Common use of Conditional Irrevocable Proxy Clause in Contracts

Conditional Irrevocable Proxy. Until the Expiration Time, if the Stockholder attempts to vote the Stockholder’s Covered Shares, in person or by proxy, in a manner which is inconsistent with Section 3 (a “Triggering Event”), the Stockholder will be deemed, upon and at the time of such Triggering Event, to hereby irrevocably appoint Parent (and any Person or Persons designated by Parent) as its attorney-in-fact and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder’s voting rights with respect to all of the Stockholder’s Covered Shares (which proxy is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Stockholder) and which appointment is coupled with an interest, including for purposes of Section 212 of the DGCL) to vote (or issue instructions to the record holder to vote), and to execute (or issue instructions to the record holder to execute) written consents with respect to, all of the Stockholder’s Covered Shares solely on the matters described in, and in accordance with the provisions of Section 3 (such proxy, the “Conditional Proxy”); provided that the Conditional Proxy shall not arise and shall have no force or effect prior to the occurrence of a Triggering Event. The Conditional Proxy shall be given to secure the obligations of the Stockholder under Section 3, and in consideration of and as an additional inducement of Parent and Merger Sub to enter into the Merger Agreement, and, from and after the occurrence of a Triggering Event, shall be irrevocable prior to the termination of this Agreement in accordance with Section 12.16, at which time any such proxy shall terminate. The Conditional Proxy shall not be terminated by operation of any Law or upon the occurrence of any other event other than upon the valid termination of this Agreement in accordance with Section 12.16, at which time any such proxy shall terminate. Parent may terminate the Conditional Proxy with respect to the Stockholder at any time in its sole and absolute discretion by written notice provided to the Stockholder. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the Conditional Proxy contained herein and hereby revokes any proxy previously granted by the Stockholder with respect to the Covered Shares that covers matters addressed by this Agreement.

Conditional Irrevocable Proxy. Until the Expiration Time, if the Stockholder attempts to vote the Stockholder’s Covered Shares, For so long as this Agreement has not been validly terminated in person or by proxy, in a manner which is inconsistent accordance with Section 3 (a “Triggering Event”)5.2, the each Stockholder will be deemed, upon and at the time of such Triggering Event, to hereby irrevocably appoint appoints Parent (and any Person or Persons designated by Parent) as its attorney-in-fact and proxy with full power of substitution and resubstitution, to the full extent of the such Stockholder’s voting rights with respect to all of the such Stockholder’s Covered Subject Shares (which proxy is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the such Stockholder) and which appointment is coupled with an interest, including for purposes of Section 212 of the DGCL) to vote (or issue instructions to the record holder to vote), and to execute (or issue instructions to the record holder to execute) written consents with respect to, all of the such Stockholder’s Covered Subject Shares solely on the matters described in, and in accordance with the provisions of Section 3 1.2 if, and only if, such Stockholder fails to comply with the provisions of Section 1.2 (such proxy, the “Conditional Proxy”); provided that the Conditional Proxy shall not arise and shall have no force or effect prior to the occurrence of a Triggering Event. The Conditional Proxy shall be was given to secure the obligations of the such Stockholder under Section 31.2, and in consideration of and as an additional inducement of Parent and Merger Sub Purchaser to enter into the Merger Agreement, and, from and after the occurrence of a Triggering Event, shall be irrevocable prior to the termination of this Agreement in accordance with Section 12.16, at which time any such proxy shall terminateirrevocable. The Conditional Proxy shall not be terminated by operation of any Law or upon the occurrence of any other event other than upon the valid termination of this Agreement in accordance with Section 12.16, at which time any such proxy shall terminate5.2. Parent may terminate the Conditional Proxy with respect to the a Stockholder at any time in its sole and absolute discretion by written notice provided to the such Stockholder. The Such Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the Conditional Proxy contained herein and hereby revokes any proxy previously granted by the such Stockholder with respect to the Covered Subject Shares that covers matters addressed by this Agreement.

