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

Grant of Proxy; Appointment of Proxy. (a) In furtherance of the transactions contemplated hereby and by the Merger Agreement, and in order to secure the performance by each Stockholder of such Stockholder’s duties under this Agreement, such Stockholder, concurrently with the execution of this Agreement, shall execute, in accordance with the provisions of applicable Delaware law, and deliver to Parent an irrevocable proxy, substantially in the form of Annex A hereto, and irrevocably appoint Parent or its designees, and each of them individually, with full power of substitution and resubstitution, such Stockholder’s attorney-in-fact and proxy to vote, or, if applicable, to give consent with respect to, all of the Subject Shares as of the record date of such vote or consent in respect of any of the matters set forth in, and in accordance with the provisions of, Section 2(a) (the “Proxy”). (b) Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Proxy. Each Stockholder hereby affirms that the Proxy set forth in this Section 3 is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to the Expiration Date. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. (c) With respect to the Stockholders, the Stockholders and the Company hereby waive, solely with respect to this Agreement, Section 4.1 of the Company’s 2009 Stockholders Agreement (the “Stockholders’ Agreement”), which Stockholders Agreement shall be terminated in connection with the consummation of the Merger and each Stockholder hereby revokes any and all prior proxies or powers of attorney given by such Stockholder prior to the date of this Agreement with respect to the voting of the Subject Shares and agrees not to grant any subsequent proxies or powers of attorney on or following the date of this Agreement with respect to the voting of the Subject Shares until the Expiration Date. (d) Each Stockholder shall, at such Stockholder’s own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent the power to carry out and give effect to the provisions of this Agreement.

Grant of Proxy; Appointment of Proxy. (a) In furtherance of the transactions contemplated hereby and by the Merger Share Exchange Agreement, and in order to secure the performance by each Stockholder of such Stockholder’s duties under this Agreement, such Stockholder, concurrently with the execution of this Agreement, shall execute, in accordance with the provisions of applicable Delaware law, and deliver to Parent Elitech an irrevocable proxy, substantially in the form of Annex A heretohereto (the “Proxy”), and irrevocably appoint Parent Elitech or its designees, and each of them individually, with full power of substitution and resubstitutionsubstitution, such Stockholder’s agent, attorney-in-fact , and proxy to vote, vote or, if applicable, to give consent with respect to, all of the Subject Shares Beneficially Owned by Stockholder as of the record date of such vote or consent in respect of any of the matters set forth in, and in accordance with the provisions of, Section 2(a) (the “Proxy”). (b) Each Stockholder understands and acknowledges that Parent Elitech is entering into the Merger Share Exchange Agreement in reliance upon such Proxy. Each Stockholder hereby affirms that the Proxy set forth in this Section 3 is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to revoked; such irrevocable proxy shall survive the Expiration Datedeath of Stockholder. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. (c) With respect to the Stockholders, the Stockholders and the Company hereby waive, solely with respect to this Agreement, Section 4.1 of the Company’s 2009 Stockholders Agreement (the “Stockholders’ Agreement”), which Stockholders Agreement shall be terminated in connection with the consummation of the Merger and each Stockholder hereby revokes any and all prior proxies or powers of attorney given by such Stockholder prior to the date of this Agreement with respect to the voting of the Subject Shares and agrees not to grant any subsequent proxies or powers of attorney on or following the date of this Agreement with respect to the voting of the Subject Shares until the Expiration Date. (d) Each Stockholder shall, at such Stockholder’s own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent Elitech the power to carry out and give effect to the provisions of this Agreement.

