Common use of Grant of Proxy; Appointment of Proxy Clause in Contracts

Grant of Proxy; Appointment of Proxy. (a) The Shareholder hereby grants to, and appoints, Parent and any designee thereof, the Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote the Shares, or to grant a consent or approval in respect of the Shares, in connection with any meeting of shareholders of the Company or any action by written consent in lieu of a meeting of shareholders of the Company (i) in favor of the Merger and (ii) against any action or agreement which would impede, interfere with or prevent the Merger, including, but not limited to, any other Takeover Proposal. (b) The Shareholder hereby affirms that the proxy granted by Section 4.1(a) above revokes any prior proxies given in respect of the matters set forth in Section 4.1(a). (c) The Shareholder hereby affirms that the proxy set forth in this Section 4.1 is given in connection with the execution of the Merger Agreement, and that such proxy is given to secure the performance of the duties of the Shareholder under this Agreement. The Shareholder hereby further affirms that the proxy is coupled with an interest and, except as set forth in this Section 4.1, is intended to be irrevocable in accordance with the provisions of the MGCL for the period in which this Agreement is in effect, it being understood that if this Agreement is terminated as provided in Section 9.13, then (and only then) the proxy hereby granted shall be likewise ineffective and revoked thereafter. If for any reason the proxy granted herein is not irrevocable, then the Shareholder will, in accordance with Section 4.1(a) above, vote the Shares in favor of the transaction contemplated by the Merger Agreement as instructed by Parent in writing.

Grant of Proxy; Appointment of Proxy. (a) The Shareholder Each Stockholder hereby grants to, and appoints, Parent and any designee thereof, the Shareholder’s such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholdersuch Stockholder, to vote the Shares, or to grant a consent or approval in respect of the Shares, in connection with any meeting of shareholders the stockholders of the Company or any action by written consent in lieu of a meeting of shareholders stockholders of the Company (i) in favor of the Merger or any other transaction pursuant to which Parent proposes to acquire the Company, whether by tender offer, merger, or otherwise, in which stockholders of the Company would receive consideration per share of Common Stock equal to or greater than the consideration to be received by such stockholders in the Offer and the Merger, and/or (ii) against any action or agreement which would impede, interfere with or prevent the Merger, including, but not limited to, any other Takeover Proposalextraordinary corporate transaction, including, a merger, acquisition, sale, consolidation, reorganization or liquidation involving the Company and a third party, or any other proposal of a third party to acquire the Company. (b) The Shareholder hereby affirms Such Stockholder represents that the proxy granted by Section 4.1(a) above revokes any prior proxies heretofore given in respect of the matters set forth in Section 4.1(a)Shares, if any, are revocable, and hereby revokes such proxies. (c) The Shareholder Such Stockholder hereby affirms that the proxy set forth in this Section 4.1 6 is given in connection with the execution of the Merger Agreement, and that such proxy is given to secure the performance of the duties of the Shareholder such Stockholder under this Agreement. The Shareholder Such Stockholder hereby further affirms that the proxy is coupled with an interest and, except as set forth in this Section 4.1or in Section 11, is intended to be irrevocable in accordance with the provisions of Section 212 of the MGCL Delaware General Corporations Law ("DGCL") for ---- the period in which this Agreement is in effect, it being understood that if this Agreement is terminated as provided in Section 9.1311, then (and only then) the proxy hereby granted shall be likewise ineffective and revoked thereafter. If for any reason the proxy granted herein is not irrevocable, then such Stockholder agrees during the Shareholder will, term of this Agreement to vote his or its Shares in accordance with Section 4.1(a6(a) above, vote the Shares in favor of the transaction contemplated by the Merger Agreement above as instructed by Parent in writing. The parties agree that the foregoing is a voting agreement created under Section 218 of the DGCL.