Conditional Irrevocable Proxy. Until Solely with respect to the Expiration Timematters described in Section 4, for so long as this Agreement has not been validly terminated in accordance with its terms, and in order to secure the obligations of the Stockholder to vote their Vote Shares in accordance with the provisions of Section 4 hereof, if the Stockholder (i) fails to comply with its obligations under Section 4 or (ii) otherwise attempts to vote the Stockholder’s Covered its Vote Shares, in person or by proxy, in a manner which that is inconsistent with Section 3 4(a)(ii) (each, a “Triggering Event”), the Stockholder will be deemed, upon and at the time of such Triggering Event, to hereby irrevocably appoint Parent (and any Person or Persons designated by Parent) as its attorney-in-fact attorney and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder’s voting rights with respect to all of the Stockholder’s Covered its Vote Shares (which proxy is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Stockholder) and which appointment is coupled with an interest, including for purposes of Section 212 of the DGCL) to vote (or issue instructions to the record holder to vote), and to execute (or issue instructions to the record holder to execute) written consents with respect to, all of the Stockholder’s Covered its Vote Shares solely on the matters described in, in Section 4(a)(ii) and in accordance with the provisions of Section 3 (such proxytherewith; provided, the “Conditional Proxy”); provided that the Conditional Proxy proxy contemplated by this Section 5 shall not arise and shall have no force or effect prior to the occurrence of a Triggering Event. The Conditional Proxy shall be given to secure the obligations of the Stockholder under Section 3, and in consideration of and as an additional inducement of Parent and Merger Sub to enter into the Merger Agreement, and, from and after the occurrence of a Triggering Event, shall be irrevocable prior to the termination of this Agreement in accordance with Section 12.16, at which time any such proxy shall terminate. The Conditional Proxy shall not be terminated by operation of any Law or upon the occurrence of any other event other than upon the valid termination of this Agreement in accordance with Section 12.16, at which time any such proxy shall terminate. Parent may terminate the Conditional Proxy with respect to the Stockholder at any time in its sole and absolute discretion by written notice provided to the Stockholder. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the Conditional Proxy proxy contained herein and hereby revokes herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with its terms; provided, that Parent may terminate this proxy at any proxy previously granted time in its sole discretion by the Stockholder with respect written notice provided to the Covered Shares that covers matters addressed by Stockholder. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this AgreementSection 5.

Conditional Irrevocable Proxy. Until Solely with respect to the Expiration Timematters described in Section 4 and subject to Section 4(c), for so long as this Agreement has not been validly terminated in accordance with its terms, and in order to secure the obligations of the Stockholder to vote their Vote Shares in accordance with the provisions of Section 4 hereof, if the Stockholder (i) fails to comply with its obligations under Section 4 or (ii) otherwise attempts to vote the Stockholder’s Covered its Vote Shares, in person or by proxy, in a manner which that is inconsistent with Section 3 4(a)(ii) (each, a “Triggering Event”), the Stockholder will be deemed, upon and at the time of such Triggering Event, to hereby irrevocably appoint Parent (and any Person or Persons designated by Parent) as its attorney-in-fact attorney and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder’s voting rights with respect to all of the Stockholder’s Covered its Vote Shares (which proxy is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Stockholder) and which appointment is coupled with an interest, including for purposes of Section 212 of the DGCL) to vote (or issue instructions to the record holder to vote), and to execute (or issue instructions to the record holder to execute) written consents with respect to, all of the Stockholder’s Covered its Vote Shares solely on the matters described in, in Section 4(a)(ii) and in accordance with the provisions of Section 3 (such proxytherewith; provided, the “Conditional Proxy”); provided that the Conditional Proxy proxy contemplated by this Section 5 shall not arise and shall have no force or effect prior to the occurrence of a Triggering Event. The Conditional Proxy shall be given to secure the obligations of the Stockholder under Section 3, and in consideration of and as an additional inducement of Parent and Merger Sub to enter into the Merger Agreement, and, from and after the occurrence of a Triggering Event, shall be irrevocable prior to the termination of this Agreement in accordance with Section 12.16, at which time any such proxy shall terminate. The Conditional Proxy shall not be terminated by operation of any Law or upon the occurrence of any other event other than upon the valid termination of this Agreement in accordance with Section 12.16, at which time any such proxy shall terminate. Parent may terminate the Conditional Proxy with respect to the Stockholder at any time in its sole and absolute discretion by written notice provided to the Stockholder. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the Conditional Proxy proxy contained herein and hereby revokes herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with its terms; provided, that Parent may terminate this proxy at any proxy previously granted time in its sole discretion by the Stockholder with respect written notice provided to the Covered Shares that covers matters addressed by Stockholder. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this AgreementSection 5.