Grant of Proxy; Appointment of Proxy. (a) In furtherance of the transactions contemplated hereby and by the Merger Agreement, and in order to secure the performance by each Stockholder of such Stockholder’s 's duties under this Agreement, such Stockholder, concurrently with the execution of this Agreement, shall execute, in accordance with the provisions of applicable Delaware California law, and deliver to Parent AccessMedia an irrevocable proxy, substantially in the form of Annex A hereto, and irrevocably appoint Parent AccessMedia or its designees, and each of them individually, with full power of substitution and resubstitutionsubstitution, such Stockholder’s attorney-in-fact 's attorney and proxy to vote, or, if applicable, to give consent with respect to, all of the Subject Shares Beneficially Owned by Stockholder as of the record date of such vote or consent in respect of any of the matters set forth in, and in accordance with the provisions of, Section 2(a) (the “"Proxy”"). (b) Each Stockholder understands and acknowledges that Parent AccessMedia is entering into consummating the transactions contemplated by the Merger Agreement in reliance upon such Proxy. Each Stockholder hereby affirms that the Proxy set forth in this Section 3 is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to the Expiration Daterevoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. (c) With respect to the Stockholders, the Stockholders and the Company hereby waive, solely with respect to this Agreement, Section 4.1 of the Company’s 2009 Stockholders Agreement (the “Stockholders’ Agreement”), which Stockholders Agreement shall be terminated in connection with the consummation of the Merger and each Stockholder hereby revokes any and all prior proxies or powers of attorney given by such Stockholder prior to the date of this Agreement with respect to the voting of the Subject Shares and agrees not to grant any subsequent proxies or powers of attorney on or following the date of this Agreement with respect to the voting of the Subject Shares until the Expiration Date. (d) Each Stockholder shall, at such StockholderIMSI’s own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent AccessMedia the power to carry out and give effect to the provisions of this Agreement.

Grant of Proxy; Appointment of Proxy. (a) In furtherance of the transactions contemplated hereby and by the Merger Agreement, and in order to secure the performance by each Stockholder Shareholder of such StockholderShareholder’s duties under this Agreement, such StockholderShareholder, concurrently with the execution of this Agreement, shall execute, in accordance with the provisions of applicable Delaware law, and deliver to Parent an irrevocable proxy, substantially in the form of Annex A hereto, and irrevocably appoint Parent or its designees, and each of them individually, with full power of substitution and resubstitutionsubstitution, such StockholderShareholder’s attorney-in-fact attorney and proxy to vote, or, if applicable, to give consent with respect to, all of the Subject Shares Beneficially Owned by Shareholder as of the record date of such vote or consent in respect of any of the matters set forth in, and in accordance with the provisions of, Section 2(a) (the “Proxy”). (b) Each Stockholder Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Proxy. Each Stockholder Shareholder hereby affirms that the Proxy set forth in this Section 3 is given to secure the performance of the duties of such Stockholder Shareholder under this Agreement. Each Stockholder Shareholder hereby affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to the Expiration Daterevoked. Each Stockholder Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. (c) With respect to the Stockholders, the Stockholders and the Company hereby waive, solely with respect to this Agreement, Section 4.1 of the Company’s 2009 Stockholders Agreement (the “Stockholders’ Agreement”), which Stockholders Agreement shall be terminated in connection with the consummation of the Merger and each Stockholder Shareholder hereby revokes any and all prior proxies or powers of attorney given by such Stockholder prior to the date of this Agreement Shareholder with respect to the voting of the Subject Shares and agrees not to grant any subsequent proxies or powers of attorney on or following the date of this Agreement with respect to the voting of the Subject Shares until the Expiration Date. (d) Each Stockholder Shareholder shall, at such StockholderShareholder’s own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent the power to carry out and give effect to the provisions of this Agreement.

