Common use of Appointment as Proxy Clause in Contracts

Appointment as Proxy. By executing and delivering a Letter of Transmittal as set forth above (or, in the case of a book-entry transfer, by delivery of an Agent’s Message in lieu of a Letter of Transmittal), the tendering stockholder irrevocably appoints our designees as such stockholder’s proxies, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered by such stockholder and accepted for payment by us and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after the date of the Merger Agreement. All such proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, we accept for payment Shares tendered by such stockholder as provided herein. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder will be revoked, and no subsequent powers of attorney, proxies and consents may be given (and, if given, will not be deemed effective). Our designees will, with respect to the Shares or other securities and rights for which the appointment is effective, be empowered to exercise all voting and other rights of such stockholder as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of the stockholders of the Company or otherwise. We reserve the right to require that, in order for Shares to be deemed validly tendered, immediately upon our payment for such Shares we must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such Shares and other securities, including voting at any meeting of stockholders concerning any matter.

Appointment as Proxy. By executing and delivering a Letter the letter of Transmittal as set forth above transmittal (or, in the case of a book-entry transfer, by delivery of an Agent’s Message if submitted in lieu of a Letter letter of Transmittaltransmittal), the tendering stockholder will irrevocably appoints our appoint designees of the Purchaser as such stockholder’s proxiesagents and attorneys-in-fact and proxies in the manner set forth in the letter of transmittal, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered by such stockholder and accepted for payment by us the Purchaser (and with respect to any and all other Shares securities or other securities rights issued or issuable in respect of such Shares on or after the date of the Merger Agreementthis offer to purchase). All such proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is will be effective when, and only to the extent that, we accept the Purchaser accepts for payment Shares tendered by such stockholder as provided herein. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder will with respect to such Shares or other securities or rights will, without further action, be revoked, revoked and no subsequent powers of attorney, proxies and proxies, consents or revocations may be given by such stockholder (and, if given, will not be deemed effective). Our designees will, with respect to the Shares or other securities and rights for which When the appointment is of the proxy becomes effective, the designees of the Purchaser will thereby be empowered to exercise all voting and other rights of with respect to such stockholder as theyShares and other securities or rights, including, without limitation, in their sole discretionrespect of any special meeting in connection with the merger and, may deem proper at to the extent permitted by applicable law and Monogram’s certificate of incorporation and bylaws, any other annual, special, special or adjourned or postponed meeting of the stockholders Monogram’s stockholders, actions by written consent in lieu of the Company any such meeting or otherwise, as they in their reasonable discretion deem proper. We reserve The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon our the Purchaser’s acceptance for payment for of such Shares we Shares, the Purchaser must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such Shares and other securitiesrelated securities or rights, including voting at any meeting of stockholders concerning stockholders. The offer does not constitute a solicitation of proxies, absent a purchase of Shares, for any mattermeeting of Monogram stockholders.

Appointment as Proxy. By executing and delivering a the Letter of Transmittal as set forth above (or, in the case of a bookBook-entry transferEntry Transfer, by delivery of an Agent’s 's Message if submitted in lieu of a Letter of Transmittal), the tendering stockholder will irrevocably appoints our appoint designees of Purchaser as such stockholder’s proxies's agents and attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such stockholder’s 's rights with respect to the Shares tendered by such stockholder and accepted for payment by us Purchaser (and with respect to any and all other Shares securities or other securities rights issued or issuable in respect of such Shares on or after the date of the Merger Agreementthis Offer to Purchase). All such proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is will be effective when, and only to the extent that, we accept Purchaser accepts for payment Shares tendered by such stockholder as provided herein. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder will with respect to such Shares or other securities or rights will, without further action, be revoked, revoked and no subsequent powers of attorney, proxies and proxies, consents or revocations may be given by such stockholder (and, if given, will not be deemed effective). Our designees will, with respect to the Shares or other securities and rights for which When the appointment is of the proxy becomes effective, the designees of Purchaser will thereby be empowered to exercise all voting and other rights of with respect to such stockholder as they, in their sole discretion, may deem proper at any annual, special, adjourned Shares and other securities or postponed meeting of the stockholders of the Company or otherwiserights. We reserve Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon our Purchaser's acceptance for payment for of such Shares we Shares, Purchaser must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such Shares and other securitiesrelated securities or rights. The Offer does not constitute a solicitation of proxies, including voting at absent a purchase of Shares, for any meeting of stockholders concerning any matterAveXis stockholders.

