Common use of Grant of Irrevocable Proxy; Appointment of Proxy Clause in Contracts

Grant of Irrevocable Proxy; Appointment of Proxy. (i) During the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, Shareholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholder, to vote (or cause to be voted) the Shares at any meeting of the Shareholders, however called: (a) in favor of the Merger; (b) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During Prior to the period commencing on the date hereof and continuing until termination of this Agreement terminates pursuant and without in any way limiting any Stockholder’s right to Section 2 hereofvote the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, Shareholder consent or other approval, the Stockholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Parent and any individual who shall hereafter succeed to any designee thereof, such office of Parent, and each of them individually, Shareholder's Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholdersuch Stockholder, to vote (or cause attend any meeting of the stockholders of the Company on behalf of such Stockholder, to be voted) the include such Subject Shares in any computation for purposes of establishing a quorum at any meeting of stockholders of the ShareholdersCompany, however called: and to vote all Subject Shares, or to grant a consent or approval in respect of the Subject Shares, in connection with any meeting of the stockholders of the Company or any action by written consent in lieu of a meeting of stockholders of the Company (ai) to the extent necessary, in favor of the Merger; adoption of the Acquisition Agreement and any other matter necessary for consummation of the transactions contemplated by the Acquisition Agreement and/or (bii) against any action or agreement which would in any material respect impede, interfere with or prevent the Offer or the Merger, including, but not limited to, any (A) Acquisition Proposal, (B) reorganization, recapitalization, dissolution, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company other than the Merger, (C) action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Stockholder under the Merger this Agreement; and , or (cD) against any corporate action or agreement (other than agreement, the Merger Agreement consummation of which, or proposal, the transactions contemplated thereby) that approval of which, would impede, interfere with, delay, postpone reasonably be expected to prevent or attempt to discourage materially delay the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or consummation of any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement the Acquisition Agreement, including the Offer and the Merger AgreementMerger.

Grant of Irrevocable Proxy; Appointment of Proxy. (i) During the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, Shareholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx Richard Smith and Xxxxxxx XxxxxxxRichard Warzala, or either of them, in their respective capacities respectxxx xxxxxxxxxs as officers of Parentxxxxxxxx xx Xxxent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholder, to vote (or cause to be voted) the Shares at any meeting of the Shareholders, however called: (a) in favor of the Merger; (b) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During Without in any way limiting Shareholder’s right to vote the period commencing Shares in its sole discretion on the date hereof any other matters that may be submitted to a shareholder vote, consent or other approval, unless and continuing until this Agreement terminates pursuant to Section 2 hereof9, Shareholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Parent and any individual who shall hereafter succeed to any such office of Parent, and each of them individuallydesignee thereof, Shareholder's ’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Shareholder, to vote (or cause attend any meeting of the shareholders of the Company on behalf of such Shareholder, to be voted) the include such Shares in any computation for purposes of establishing a quorum at any meeting of shareholders of the ShareholdersCompany, however called: and to vote all Shares beneficially owned or controlled by such Shareholder (athe “Vote Shares”), or to grant a consent or approval in respect of the Vote Shares, in connection with any meeting of the shareholders of the Company or any action by written consent in lieu of a meeting of shareholders of the Company (i) in favor of the Merger; Merger or any other transaction pursuant to which Parent proposes to acquire the Company, whether by tender offer or merger, in which shareholders of the Company would receive aggregate consideration per share of Company Common Stock equal to or greater than the consideration to be received by such shareholders in the Offer and the Merger and/or (bii) against (A) any action or agreement which would in any material respect impede, interfere with or prevent the Offer or the Merger, including, but not limited to, any other extraordinary corporate transaction, including, a merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend or liquidation involving the Company and a third party, or any other proposal of a third party to acquire the Company or all or substantially all of the assets thereof, (B) any Company Takeover Proposal and any action in furtherance of any Company Takeover Proposal and (C) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Shareholder under the Merger Agreement; and (c) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During Subject to the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereoflast sentence of subsection (c) hereunder, Shareholder Stockholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx Parent and Xxxxxxx Xxxxxxxeach of its designees (individually, or either of theman "Authorized Party" and, in their respective capacities as officers of Parentcollectively, and any individual who shall hereafter succeed to any such office of Parentthe "Authorized Parties"), and each of them individually, Shareholderas Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of ShareholderStockholder, to vote (the Stockholder Shares, or cause to be voted) the Shares at any meeting execute one or more written consents or approvals in respect of the ShareholdersStockholder Shares, however called: (ai) in favor of the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and the Transactions; (bii) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty covenant or any other obligation or agreement of the Company under the Merger Agreement; and (c) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone in a breach in any material respect of any representation or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets warranty of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of in the Company and its subsidiariesMerger Agreement; (iii) against any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent Takeover Proposal; and the Merger Sub; (iv) against any material change in the present capitalization or dividend policy amendment of the Company; Company Charter Documents or (v) any other material change in the Company's corporate structure or business or (vi) any other action which or agreement that is intended, intended or could reasonably be reasonably expected, expected to impede, interfere with, delay, postpone or adversely effect discourage the merger and the transactions contemplated by this Agreement and Offer or the Merger or change in any manner the voting rights of any class of the Company Common Stock. Notwithstanding anything contained herein to the contrary, such irrevocable proxy will not be exercised by any Authorized Party unless Stockholder breaches its obligations under Section 1(b) of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During Prior to the period commencing on the date hereof and continuing until termination of this Agreement terminates pursuant by its terms and without in any way limiting any Stockholder’s right to Section 2 hereofvote the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, Shareholder consent or other approval, the Stockholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Parent and any individual who shall hereafter succeed to any designee thereof, such office of Parent, and each of them individually, Shareholder's Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholdersuch Stockholder, to vote (or cause attend any meeting of the stockholders of the Company on behalf of such Stockholder, to be voted) the include such Subject Shares in any computation for purposes of establishing a quorum at any meeting of stockholders of the ShareholdersCompany, however called: and to vote all Subject Shares, or to grant a consent or approval in respect of the Subject Shares, in connection with any meeting of the stockholders of the Company or any action by written consent in lieu of a meeting of stockholders of the Company (ai) to the extent necessary, in favor of the Merger; adoption of the Acquisition Agreement and any matter necessary for the consummation of the transactions contemplated by the Acquisition Agreement and/or (bii) against any action or agreement which would in any material respect impede, interfere with or prevent the Offer or the Merger, including, but not limited to, any (A) Acquisition Proposal, (B) reorganization, recapitalization, dissolution, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company other than the Merger, (C) action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Stockholder under the Merger this Agreement; and , (cD) against any corporate action or agreement (other than agreement, the Merger Agreement consummation of which would frustrate the purposes of, or proposal, the transactions contemplated thereby) that approval of which would impedereasonably be expected to prevent or materially delay the consummation of, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement the Acquisition Agreement, including the Offer and the Merger Agreementor (E) other matter relating to, or in connection with, any of the foregoing matters.