Grant of Proxy; Appointment of Proxy. (a) In furtherance of the transactions contemplated Shareholder hereby and by the Merger Agreementgrants to, and in order to secure the performance by each Stockholder of such Stockholder’s duties under this Agreementappoints, such StockholderParent and Xxxxxxx X. Xxxxx, concurrently with the execution of this Agreement, shall executeXxx Xxxxxx and Xxxx X. Xxxx, in accordance with the provisions their respective capacities as officers or authorized representatives of applicable Delaware lawParent, and deliver any individual who shall hereafter succeed to Parent an irrevocable proxy, substantially in the form any such office of Annex A hereto, and irrevocably appoint Parent or its designeesParent, and each of them individually, with full power and any individual designated in writing by any of substitution them as Shareholder’s proxy and resubstitution, such Stockholder’s attorney-in-fact (with full power of substitution), for and proxy to votein the name, or, if applicableplace and stead of Shareholder and solely in the event of the absence of Shareholder at the meeting of the shareholders of the Company in which such vote is taken, to give consent with respect to, vote all of the Shareholder’s Subject Shares as (owned of the record date of such vote or beneficially), or grant a consent or approval in respect of any such Subject Shares, (i) in favor of the matters set forth inapproval of the Merger Agreement and the approval of the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement, (ii) against any Acquisition Proposal or any Frustrating Transaction and (iii) otherwise in accordance with Section 3 of this Agreement. Except upon the provisions oftermination of this Agreement in accordance with its terms, in which case the proxy granted in this Section 2(a4 shall expire and be terminated and of no further force and effect, the proxy granted pursuant to this Section 4(a) (the “Proxy”). (b) Each Stockholder shall be irrevocable. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder’s execution and delivery of this Agreement. (b) Except for the proxy granted pursuant to Section 4(a), Shareholder represents that any proxies heretofore given in respect of Shareholder’s Subject Shares are not irrevocable, and that all such Proxy. Each Stockholder proxies are hereby revoked. (c) Shareholder hereby affirms that the Proxy proxy set forth in this Section 3 4 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 such Stockholder Shareholder under this Agreement. Each Stockholder Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to the Expiration Dateexcept as otherwise set forth herein. Each Stockholder Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. (c) With respect . Such proxy is executed and intended to the Stockholders, the Stockholders and the Company hereby waive, solely be irrevocable in accordance with respect to this Agreement, Section 4.1 of the Company’s 2009 Stockholders Agreement (the “Stockholders’ Agreement”), which Stockholders Agreement shall be terminated in connection with the consummation of the Merger and each Stockholder hereby revokes any and all prior proxies or powers of attorney given by such Stockholder prior to the date of this Agreement with respect to the voting of the Subject Shares and agrees not to grant any subsequent proxies or powers of attorney on or following the date of this Agreement with respect to the voting of the Subject Shares until the Expiration Date. (d) Each Stockholder shall, at such Stockholder’s own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent the power to carry out and give effect to the provisions of this AgreementSection 351.245(4) of the MGBCL, except as otherwise set forth herein.

Grant of Proxy; Appointment of Proxy. (a) In furtherance of the transactions contemplated Each Supporting Stockholder hereby and by the Merger Agreementirrevocably grants to, and in order to secure the performance by each Stockholder of such Stockholder’s duties under this Agreementappoints, such Stockholder, concurrently with the execution of this Agreement, shall execute, in accordance with the provisions of applicable Delaware law, Representative as proxy and deliver to Parent an irrevocable proxy, substantially in the form of Annex A hereto, and irrevocably appoint Parent or its designees, and each of them individually, with full power of substitution and resubstitution, such Stockholder’s attorney-in-fact (with full power of substitution), for and proxy to votein the name, or, if applicableplace and stead of such Supporting Stockholder, to give vote all Covered Shares owned by such Supporting Stockholder that are entitled to vote (whether pursuant to the certificate of incorporation or bylaws of Holding, any contract or applicable law), or grant a consent with respect to, all of the Subject Shares as of the record date of such vote or consent approval in respect of any of such Covered Shares, including the matters set forth Written Consent (to the extent such Written Consent is not executed by the Supporting Stockholder), or execute such other documents, in each case in order to approve and effectuate the Merger Agreement and all transactions contemplated thereby, including the Merger. Each Supporting Stockholder hereby ratifies and approves each and every action taken, decision made or instruction given by such proxy and attorney-in, and in accordance with -fact pursuant to the provisions of, of Section 2(a) 1 hereof and this Section 3. Each Supporting Stockholder will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by such Stockholder with respect to the Covered Shares (the “Proxy”such Supporting Stockholder hereby representing to Parent that any such proxy is not irrevocable). (b) Each Supporting Stockholder understands and acknowledges that Parent is entering into the Merger Agreement is being entered into by the parties thereto, including Parent, in reliance upon such Proxythe irrevocable proxy set forth in Subsection 3(a) hereof. Each Supporting Stockholder hereby affirms (i) that the Proxy irrevocable proxy set forth in this Section 3 Subsection 3(a) hereof is given to secure the performance of the duties of such Supporting Stockholder under Section 1 of this Agreement. Each Stockholder hereby affirms Agreement and (ii) that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to the Expiration Daterevoked. Each Stockholder hereby ratifies and confirms all that such Such irrevocable proxy may lawfully do or cause is executed and intended to be done by virtue hereofirrevocable in accordance with the provisions of Section 212 of the Delaware General Corporation Law. (c) With respect Notwithstanding anything herein to the Stockholderscontrary, Representative shall have no authority to vote the Stockholders and the Company hereby waive, solely with respect to this Agreement, Section 4.1 of the Company’s 2009 Stockholders Agreement (the “Stockholders’ Agreement”), which Stockholders Agreement shall be terminated in connection with the consummation of the Merger and each Stockholder hereby revokes any and all prior proxies or powers of attorney given by such Stockholder prior to the date of this Agreement Common Stock with respect to the voting consent or approval of any payment that could constitute a parachute payment within the meaning of Section 280G of the Subject Shares and agrees not to grant any subsequent proxies or powers of attorney on or following the date of this Agreement with respect to the voting of the Subject Shares until the Expiration DateCode. (d) Each Stockholder shall, at such Stockholder’s own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent the power to carry out and give effect to the provisions of this Agreement.

