Common use of Conditional Irrevocable Proxy Clause in Contracts

Conditional Irrevocable Proxy. For so long as this Agreement has not been validly terminated in accordance with Section 5.2, each Stockholder hereby irrevocably 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 such Stockholder’s voting rights with respect to all such Stockholder’s Subject Shares (which proxy is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of 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 such Stockholder’s Subject Shares solely on the matters described in, and in accordance with the provisions of Section 1.2 if, and only if, such Stockholder fails to comply with the provisions of Section 1.2 (such proxy, the “Conditional Proxy”). The Conditional Proxy was given to secure the obligations of such Stockholder under Section 1.2, and in consideration of and as an additional inducement of Parent and Purchaser to enter into the Merger Agreement, and shall be irrevocable. 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 5.2. Parent may terminate the Conditional Proxy with respect to a Stockholder at any time in its sole and absolute discretion by written notice provided to such Stockholder. 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 such Stockholder with respect to the Subject Shares that covers matters addressed by this Agreement.

Conditional Irrevocable Proxy. For so long as this Agreement has not been validly terminated in accordance with Section 5.2, each Each Stockholder hereby irrevocably 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 such the Stockholder’s voting rights with respect to all such of the Stockholder’s Subject Shares (which proxy is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such 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 such the Stockholder’s Subject Shares solely on the matters described in, and in accordance with the provisions of Section 1.2 1.2, if, and only if, such the Stockholder fails to comply with the provisions of Section 1.2 (such proxy, the “Conditional Proxy”). The Conditional Proxy was is given to secure the obligations of such the Stockholder under Section 1.2, and in consideration of and as an additional inducement of Parent and Purchaser Merger Sub to enter into the Merger Agreement, and shall be irrevocable. 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 5.2. Parent may terminate the Conditional Proxy with respect to a Stockholder at any time in its sole and absolute discretion by written notice provided to such the Stockholder. Such 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 such the Stockholder with respect to the 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. For Solely with respect to the matters 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 5.24 hereof, each if the Stockholder (i) fails to comply with its obligations under Section 4 or (ii) otherwise attempts to vote its Vote Shares, in person or by proxy, in a manner that is inconsistent with Section 4(a)(ii) (each, a “Triggering Event”), the Stockholder will be deemed, upon and at the time of such Triggering Event, to hereby irrevocably appoints 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 such the Stockholder’s voting rights with respect to all such Stockholder’s Subject of 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 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 such Stockholder’s Subject of its Vote Shares solely on the matters described in, in Section 4(a)(ii) and in accordance with therewith; provided, that the provisions of proxy contemplated by this Section 1.2 if, and only if, such Stockholder fails to comply with the provisions of Section 1.2 (such proxy, the “Conditional Proxy”). The Conditional Proxy was given to secure the obligations of such Stockholder under Section 1.2, and in consideration of and as an additional inducement of Parent and Purchaser to enter into the Merger Agreement, 5 shall not arise and shall be irrevocable. The Conditional Proxy shall not be terminated by operation of any Law have no force or upon effect prior to the occurrence of any other event other than upon the valid termination of this Agreement in accordance with Section 5.2a Triggering Event. Parent may terminate the Conditional Proxy with respect to a Stockholder at any time in its sole and absolute discretion by written notice provided to such Stockholder. Such 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 such Stockholder with respect written notice provided to the Subject 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. For Solely with respect to the matters 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 5.24 hereof, each if the Stockholder (i) fails to comply with its obligations under Section 4 or (ii) otherwise attempts to vote its Vote Shares, in person or by proxy, in a manner that is inconsistent with Section 4(a)(ii) (each, a “Triggering Event”), the Stockholder will be deemed, upon and at the time of such Triggering Event, to hereby irrevocably appoints 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 such the Stockholder’s voting rights with respect to all such Stockholder’s Subject of 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 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 such Stockholder’s Subject of its Vote Shares solely on the matters described in, in Section 4(a)(ii) and in accordance with therewith; provided, that the provisions of proxy contemplated by this Section 1.2 if, and only if, such Stockholder fails to comply with the provisions of Section 1.2 (such proxy, the “Conditional Proxy”). The Conditional Proxy was given to secure the obligations of such Stockholder under Section 1.2, and in consideration of and as an additional inducement of Parent and Purchaser to enter into the Merger Agreement, 5 shall not arise and shall be irrevocable. The Conditional Proxy shall not be terminated by operation of any Law have no force or upon effect prior to the occurrence of any other event other than upon the valid termination of this Agreement in accordance with Section 5.2a Triggering Event. Parent may terminate the Conditional Proxy with respect to a Stockholder at any time in its sole and absolute discretion by written notice provided to such Stockholder. Such 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 such Stockholder with respect written notice provided to the Subject 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.