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, Shareholder Each ------------------------------------------------- Stockholder hereby irrevocably grants to, and appoints, Xxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of ParentXxxx X. Xxxxxx, and any other individual who shall hereafter succeed to any such office of be designated by Parent, and each of them individuallythem, Shareholdersuch Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholdersuch Stockholder, to vote (such Stockholder's Shares, or cause to be voted) the Shares grant a consent or approval in respect of such Shares, at any meeting of the Shareholders, however called: (a) in favor Stockholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, against (i) any merger agreement or merger (other than the Merger Agreement and the Merger; ), consolidation, combination, sale of substantial assets, reorganization, joint venture, recapitalization, dissolution, liquidation or winding up of or by the Company and (bii) against any action amendment of the Company's Articles of Organization or agreement that By- Laws, or other proposal or transaction (including any consent solicitation to remove or elect any directors of the Company) involving the Company which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify, or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under or with respect to, the Merger Agreement; and (c) against any action or agreement (other than Offer, the Merger, the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (i) During the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, Shareholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx Richard Smith and Xxxxxxx XxxxxxxRichard Warzala, or either of them, in their respective capacities respecxxxx xxxxxxxxes as officers of Parentxxxxxxxx xx Xxrent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholder, to vote (or cause to be voted) the Shares at any meeting of the Shareholders, however called: (a) in favor of the Merger; (b) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (i) During the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, Shareholder Each Stockholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx the Investor and Xxxxxxx Xxxxxxx, or either of themXxxx Xxxxxx, in their respective capacities his capacity as officers an officer of Parentthe Investor, and any individual who shall hereafter succeed to any such office of Parentthe Investor, and each of them individually, Shareholdersuch Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholdersuch Stockholder, (i) to vote such Stockholder's Subject Shares (except for the Series D Stock, unless it shall first have been converted into Common Stock), or cause grant a consent or approval with respect to be voted) the Shares at any meeting Merger and the adoption by the Company of the ShareholdersMerger Agreement and (ii) to vote such Stockholder's Subject Shares (except for the Series D Stock, however called: unless it shall first have been converted into Common Stock), against (ax) any Alternative Transaction, as such term is defined in favor Section 5.2 of the Merger; (b) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and , (cy) against any action amendment of the Company's certificate of incorporation or agreement (by-laws or other than proposal or transaction involving the Company, which amendment or other proposal or transaction would be reasonably likely to impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated therebyby the Merger Agreement or change in any manner the voting rights of any class of Company Common Stock, or (z) any action that would impedecause the Company to breach any representation, interfere withwarranty or covenant contained in the Merger Agreement. The proxy granted pursuant to this Section (i) shall not affect the Stockholder's ability to make an election, delaypursuant to the terms and conditions of the Merger Agreement, postpone to receive cash or attempt to discourage stock as consideration in the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer shall terminate upon the termination of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company this Agreement pursuant to Section 9 and its subsidiaries; (iii) any change in is subject to the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the CompanyInvestor's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreementcompliance with Section 14.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, Each Shareholder hereby irrevocably grants to, and appoints, Xxxxxxx Parent and Xxxx Xxxxxxxx, J. Xxxx XxXxx, Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Xxxxxx and any other individual who shall hereafter succeed to any such office of be designated by Parent, and each of them individually, 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 cause to be voted) the Shares grant a consent or approval in respect of such Shares, at any meeting of the Shareholders, however called: (a) in favor shareholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, against (i) any merger agreement or merger (other than the Merger Agreement and the Merger; ), consolidation, combination, sale of substantial assets, reorganization, joint venture, recapitalization, dissolution, liquidation or winding up of or by the Company and (bii) against any action amendment of the Company's Articles of Incorporation or agreement that By-laws or other proposal or transaction (including any consent solicitation to remove or elect any directors of the Company) involving the Company or any of its subsidiaries which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify, or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under or with respect to, the Merger Agreement; and (c) against any action or agreement (other than Offer, the Merger, the Merger Agreement or any of the other transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage by the Merger, including, but not limited to: Merger Agreement (each of the foregoing in clause (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) above, a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement"COMPETING TRANSACTION").

