Common use of Appointment of Proxy Clause in Contracts

Appointment of Proxy. Each Shareholder hereby irrevocably grants to, and appoints, Xxxx Xxxxx, Xxxx Xxxxx, and any other individual who shall hereafter be designated by HK, such Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Shareholder, to vote such Shareholder's Shares, or grant a consent or approval in respect of such Shares, at any meeting of shareholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, (i) in favor of the Merger, the adoption by the Company of the Merger Agreement and the approval of the other transactions contemplated by the Merger Agreement and (ii) against any Alternative Transaction or Frustrating Transaction.