Grant of Proxy; Appointment of Proxy. (a) The Shareholder Stockholder, revoking (or causing to be revoked) any proxies that it has heretofore granted, hereby irrevocably grants to, and appoints, the Parent and any designee thereof, the Shareholder’s as proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the ShareholderStockholder, to vote the SharesSubject Shares in accordance with the provisions of Section 2 hereof, whether in person at a Company Stockholder Meeting, by proxy, or to grant by written Consent, in the event the Stockholder has not delivered a proxy or a written consent or approval in respect of all the Shares, Subject Shares in connection accordance with any meeting of shareholders of the Company or any action by written consent in lieu of a meeting of shareholders of the Company (i) in favor of the Merger and (ii) against any action or agreement which would impede, interfere with or prevent the Merger, including, but not limited to, any other Takeover ProposalSection 2. (b) The Shareholder hereby affirms Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the proxy granted by Section 4.1(a) above revokes any prior proxies given in respect of the matters set forth in Section 4.1(a). (cSubsection 4(a) hereof. The Shareholder Stockholder hereby affirms (i) that the proxy set forth in this Section 4.1 is given in connection with the execution of the Merger Agreement, and that such proxy Subsection 4(a) hereof is given to secure the performance of the duties of the Shareholder Stockholder under Section 2 of this Agreement. The Shareholder hereby further affirms Agreement and (ii) that the proxy is irrevocable during the term of this Agreement and is coupled with an interest andand may under no circumstances be revoked during the term of this Agreement; provided that such proxy, except as well as any proxy delivered as set forth in this Subsection 2(b), will be automatically revoked upon termination of the Merger Agreement, as set forth in Section 4.1, 10. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of the MGCL for the period in which this Agreement is in effect, it being understood that if this Agreement is terminated as provided in Section 9.13, then (and only then) the proxy hereby granted shall be likewise ineffective and revoked thereafter. If for any reason the proxy granted herein is not irrevocable, then the Shareholder will, in accordance with Section 4.1(a) above, vote the Shares in favor 212 of the transaction contemplated by the Merger Agreement as instructed by Parent in writingDGCL.

Grant of Proxy; Appointment of Proxy. (a) The Each Shareholder hereby grants agrees to, promptly upon Parent's request, grant to, and appointsappoint, Parent and persons designated by the board of directors of Parent, in their respective capacities as designees of Parent, and any designee thereofindividual who shall hereafter succeed to any office of Parent held by such individual, the and each of them individually, such Shareholder’s 's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the such Shareholder, to vote the Sharesall such Shareholder's Subject Shares (owned of record or beneficially), or to grant a consent or approval in respect of the such Subject Shares, in connection with any meeting of shareholders of the Company or any action by written consent in lieu of a meeting of shareholders of the Company (i) in favor of the approval of the Merger Agreement and the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement and (ii) against any action Alternative Transaction or agreement which would impede, interfere with or prevent the Merger, including, but not limited to, any other Takeover ProposalFrustrating Transaction. (b) The Each Shareholder represents that any proxies heretofore given in respect of such Shareholder's Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder hereby affirms that the proxy granted by Section 4.1(a) above revokes any prior proxies given in respect of the matters set forth in Section 4.1(a). (c) The Shareholder hereby affirms that the agreement to grant a proxy set forth in this Section 4.1 5 is given in connection with the execution of the Merger Agreement, Agreement and that such proxy agreement is given to secure the performance of the duties of the such Shareholder under this Agreement. The Each Shareholder hereby further affirms that the any such proxy is will be coupled with an interest and, except as set forth and may under no circumstances be revoked unless and until this Agreement is terminated in accordance with Section 9 of this Section 4.1, is intended Agreement. Each Shareholder hereby ratifies and confirms all that such proxy may lawfully do or cause to be irrevocable done by virtue hereof. Each such proxy shall be executed in accordance with the provisions of the MGCL for the period in which this Agreement is in effect, it being understood that if this Agreement is terminated as provided in Section 9.13, then (and only then) the proxy hereby granted shall be likewise ineffective and revoked thereafter. If for any reason the proxy granted herein is not irrevocable, then the Shareholder will, in accordance with Section 4.1(a) above, vote the Shares in favor of the transaction contemplated by the Merger Agreement as instructed by Parent in writing.Article 2.29

