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

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Stockholder hereby irrevocably grants to, and appoints, Xxxxx X. Xxxxxxxxx, and any other individual who shall hereafter be designated by the Company, Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Stockholder, to vote Stockholder’s Shares, or grant a consent or approval in respect of such Shares, at any meeting of stockholders of Earthstone or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, in favor of the Exchange, the Contribution Agreement Share Issuance, the adoption by Earthstone of the Exchange Agreement and the approval of the other transactions contemplated by the Exchange Agreement or the Contribution Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Stockholder hereby irrevocably grants to, and appoints, Xxxxx X. Xxx Xxxxxxxxx, and any other individual who shall hereafter be designated by the Company, such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote such Stockholder’s Shares, or grant a consent or approval in respect of such Shares, at any meeting of stockholders Stockholders of Earthstone Parent or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, in favor of the Exchange, the Contribution Agreement Share IssuanceMerger, the adoption by Earthstone Parent of the Exchange Merger Agreement and the approval of the other transactions contemplated by the Exchange Merger Agreement or the Contribution Agreementand against any Frustrating Transaction.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Stockholder hereby irrevocably grants to, and appoints, Xxxxx X. XxxxxxxxxXxxxxx, and any other individual who shall hereafter be designated by the CompanyParent, such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote such Stockholder’s Shares, or grant a consent or approval in respect of such Shares, at any meeting of stockholders Stockholders of Earthstone the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, in favor of the Exchange, the Contribution Agreement Share IssuanceMerger, the adoption by Earthstone the Company of the Exchange Merger Agreement and the approval of the other transactions contemplated by the Exchange Merger Agreement and against any Alternative Transaction or the Contribution AgreementFrustrating Transaction.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Stockholder hereby irrevocably grants to, and appoints, Xxxxx X. Xxxxxxxxx, and any other individual who shall hereafter be designated by the Company, Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Stockholder, to vote Stockholder’s Shares, or grant a consent or approval in respect of such Shares, at any meeting of stockholders Stockholders of Earthstone the Parent or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, in favor of the Exchange, the Contribution Agreement Share IssuanceMerger, the adoption by Earthstone the Parent of the Exchange Merger Agreement and the approval of the other transactions contemplated by the Exchange Agreement or the Contribution Merger Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Stockholder hereby irrevocably grants to, and appoints, Xxxxx Mxxxxxx X. Xxxxxxxxx, Xxxxxx and any other individual who shall hereafter be designated by the CompanyPyramid, such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote such Stockholder’s Shares, or grant a consent or approval in respect of such Shares, at any meeting of stockholders of Earthstone the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, in favor of the Exchange, the Contribution Agreement Share IssuanceMerger, the adoption by Earthstone the Company of the Exchange Merger Agreement and the approval of the other transactions contemplated by the Exchange Agreement or the Contribution Merger Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Stockholder hereby irrevocably grants to, and appoints, Xxxxx X. XxxxxxxxxXxxx, and any other individual who shall hereafter be designated by the CompanyParent, such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote such Stockholder’s Shares, or grant a consent or approval in respect of such Shares, at any meeting of stockholders Stockholders of Earthstone Zhone or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, in favor of the Exchange, the Contribution Agreement Share IssuanceMerger, the adoption by Earthstone Zhone of the Exchange Merger Agreement and the approval of the other transactions contemplated by the Exchange Merger Agreement and against any Alternative Transaction or the Contribution AgreementFrustrating Transaction.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Stockholder hereby irrevocably grants to, and appoints, Xxxxx X. XxxxxxxxxXxxx Xxxxxx, and any other individual who shall hereafter be designated by the CompanyParent, such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote such Stockholder’s Shares, or grant a consent or approval in respect of such Shares, at any meeting of stockholders Stockholders of Earthstone the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, in favor of the Exchange, the Contribution Agreement Share IssuanceMerger, the adoption by Earthstone the Company of the Exchange Merger Agreement and the approval of the other transactions contemplated by the Exchange Merger Agreement and against any Alternative Transaction or the Contribution AgreementFrustrating Transaction.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Stockholder hereby irrevocably grants to, and appoints, Xxxxx Xxxxxxx X. XxxxxxxxxXxxxxx, and any other individual who shall hereafter be designated by the Company, such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote such Stockholder’s Shares, or grant a consent or approval in respect of such Shares, at any meeting of stockholders Stockholders of Earthstone Parent or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, in favor of the Exchange, the Contribution Agreement Share IssuanceMerger, the adoption by Earthstone Parent of the Exchange Merger Agreement and the approval of the other transactions contemplated by the Exchange Merger Agreement or the Contribution Agreementand against any Frustrating Transaction.