Common use of Grant of Irrevocable Proxy Clause in Contracts

Grant of Irrevocable Proxy. (a) Until this Agreement is terminated, the Stockholder hereby irrevocably appoints Merger Sub, its officers, agents and nominees, with full power of substitution, as proxy for and attorney in fact of the Stockholder to act with respect to and vote the Shares, if any, owned by the Stockholder for and in the name, place and stead of the Stockholder at any annual, special or other meeting of the holders of shares of the Company Common Stock and at any adjournment or postponement thereof or pursuant to any written consent in lieu of a meeting, to the fullest extent that the Shares are entitled to be voted, in favor of the Merger, the Merger Agreement and the transactions contemplated thereby. In all other matters, the Shares shall be voted by and in the manner determined by the Stockholder upon written notice to Merger Sub. The Stockholder hereby represents that he has not heretofore granted any irrevocable proxy with respect to the Shares and hereby revokes any and all proxies which may heretofore have been granted with respect to the Shares.

Grant of Irrevocable Proxy. (a) Until this Agreement is terminated, the Stockholder Shareholder hereby irrevocably appoints Merger Sub, its officers, agents and nominees, with full power of substitution, as proxy for and attorney in fact of the Stockholder Shareholder to act with respect to and vote the outstanding Shares, if any, owned by the Stockholder Shareholder for and in the name, place and stead of the Stockholder Shareholder at any annual, special or other meeting of the holders of shares of the Company Common Stock and at any adjournment or postponement thereof or pursuant to any written consent in lieu of a meeting, to the fullest extent that the Shares are entitled to be voted, in favor of the MergerMergers, the Merger Agreement and the transactions contemplated therebythereby and against approval of any Competing Transaction or any proposal made in opposition to, or in competition with, consummation of the Mergers and the other transactions contemplated by the Merger Agreement. In all other matters, the Shares shall be voted by and in the manner determined by the Stockholder upon written notice to Merger SubShareholder. The Stockholder Shareholder hereby represents that he has not heretofore granted any irrevocable proxy with respect to the Shares that it is inconsistent with the proxy granted hereby and hereby revokes any and all such proxies which may heretofore have been granted with respect to the Shares.

Grant of Irrevocable Proxy. (a) Until this Agreement is terminated, the Stockholder hereby irrevocably appoints Merger SubCompany, its officers, agents and nominees, with full power of substitution, as proxy for and attorney in fact of the Stockholder to act with respect to and vote the Shares, if any, owned by the Stockholder for and in the name, place and stead of the Stockholder at any annual, special or other meeting of the holders of shares of the Company Parent Common Stock and at any adjournment or postponement thereof or pursuant to any written consent in lieu of a meeting, to the fullest extent that the Shares are entitled to be voted, in favor of the Merger, the Merger Agreement and the transactions contemplated thereby. In all other matters, the Shares shall be voted by and in the manner determined by the Stockholder upon written notice to Merger SubCompany. The Stockholder hereby represents that he has not heretofore granted any irrevocable proxy with respect to the Shares and hereby revokes any and all proxies which may heretofore have been granted with respect to the Shares.

Grant of Irrevocable Proxy. (a) Until this Agreement is terminated, the Stockholder hereby irrevocably appoints Merger Sub, its officers, agents and nominees, with full power of substitution, as proxy for and attorney in fact of the Stockholder to act with respect to and vote the Shares, if any, owned by the Stockholder for and in the name, place and stead of the Stockholder at any annual, special or other meeting of the holders of shares of the Company X.X. Xxxxx Common Stock and at any adjournment or postponement thereof or pursuant to any written consent in lieu of a meeting, to the fullest extent that the Shares are entitled to be votedvoted on any matter which may come before such meeting or which may be the subject of such written consent, in favor of the Merger, the Merger Agreement and the transactions contemplated thereby. In all other matters, the Shares shall be voted by and in the manner determined by the Stockholder upon written notice to Merger Sub. The Stockholder hereby represents that he has not heretofore granted any irrevocable proxy with respect to the Shares and hereby revokes any and all proxies which may heretofore have been granted with respect to the Shares.

Grant of Irrevocable Proxy. (a) Until this Agreement is terminated, the each Stockholder hereby irrevocably appoints Merger SubXxxxxxx X. Xxxx and Xxxxx X. Xxxx, its officersand each of them, agents and nominees, each with full power of substitution, as proxy for and attorney in fact of the such Stockholder to act with respect to and vote the all Shares, if any, owned by the such Stockholder for and in the name, place and stead of the such Stockholder at any annual, special or other meeting of the holders of shares of the Company XXXX Common Stock and at any adjournment or postponement thereof or pursuant to any written consent in lieu of a meeting, to the fullest extent that the Shares are entitled to be voted, in favor of the Merger, merger described in the Merger Agreement and the transactions contemplated thereby, including any adjournments of any such meetings. In all other matters, the Shares shall be voted by and in the manner determined by the Stockholder upon written notice to Merger Sub. The Stockholder Each Stockholders hereby represents that he such Stockholder has not heretofore granted any irrevocable proxy with respect to the Shares held by such Stockholder, and hereby revokes any and all proxies which may heretofore have been granted with respect to the such Shares.