Grant of Proxy; Appointment of Proxy. (a) The Each ------------------------------------- Shareholder hereby irrevocably grants to, and appointsappoints JWT, Parent and any designee thereof, the such Shareholder’s 's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the such Shareholder, to vote the Sharesall such Shareholder's Subject Shares (owned of record or beneficially), or to grant a consent or approval in respect of the such Subject Shares, in connection with any meeting of shareholders of the Company or any action by written consent in lieu of a meeting of shareholders of the Company (i) in favor of the approval of the Merger Agreement and the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement and (ii) against any action Alternative Transaction or agreement which would impede, interfere with or prevent the Merger, including, but not limited to, any other Takeover ProposalFrustrating Transaction. (b) The Each Shareholder represents that any proxies heretofore given in respect of such Shareholder's Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder hereby affirms that the proxy granted by Section 4.1(a) above revokes any prior proxies given in respect of the matters set forth in Section 4.1(a). (c) The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4.1 4 is given in connection with the execution of the Merger Agreement, Agreement and that such irrevocable proxy is given to secure the performance of the duties of the such Shareholder under this Agreement. The Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and, except as set forth and may under no circumstances be revoked unless and until this Agreement is terminated in accordance with Section 8 of this Section 4.1, Agreement. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of the MGCL for the period in which this Agreement is in effect, it being understood that if this Agreement is terminated as provided in Section 9.13, then (and only then) the proxy hereby granted shall be likewise ineffective and revoked thereafter. If for any reason the proxy granted herein is not irrevocable, then the Shareholder will, in accordance with Section 4.1(a) above, vote the Shares in favor of the transaction contemplated by the Merger Agreement as instructed by Parent in writing.Article 2.29

Grant of Proxy; Appointment of Proxy. (a) The Until the earlier of the Closing Date or the Termination Date, the Shareholder hereby irrevocably grants to, and appoints, Parent and any designee thereof_______________________, the Shareholder’s 's proxy and attorney-attorney- in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote the SharesShareholder's Securities, or to grant a consent or approval in respect of the Shares, in connection with any meeting of shareholders of the Company or any action by written consent in lieu of a meeting of shareholders of the Company (i) such Securities in favor of the Merger Agreement and (ii) the various transactions contemplated thereby, and against any Acquisition Proposal. The Shareholder shall have no claim against such proxy and attorney-in-fact, for any action taken, decision made or agreement which would impede, interfere instruction given by such proxy and attorney-in- fact in accordance with or prevent the Merger, including, but not limited to, any other Takeover Proposalthis Shareholder Agreement. (b) The Shareholder hereby affirms understands and acknowledges that Buyer is entering into the proxy granted by Section 4.1(a) above revokes any prior proxies given Agreement in respect of the matters set forth in Section 4.1(a). (c) reliance upon such irrevocable proxy. The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4.1 is given in connection with the execution of the Merger Agreement, and that such proxy 6 is given to secure the performance of the duties of the Shareholder under this Shareholder Agreement. The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 4.1, is intended and may under no circumstances be revoked. The Shareholder hereby ratifies and confirms that such irrevocable proxy may lawfully do or cause to be irrevocable in accordance with the provisions of the MGCL for the period in which this Agreement is in effect, it being understood that if this Agreement is terminated as provided in Section 9.13, then (and only then) the proxy hereby granted shall be likewise ineffective and revoked thereafter. If for any reason the proxy granted herein is not irrevocable, then the Shareholder will, in accordance with Section 4.1(a) above, vote the Shares in favor of the transaction contemplated done by the Merger Agreement as instructed by Parent in writingvirtue hereof.

