Common use of Grant of Proxy; Further Assurance Clause in Contracts

Grant of Proxy; Further Assurance. In the event that, in connection with any regular or special meeting of stockholders, or, in lieu of any such meeting, with a written consent in any action by written consent of the stockholders, within five (5) days following a written request thereof by an executive officer of MPLC (or a representative thereof), a Stockholder fails to vote or cause to be voted all of his Stock in favor of the Actions in accordance with the instructions set forth in such written request, or to execute a written consent in connection therewith, each Stockholder, by this Agreement, with respect to all Stock over which it has voting authority and any Stock hereinafter acquired by such Stockholder over which it may have voting authority, does hereby irrevocably constitute and appoint such executive officer, or any nominee, with full power of substitution, as his or its true and lawful attorney and proxy, for and in his or its name, place and stead, to vote each of such Stock as such Stockholder’s proxy, at every annual, special or adjourned meeting of the stockholders of MPLC (including the right to sign his or its name (as Stockholder) to any consent, certificate or other document relating to MPLC that may be permitted or required by applicable law) in favor of the adoption and approval of each of the Actions. This proxy extends to no other matter, except for the Actions as enumerated above. Each Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in MPLC the power to carry out the provisions of this Agreement.

Grant of Proxy; Further Assurance. In the event that, in connection with any regular or special meeting of stockholdersshareholders, or, in lieu of any such meeting, with a written consent in any action by written consent of the stockholdersshareholders, within five (5) days following a written request thereof by an executive officer of MPLC Xxxxxxx Investments, LLC (or a representative thereof), a Stockholder Shareholder fails to vote or cause to be voted all of his Stock Shares in favor of the Actions in accordance with the instructions set forth in such written request, or to execute a written consent in connection therewith, each StockholderShareholder, by this Agreement, with respect to all Stock Shares over which it has voting authority and any Stock Shares hereinafter acquired by such Stockholder Shareholder over which it may have voting authority, does hereby irrevocably constitute and appoint such executive officerXxxxxxx Investments, LLC, or any nominee, with full power of substitution, as his or its true and lawful attorney and proxy, for and in his or its name, place and stead, to vote each of such Stock Shares as such StockholderShareholder’s proxy, at every annual, special or adjourned meeting of the stockholders shareholders of MPLC Applied Spectrum (including the right to sign his or its name (as StockholderShareholder) to any consent, certificate or other document relating to MPLC Applied Spectrum that may be permitted or required by applicable law) in favor of the adoption and approval of each of the Actions. This proxy extends to no other matter, except for the Actions as enumerated above. Each Stockholder Shareholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in MPLC Applied Spectrum the power to carry out the provisions of this Agreement.

Grant of Proxy; Further Assurance. In the event ------------------------------------ that, in connection with any regular or special meeting of stockholdersshareholders, or, in lieu of any such meeting, with a written consent in any action by written consent of the stockholdersshareholders, within five (5) days following a written request thereof by an executive officer of MPLC Ellins (or a representative thereof), a Stockholder Shareholder fails to vote or cause to be voted all of his Stock Shares in favor of the Actions in accordance with the instructions set forth in such written request, or to execute a written consent in connection therewith, each StockholderShareholder, by this Agreement, with respect to all Stock Shares over which it has voting authority and any Stock Shares hereinafter acquired by such Stockholder Shareholder over which it may have voting authority, does hereby irrevocably constitute and appoint such executive officerEllins, or any nominee, with full power of substitution, as his or its true and lawful attorney and proxy, for and in his or its name, place and stead, to vote each of such Stock Shares as such Stockholder’s Shareholder's proxy, at every annual, special or adjourned meeting of the stockholders shareholders of MPLC Qorus (including the right to sign his or its name (as StockholderShareholder) to any consent, certificate or other document relating to MPLC Qorus that may be permitted or required by applicable law) in favor of the adoption and approval of each of the Actions. This proxy extends to no other matter, except for the Actions as enumerated above. Each Stockholder Shareholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in MPLC Qorus the power to carry out the provisions of this Agreement.

Grant of Proxy; Further Assurance. In the event that, in connection with any regular or special meeting of stockholdersStockholders, or, in lieu of any such meeting, with a written consent in any action by written consent of the stockholdersStockholders, within five (5) days following a written request thereof by an executive officer of MPLC W-Net Fund I, L.P. (or a representative thereof), a Stockholder fails to vote or cause to be voted all of his Stock his, her or its Shares in favor of the Actions in accordance with the instructions set forth in such written request, or to execute a written consent in connection therewith, each Stockholder, by this Agreement, with respect to all Stock Shares over which he, she or it has voting authority and any Stock Shares hereinafter acquired by such Stockholder over which he, she or it may have voting authority, does hereby irrevocably constitute and appoint such executive officerXxxxx Xxxxxx, or any nominee, with full power of substitution, as his his, her or its true and lawful attorney and proxy, for and in his his, her or its name, place and stead, to vote each of such Stock Shares as such Stockholder’s proxy, at every annual, special or adjourned meeting of the stockholders Stockholders of MPLC Company (including the right to sign his his, her or its name (as Stockholder) to any consent, certificate or other document relating to MPLC Company that may be permitted or required by applicable law) in favor of the adoption and approval of each of the Actions. This proxy extends to no other matter, except for the Actions as enumerated above. Each Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in MPLC Company the power to carry out the provisions of this Agreement.