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During Subject to the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereoflast sentence of subsection (c) hereunder, Shareholder Stockholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx the President and Xxxxxxx Xxxxxxxthe Chief Financial Officer of the Purchaser and each of their designees (individually, or either of theman “Authorized Party” and collectively, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parentthe “Authorized Parties”), and each of them individually, Shareholder's as Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of ShareholderStockholder, to vote (the Shares, or cause to be voted) the Shares at any meeting execute one or more written consents or approval in respect of the ShareholdersShares, however called: (ai) in favor of the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and the transactions contemplated by the Merger Agreement; (bii) against any action or agreement that would result in a breach of any covenant, representation or warranty covenant or any other obligation or agreement of the Company under the Merger Agreement; and (c) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone in a breach in any material respect of any representation or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets warranty of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of in the Company and its subsidiariesMerger Agreement; (iii) against any change in the management or board of directors Takeover Proposal (other than with Purchaser and/or Acquisition Sub); and (iv) against any amendment of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization ’s Certificate of Incorporation and/or by-laws or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which or agreement that is intended, intended or could reasonably be reasonably expected, expected to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and discourage the Merger or change in any manner the voting rights of any class of the Company Common Stock. Notwithstanding anything contained herein to the contrary, such irrevocable proxy will not be exercised by any Authorized Party unless Stockholder breaches its obligations under Section 1(a) of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During Subject to the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereoflast sentence of subsection (c) hereunder, Shareholder Stockholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx the President and Xxxxxxx Xxxxxxxthe Chief Financial Officer of the Purchaser and each of their designees (individually, or either of theman "Authorized Party" and collectively, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parentthe "Authorized Parties"), and each of them individually, Shareholderas Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of ShareholderStockholder, to vote (the Shares, or cause to be voted) the Shares at any meeting execute one or more written consents or approval in respect of the ShareholdersShares, however called: (ai) in favor of the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and the transactions contemplated by the Merger Agreement; (bii) against any action or agreement that would result in a breach of any covenant, representation or warranty covenant or any other obligation or agreement of the Company under the Merger Agreement; and (c) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone in a breach in any material respect of any representation or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets warranty of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of in the Company and its subsidiariesMerger Agreement; (iii) against any change in the management or board of directors Takeover Proposal (other than with Purchaser and/or Acquisition Sub); and (iv) against any amendment of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization 's Certificate of Incorporation and/or by-laws or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which or agreement that is intended, intended or could reasonably be reasonably expected, expected to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and discourage the Merger or change in any manner the voting rights of any class of the Company Common Stock. Notwithstanding anything contained herein to the contrary, such irrevocable proxy will not be exercised by any Authorized Party unless Stockholder breaches his obligations under Section 1(a) of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, Shareholder Each Stockholder hereby irrevocably (except in accordance with the provisions of Section 8) grants to, and appoints, Xxxxxxx Parent and Xxxx Xxxxxxxx, Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Xxxxxx and any other individual who shall hereafter succeed to any such office of be designated by Parent, and each of them individually, Shareholdersuch Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholdersuch Stockholder, to vote (such Stockholder's Shares, or cause to be voted) the Shares grant a consent or approval in respect of such Shares, at any meeting of the Shareholders, however called: (a) in favor stockholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, against (i) any merger agreement or merger (other than the Merger Agreement and the Merger; ), consolidation, combination, sale of substantial assets, reorganization, joint venture, recapitalization, dissolution, liquidation or winding up of or by the Company and (bii) against any action amendment of the Company's Articles of Incorporation or agreement that By-laws or other proposal or transaction (including any consent solicitation to remove or elect any directors of the Company) involving the Company or any of its subsidiaries which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify, or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under or with respect to, the Merger Agreement; and (c) against any action or agreement (other than Offer, the Merger, the Merger Agreement or any of the other transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage by the Merger, including, but not limited to: Merger Agreement (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving each of the Company or any of its subsidiaries; foregoing in clause (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Companyabove, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreementa "COMPETING TRANSACTION").