Grant of Proxy; Appointment of Proxy. (a) In furtherance of the transactions contemplated hereby and by the Merger Agreement, and in order to secure the performance by each Stockholder Shareholder of such StockholderShareholder’s duties under this Agreement, such StockholderShareholder, concurrently with the execution of this Agreement, shall execute, in accordance with the provisions of applicable Delaware Israeli law, and deliver to Parent Buyer an irrevocable proxy, substantially in the form of Annex A hereto, and irrevocably appoint Parent or its designees, and each hereto unless a different form is specified in the Company’s Articles of them individually, with full power of substitution and resubstitution, such Stockholder’s attorney-in-fact and Association (in which case the proxy to vote, or, if applicable, to give consent with respect to, all shall meet the requirements of the Subject Shares as Company’s Articles of the record date of such vote or consent in respect of any of the matters set forth in, and in accordance with the provisions of, Section 2(aAssociation) (the “Proxy”). (b) Each Stockholder Shareholder understands and acknowledges that Parent Buyer is entering into the Merger Agreement in reliance upon such Proxy. Each Stockholder Shareholder hereby affirms that the Proxy set forth in this Section 3 is given to secure the performance of the duties of such Stockholder Shareholder under this Agreement. Each Stockholder Shareholder hereby affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to the Expiration Daterevoked. Each Stockholder Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. (c) With respect to the Stockholders, the Stockholders and the Company hereby waive, solely with respect to this Agreement, Section 4.1 of the Company’s 2009 Stockholders Agreement (the “Stockholders’ Agreement”), which Stockholders Agreement shall be terminated in connection with the consummation of the Merger and each Stockholder Shareholder hereby revokes any and all prior proxies or powers of attorney given by such Stockholder prior to the date of this Agreement Shareholder with respect to the voting of the Subject Shares in respect of any of the matters set forth in Section 2(a) and agrees not to grant any subsequent proxies or powers of attorney on or following the date of this Agreement with respect to the voting of the Subject Shares in respect of any of the matters set forth in Section 2(a) until the Expiration Date. (d) Each Stockholder Shareholder shall, at such StockholderBuyer’s own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent Buyer the power to carry out and give effect to the provisions of this Agreement.

