Grant of Proxy Voting Agreement. (a) The Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities and hereby irrevocably appoints Parent as proxy for Stockholder to vote the Shares as to which Stockholder has voting power for Stockholder and in Stockholder’s name, place and stead, at any annual or special meeting of the stockholders of the Company, as applicable, or at any adjournment thereof, whether before or after the Acceptance Date (as defined in the Merger Agreement), solely for the adoption of the Merger Agreement and the approval of the Merger. Parent hereby acknowledges that the proxy granted hereby shall not be effective for any other purpose. The parties acknowledge and agree that neither Parent, nor Parent’s successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholders, agents and affiliates shall owe any duty to, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s fees) and compensation of any kind or nature whatsoever to the Stockholder in connection with or as a result of any voting by Parent of the Shares subject to the irrevocable proxy hereby granted to Parent at any annual or special meeting of the stockholders of the Company for the purpose set forth herein.
Grant of Proxy Voting Agreement. (a) To the extent applicable, Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities (other than the voting agreement pursuant to Section 2.05 of that certain Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”), dated as of September 14, 2009, by and among the Company, the Stockholder and the other holders of Company B Stock) and hereby irrevocably appoints the Parent as proxy for Stockholder to vote the Securities entitled to vote, subject to the limitations set forth in Section 2.05 of the Investor Rights Agreement, for Stockholder and in Stockholder’s name, place and stead, at any annual or special meeting, or at any adjournment thereof or pursuant to any consent of the stockholders of the Company, in lieu of a meeting or otherwise, for the adoption of the Merger Agreement. The parties acknowledge and agree that neither the Parent, nor the Parent’s successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholders, agents and affiliates shall owe any duty to, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s fees) and compensation of any kind or nature whatsoever, to Stockholder in connection with or as a result of any voting by the Parent of the Securities or any execution of any consent. The parties acknowledge that, pursuant to the authority hereby granted under the irrevocable proxy, the Parent may vote the Securities in furtherance of its own interests, and the Parent is not acting as a fiduciary for Stockholder.
Grant of Proxy Voting Agreement. (a) The Shareholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities and hereby irrevocably appoints Parent as proxy for Shareholder to vote the Securities for Shareholder and in Shareholder’s name, place and stead, at any annual, special or other meeting or action of the shareholders of the Company, as applicable, or at any adjournment thereof or pursuant to any consent of the shareholders of the Company, in lieu of a meeting or otherwise, whether before or after the closing of the Offer (as defined in the Merger Agreement), for the adoption and approval of the Merger Agreement and the Merger. The parties acknowledge and agree that neither Parent, nor Parent’s successors, assigns, subsidiaries, divisions, employees, officers, directors, shareholders, agents and affiliates shall owe any duty to, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s fees) and compensation of any kind or nature whatsoever to the Shareholder in connection with or as a result of any voting by Parent of the Securities subject to the irrevocable proxy hereby granted to Parent at any annual, special or other meeting or action or the execution of any consent of the shareholders of the Company. The parties acknowledge that, pursuant to the authority hereby granted under the irrevocable proxy, Parent may vote the Securities in furtherance of its own interests, and Parent is not acting as a fiduciary for the Shareholder.
Grant of Proxy Voting Agreement. (a) Stockholder has revoked or terminated any and all proxies, voting agreements or similar arrangements previously given or entered into with respect to the Covered Shares and hereby, subject to Section 1.6, grants Parent during the Term a limited irrevocable proxy to vote the Covered Shares as to which such Stockholder has voting power for such Stockholder and in such Stockholder’s name, place and stead, at any annual or special meeting of the stockholders of the Company, as applicable, or at any adjournment thereof, whether before or after the Acceptance Time, solely (i) for the adoption of the Merger Agreement and the approval of the Merger, including each other action, agreement and transaction in furtherance of the Offer, the Merger Agreement, Merger and this Agreement, to the extent contemplated thereby and hereby, (ii) against approval of any proposal made in opposition to, or in competition with, consummation of the Offer or the Merger and the transactions contemplated by the Merger Agreement, (iii) except as otherwise agreed to in writing in advance by Newco, against any other action, proposal, transaction or agreement that would compete with or interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Offer or the Merger and (iv) as directed by Parent or Newco with respect to any Acquisition Proposal. The proxy granted by Stockholder pursuant to this Section 1.4 is coupled with an interest and is irrevocable and is granted in consideration of Newco entering into this Agreement and incurring certain related fees and expenses. Notwithstanding the foregoing, the proxy granted by this Section 1.4 shall be immediately revoked at the end of the Term. Such irrevocable proxy is executed and intended to be irrevocable in accordance with Section 212 of the DGCL.