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During Subject to the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereoflast sentence of subsection (c) hereunder, Shareholder Stockholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx the President and Xxxxxxx Xxxxxxxthe Chief Financial Officer of the Purchaser and each of their designees (individually, or either of theman "Authorized Party" and collectively, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parentthe "Authorized Parties"), and each of them individually, Shareholderas Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of ShareholderStockholder, to vote (the Shares, or cause to be voted) the Shares at any meeting execute one or more written consents or approval in respect of the ShareholdersShares, however called: (ai) in favor of the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and the transactions contemplated by the Merger Agreement; (bii) against any action or agreement that would result in a breach of any covenant, representation or warranty covenant or any other obligation or agreement of the Company under the Merger Agreement; and (c) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone in a breach in any material respect of any representation or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets warranty of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of in the Company and its subsidiariesMerger Agreement; (iii) against any change in the management or board of directors Takeover Proposal (other than with Purchaser and/or Acquisition Sub); and (iv) against any amendment of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization 's Certificate of Incorporation and/or by-laws or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which or agreement that is intended, intended or could reasonably be reasonably expected, expected to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and discourage the Merger or change in any manner the voting rights of any class of the Company Common Stock. Notwithstanding anything contained herein to the contrary, such irrevocable proxy will not be exercised by any Authorized Party unless Stockholder breaches its obligations under Section 1(a) of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (i) During the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, Shareholder Each Stockholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx the Investor and Xxxxxxx Xxxxxxx, or either of themXxxx Xxxxxx, in their respective capacities his capacity as officers an officer of Parentthe Investor, and any individual who shall hereafter succeed to any such office of Parentthe Investor, and each of them individually, Shareholdersuch Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholdersuch Stockholder, (i) to vote such Stoc kholder's Subject Shares (except for the Series D Stock, unless it shall first have been converted into Common Stock), or cause grant a consent or approval with respect to be voted) the Shares at any meeting Merger and the adoption by the Company of the ShareholdersMerger Agreement and (ii) to vote such Stockholder's Subject Shares (except for the Series D Stock, however called: unless it shall first have been converted into Common Stock), against (ax) any Alternative Transaction, as such term is defined in favor Section 5.2 of the Merger; (b) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and , (cy) against any action amendment of the Company's certificate of incorporation or agreement (by-laws or other than proposal or transaction involving the Company, which amendment or other proposal or transaction would be reasonably likely to impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated therebyby the Merger Agreement or change in any manner the voting rights of any class of Company Common Stock, or (z) any action that would impedecause the Company to breach any representation, interfere withwarranty or covenant contained in the Merger Agreement. The proxy granted pursuant to this Section (i) shall not affect the Stockholder's ability to make an election, delaypursuant to the terms and conditions of the Merger Agreement, postpone to receive cash or attempt to discourage stock as consideration in the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer shall terminate upon the termination of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company this Agreement pursuant to Section 9 and its subsidiaries; (iii) any change in is subject to the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the CompanyInvestor's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreementcompliance with Section 14.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During Subject to the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereoflast sentence of subsection (c) hereunder, Shareholder Stockholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx the President and Xxxxxxx Xxxxxxxthe Chief Financial Officer of the Purchaser and each of their designees (individually, or either of theman “Authorized Party” and collectively, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parentthe “Authorized Parties”), and each of them individually, Shareholder's as Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of ShareholderStockholder, to vote (the Shares, or cause to be voted) the Shares at any meeting execute one or more written consents or approval in respect of the ShareholdersShares, however called: (ai) in favor of the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and the transactions contemplated by the Merger Agreement; (bii) against any action or agreement that would result in a breach of any covenant, representation or warranty covenant or any other obligation or agreement of the Company under the Merger Agreement; and (c) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone in a breach in any material respect of any representation or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets warranty of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of in the Company and its subsidiariesMerger Agreement; (iii) against any change in the management or board of directors Takeover Proposal (other than with Purchaser and/or Acquisition Sub); and (iv) against any amendment of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization ’s Certificate of Incorporation and/or by-laws or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which or agreement that is intended, intended or could reasonably be reasonably expected, expected to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and discourage the Merger or change in any manner the voting rights of any class of the Company Common Stock. Notwithstanding anything contained herein to the contrary, such irrevocable proxy will not be exercised by any Authorized Party unless Stockholder breaches his obligations under Section 1(a) of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, Shareholder Each Stockholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Parent and any individual who shall hereafter succeed to any such office of Parentnominee thereof, and each of them individually, Shareholder's its proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholdersuch Stockholder, to vote the number of shares of Company Stock set forth opposite such Stockholder's name on Exhibit I hereto (the "Existing Shares" and, together with any shares of --------- Company Stock acquired by such Stockholder after the date hereof and prior to the termination of this Agreement whether upon the exercise of options, warrants or cause rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution or otherwise and acquired by such Stockholder solely in its capacity as a stockholder, such shares, with respect to be voted) such Stockholder or any of its transferees, the Shares at "Shares"), and any other shares of Company Stock owned by such Stockholder whether issued, heretofore owned or hereafter acquired, or grant a consent or approval in respect of the Shares, in connection with any meeting of the Shareholders, however called: stockholders of the Company (ai) in favor of the Merger; , and the approval of the terms of the Merger Agreement and each of the other transactions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof, (bii) against any action action, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; , and (ciii) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (iiB) a sale sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries subsidiaries, or a reorganization, recapitalization recapitalization, dissolution or liquidation of the Company and or any of its subsidiaries; (iiiC) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent Company Takeover Proposal; and the Merger Sub; (ivD) (1) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement.change

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, Each Shareholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx Xxx X. Xxxxxx, Xxxxxx X. Xxxxxxxx and Xxxxxxx Xxxxxx X. Xxxxxxx, or either of them, in their respective capacities as officers of Parent, and any other individual who shall hereafter succeed to any such office of be designated by Parent, and each of them individuallythem, 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 (not including the Rights; such Shares not including the Rights, the "Proxy Shares"), or cause to be voted) the Shares grant a consent or approval in respect of such Proxy Shares, at any meeting of the Shareholders, however called: (a) in favor shareholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, against (i) any merger agreement or merger (other than the Merger Agreement and the Merger; ), consolidation, combination, sale of substantial assets, reorganization, joint venture, recapitalization, dissolution, liquidation or winding up of or by the Company and (bii) against any action amendment of the Company's Amended and Restated Articles of Incorporation or agreement that Bylaws, as amended and restated, or other proposal or transaction (including any consent solicitation to remove or elect any directors of the Company) involving the Company which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify, or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under or with respect to, the Merger Agreement; and (c) against any action or agreement (other than Offer, the Merger, the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, Shareholder Each Stockholder hereby irrevocably (except in accordance with the provisions of Section 8) grants to, and appoints, Xxxxxxx Parent or its assignee and Xxxx Xxxxxxxx, Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Xxxxxx and any other individual who shall hereafter succeed to any be designated by Parent or its assignee, such office of Parent, and each of them individually, ShareholderStockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholdersuch Stockholder, to vote (all of such Stockholder's Securities that are voting securities, or cause to be voted) the Shares grant a consent or approval in respect of such Securities, at any meeting of the Shareholders, however called: (a) in favor stockholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, against (i) any merger agreement or merger (other than the Merger Agreement and the Merger; ), consolidation, combination, sale of substantial assets, reorganization, joint venture, recapitalization, dissolution, liquidation or winding up of or by the Company and (bii) against any action amendment of the Company's Certificate of Incorporation or agreement that By-laws or other proposal or transaction (including any consent solicitation to remove or elect any directors of the Company) involving the Company or any of its subsidiaries which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify, or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under or with respect to, the Merger Agreement; and (c) against any action or agreement (other than Offer, the Merger, the Merger Agreement or any of the other transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage by the Merger, including, but not limited to: Merger Agreement (each of the foregoing in clause (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) above, a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement"Competing Transaction").

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, Shareholder Each Stockholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx Xxxxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of ParentXxxxxx Xxxxxx, and any other individual who shall hereafter succeed to any such office of he designated by Parent, and each of them individuallythem, Shareholdersuch Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholdersuch Stockholder, to vote such Stockholder's Shares (the "Proxy Shares"), or cause to be voted) the Shares grant a consent or approval in respect of such Proxy ------------ Shares, at any meeting of the Shareholders, however called: (a) in favor shareholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, against (i) any merger agreement or merger (other than the Merger Agreement and the Merger; ), consolidation, combination, sale of substantial assets, reorganization, joint venture, recapitalization, dissolution, liquidation or winding up of or by the Company and (bii) against any action amendment of the Company's Certificate of Incorporation or agreement that Bylaws, as amended and restated, or other proposals or transaction (including any consent solicitation to remove or elect any directors of the Company) involving the Company which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify, or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under or with respect to, the Merger Agreement; and (c) against any action or agreement (other than Offer, the Merger, the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement.