Common use of Appointment of Proxy Clause in Contracts

Appointment of Proxy. (a) The undersigned Stockholder hereby irrevocably constitutes and appoints Xxxxxxx Xxxxx attorney and proxy with full power of substitution to act and vote all the shares of the Corporation held by the undersigned in connection with any meeting or written consent of the stockholders of the Corporation to approve the matters described below, and at any adjournment or adjournments thereof, provided such stockholders meeting is held, or written consent is circulated, on or before April 30, 2004. The undersigned hereby directs this proxy to be voted solely with respect to the following matters: (i) For approval of the Amendment to the Certificate of Incorporation in the form attached on Schedule A to this Agreement (the “Amendment”). (ii) For approval of the conversion of all shares of Series A Preferred Stock of the Corporation into Common Stock as provided in the Amendment. (b) This proxy is given to induce the Corporation to enter into this Agreement, it being agreed by the undersigned Stockholder that entering into this Agreement causes the appointment of the named proxy to be coupled with an interest. (c) In the event that, as the result of a stock split or stock dividend or combination of shares or any other change, or exchange for other securities, by reclassification, reorganization, merger, consolidation, recapitalization or otherwise, Stockholder should be entitled to new or additional or different shares of stock or securities, such new or substitute shares or securities shall be subject to this proxy.

Appointment of Proxy. (a) The undersigned Stockholder hereby irrevocably constitutes and appoints Xxxxxxx Xxxxx attorney and proxy with full power of substitution to act and vote all the shares of the Corporation held by the undersigned in connection with any meeting or written consent of the stockholders of the Corporation to approve the matters described below, and at any adjournment or adjournments thereof, provided such stockholders meeting is held, or written consent is circulated, on or before April 30, 2004. The undersigned hereby directs this proxy to be voted solely with respect to the following matters: (i) For approval of the Amendment to the Certificate of Incorporation in the form attached on Schedule A to this Agreement (the “"Amendment”"). (ii) For approval of the conversion of all shares of Series A Preferred Stock of the Corporation into Common Stock as provided in the Amendment. (b) This proxy is given to induce the Corporation to enter into this Agreement, it being agreed by the undersigned Stockholder that entering into this Agreement causes the appointment of the named proxy to be coupled with an interest. (c) In the event that, as the result of a stock split or stock dividend or combination of shares or any other change, or exchange for other securities, by reclassification, reorganization, merger, consolidation, recapitalization or otherwise, Stockholder should be entitled to new or additional or different shares of stock or securities, such new or substitute shares or securities shall be subject to this proxy.