Grant of Proxy Voting Agreement. (a) The Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities and hereby irrevocably appoints Parent as proxy for the Stockholder, with full power of substitution and resubstitution, to vote the Securities for the Stockholder and in the Stockholder's name, place and stead, at any annual, special or other meeting or action of the stockholders of the Company, as applicable, or at any adjournment thereof or pursuant to any consent of the stockholders of the Company, in lieu of a meeting or otherwise in the following manner: (i) for the adoption and approval of the Merger Agreement and the Merger, (ii) against any Acquisition Proposal other than the Merger, (iii) against any proposal for 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 could reasonably be expected to result in any condition to Parent's and Buyer's obligations to consummate the Merger not being fulfilled, (iv) against any change in the present capitalization of the Company, (v) against any other material change to the Company's corporate structure or business or (vi) against any other action that under applicable law requires the approval of the Company's stockholders, which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or materially adversely affect the consummation of the Merger or the transactions contemplated by the Merger Agreement or this Agreement. THE AUTHORITY GRANTED UNDER THE PROXY IS IRREVOCABLE UNTIL THE TERMINATION (AS HEREINAFTER DEFINED) AND DEEMED TO BE COUPLED WITH AN INTEREST. The parties acknowledge and agree that neither Parent, nor Parent's successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholders, agents and affiliates owe any duty, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorneys' fees) and compensation of any kind or nature whatsoever, to the Stockholder in connection with or as a result of any voting (or refraining from voting) by Parent of the Securities subject to the irrevocable proxy hereby granted to Parent at any annual, special or other meeting or by action of the stockholders of t...
Grant of Proxy Voting Agreement. (a) Grand Cheer hereby revokes, or has previously revoked, all prior proxies, voting agreements or powers-of-attorney given or entered into with respect to any of its Shares, and hereby irrevocably (to the fullest extent permitted by law) constitutes and appoints OvenWorks, or any designee of OvenWorks, as its true and lawful proxy and attorney-in-fact, for and in its name, place and stead, to vote its Shares at any time during the period from the date of this Agreement to the Termination Date (such period being referred to herein as the “Term”), at any annual, special or other meeting of the stockholders of the Company, and at any adjournment or postponements thereof, or pursuant to any written consent in lieu of a meeting or otherwise, in the following manner:
Grant of Proxy Voting Agreement. (a) Each Stockholder hereby revokes, or has previously revoked, all prior proxies, voting agreements or powers-of-attorney given or entered into with respect to any of his respective Shares, and hereby irrevocably (to the fullest extent permitted by law) constitutes and appoints T. Xxxxxxxxxxx, or any designee of Txx Xxxxxxxxxxx, (the "Attorney-in-Fact") as his true and lawful proxy and attorney-in-fact, for and in the name, place and stead of such Stockholder, to vote his respective Shares at any time during the period from the date of this Agreement to the Termination Date set forth in Article 5 below, (such period being referred to herein as the "Term"), at any annual, special or other meeting of the stockholders of the Company, and at any adjournment or postponements thereof, or pursuant to any written consent in lieu of a meeting or otherwise, in the following manner:
Grant of Proxy Voting Agreement. (a) From and after the Closing Date, each Stockholder shall, at the request of Parent, (i) when any annual, special, adjourned or postponed meeting of the stockholders of Parent, however called, is held, appear at such meeting, or otherwise cause its Covered Subject Shares to be counted as present thereat for the purpose of establishing a quorum and (ii) vote, or cause to be voted, its Covered Subject Shares (in whatever manner shall be necessary at any such meeting or adjournment or postponement thereof, or in any written consent circulated for execution by the stockholders of Parent or in any other circumstance upon which a stockholder’s vote or approval is sought) in favor of the approval of an amendment to the Certificate of Incorporation of Parent to eliminate the ability of the stockholders of Parent to act by written consent. Nothing herein shall be deemed to create any obligation of Parent, and Parent shall have no obligation, to propose, or take any action to propose, to its stockholders any amendment to its Certificate of Incorporation, including the amendment to its Certificate of Incorporation described in (ii) above.
Grant of Proxy Voting Agreement. (a) Each Shareholder hereby revokes or has previously revoked all prior proxies, voting agreements or powers-of-attorney given or entered into with respect to any of his, her or its Shares (other than the agreements relating to Xx. Xxxxxxx A. D. French's power to dispose or direct the disposition of the Shares referred to in Schedule A), and hereby irrevocably (to the fullest extent permitted by law) constitutes and appoints Parent, or any designee of Parent, as his, her or its true and lawful proxy and attorney-in-fact, for and in the name, place and stead of such Shareholder, to vote his, her or its Shares, at any time after the date of this Agreement and prior to the Termination Date (as hereinafter defined) (the "Term"), at any annual, special or other meeting of the shareholders of the Company and at any adjournment or postponements thereof, or pursuant to any written consent in lieu of a meeting or otherwise, in the following manner:
Grant of Proxy Voting Agreement. (a) Each Stockholder hereby irrevocably, until the termination of this Agreement in accordance with Section 5.1, appoints Parent as proxy for such Stockholder to vote the Shares entitled to vote, for such Stockholder and in such Stockholder’s name, at any annual or special meeting, or at any adjournment thereof, for the adoption of the Merger Agreement and approval of the Merger if, and only if, such Stockholder fails to vote (including through delivery of a proxy to vote) for the adoption of the Merger Agreement and approval of the Merger not less than two Business Days prior to such meeting. The parties acknowledge and agree that neither Parent, nor Parent’s Affiliates or Representatives, shall owe any duty (including fiduciary duty), whether in law or otherwise, or incur any liability of any kind whatsoever to any Stockholder in connection with or as a result of any voting by Parent of the Shares pursuant to the terms of this Agreement. The parties acknowledge that this proxy is coupled with an interest in the Shares and, until the termination of this Agreement, shall not be terminated by any act of any Stockholder or by operation of law.
