each Shareholder has received no less than [5] days prior written notice of the matter to be voted upon.. Notwithstanding anything to the contrary, the provisions of this Section 1 shall not apply with respect to any Company Shares that have been validly Transferred (as hereinafter defined) by any of the Holders Stockholder (or its permitted transferees or successors in interest) to a third party in compliance with Section 3 4 hereof.

Agreement to Vote Shares; Irrevocable Proxy. Each The Holder hereby appoints Rxxxxx X’Xxxxx, or in the event that Rxxxxx X’Xxxxx is not the Chief Executive Officer of the Company, such person as the Board of Directors of the Company may appoint after the date of this Agreement (the “Proxy Holder”) its proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Consideration Shares (including any Company Shares included in the Escrow Amount, if any) and any New Shares (as defined below) (collectively, the “Xcel Shares”). Holders Holder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and limited power of attorney. The proxy and limited power of attorney granted hereunder by Holders Holder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Holder with respect to the matters contemplated hereunder. The power of attorney granted by Holders Holder herein is a limited durable power of attorney and shall survive the bankruptcy, death or incapacity of the HoldersHolder. The proxy and limited power of attorney granted hereunder shall terminate upon the termination of this Agreement. All parties hereto acknowledge and agree that the Proxy Holder shall, and the Holders Holder hereby irrevocably consent consents to, vote all Xcel Shares owned by them in favor of matters recommended or approved by the Board of Directors of the Company, or, if such matters are neither recommended nor approved by the Board of Directors of the Company, then at the direction of the Board of Directors of the Company, in respect of all matters for which stockholder approval is sought or required. Notwithstanding anything to the contrary, the provisions of this Section 1 shall not apply with respect to any Shares that have been validly Transferred (as hereinafter defined) by any of the Holders (or its permitted transferees or successors in interest) to a third party in compliance with Section 3 hereof.

Agreement to Vote Shares; Irrevocable Proxy. (a) Each Holder hereby appoints such person as Group Member agrees during the Board term of Directors this Agreement to vote the Shares, and to cause any holder of record of Shares to vote or execute the Stockholder Consent: (i) in favor of the Resolutions at every meeting (or in connection with any action by written consent in lieu of a meeting) of the stockholders of the Company may appoint after at which such matters are considered and at every adjournment or postponement thereof; and (ii) against any action, proposal, transaction or agreement that could reasonably be expected to change in any manner the date voting rights of this Agreement any Securities (including any amendments to the “Proxy Holder”Company articles of incorporation or Bylaws). (b) Each Group Member hereby appoints McPheely and any designee of McPheely, and each of them individually, its proxy proxies and attorneyattorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Consideration Shares (including any Company Shares included in accordance with Section 3. This proxy and power of attorney is given to secure the Escrow Amount, if any) and any New Shares (as defined below) (collectively, performance of the “Shares”)duties of such Group Member under this Agreement. Holders Each Group Member shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and limited power of attorney. The This proxy and limited power of attorney granted hereunder by Holders shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Holder such Group Member with respect to the matters contemplated hereunderShares. The This power of attorney granted by Holders herein is a limited durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the Holderssuch Group Member. The proxy and limited power of attorney granted hereunder shall terminate upon the termination of this Agreement. All parties hereto acknowledge and agree that the Proxy Holder shall, and the Holders hereby irrevocably consent to, vote all Shares owned by them in favor of matters recommended or approved by the Board of Directors of the Company, or, if such matters are neither recommended nor approved by the Board of Directors of the Company, then at the direction of the Board of Directors of the Company, in respect of all matters for which stockholder approval is sought or required. Notwithstanding anything to the contrary, the provisions of this Section 1 shall not apply with respect to any Shares that have been validly Transferred (as hereinafter defined) by any of the Holders (or its permitted transferees or successors in interest) to a third party in compliance with Section 3 hereof.