Conditional Irrevocable Proxy. Until the Expiration Time, if the Each Stockholder attempts to vote the Stockholder’s Covered Shares, in person or by proxy, in a manner which is inconsistent with Section 3 (a “Triggering Event”), the Stockholder will be deemed, upon and at the time of such Triggering Event, to hereby irrevocably appoint appoints Parent (and any Person or Persons designated by Parent) as its attorney-in-fact and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder’s voting rights with respect to all of the Stockholder’s Covered Subject Shares (which proxy is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Stockholder) and which appointment is coupled with an interest, including for purposes of Section 212 of the DGCL) to vote (or issue instructions to the record holder to vote), and to execute (or issue instructions to the record holder to execute) written consents with respect to, all of the Stockholder’s Covered Subject Shares solely on the matters described in, and in accordance with the provisions of Section 3 1.2, if, and only if, the Stockholder fails to comply with the provisions of Section 1.2 (such proxy, the “Conditional Proxy”); provided that the Conditional Proxy shall not arise and shall have no force or effect prior to the occurrence of a Triggering Event. The Conditional Proxy shall be is given to secure the obligations of the Stockholder under Section 31.2, and in consideration of and as an additional inducement of Parent and Merger Sub to enter into the Merger Agreement, and, from and after the occurrence of a Triggering Event, shall be irrevocable prior to the termination of this Agreement in accordance with Section 12.16, at which time any such proxy shall terminate. The Conditional Proxy shall not automatically and without further action be revoked, terminated by operation and of any Law no further force or upon the occurrence of any other event other than effect, immediately upon the valid termination of this Agreement in accordance with Section 12.16, at which time any such proxy shall terminate5.2. Parent may terminate the Conditional Proxy with respect to the a Stockholder at any time in its sole and absolute discretion by written notice provided to the Stockholder. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the Conditional Proxy contained herein and hereby revokes any proxy previously granted by the Stockholder with respect to the Covered its Subject Shares that covers matters addressed by this Agreement. Except as expressly set forth herein, Parent and Merger Sub acknowledge (a) that the Conditional Proxy granted hereby shall not be effective for any other purpose, and (b) such Conditional Proxy shall not limit the rights of the Stockholder to vote or exercise their or its rights to consent in favor of or against, or abstain with respect to, any matter presented from time to time to the Company’s stockholders that is not subject to the Conditional Proxy granted to Parent in respect of the Subject Shares pursuant to this Section 1.3.

Conditional Irrevocable Proxy. Until Solely with respect to the Expiration Timematters described in Section 4 [and subject to Section 4(c),]3 for so long as this Agreement has not been validly terminated in accordance with its terms, and in order to secure the obligations of the Stockholder to vote their Vote Shares in accordance with the provisions of Section 4 hereof, if the Stockholder (i) fails to comply with its obligations under Section 4 or (ii) otherwise attempts to vote the Stockholder’s Covered its Vote Shares, in person or by proxy, in a manner which that is inconsistent with Section 3 4(a)(ii) (each, a “Triggering Event”), the Stockholder will be deemed, upon and at the time of such Triggering Event, to hereby irrevocably appoint Parent (and any Person or Persons designated by Parent) as its attorney-in-fact attorney and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder’s voting rights with respect to all of the Stockholder’s Covered its Vote Shares (which proxy is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of the Stockholder) and which appointment is coupled with an interest, including for purposes of Section 212 of the DGCL) to vote (or issue instructions to the record holder to vote), and to execute (or issue instructions to the record holder to execute) written consents with respect to, all of the Stockholder’s Covered its Vote Shares solely on the matters described in, in Section 4(a)(ii) and in accordance with the provisions of Section 3 (such proxytherewith; provided, the “Conditional Proxy”); provided that the Conditional Proxy proxy contemplated by this Section 5 shall not arise and shall have no force or effect prior to the occurrence of a Triggering Event. The Conditional Proxy shall be given to secure the obligations of the Stockholder under Section 3, and in consideration of and as an additional inducement of Parent and Merger Sub to enter into the Merger Agreement, and, from and after the occurrence of a Triggering Event, shall be irrevocable prior to the termination of this Agreement in accordance with Section 12.16, at which time any such proxy shall terminate. The Conditional Proxy shall not be terminated by operation of any Law or upon the occurrence of any other event other than upon the valid termination of this Agreement in accordance with Section 12.16, at which time any such proxy shall terminate. Parent may terminate the Conditional Proxy with respect to the Stockholder at any time in its sole and absolute discretion by written notice provided to the Stockholder. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the Conditional Proxy proxy contained herein and hereby revokes herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with its terms; provided, that Parent may terminate this proxy at any proxy previously granted time in its sole discretion by the Stockholder with respect written notice provided to the Covered Shares that covers matters addressed by Stockholder. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this AgreementSection 5.