Grant of Proxy; Appointment of Proxy. (a) The Each Shareholder hereby grants agrees to, promptly upon Parent's request, grant to, and appointsappoint, Parent and persons designated by the board of directors of Parent, in their respective capacities as designees of Parent, and any designee thereofindividual who shall hereafter succeed to any office of Parent held by such individual, the and each of them individually, such Shareholder’s 's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the such Shareholder, to vote the Sharesall such Shareholder's Subject Shares (owned of record or beneficially), or to grant a consent or approval in respect of the such Subject Shares, in connection with any meeting of shareholders of the Company or any action by written consent in lieu of a meeting of shareholders of the Company (i) in favor of the approval of the Merger Agreement and the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement and (ii) against any action Alternative Transaction or agreement which would impede, interfere with or prevent the Merger, including, but not limited to, any other Takeover ProposalFrustrating Transaction. (b) The Each Shareholder represents that any proxies heretofore given in respect of such Shareholder's Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder hereby affirms that the proxy granted by Section 4.1(a) above revokes any prior proxies given in respect of the matters set forth in Section 4.1(a). (c) The Shareholder hereby affirms that the agreement to grant a proxy set forth in this Section 4.1 4 is given in connection with the execution of the Merger Agreement, Agreement and that such proxy agreement is given to secure the performance of the duties of the such Shareholder under this Agreement. The Each Shareholder hereby further affirms that the any such proxy is will be coupled with an interest and, except as set forth and may under no circumstances be revoked unless and until this Agreement is terminated in accordance with Section 8 of this Section 4.1, is intended Agreement. Each Shareholder hereby ratifies and confirms all that such proxy may lawfully do or cause to be irrevocable done by virtue hereof. Each such proxy shall be executed in accordance with the provisions of the MGCL for the period in which this Agreement is in effect, it being understood that if this Agreement is terminated as provided in Section 9.13, then (and only then) the proxy hereby granted shall be likewise ineffective and revoked thereafter. If for any reason the proxy granted herein is not irrevocable, then the Shareholder will, in accordance with Section 4.1(a) above, vote the Shares in favor of the transaction contemplated by the Merger Agreement as instructed by Parent in writing.Article 2.29

Grant of Proxy; Appointment of Proxy. In furtherance of Section 1 hereof: (a) The Shareholder hereby grants to, and appoints, Parent and any designee thereof, appoints Mx. Xx as the Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote the Shares, or to grant a consent or approval in respect all of the Shares, in connection with Acquired Shares owned by the Shareholder at any meeting of the shareholders of the Company Company, or at any action adjournment thereof or in any other circumstances upon which a vote, agreement, consent (including unanimous written consents) or other approval is sought, as set forth in Section 1 hereof. Such attorney-in-fact may evidence the taking of any action, giving of any consent or the voting of such Acquired Shares by written consent the execution of any document or instrument for such purpose in lieu of a meeting of shareholders the name of the Company (i) in favor of the Merger and (ii) against any action or agreement which would impede, interfere with or prevent the Merger, including, but not limited to, any other Takeover ProposalShareholder. (b) The Shareholder hereby affirms that the proxy granted by Section 4.1(a) above revokes any prior proxies given in respect of the matters set forth in Section 4.1(a). (c) The Shareholder hereby affirms that the proxy set forth in this Section 4.1 3 is given in connection with with, and in consideration of, the execution transfer of Acquired Shares to the Merger Agreement, Shareholder and that such proxy is given to secure the performance of the duties of the Shareholder under this Agreement. The Shareholder hereby further affirms that the this proxy is coupled with an interest and, except as set forth and may not be revoked unless otherwise terminated according to the provisions in Section 6. The Shareholder hereby ratifies and confirms all that the proxy and attorney-in-fact appointed pursuant to this Section 4.1, is intended 3 may lawfully do or cause to be irrevocable in accordance with the provisions of the MGCL for the period in which this Agreement is in effect, it being understood that if this Agreement is terminated as provided in Section 9.13, then (and only then) the proxy hereby granted shall be likewise ineffective and revoked thereafter. If for any reason the proxy granted herein is not irrevocable, then the Shareholder will, in accordance with Section 4.1(a) above, vote the Shares in favor of the transaction contemplated done by the Merger Agreement as instructed by Parent in writingvirtue hereof.