Common use of Grant of Irrevocable Proxy Coupled with an Interest Clause in Contracts

Grant of Irrevocable Proxy Coupled with an Interest. 3.1. Solely in the event of a failure by Shareholder to act in accordance with his obligations as to voting or executing a written consent pursuant to Section 2.1 of this Agreement, Shareholder hereby revokes any and all other proxies or powers of attorney in respect of any Subject Shares and agrees that during the period commencing on the date hereof and ending on the Expiration Date, Shareholder hereby irrevocably appoints Parent, Merger Sub or any individual designated by Parent or Merger Sub as Shareholder’s agent, attorney-in-fact and proxy (with full power of substitution), for and in the name, place and stead of Shareholder, to vote (or cause to be voted) the Subject Shares held beneficially or of record by Shareholder, in the manner set forth in Section 2.1 hereof, at any meeting of the shareholders of the Company, however called, or in connection with any written consent of the shareholders of the Company. 3.2. Shareholder hereby affirms that the proxy set forth in this Section 3 is irrevocable, is coupled with an interest, and is granted in consideration of Parent and Merger Sub entering into the Merger Agreement. 3.3. The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of Shareholder’s Subject Shares and a vote by Shareholder of his Subject Shares.

Grant of Irrevocable Proxy Coupled with an Interest. 3.1. Solely in the event of a failure by Shareholder Stockholder to act in accordance with his obligations as to voting or executing a written consent pursuant to Section 2.1 of this Agreement, Shareholder Stockholder hereby revokes any and all other proxies or powers of attorney in respect of any Subject Shares and agrees that during the period commencing on the date hereof and ending on the Expiration Date, Shareholder Stockholder hereby irrevocably appoints Parent, Merger Sub or any individual designated by Parent or Merger Sub as ShareholderStockholder’s agent, attorney-in-fact and proxy (with full power of substitution), for and in the name, place and stead of ShareholderStockholder, to vote (or cause to be voted) the Subject Shares held beneficially or of record by ShareholderStockholder, in the manner set forth in Section 2.1 hereof2.1, at any meeting of the shareholders stockholders of the Company, however called, or in connection with any written consent of the shareholders stockholders of the Company. 3.2. Shareholder Stockholder hereby affirms that the proxy set forth in this Section 3 is irrevocable, is coupled with an interest, and is granted in consideration of Parent and Merger Sub entering into the Merger Agreement. 3.3. The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of ShareholderStockholder’s Subject Shares and a vote by Shareholder Stockholder of his Subject Shares. The proxyholder named in Section 3.1 may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder may vote the Subject Shares in Stockholder’s discretion on all other matters not related to the matters referenced in or contemplated by this Agreement.

Grant of Irrevocable Proxy Coupled with an Interest. 3.1. Solely in the event of a failure by Shareholder a Stockholder to act in accordance with his its obligations as to voting or executing a written consent pursuant to Section 2.1 of this Agreement, Shareholder each such Stockholder hereby revokes any and all other proxies or powers of attorney in respect of any Subject Shares and agrees that during the period commencing on the date hereof and ending on the Expiration Date, Shareholder such Stockholder hereby irrevocably appoints Parent, Merger Sub or any individual designated by Parent or Merger Sub as Shareholdersuch Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution), for and in the name, place and stead of Shareholdersuch Stockholder, to vote (or cause to be voted) the Subject Shares held beneficially or of record by Shareholdersuch Stockholder, in the manner set forth in Section 2.1 hereof2.1, at any meeting of the shareholders stockholders of the Company, however called, or in connection with any written consent of the shareholders stockholders of the Company. 3.2. Shareholder Each Stockholder hereby affirms that the proxy set forth in this Section 3 is irrevocableirrevocable (until the Expiration Date), is coupled with an interest, and is granted in consideration of Parent and Merger Sub entering into the Merger Agreement. 3.3. The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of ShareholderStockholder’s Subject Shares and a vote by Shareholder Stockholder of his Stockholder’s Subject Shares.

Grant of Irrevocable Proxy Coupled with an Interest. 3.1. Solely in the event of a failure by Shareholder Stockholder to act in accordance with his Stockholder’s obligations as to voting or executing a written consent pursuant to Section 2.1 of this Agreement, Shareholder Stockholder hereby revokes any and all other proxies or powers of attorney in respect of any Subject Shares and agrees that during the period commencing on the date hereof and ending on until the Expiration Date, Shareholder Stockholder hereby irrevocably appoints ParentAcadia, Merger Sub or any individual designated by Parent Acadia or Merger Sub as ShareholderStockholder’s agent, attorney-in-fact and proxy (with full power of substitution), for and in the name, place and stead of ShareholderStockholder, to vote (or cause to be voted) the Subject Shares held beneficially or of record by ShareholderStockholder, in the manner set forth in Section 2.1 hereof2, at any meeting of the shareholders stockholders of the CompanyPioneer, however called, or in connection with any written consent of the shareholders stockholders of the CompanyPioneer. 3.2. Shareholder Stockholder hereby affirms that the proxy set forth in this Section 3 is irrevocable, is coupled with an interest, and is granted in consideration of Parent Acadia and Merger Sub entering into the Merger Agreement. 3.3. The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of ShareholderStockholder’s Subject Shares and a vote by Shareholder Stockholder of his Stockholder’s Subject Shares.