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

Grant of Irrevocable Proxy Coupled with an Interest. Solely in the event of a failure by Stockholder to act in accordance with Stockholder’s obligations as to voting or executing a written consent pursuant to Section 2.1 of this Agreement and so long as this Agreement has not been terminated by its terms, (a) Stockholder shall revoke, or, if Stockholder is not the holder of record of all Subject Shares, shall, promptly upon Parent’s written request, use Stockholder’s commercially reasonable efforts to cause the holder of record to revoke any and all other proxies or powers of attorney in respect of any Subject Shares and (b) Stockholder shall irrevocably appoint, or, if Stockholder is not the holder of record of all Subject Shares, shall, promptly upon Parent’s written request, use Stockholder’s commercially reasonable efforts to cause the holder of record to appoint, Parent, Merger Sub or any individual designated by Parent or Merger Sub as Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution), for and in the name, place and stead of Stockholder, to vote (or cause to be voted) the Subject Shares held beneficially or of record by Stockholder, in the manner set forth in Section 2, at any meeting of the stockholders of the Company, however called, as specified in Section 2 or in connection with any written consent of the stockholders of the Company as specified in Section 2. Stockholder hereby affirms that any proxy granted as set forth in this Section 3 shall be irrevocable, coupled with an interest, and granted in consideration of Parent and Merger Sub entering into the Merger Agreement. 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 Stockholder of Stockholder’s Subject Shares.

Grant of Irrevocable Proxy Coupled with an Interest. Solely in the event Appoint ment ----------------------------------------------------------------- of a failure by Stockholder to act in accordance with Stockholder’s obligations as to voting or executing a written consent pursuant to Section 2.1 of this Agreement and so long as this Agreement has not been terminated by its terms, Proxy. -------- (a) Stockholder shall revokeSubject to governmental approvals, orthe Securityholder hereby irrevocably grants to, if Stockholder is not the holder of record of all Subject Sharesand appoints, shall, promptly upon Parent’s written request, use Stockholder’s commercially reasonable efforts to cause the holder of record to revoke any and all other proxies or powers of attorney in respect of any Subject Shares and (b) Stockholder shall irrevocably appoint, or, if Stockholder is not the holder of record of all Subject Shares, shall, promptly upon Parent’s written request, use Stockholder’s commercially reasonable efforts to cause the holder of record to appoint, Parent, Merger Sub or any individual who shall be designated by Parent or Merger Sub Nationwide as Stockholder’s agent, the Securityholder's proxy and attorney-in-fact and proxy (with full power of substitution), for and in the name, place and stead of Stockholderthe Securityholder, to vote (the Securityholder's Securities, or cause to be voted) the Subject Shares held beneficially grant a consent or approval in respect of record by Stockholder, in the manner set forth in Section 2such Securi ties, at any meeting of the stockholders shareholders of the CompanyCompany or at any adjournment thereof or in any other circumstances upon which their vote, however calledconsent or other approval is sought, as specified (i) in Section 2 favor of the Merger, the adoption by the Company of the Merger Agreement and the approval of the other transactions contemplated by the Merger Agreement, and (ii against any Alternative Transaction or Frustrating Transaction. (b) The Securityholder represents that any proxies heretofore given in respect of the Securityholder's Securities are not irrevocable, and that any such proxies are hereby revoked. (c) THE SECURITYHOLDER HEREBY AFFIRMS THAT THE PROXY SET FORTH IN THIS SECTION 3 IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE UNTIL SUCH TIME AS THIS AGREEMENT TERMINATES IN ACCORDANCE WITH ITS TERMS. The Securityholder hereby further affirms that the irrevocable proxy is given in connection with any written consent the execution of the stockholders of the Company as specified in Section 2. Stockholder hereby affirms that any proxy granted as set forth in this Section 3 shall be irrevocable, coupled with an interest, and granted in consideration of Parent and Merger Sub entering into the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Securityholder under this Agreement. The vote of the proxyholder shall control in any conflict between the vote Securityholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by the proxyholder of Stockholder’s Subject Shares and a vote by Stockholder of Stockholder’s Subject Sharesvirtue hereof.