Appointment as Proxy. By executing and delivering a Letter of Transmittal as set forth above (or, in the case of a book-entry transfer, by delivery of delivering an Agent’s 's Message in lieu of a Letter of Transmittal), the tendering stockholder you irrevocably appoints appoint our designees as such stockholder’s your proxies, each with full power of substitution, to the full extent of such stockholder’s your rights with respect to the Shares tendered by such stockholder you and accepted for payment by us and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after the date of the Merger AgreementShares. All such proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, we accept for payment Shares tendered by such stockholder you as provided herein. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder you will be revoked, and no subsequent powers of attorney, proxies and or consents may be given by you (and, if given, will not be deemed effective). Our designees will, with respect to the Shares or other securities and rights for which the appointment is effective, be empowered to exercise all of your voting and other rights of such stockholder as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of the stockholders of the Company ArcSight, by written consent in lieu of any such meeting or otherwise. We reserve the right to require that, in order for Shares to be deemed validly tendered, immediately upon our payment for such Shares we must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such Shares and other securities, including voting at any meeting of stockholders or executing a written consent concerning any matter.

Appointment as Proxy. By executing and delivering a the Letter of Transmittal as set forth above (or, in the case of a book-entry transfer, by delivery of an Agent’s 's Message if submitted in lieu of a Letter of Transmittal), the tendering stockholder will irrevocably appoints our appoint designees of Purchaser as such stockholder’s proxies's agents and attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such stockholder’s 's rights with respect to the Shares tendered by such stockholder and irrevocably accepted for payment purchase by us Purchaser (and with respect to any and all other Shares securities or other securities rights issued or issuable in respect of such Shares on or after the date of the Merger Agreementthis Offer to Purchase). All such proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is will be effective when, and only to the extent that, we accept Purchaser accepts for payment Shares tendered by such stockholder as provided herein. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder will with respect to such Shares or other securities or rights will, without further action, be revoked, revoked and no subsequent powers of attorney, proxies and proxies, consents or revocations may be given by such stockholder (and, if given, will not be deemed effective). Our designees will, with respect to the Shares or other securities and rights for which When the appointment is of the proxy becomes effective, the designees of Purchaser will thereby be empowered to exercise all voting and other rights of with respect to such stockholder as they, in their sole discretion, may deem proper at any annual, special, adjourned Shares and other securities or postponed meeting of the stockholders of the Company or otherwiserights. We reserve Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon our Purchaser's acceptance for payment for of such Shares we Shares, Purchaser must be able to Table of Contents exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such Shares and other securitiesrelated securities or rights. The Offer does not constitute a solicitation of proxies, including voting at absent a purchase of Shares, for any meeting of stockholders concerning any matterthe Company stockholders.

Appointment as Proxy. By executing and delivering a Letter of Transmittal as set forth above (or, in the case of a book-entry transfertransfer through DTC, by delivery of delivering an Agent’s Message in lieu of a Letter of Transmittal), the tendering stockholder irrevocably appoints our designees of Purchaser as such stockholder’s attorneys-in-fact and proxies, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered by such stockholder and accepted for payment by us Purchaser and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after the date of the Merger Agreement. All such proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, we accept Purchaser accepts for payment Shares tendered by such stockholder as provided herein. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder will with respect to such dividends, distributions, rights, Shares and other securities will, without further action, be revoked, and no subsequent powers of attorney, proxies and or consents may be given (and, if given, will not be deemed effective). Our Purchaser’s designees will, with respect to the Shares or other securities and rights for which the appointment is effective, be empowered to exercise all voting and other rights of such stockholder as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of the stockholders of the Company Receptos, by written consent in lieu of any such meeting or otherwise. We reserve Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon our Purchaser’s payment for such Shares we Shares, Purchaser must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such Shares and other securities, including voting at any meeting of stockholders or executing a written consent concerning any matter. The Offer does not constitute a solicitation of proxies, absent a purchase of Shares as provided herein, for any meeting of the stockholders of Receptos.

