Grant of Proxy; Further Assurances. (a) The Stockholder, by this Agreement, with respect to the Shares, does hereby revoke any and all previous proxies granted with respect to the Shares, and irrevocably constitute and appoint Investor, or any nominee of Investor, with full power of substitution, as his, her or its true and lawful attorney and proxy, for and in his, her or its name, place and stead, to vote each of such Shares as the Stockholder's proxy, at every annual, special or adjourned meeting of the stockholders of the Company (including the right to sign his, her or its name (as shareholder) to any consent, certificate or other document relating to the Company that may be permitted or required by applicable law) in accordance with the provisions set forth in Section 1.01. The Stockholder acknowledges receipt and review of a copy of the Purchase Agreement.
(b) The Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Investor the power to carry out the provisions of this Agreement.
Grant of Proxy; Further Assurances. (a) Each Shareholder, by this Agreement, with respect to the Shares set out in Exhibit A hereto and any Shares hereinafter acquired by such Shareholder, does hereby irrevocably constitute and appoint each Purchaser, acting individually or jointly, or any nominee of such Purchaser, 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 Shares as such Shareholder's proxy, at every annual, special or adjourned meeting of the Shareholders of the Company (including the right to sign his or its name (as Shareholder) to any consent, certificate or other document relating to the Company that may be permitted or required by applicable law) (i) in favor of the adoption of the Asset Purchase Agreement and approval of the Acquisition and the other transactions contemplated by the Asset Purchase Agreement, (ii) against any merger, consolidation, sale of assets, recapitalization or other business combination involving the Company (other than the Acquisition) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Asset Purchase Agreement or that would result in any of the conditions to the Company's obligations under the Asset Purchase Agreement not being fulfilled, and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Asset Purchase Agreement. Each Shareholder acknowledges receipt and review of a copy of the Asset Purchase Agreement.
(b) Each Shareholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Purchasers the power to carry out the provisions of this Agreement.
Grant of Proxy; Further Assurances. (a) The Stockholder, by this Agreement, with respect to the Shares, does hereby revoke any and all previous proxies granted with respect to the Shares, and irrevocably constitute and appoint Investor, or any nominee of Investor, with full power of substitution, as his, her or its true and lawful attorney and proxy, for and in his, her or its name, place and stead, to vote each of such Shares as the Stockholder's proxy, at every annual, special or adjourned meeting of the stockholders of the Company (including the right to sign his, her or its name (as shareholder) to any consent, certificate or other document relating to the Company that may be permitted or required by applicable law) in accordance with the provisions set forth in Section 1.01. The Stockholder acknowledges receipt and review of a copy of the Purchase Agreement.
(b) The Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Investor the power to carry out the provisions of this Agreement.
(c) The Stockholder will not, during the Term, sell or otherwise dispose of the Shares unless each transferee of any Shares shall execute and deliver to Investor an identical form of this Agreement prior to the effectiveness of such transfer. The Stockholder also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of the Shares except in compliance with the foregoing restriction.
Grant of Proxy; Further Assurances. (a) In order to, among other things, permit RIJA to surrender the Shares in accordance with the Merger Agreement, each Shareholder, by this Agreement, with respect to such Shareholder's Shares, does hereby irrevocably constitute and appoint Buyer, or any nominee of Buyer, with full power of substitution, as such Shareholder's true and lawful attorney and proxy, for and in such Shareholder's name, place and stead, to vote each of such Shares as the Shareholder's proxy, at every annual, special or adjourned meeting of the shareholders of the Company (including the right to sign such Shareholder's name (as shareholder) to any consent, certificate or other document relating to the Company that may be permitted or required by applicable law) (i) in favor of the adoption of the Merger Agreement and the other transactions contemplated by the Merger Agreement, (ii) against any merger, consolidation, sale of assets, recapitalization or other business combination involving the Company (other than the Merger) or any other action or agreement that, in each case, would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which would result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter relating to consummation of the Merger. Each Shareholder acknowledges receipt and review of a copy of the Merger Agreement.
(b) Each Shareholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Buyer the power to carry out the provisions of this Agreement.
Grant of Proxy; Further Assurances. (a) Each Shareholder, by this Agreement, with respect to the Shares set out in Exhibit B hereto and any Shares hereafter acquired by such Shareholder, does hereby irrevocably constitute and appoint Mercury, or any nominee of Mercury, with full power of substitution, as his, her or its true and lawful attorney and proxy, for and in his, her or its name, place and stead, to vote each of such Shares as such Shareholder's proxy, at every annual, special or adjourned meeting of the shareholders of the Company (including the right to sign his, her or its name (as shareholder) to any consent, certificate or other document relating to the Company that may be permitted or required by applicable law) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, and (ii) against any merger, consolidation, sale of assets, recapitalization or other business combination involving the Company (other than the Merger) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which would result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled. Each Shareholder acknowledges receipt and review of a copy of the Merger Agreement.
(b) Each Shareholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Mercury the power to carry out the provisions of this Agreement.
Grant of Proxy; Further Assurances. The Investors grant to Proxyholder an irrevocable proxy to vote One Million Nine Hundred Sixty-two Thousand Three Hundred Seventy-five (1,962,375) of the shares of the Series Preferred Stock held by the Investors on the date hereof (the “Proxy Shares”), with respect to any and all matters presented to the stockholders for a vote; provided, however, that this right shall not include the right to vote on any of the following matters:
a. any amendment to the Charter, the by-laws of the Company, the Investor Rights Agreement or the Stockholders Agreement;
b. alter or change the rights, preferences, privileges, or limitations of the shares of the Series Preferred Stock so as to affect such shares adversely;
c. increase the authorized number of shares of Preferred Stock;
d. create any new class or series of stock or any other securities convertible into equity securities of the Company having a preference over the Preferred Stock with respect to voting, or having a preference over the Preferred Stock with respect to dividends or liquidation;
e. set aside in any calendar year under any compensatory equity plan (e.g., stock option plan, stock purchase plan, etc.), for employees, consultants, or directors of the Company a number of shares (in addition to those already set aside thereunder) representing more than ten percent (10.0%) of the number of the Company’s fully-diluted outstanding shares on the first day of such calendar year;
f. Authorize or issue in any calendar year warrants, options, or other convertible securities to customers, suppliers, and other Persons (other than employees, consultants, and directors of the Company) representing in the aggregate more than three percent (3.0%) of the number of the Company’s fully-diluted outstanding shares on the first day of such calendar year;
g. any contract or agreement with any officer, director, stockholder, Affiliate or employee (each a “Related Person”) of the Company or any Subsidiary, including, without limitation, for the sale or repurchase of any of the Company’s Equity Securities (other than (i) repurchase rights existing on or prior to the date hereof with respect to the Investor Shares or (ii) any contract or agreement entered into with such Related Person on terms not less favorable to the Company or Subsidiary, as the case may be, than would be obtained in a transaction with a Person which is not a Related Person);
h. incur any indebtedness in an amount greater than $2,000,000 during any twelve mont...