Grant of Irrevocable Proxy Coupled with an Interest. Solely in (a) During the event of a failure by Stockholder to act in accordance with Stockholder’s obligations as to voting or executing a written consent period commencing on the date hereof and continuing until this provision terminates pursuant to Section 2.1 of this Agreement and so long as this Agreement has not been terminated by its terms7 hereof, (a) Stockholder shall revoke, or, if Stockholder is not each Shareholder hereby irrevocably appoints the holder of record of all Subject Shares, shall, promptly upon Parent’s written request, use Stockholder’s commercially reasonable efforts to cause the holder of record to revoke any and all other proxies or powers of attorney in respect of any Subject Shares and (b) Stockholder shall irrevocably appoint, or, if Stockholder is not the holder of record of all Subject Shares, shall, promptly upon Parent’s written request, use Stockholder’s commercially reasonable efforts to cause the holder of record to appoint, Parent, Merger Sub Holder Representative or any individual designated by Parent or Merger Sub the Holder Representative as Stockholder’s such Shareholder's agent, attorney-in-fact and proxy (with full power of substitution), for and in the name, place and stead of Stockholdersuch Shareholder, to vote (or cause to be voted) the Subject Shares held beneficially or of record or beneficially owned by Stockholdersuch Shareholder, whether issued, heretofore owned or hereafter acquired, or grant a consent or approval in the manner set forth in Section 2respect of such Shares, at any meeting of Shareholders of the stockholders Company or at any adjournment thereof or in any other circumstances upon which his, her or its vote, consent or other approval is sought: (i) in favor of the approval of the Merger Agreement and any actions required in furtherance thereof and hereof; provided, however, that if the Holder Representative fails to vote the Shares in favor of the approval of the Merger Agreement or any actions required in furtherance thereof, each Shareholder shall be deemed to have appointed the Acquiror as such Shareholder's agent, attorney-in-fact and proxy (with full power of substitution), for in the name, place and stead of such Shareholder, to vote (or cause to be voted) the Shares held of record or beneficially owned by such Shareholder in favor of the approval of the Merger Agreement and any actions required in furtherance thereof; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; (iii) in favor of any amounts proposed to be paid to directors, employees or former employees of the Company under the Keystone Automotives Operations, Inc. 2003 Transaction Bonus Plan and submitted to shareholders of the Company for their approval in a manner intended to satisfy the requirements of Section 280G(b)(5) of the Internal Revenue Code; and (iv) except as contemplated or permitted by the Merger Agreement, against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company; (B) a sale, lease or transfer of a material amount of assets of the Company, however calledor a reorganization, as specified in Section 2 recapitalization, dissolution or in connection with any written consent liquidation of the stockholders Company; (C) any change in a majority of the persons who constitute the board of directors of the Company; (D) any amendment of the Company as specified in Section 2. Stockholder Articles of Incorporation or By-Laws; or (E) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or adversely affect the Merger and the transactions contemplated by this Agreement and the Merger Agreement. (b) Each Shareholder hereby affirms that any the proxy granted as set forth in this Section 3 shall be irrevocable, 6 is coupled with an interest, interest and granted is irrevocable until such time as this Agreement terminates in consideration accordance with its terms. Such Shareholder hereby further affirms that the irrevocable proxy is given in connection with the execution of Parent and Merger Sub entering into the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Such Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1759 of the BCL. (c) The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of Stockholder’s Subject such Shareholder's Shares and a vote by Stockholder such Shareholder of Stockholder’s Subject such Shareholder's Shares.

Grant of Irrevocable Proxy Coupled with an Interest. Solely in 3.1. Each Stockholder, to the event of a failure by Stockholder to act in accordance with Stockholder’s obligations as to voting or executing a written consent pursuant to Section 2.1 of this Agreement and so long as this Agreement has not been terminated by its terms, (a) Stockholder shall revoke, or, if Stockholder is not the holder of record of all Subject Shares, shall, promptly upon Parent’s written request, use Stockholder’s commercially reasonable efforts to cause the holder of record to revoke extent any and all other proxies or powers of attorney proxy in respect of any Subject Shares prevents such Stockholder from voting in accordance with Section 2.1, hereby revokes any such proxy and (b) agrees that during the period commencing on the date hereof and ending on the Expiration Date, such Stockholder shall hereby irrevocably appoint, or, if Stockholder is not the holder of record of all Subject Shares, shall, promptly upon Parent’s written request, use Stockholder’s commercially reasonable efforts to cause the holder of record to appoint, appoints Parent, Merger Sub or any individual designated by Parent or Merger Sub as such Stockholder’s 's agent, attorney-in-fact and proxy (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote (or cause to be voted) the Subject Shares held beneficially or of record by such Stockholder, in the manner set forth in Section 22.1, at any meeting of the stockholders of the Company, however called, as specified in Section 2 or in connection with any written consent of the stockholders of the Company as specified in Section 2Company. Parent may terminate this proxy with respect to any Stockholder hereby affirms at any time at its sole election by written notice provided to such Stockholder. 3.2. Each Stockholder acknowledges that any the proxy granted as set forth in this Section 3 shall be irrevocableis irrevocable until the Expiration Date, is coupled with an interest, and is granted in consideration of Parent and Merger Sub entering into the Merger Agreement. Each Stockholder will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and/or this Agreement. The proxy granted herein is intended to comply with the requirements of Section 33-706 of the CBCA applicable to irrevocable proxies. 3.3. The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of Stockholder’s 's Subject Shares and a vote by Stockholder of Stockholder’s 's Subject Shares.