Appointment as Proxy. By executing and delivering a Letter of Transmittal as set forth above (or, in the case of a book-entry transfer, by delivery of an Agent’s Message in lieu of a Letter of Transmittal), the tendering stockholder irrevocably appoints our designees of Purchaser as such stockholder’s proxies, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered by such stockholder and accepted for payment by us Purchaser and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after the date of the Merger Agreement. All such proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, we accept Purchaser accepts for payment Shares tendered by such stockholder as provided herein. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder will be revoked, and no subsequent powers of attorney, proxies and consents may be given (and, if given, will not be deemed effective). Our Purchaser’s designees will, with respect to the Shares or other securities and rights for which the appointment is effective, be empowered to exercise all voting and other rights of such stockholder as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of the stockholders of the Company LifeCell, by written consent in lieu of any such meeting or otherwise. We reserve Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon our Purchaser’s payment for such Shares we Shares, Purchaser must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such Shares and other securities, including voting at any meeting of stockholders or executing a written consent concerning any matter.

Appointment as Proxy. By executing and delivering a the Letter of Transmittal as set forth above (or, in the case of a bookBook-entry transferEntry Transfer, by delivery of an Agent’s Message if submitted in lieu of a Letter of Transmittal), the tendering stockholder will irrevocably appoints our appoint designees of Purchaser as such stockholder’s proxiesagents and attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered by such stockholder and accepted for payment by us Purchaser (and with respect to any and all other Shares securities or other securities rights issued or issuable in respect of such Shares on or after the date of the Merger Agreementthis Offer to Purchase). All such proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is will be effective when, and only to the extent that, we accept Purchaser accepts for payment Shares tendered by such stockholder as provided herein. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder will with TABLE OF CONTENTS​ respect to such Shares or other securities or rights will, without further action, be revoked, revoked and no subsequent powers of attorney, proxies and proxies, consents or revocations may be given by such stockholder (and, if given, will not be deemed effective). Our designees will, with respect to the Shares or other securities and rights for which When the appointment is of the proxy becomes effective, the designees of Purchaser will thereby be empowered to exercise all voting and other rights of with respect to such stockholder as they, in their sole discretion, may deem proper at any annual, special, adjourned Shares and other securities or postponed meeting of the stockholders of the Company or otherwiserights. We reserve Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon our Purchaser’s acceptance for payment for of such Shares we Shares, Purchaser must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such Shares and other securitiesrelated securities or rights. The Offer does not constitute a solicitation of proxies, including voting at absent a purchase of Shares, for any meeting of stockholders concerning any matterScience 37 stockholders.

Appointment as Proxy. By executing and delivering a Letter of Transmittal as set forth above (or, in the case of a book-entry transfer, by delivery of delivering an Agent’s 's Message in lieu of a Letter of Transmittal), the tendering stockholder you irrevocably appoints appoint our designees as such stockholder’s your proxies, each with full power of substitution, to the full extent of such stockholder’s your rights with respect to the Shares tendered by such stockholder you and accepted for payment by us and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after the date of the Merger AgreementShares. All such proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, we accept for payment Shares tendered by such stockholder you as provided herein. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder you will be revoked, and no subsequent powers of attorney, proxies and or consents may be given by you (and, if given, will not be deemed effective). Our designees will, with respect to the Shares or other securities and rights for which the appointment is effective, be empowered to exercise all of your voting and other rights of such stockholder as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of the stockholders of the Company 3PAR, by written consent in lieu of any such meeting or otherwise. We reserve the right to require that, in order for Shares to be deemed validly tendered, immediately upon our payment for such Shares we must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such Shares and other securities, including voting at any meeting of stockholders or executing a written consent concerning any matter.

Appointment as Proxy. By executing and delivering a Letter of Transmittal as set forth above (or, in the case of a book-entry transfer, by delivery of an Agent’s Message in lieu of a Letter of Transmittal), the tendering stockholder shareholder irrevocably appoints our designees as such stockholdershareholder’s proxies, each with full power of substitution, to the full extent of such stockholdershareholder’s rights with respect to the Shares tendered by such stockholder shareholder and accepted for payment by us and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after the date of the Merger Agreement. All such proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, we accept for payment Shares tendered by such stockholder shareholder as provided herein. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder shareholder will be revoked, and no subsequent powers of attorney, proxies and consents may be given (and, if given, will not be deemed effective). Our designees will, with respect to the Shares or other securities and rights for which the appointment is effective, be empowered to exercise all voting and other rights of such stockholder shareholder as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of the stockholders shareholders of the Company Penwest, by written consent in lieu of any such meeting or otherwise. We reserve the right to require that, in order for Shares to be deemed validly tendered, immediately upon our payment for such Shares we must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such Shares and other securities, including voting at any meeting of stockholders shareholders or executing a written consent concerning any matter.