Grant of Proxy; Appointment of Proxy. (a) In furtherance of the transactions contemplated Shareholder hereby and by the Merger Agreementgrants to, and in order to secure the performance by each Stockholder of such Stockholder’s duties under this Agreementappoints, such StockholderParent and Rxxxxxx X. Xxxxx, concurrently with the execution of this Agreement, shall executeLxx Xxxxxx and Kxxx X. Xxxx, in accordance with the provisions their respective capacities as officers or authorized representatives of applicable Delaware lawParent, and deliver any individual who shall hereafter succeed to Parent an irrevocable proxy, substantially in the form any such office of Annex A hereto, and irrevocably appoint Parent or its designeesParent, and each of them individually, with full power and any individual designated in writing by any of substitution them as Shareholder’s proxy and resubstitution, such Stockholder’s attorney-in-fact (with full power of substitution), for and proxy to votein the name, or, if applicableplace and stead of Shareholder and solely in the event of the absence of Shareholder at the meeting of the shareholders of the Company in which such vote is taken, to give consent with respect to, vote all of the Shareholder’s Subject Shares as (owned of the record date of such vote or beneficially), or grant a consent or approval in respect of any such Subject Shares, (i) in favor of the matters set forth inapproval of the Merger Agreement and the approval of the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement, (ii) against any Acquisition Proposal or any Frustrating Transaction and (iii) otherwise in accordance with Section 3 of this Agreement. Except upon the provisions oftermination of this Agreement in accordance with its terms, in which case the proxy granted in this Section 2(a4 shall expire and be terminated and of no further force and effect, the proxy granted pursuant to this Section 4(a) (the “Proxy”). (b) Each Stockholder shall be irrevocable. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder’s execution and delivery of this Agreement. (b) Except for the proxy granted pursuant to Section 4(a), Shareholder represents that any proxies heretofore given in respect of Shareholder’s Subject Shares are not irrevocable, and that all such Proxy. Each Stockholder proxies are hereby revoked. (c) Shareholder hereby affirms that the Proxy proxy set forth in this Section 3 4 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 such Stockholder Shareholder under this Agreement. Each Stockholder Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to the Expiration Dateexcept as otherwise set forth herein. Each Stockholder Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. (c) With respect . Such proxy is executed and intended to the Stockholders, the Stockholders and the Company hereby waive, solely be irrevocable in accordance with respect to this Agreement, Section 4.1 of the Company’s 2009 Stockholders Agreement (the “Stockholders’ Agreement”), which Stockholders Agreement shall be terminated in connection with the consummation of the Merger and each Stockholder hereby revokes any and all prior proxies or powers of attorney given by such Stockholder prior to the date of this Agreement with respect to the voting of the Subject Shares and agrees not to grant any subsequent proxies or powers of attorney on or following the date of this Agreement with respect to the voting of the Subject Shares until the Expiration Date. (d) Each Stockholder shall, at such Stockholder’s own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent the power to carry out and give effect to the provisions of this AgreementSection 351.245(4) of the MGBCL, except as otherwise set forth herein.

Grant of Proxy; Appointment of Proxy. (a) In furtherance of the transactions contemplated hereby and by the Merger Agreement, and in order to secure the performance by each Stockholder Shareholder of such StockholderShareholder’s duties under this Agreement, such StockholderShareholder, concurrently with the execution of this Agreement, shall execute, in accordance with the provisions of applicable Delaware law, and deliver to Parent the Company an irrevocable proxy, substantially in the form of Annex A hereto, hereto unless a different form is specified in Buyer’s Articles of Incorporation or Bylaws (in which case the proxy shall meet the requirements of Buyer’s Articles of Incorporation and irrevocably appoint Parent or its designees, and each of them individually, with full power of substitution and resubstitution, such Stockholder’s attorney-in-fact and proxy to vote, or, if applicable, to give consent with respect to, all of the Subject Shares as of the record date of such vote or consent in respect of any of the matters set forth in, and in accordance with the provisions of, Section 2(aBylaws) (the “Proxy”). (b) Each Stockholder Shareholder understands and acknowledges that Parent the Company is entering into the Merger Agreement in reliance upon such Proxy. Each Stockholder Shareholder hereby affirms that the Proxy set forth in this Section 3 is given to secure the performance of the duties of such Stockholder Shareholder under this Agreement. Each Stockholder Shareholder hereby affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to the Expiration Daterevoked. Each Stockholder Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. (c) With respect to the Stockholders, the Stockholders and the Company hereby waive, solely with respect to this Agreement, Section 4.1 of the Company’s 2009 Stockholders Agreement (the “Stockholders’ Agreement”), which Stockholders Agreement shall be terminated in connection with the consummation of the Merger and each Stockholder Shareholder hereby revokes any and all prior proxies or powers of attorney given by such Stockholder prior to the date of this Agreement Shareholder with respect to the voting of the Subject Shares in respect of any of the matters set forth in Section 2(a) and agrees not to grant any subsequent proxies or powers of attorney on or following the date of this Agreement with respect to the voting of the Subject Shares in respect of any of the matters set forth in Section 2(a) until the Expiration Date. (d) Each Stockholder Shareholder shall, at such Stockholderthe Company’s own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent the Company the power to carry out and give effect to the provisions of this Agreement.