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Stockholder hereby irrevocably grants to, and appoints, Xxxx Xxxxx X. Xxxxxxxxx, and any other individual who shall hereafter be designated by the CompanyDome, such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote such Stockholder’s Shares, or grant a consent or approval in respect of such Shares, at any meeting of stockholders of Earthstone PEDEVCO or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, in favor of the Exchange, the Contribution Agreement Share IssuanceAcquisition, the adoption by Earthstone PEDEVCO of the Exchange Acquisition Agreement and the approval of the other transactions contemplated by the Exchange Agreement or the Contribution Acquisition Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Stockholder hereby irrevocably grants to, and appoints, Xxxxx X. XxxxxxxxxXxxxxxx Xxxxxx, and any other individual who shall hereafter be designated by the CompanyParent, such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote such Stockholder’s Shares, or grant a consent or approval in respect of such Shares, at any meeting of stockholders Stockholders of Earthstone the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, in favor of the Exchange, the Contribution Agreement Share IssuanceMerger, the adoption by Earthstone the Company of the Exchange Merger Agreement and the approval of the other transactions contemplated by the Exchange Merger Agreement and against any Alternative Transaction or the Contribution AgreementFrustrating Transaction.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Stockholder hereby irrevocably grants to, and appoints, Xxxxx X. XxxxxxxxxXxxx Xxxxxx, and any other individual who shall hereafter be designated by the CompanyZhone, such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote such Stockholder’s Shares, or grant a consent or approval in respect of such Shares, at any meeting of stockholders Stockholders of Earthstone the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, in favor of the Exchange, the Contribution Agreement Share IssuanceMerger, the adoption by Earthstone the Company of the Exchange Merger Agreement and the approval of the other transactions contemplated by the Exchange Merger Agreement and against any Alternative Transaction or the Contribution AgreementFrustrating Transaction.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Stockholder Each Shareholder hereby irrevocably grants to, and appoints, Xxxxx Sxx X. XxxxxxxxxXxxxx, and any other individual who shall hereafter be designated by the Company, Stockholdersuch Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Stockholdersuch Shareholder, to vote Stockholdersuch Shareholder’s Shares, or grant a consent or approval in respect of such Shares, at any meeting of stockholders shareholders of Earthstone Pyramid or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, in favor of the Exchange, the Contribution Agreement Share IssuanceMerger, the adoption by Earthstone Pyramid of the Exchange Merger Agreement and the approval of the other transactions contemplated by the Exchange Agreement or the Contribution Merger Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) 3.1 Each Stockholder hereby irrevocably grants to, and appoints, Parent, Xxxxx X. Xxxxxxxxx, Xxxxxx or Xxxxx Xxxxxxxxxx and any other individual who shall hereafter be designated by the CompanyParent, such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote such Stockholder’s Shares, or grant a consent or approval in respect of such Shares, at any meeting of stockholders shareholders of Earthstone the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, sought in favor of the ExchangeMerger, the Contribution Agreement Share Issuance, the adoption by Earthstone execution and delivery of the Exchange Merger Agreement and approval of the approval terms thereof, and each of the other transactions contemplated by the Exchange Agreement or the Contribution Merger Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Stockholder hereby irrevocably grants to, and appoints, Xxxxx X. Xxxxxxxxx, and any other individual who shall hereafter be designated by the Company, Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Stockholder, to vote Stockholder’s Shares, or grant a consent or approval in respect of such Shares, at any meeting of stockholders Stockholders of Earthstone or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, in favor of the Exchange, the Contribution Agreement Share Issuance, the adoption by Earthstone of the Exchange Agreement and the approval of the other transactions contemplated by the Exchange Agreement or the Contribution Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Stockholder hereby irrevocably grants to, and appoints, Xxxxx X. Xxxxxxxxx, [Xxxx Xxxxx] and any other individual who shall hereafter be designated by the CompanyPEDEVCO, such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote such Stockholder’s Shares, or grant a consent or approval in respect of such Shares, at any meeting of stockholders of Earthstone Dome AB or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, in favor of the Exchange, the Contribution Agreement Share IssuanceAcquisition, the adoption by Earthstone Dome AB of the Exchange Acquisition Agreement and the approval of the other transactions contemplated by the Exchange Agreement or the Contribution Acquisition Agreement.