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

Grant of Irrevocable Proxy Coupled with an Interest. 3.1. Stockholder hereby 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 in accordance with Section 6 thereof, Stockholder hereby irrevocably appoints, and shall cause its subsidiaries to irrevocably appoint, Brookfield Properties Corporation or any individual designated by Brookfield Properties Corporation, and each of them individually, as Stockholder’s (or such subsidiary’s, as applicable) agent, attorney-in-fact and proxy (with full power of substitution and resubstitution), for and in the name, place and stead of Stockholder (or such subsidiary, as applicable), to vote (or cause to be voted) the Subject Shares held of record by Stockholder (or such subsidiary, as applicable), in the manner set forth in Section 2, at any meeting of the stockholders of Trizec, however called, or in connection with any written consent of the stockholders of Trizec

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, and shall cause its subsidiaries, as applicable, to revoke, 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 in accordance with Section 6 thereofby its terms, each Stockholder hereby irrevocably appointsappoints Parent, and shall cause its subsidiaries to irrevocably appoint, Brookfield Properties Corporation Merger Sub or any individual designated by Brookfield Properties Corporation, and each of them individually, Parent or Merger Sub as such Stockholder’s (or such subsidiary’s, as applicable) agent, attorney-in-fact and proxy (with full power of substitution and resubstitutionsubstitution), for and in the name, place and stead of Stockholder (or such subsidiary, as applicable)each Stockholder, to vote (or cause to be voted) the Subject Shares held of record by Stockholder (or such subsidiary, as applicable)each Stockholder, in the manner set forth in Section 2, at any meeting of the stockholders of Trizecthe Company, however called, or in connection with any written consent of the stockholders of Trizecthe Company.