Common use of Delivery of Proxy Clause in Contracts

Delivery of Proxy. In furtherance of the agreements contained in SECTION 4 hereof, each Stockholder hereby agrees (a) to complete and send the proxy card received by such Stockholder with the Joint Proxy Statement, so that such proxy card is received by Powertel, as prescribed by the Joint Proxy Statement, not later than the fifth Business Day preceding the day of the Powertel Stockholders Meeting, (b) to vote, by completing such proxy card but not otherwise, all the Shares it owns of record or Beneficially Owns as of the record date for the Powertel Stockholders Meeting (i) in favor of the VoiceStream Reorganization and the VoiceStream Reorganization Agreement and (ii) if the opportunity to do so is presented to such Stockholder on the proxy card, against any Alternative Transaction and (c) not to revoke any such proxy.