Appointment as Proxy. By executing and delivering a Letter of Transmittal as set forth above (or, in the case of a book-entry transfertransfer through DTC, by delivery of delivering an Agent’s Message in lieu of a Letter of Transmittal), the tendering stockholder irrevocably appoints our designees of Purchaser as such stockholder’s attorneys-in-fact and proxies, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered by such stockholder and accepted for payment by us Purchaser and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after the date of the Merger Agreement. All such proxies and powers of attorney will be considered coupled with an interest in the tendered Table of Contents Shares. Such appointment is effective when, and only to the extent that, we accept Purchaser accepts for payment Shares tendered by such stockholder as provided herein. Upon On the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder will with respect to such dividends, distributions, rights, Shares and other securities will, without further action, be revoked, and no subsequent powers of attorney, proxies and or consents may be given (and, if given, will not be deemed effective). Our Purchaser’s designees will, with respect to the Shares or other securities and rights for which the appointment is effective, be empowered to exercise all voting and other rights of such stockholder as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of the stockholders of the Company Relypsa, by written consent in lieu of any such meeting or otherwise. We reserve Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon our on Purchaser’s payment for such Shares we Shares, Purchaser must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such Shares and other securities, including voting at any meeting of stockholders or executing a written consent concerning any matter. The Offer does not constitute a solicitation of proxies, absent a purchase of Shares as provided herein, for any meeting of the stockholders of Relypsa.

Appointment as Proxy. By executing and delivering a the Letter of Transmittal as set forth above (or, in the case of a book-entry transfer, by delivery of an Agent’s Message in lieu of a Letter of Transmittal), the tendering stockholder will irrevocably appoints our appoint designees of the Purchaser as such stockholder’s proxiesagents and attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered by such stockholder and accepted for payment by us the Purchaser (and with respect to any and all other Shares securities or other securities rights issued or issuable in respect of such Shares on or after the date of the Merger Agreementthis Offer to Purchase). All such proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is will be effective when, and only to the extent that, we accept the Purchaser accepts for payment Shares tendered by such stockholder as provided herein. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder will with respect to such Shares or other securities or rights will, without further action, be revoked, revoked and no subsequent powers of attorney, proxies and proxies, consents or revocations may be given by such stockholder (and, if given, will not be deemed effective). Our designees will, with respect to the Shares or other securities and rights for which When the appointment is of the proxy becomes effective, the designees of the Purchaser will thereby be empowered to exercise all voting and other rights of with respect to such stockholder as theyShares and other securities or rights, including, without limitation, in their sole discretionrespect of any special meeting in connection with the Merger and, may deem proper at to the extent permitted by applicable law and Adeza’s certificate of incorporation and bylaws, any other annual, special, special or adjourned or postponed meeting of the stockholders Adeza’s stockholders, actions by written consent in lieu of the Company any such meeting or otherwise, as they in their reasonable discretion deem proper. We reserve The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon our the Purchaser’s acceptance for payment for of such Shares we Shares, the Purchaser must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such Shares and other securitiesrelated securities or rights, including voting at any meeting of stockholders concerning stockholders. The Offer does not constitute a solicitation of proxies, absent a purchase of Shares, for any mattermeeting of Adeza stockholders.

Appointment as Proxy. By executing and delivering a Letter of Transmittal as set forth above (or, in the case of a book-entry transfer, by delivery of delivering an Agent’s Message in lieu of a Letter of Transmittal), the tendering stockholder shareholder irrevocably appoints our designees of Purchaser as such stockholdershareholder’s attorneys-in-fact and proxies, each with full power of substitution, to the full extent of such stockholdershareholder’s rights with respect to the Shares tendered by such stockholder shareholder and accepted for payment by us Purchaser and with respect to any and all cash dividends, distributions, rights, other Shares or other securities issued or issuable in respect of such Shares on or after the date of the Merger Agreement. All such proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, we accept Purchaser accepts for payment Shares tendered by such stockholder shareholder as provided herein. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder will shareholder with respect to such dividends, distributions, rights, Shares and other securities will, without further action, be revoked, and no subsequent powers of attorney, proxies and or consents may be given (and, if given, will not be deemed effective). Our Purchaser’s designees will, with respect to the Shares or other securities and rights for which the appointment is effective, be empowered to exercise all voting and other rights of such stockholder shareholder as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of the stockholders shareholders of the Company ZOLL, by written consent in lieu of any such meeting or otherwise. We reserve Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon our Purchaser’s payment for such Shares we Shares, Purchaser must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such Shares and other securities, including voting at any meeting of stockholders shareholders or executing a written consent concerning any matter. The Offer does not constitute a solicitation of proxies, absent a purchase of Shares as provided herein, for any meeting of the shareholders of ZOLL.