Grant of Proxy; Further Assurance. In the event that, in connection with any regular or special meeting of stockholdersshareholders, or, in lieu of any such meeting, with a written consent in any action by written consent of the stockholdersshareholders, within five (5) days following a written request thereof by an executive officer of MPLC Ming (or a representative thereof), a Stockholder Shareholder fails to vote or cause to be voted all of his Stock Shares in favor of the Actions in accordance with the instructions set forth in such written request, or to execute a written consent in connection therewith, each StockholderShareholder, by this Agreement, with respect to all Stock Shares over which it has voting authority and any Stock Shares hereinafter acquired by such Stockholder Shareholder over which it may have voting authority, does hereby irrevocably constitute and appoint such executive officerMing, or any nominee, with full power of substitution, as his or its true and lawful attorney and proxy, for and in his or its name, place and stead, to vote each of such Stock Shares as such StockholderShareholder’s proxy, at every annual, special or adjourned meeting of the stockholders shareholders of MPLC Purezza (including the right to sign his or its name (as StockholderShareholder) to any consent, certificate or other document relating to MPLC Purezza that may be permitted or required by applicable law) in favor of the adoption and approval of each of the Actions. This proxy extends to no other matter, except for the Actions as enumerated above. Each Stockholder Shareholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in MPLC Purezza the power to carry out the provisions of this Agreement.

Grant of Proxy; Further Assurance. In the event that, in connection with any regular or special meeting of stockholdersshareholders, or, in lieu of any such meeting, with a written consent in any action by written consent of the stockholdersshareholders, within five (5) days following a written request thereof by an executive officer of MPLC the Company (or a representative thereof), a Stockholder Shareholder fails to vote or cause to be voted all of his Stock Shares in favor of the Actions in accordance with the instructions set forth in such written request, or to execute a written consent in connection therewith, each StockholderShareholder, by this Agreement, with respect to all Stock Shares over which it has voting authority and any Stock Shares hereinafter acquired by such Stockholder Shareholder over which it may have voting authority, does hereby irrevocably constitute and appoint such executive officerXxxx Xxxxx, or any nominee, with full power of substitution, as his or its true and lawful attorney and proxy, for and in his or its name, place and stead, to vote each of such Stock Shares as such StockholderShareholder’s proxy, at every annual, special or adjourned meeting of the stockholders shareholders of MPLC Cyber (including the right to sign his or its name (as StockholderShareholder) to any consent, certificate or other document relating to MPLC Cyber that may be permitted or required by applicable law) in favor of the adoption and approval of each of the Actions. This proxy extends to no other matter, except for the Actions as enumerated above. Each Stockholder Shareholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in MPLC Cyber the power to carry out the provisions of this Agreement.

Grant of Proxy; Further Assurance. In the event that, in connection with any regular or special meeting of stockholdersshareholders, or, in lieu of any such meeting, with a written consent in any action by written consent of the stockholdersshareholders, within five (5) days following a written request thereof by an executive officer of MPLC the Company (or a representative thereof), a the Principal Stockholder fails to vote or cause to be voted all of his Stock the Subject Shares in favor of the adoption and approval of each of the Actions in accordance with the instructions set forth in such written request, or to execute a written consent in connection therewith, each Stockholder, the Principal Stockholder by this Agreement, with respect to all Stock Subject Shares over which it has voting authority and any Stock Subject Shares hereinafter acquired by such the Principal Stockholder over which it may have voting authority, does hereby irrevocably constitute and appoint such executive officerMx. Xxxxxx Xx, the Chief Financial Officer of the Company, or any nominee, with full power of substitution, as his or its true and lawful attorney and proxy, for and in his or its name, place and stead, to vote each of such Stock Subject Shares as such the Principal Stockholder’s proxy, at every annual, special or adjourned meeting of the stockholders of MPLC shareholders (including the right to sign his or its name (as the Principal Stockholder) to any consent, certificate or other document relating to MPLC the Financing Transaction that may be permitted or required by applicable law) in favor of the adoption and approval of each of the Actions. This proxy extends to no other matter, except for the Actions as enumerated abovematters set forth in Section 1.01 hereof. Each The Principal Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in MPLC the power to carry out the provisions of this Agreement.