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

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From and after the date hereof until the Expiration Date, subject to Section 1.5, the Unitholder hereby irrevocably and unconditionally grants to, and appoints, Parent and any designee thereof as the Unitholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Unitholder, to vote or cause to be voted (including by proxy or written consent, if applicable) its Securities in accordance with the Required Votes; provided that the Unitholder’s grant of the proxy contemplated by this Section 1.2 shall be effective if, and only if, such Unitholder has not delivered to Parent prior to the meeting at which any of the matters described in Section 1.1 are to be considered, a duly executed irrevocable proxy card directing that the Securities be voted in accordance with the Required Votes; provided, further, that any grant of such proxy shall only entitle Parent or its designee to vote on the matters specified by Section 1.1(ii), and Unitholder shall retain the authority to vote on all other matters.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From and after the date hereof until the Expiration Date, subject to Section 1.5, the Unitholder each Shareholder hereby irrevocably and unconditionally grants to, and appoints, Parent and any designee thereof as the Unitholdersuch Shareholder’s proxy and attorney-in-fact (with full power of substitution)) in accordance with Section 705(e) of the California General Corporation Law, for and in the name, place and stead of the Unitholdersuch Shareholder, to vote or cause to be voted (including by proxy or written consent, if applicable) its Securities the Shares owned by such Shareholder as of the applicable record date in accordance with the Required Votes; provided that the Unitholdereach Shareholder’s grant of the proxy contemplated by this Section 1.2 shall be effective if, and only if, such Unitholder Shareholder has not delivered to Parent the Company prior to the meeting at which any of the matters described in Section 1.1 are to be considered, a duly executed irrevocable proxy card directing that the Securities Shares of such Shareholder be voted in accordance with the Required Votes; provided, further, that any grant of such proxy shall only entitle Parent or its designee to vote on the matters specified by Section 1.1(ii), and Unitholder each Shareholder shall retain the authority to vote on all other matters.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From and after the date hereof until the Expiration Date, subject to Section 1.5, the Unitholder each Stockholder hereby irrevocably and unconditionally grants to, and appoints, Parent and any designee thereof as the Unitholdersuch Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Unitholdersuch Stockholder, to vote or cause to be voted (including by proxy or written consent, if applicable) its Securities the Shares owned by such Stockholder as of the applicable record date in accordance with the Required Votes; provided that the Unitholdereach Stockholder’s grant of the proxy contemplated by this Section 1.2 shall be effective if, and only if, such Unitholder Stockholder has not delivered to Parent the Company prior to the meeting at which any of the matters described in Section 1.1 are to be considered, a duly executed irrevocable proxy card directing that the Securities Shares of such Stockholder be voted in accordance with the Required Votes; provided, further, that any grant of such proxy shall only entitle Parent or its designee to vote on the matters specified by Section 1.1(ii), and Unitholder each Stockholder shall retain the authority to vote on all other matters.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From and after the date hereof until the Expiration Date, subject to Section 1.5, the each Unitholder hereby irrevocably and unconditionally grants to, and appoints, Parent and any designee thereof as the such Unitholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the such Unitholder, to vote or cause to be voted (including by proxy or written consent, if applicable) its Securities in accordance with the Required Votes; provided that the such Unitholder’s grant of the proxy contemplated by this Section 1.2 shall be effective if, and only if, such Unitholder has not delivered to Parent prior to the meeting at which any of the matters described in Section 1.1 are to be considered, a duly executed irrevocable proxy card directing that the its Securities be voted in accordance with the Required Votes; provided, further, that any grant of such proxy shall only entitle Parent or its designee to vote on the matters specified by Section 1.1(ii), ) and such Unitholder shall retain the authority to vote on all other matters.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From and after the date hereof until the Expiration Date, subject to Section 1.5, the Unitholder Stockholder hereby irrevocably and unconditionally grants to, and appoints, Parent ATLS and any designee thereof as the UnitholderStockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the UnitholderStockholder, to vote or cause to be voted (including by proxy or written consent, if applicable) its Securities in accordance with the Required VotesVote; provided that the UnitholderStockholder’s grant of the proxy contemplated by this Section 1.2 shall be effective if, and only if, such Unitholder Stockholder has not delivered to Parent ATLS prior to the meeting at which any of the matters described in Section 1.1 are to be considered, a duly executed irrevocable proxy card directing that the Securities be voted in accordance with the Required Votes; provided, further, that any grant of such proxy shall only entitle Parent ATLS or its designee to vote on the matters specified by Section 1.1(ii), and Unitholder Stockholder shall retain the authority to vote on all other matters.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From and after the date hereof until the Expiration Date, subject to Section 1.5, the Unitholder each Stockholder hereby irrevocably and unconditionally grants to, and appoints, Parent and any designee thereof as the Unitholdersuch Stockholder’s proxy and attorney-in-fact (with full power of substitution) in accordance with the Delaware General Corporate Law (“DGCL”), for and in the name, place and stead of the Unitholdersuch Stockholder, to vote or cause to be voted (including by proxy or written consent, if applicable) its Securities ), the Shares owned by such Stockholder as of the applicable record date in accordance with the Required Votes; provided provided, that the Unitholdereach Stockholder’s grant of the proxy contemplated by this Section 1.2 shall be effective if, and only if, such Unitholder Stockholder has not delivered to Parent the Company prior to the meeting at which any of the matters described in Section 1.1 are to be considered, a duly executed irrevocable proxy card directing that the Securities Shares of such Stockholder be voted in accordance with the Required Votes; provided, further, that any grant of such proxy shall only entitle Parent or its designee to vote on the matters specified by Section 1.1(ii), and Unitholder each Stockholder shall retain the authority to vote on all other matters.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From and after the date hereof until the Expiration Date, subject to Section 1.5, the Unitholder each Stockholder hereby irrevocably and unconditionally grants to, and appoints, Parent and any designee thereof as the Unitholdersuch Stockholder’s proxy and attorney-in-fact (with full power of substitutionsubstitution and resubstitution), for and in the name, place and stead of the Unitholdersuch Stockholder, to vote or cause to be voted (including by proxy or written consent, if applicable) its Securities such Stockholder’s Subject Shares in accordance with the Required Votes; provided that the Unitholdereach Stockholder’s grant of the proxy contemplated by this Section 1.2 shall be effective if, and only if, such Unitholder Stockholder has not delivered to Parent the Company prior to the meeting at which any of the matters described in Section 1.1 are to be considered, a duly executed irrevocable proxy card directing that the Securities Subject Shares of such Stockholder be voted in accordance with the Required Votes; provided, further, that any grant of such proxy shall only entitle Parent or its designee to vote such Stockholder’s Subject Shares on the matters specified by Section 1.1(ii)1.1, and Unitholder each Stockholder shall retain the authority to vote its Subject Shares on all other matters.