Appointment as Proxy. By executing and delivering a Letter of Transmittal as set forth above (or, in the case of a book-entry transfer, by delivery of an Agent’s Message in lieu of a Letter of Transmittal), the tendering stockholder shareholder irrevocably appoints our designees as such stockholdershareholder’s proxies, each with full power of substitution, to the full extent of such stockholdershareholder’s rights with respect to the Shares tendered by such stockholder shareholder and accepted for payment by us and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after the date of the Merger Agreement. All such proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, we accept for payment Shares tendered by such stockholder shareholder as provided herein. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder shareholder will be revoked, and no subsequent powers of attorney, proxies and consents may be given (and, if given, will not be deemed effective). Our designees will, with respect to the Shares or other securities and rights for which the appointment is effective, be empowered to exercise all voting and other rights of such stockholder shareholder as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of the stockholders shareholders of the Company HealthTronics, by written consent in lieu of any such meeting or otherwise. We reserve the right to require that, in order for Shares to be deemed validly tendered, immediately upon our payment for such Shares we must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such Shares and other securities, including voting at any meeting of stockholders shareholders or executing a written consent concerning any matter.

Appointment as Proxy. By executing and delivering a Letter of Transmittal as set forth above (or, in the case of a book-entry transfertransfer through DTC, by delivery of delivering an Agent’s Message in lieu of a Letter of Transmittal), the tendering stockholder irrevocably appoints our designees of Purchaser as such stockholder’s attorneys-in-fact and proxies, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered by such stockholder and accepted for payment by us Purchaser and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after the date of the Merger Agreement. All such proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, we accept Purchaser accepts for payment Shares tendered by such stockholder as provided herein. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder will with respect to such dividends, distributions, rights, Shares and other securities will, without further action, be revoked, and no subsequent powers of attorney, proxies and or consents may be given (and, if given, will not be deemed effective). Our Purchaser’s designees will, with respect to the Shares or other securities and rights for which the appointment is effective, be empowered to exercise all voting and other rights of such stockholder as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of the stockholders of the Company TCS, by written consent in lieu of any such meeting or otherwise. We reserve Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon our Purchaser’s payment for such Shares we Shares, Purchaser must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such Shares and other securities, including voting at any meeting of stockholders or executing a written consent concerning any matter. The Offer does not constitute a solicitation of proxies, absent a purchase of Shares as provided herein, for any meeting of the stockholders of TCS.

Appointment as Proxy. By executing and delivering a Letter of Transmittal as set forth above (or, in the case of a book-entry transfer, by delivery of an Agent’s 's Message in lieu of a Letter of Transmittal), the tendering stockholder irrevocably appoints our designees of Purchaser as such stockholder’s 's proxies, each with full power of substitution, to the full extent of such stockholder’s 's rights with respect to the Shares tendered by such stockholder and accepted for payment by us Purchaser and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after the date of the Merger Agreement. All such proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, we accept Purchaser accepts for payment Shares tendered by such stockholder as provided herein. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder will be revoked, and no subsequent powers of attorney, proxies and consents may be given (and, if given, will not be deemed effective). Our Purchaser's designees will, with respect to the Shares or other securities and rights for which the appointment is effective, be empowered to exercise all voting and other rights of such stockholder as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of the stockholders of the Company Criticare, by written consent in lieu of any such meeting or otherwise. We reserve Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon our Purchaser's payment for such Shares we Shares, Purchaser must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such Shares and other securities, including voting at any meeting of stockholders or executing a written consent concerning any matter.

Appointment as Proxy. By executing and delivering a Letter of Transmittal as set forth above (or, in the case of a book-entry transfer, by delivery of delivering an Agent’s 's Message in lieu of a Letter of Transmittal), the tendering stockholder irrevocably appoints our designees of Purchaser as such stockholder’s 's attorneys-in-fact and proxies, each with full power of substitution, to the full extent of such stockholder’s 's rights with respect to the Shares tendered by such stockholder and accepted for payment by us Purchaser and with respect to any and all dividends (other than the Declared Dividend (as defined below)), distributions, rights, other Shares or other securities issued or issuable in respect of such Shares on or after the date of the Merger Agreement. All such proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, we accept Purchaser accepts for payment Shares tendered by such stockholder as provided herein. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder will with respect to such dividends, distributions, rights, Shares and other securities will, without further action, be revoked, and no subsequent powers of attorney, proxies and or consents may be given (and, if given, will not be deemed effective). Our Purchaser's designees will, with respect to the Shares or other securities and rights for which the appointment is effective, be empowered to exercise all voting and other rights of such stockholder as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of the stockholders of the Company Xxxxxx Xxxx, by written consent in lieu of any such meeting or otherwise. We reserve Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon our Purchaser's payment for such Shares we Shares, Purchaser must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such Shares and other securities, including voting at any meeting of stockholders or executing a written consent concerning any matter. The Offer does not constitute a solicitation of proxies, absent a purchase of Shares as provided herein, for any meeting of the stockholders of Xxxxxx Xxxx.

Appointment as Proxy. By executing and delivering a Letter of Transmittal as set forth above (or, in the case of a book-entry transfertransfer through DTC, by delivery of delivering an Agent’s Message in lieu of a Letter of Transmittal), the tendering stockholder irrevocably appoints our designees of Purchaser as such stockholder’s attorneys-in-fact and proxies, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered by such stockholder and accepted for payment by us Purchaser and with respect to any and all dividends, distributions, rights, other Shares or other securities issued or issuable in respect of such Shares on or after the date of the Merger Agreement. All such proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, we accept Purchaser accepts for payment Shares tendered by such stockholder as provided herein. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder will with respect to such dividends, distributions, rights, Shares and other securities will, without further action, be revoked, and no subsequent powers of attorney, proxies and or consents may be given (and, if given, will not be deemed not effective). Our Purchaser’s designees will, with respect to the Shares or other securities and rights for which the appointment is effective, be empowered to exercise all voting and other rights of such stockholder as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of the stockholders of the Company Nanosphere, by written consent in lieu of any such meeting or otherwise. We reserve Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon our Purchaser’s payment for such Shares we Shares, Purchaser must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such Shares and other securities, including voting at any meeting of stockholders or executing a written consent concerning any matter.

Appointment as Proxy. By executing and delivering a the Letter of Transmittal as set forth above (or, in the case of a book-entry transfer, by delivery of an Agent’s Message in lieu of a Letter of Transmittal), the tendering stockholder will irrevocably appoints our appoint the designees of the Purchaser as such stockholder’s proxiesagents and attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered by such stockholder and accepted for payment by us the Purchaser (and with respect to any and all other Shares securities or other securities rights issued or issuable in respect of such Shares on or after the date of the Merger Agreementthis Offer to Purchase). All such proxies and powers of attorney will be considered irrevocable and coupled with an interest in the tendered Shares. Such This appointment is effective when, and only to the extent that, we accept the Purchaser accepts for payment Shares tendered by such stockholder as provided herein. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder will with respect to such Shares or other securities or rights will, to the fullest extent permitted by law, without further action, be revoked, revoked and no subsequent powers of attorney, proxies and proxies, consents or revocations may be given by such stockholder (and, if given, will not be deemed effective). Our designees will, with respect to the Shares or other securities and rights for which When the appointment is of the proxy becomes effective, the designees of the Purchaser will thereby be empowered to exercise all voting and other rights with respect to such Shares and other Table of such stockholder as theyContents securities or rights, in their sole discretionincluding, may deem proper without limitation, to the extent permitted by applicable law and Everyday Health’s certificate of incorporation and bylaws, at any annual, special, special or adjourned or postponed meeting of the stockholders Everyday Health’s stockholders, actions by written consent in lieu of the Company any such meeting or otherwise, as they in their sole discretion deem proper. We reserve The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon our the Purchaser’s acceptance for payment for of such Shares we Shares, the Purchaser must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such Shares and other securitiesrelated securities or rights, including voting at any meeting of stockholders concerning any matterstockholders.

