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 either Stockholder to act in accordance with such Stockholder’s obligations as to voting or executing a written consent pursuant to Section 2.1 of this Agreement, each 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 for so long as this Agreement has not been terminated by its terms, each Stockholder hereby irrevocably appoints Parent, Merger Sub or any individual designated by Parent or Merger Sub as such Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution), for and in the name, place and stead of each Stockholder, to vote (or cause to be voted) the Subject Shares held of record by each Stockholder, in the manner set forth in Section 2, at any meeting of the stockholders of the Company, however called, or in connection with any written consent of the stockholders of the Company. 3.2. Each 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 Stockholder’s Subject Shares and a vote by either Stockholder of such Stockholder’s Subject Shares.

Grant of Irrevocable Proxy Coupled with an Interest. 3.1. Solely in the event of a failure by either Stockholder to act in accordance with such Stockholder’s obligations as to voting or executing a written consent pursuant to Section 2.1 of this Agreement, each 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 for so long as this Agreement has not been terminated by its terms, each Stockholder hereby irrevocably appoints Parent, Merger Sub or any individual designated by Parent or Merger Sub as such Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution), for and in the name, place and stead of each Stockholder, to vote (or cause to be voted) the Subject Shares held beneficially or of record by each Stockholder, in the manner set forth in Section 2, at any meeting of the stockholders of the Company, however called, or in connection with any written consent of the stockholders of the Company. 3.2. Each 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 Stockholder’s Subject Shares and a vote by either Stockholder of such Stockholder’s Subject Shares.

Grant of Irrevocable Proxy Coupled with an Interest. 3.1. Solely in the event of a failure by either Stockholder to act in accordance with such Stockholder’s obligations as to voting or executing a written consent pursuant to Section 2.1 of this Agreement, each Stockholder hereby revokes revokes, and shall cause its subsidiaries, as applicable, to revoke, 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 for so long as this Agreement has not been terminated by its termsin accordance with Section 6 thereof, each Stockholder hereby irrevocably appoints Parentappoints, Merger Sub and shall cause its subsidiaries to irrevocably appoint, Brookfield Properties Corporation or any individual designated by Parent or Merger Sub Brookfield Properties Corporation, and each of them individually, as such Stockholder’s (or such subsidiary’s, as applicable) agent, attorney-in-fact and proxy (with full power of substitutionsubstitution and resubstitution), for and in the name, place and stead of each StockholderStockholder (or such subsidiary, as applicable), to vote (or cause to be voted) the Subject Shares held of record by each StockholderStockholder (or such subsidiary, as applicable), in the manner set forth in Section 2, at any meeting of the stockholders of the CompanyTrizec, however called, or in connection with any written consent of the stockholders of the Company.Trizec 3.2. Each 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 MergerCo entering into the Merger Agreement. 3.3. The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of Stockholder’s any Subject Shares and a vote by either Stockholder (or any record holder) of such Stockholder’s any Subject Shares.