Appointment as Proxy. By executing and delivering a Letter of Transmittal as set forth above (or, in the case of a book-entry transfer, by delivery of an Agent’s 's Message in lieu of a Letter of Transmittal), the tendering stockholder irrevocably appoints our designees of the Offeror as such that stockholder’s 's proxies, each with full power of substitution, to the full extent of such that stockholder’s 's rights with respect to the Shares tendered by such that stockholder and accepted for payment by us the Offeror and with respect to any and all other Shares or other securities issued or issuable in respect of such those Shares on or after the date of the Merger Agreement. All such those proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, we accept the Offeror accepts for payment Shares tendered by such the stockholder as provided herein. Upon the effectiveness of such the appointment, all prior powers of attorney, proxies and consents given by such that stockholder will be revoked, and no subsequent powers of attorney, proxies and consents may be given (and, if given, will not be deemed effective). Our Upon the effectiveness of the appointment, the Offeror's designees will, with respect to the Shares or other securities and rights for which the appointment is effective, be empowered to exercise all voting and other rights of such that stockholder as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of the stockholders Smart & Final's stockholders, by written consent in lieu of the Company any such meeting or otherwise. We reserve The Offeror reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon our the Offeror's payment for such Shares we those Shares, the Offeror must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such those Shares and other securities, including voting at any meeting of stockholders or executing a written consent concerning any matter.

Appointment as Proxy. By executing and delivering a Letter of Transmittal as set forth above (or, in the case of a book-entry transfertransfer through DTC, by delivery of delivering an Agent’s Message in lieu of a Letter of Transmittal), the tendering stockholder irrevocably appoints our designees of Purchaser as such stockholder’s attorneys-in-fact and proxies, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered by such stockholder and accepted for payment by us Purchaser and with respect to any and all dividends (other than a Company Dividend (as defined in Section 11—“Purpose of the Offer and Plans for Xxxxx’s; Merger Agreement and Other Agreements—The Merger”)), distributions, rights, other Shares or other securities issued or issuable in respect of such Shares on or after the date of the Merger Agreement. All such proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, we accept Purchaser accepts for payment Shares tendered by such stockholder as provided herein. Upon the effectiveness of such appointment, all prior powers of attorney, Table of Contents proxies and consents given by such stockholder will with respect to such dividends, distributions, rights, Shares and other securities will, without further action, be revoked, and no subsequent powers of attorney, proxies and or consents may be given (and, if given, will not be deemed effective). Our Purchaser’s designees will, with respect to the Shares or other securities and rights for which the appointment is effective, be empowered to exercise all voting and other rights of such stockholder as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of the stockholders of the Company Xxxxx’s, by written consent in lieu of any such meeting or otherwise. We reserve Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon our Purchaser’s payment for such Shares we Shares, Purchaser must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such Shares and other securities, including voting at any meeting of stockholders or executing a written consent concerning any matter. The Offer does not constitute a solicitation of proxies, absent a purchase of Shares as provided herein, for any meeting of the stockholders of Xxxxx’s.

Appointment as Proxy. By executing and delivering a the Letter of Transmittal as set forth above (or, in the case of a book-entry transfer, by delivery of an Agent’s Message in lieu of a Letter of Transmittal)above, the tendering stockholder will irrevocably appoints our appoint designees of Purchaser as such stockholder’s proxies's attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such stockholder’s 's rights with respect to the Shares tendered by such stockholder and accepted for payment by us Purchaser and with respect to any and all other Shares or other securities or rights issued or issuable in respect of such Shares on or after the date of the Merger AgreementShares. All such proxies and powers of attorney and proxies will be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment is will be effective when, and only to the extent that, we accept for payment Shares tendered by such stockholder as provided herein. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder will with respect to such Shares or other securities or rights will, without further action, be revoked, revoked and no subsequent powers of attorney, proxies and proxies, consents or revocations may be given by such stockholder (and, if given, will not be deemed effective). Our The designees will, with respect to the Shares or other securities and rights for which the appointment is effective, of Purchaser will thereby be empowered to exercise all voting and other rights with respect to such Shares and other securities or rights, including, without limitation, in respect of any annual, special or adjourned meeting of TubeMogul's stockholders, actions by written consent in lieu of any such stockholder meeting or otherwise, as they, they in their sole discretion, may discretion deem proper at any annual, special, adjourned or postponed meeting of the stockholders of the Company or otherwiseproper. We reserve the right to require that, in order for Shares to be deemed validly tendered, immediately upon our acceptance for payment for of such Shares we Shares, Purchaser must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such Shares and other securitiesrelated securities or rights, including voting at any meeting of stockholders concerning any matterstockholders.