Common use of Grant of Proxy Voting Agreement Clause in Contracts

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) The Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities Shares and hereby irrevocably appoints grants Parent as until the Termination Date a limited irrevocable proxy for Stockholder to vote the Permissible Number of 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 Share Acceptance Date Time (as defined in the Merger Agreement), solely for the adoption of the Merger Agreement and the approval of the Merger. The Parent hereby acknowledges that the proxy granted hereby shall not be effective for any other purpose. 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 the Stockholder in connection with or as a result of any voting by the Parent of the Permissible Number of Shares subject to the irrevocable proxy hereby granted to the 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) 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 grants Parent until the Termination Date (as defined in Section 6.1) a limited irrevocable proxy for Stockholder to vote the Shares as to which Stockholder has voting power Securities for Stockholder and in Stockholder’s name, place and stead, at any annual or special meeting or action of the stockholders of the Company, as applicable, or at any adjournment thereofthereof or pursuant to any consent of the stockholders of the Company, in lieu of a meeting or otherwise, whether before or after the Acceptance Date closing of the Offer (as defined in the Merger Agreement), solely for the adoption and approval 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 Securities subject to the irrevocable proxy hereby granted to Parent at any annual or special meeting or action or the execution of any consent of the stockholders of the Company 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 purpose set forth hereinStockholder.

Grant of Proxy Voting Agreement. (a) The Stockholder 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 Stockholder Shareholder to vote the Shares as to which Stockholder has voting power Securities for Stockholder Shareholder and in StockholderShareholder’s name, place and stead, at any annual annual, special or special other meeting or action of the stockholders shareholders of the Company, as applicable, or at any adjournment thereofthereof or pursuant to any consent of the shareholders of the Company, in lieu of a meeting or otherwise, whether before or after the Acceptance Date (as defined in the Merger Agreement)Time, 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 Shareholder in connection with or as a result of any voting by Parent of the Shares Securities subject to the irrevocable proxy hereby granted to Parent at any annual annual, special or special other meeting or action or the execution of any consent of the stockholders shareholders of the Company for the purpose set forth herein.

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 the Parent as proxy for Stockholder to vote the Shares Company Common Stock owned by Stockholder, including the shares of Company Common Stock beneficially owned as to which Stockholder has voting power of the date hereof and set forth on Schedule I hereto, for Stockholder and in Stockholder’s name, place and stead, at any annual or special meeting meeting, or at any adjournment thereof or pursuant to any consent of the stockholders of the Company, as applicable, in lieu of a meeting or at any adjournment thereofotherwise, whether before or after the Acceptance Date (as defined in the Merger Agreement)Time, solely for the adoption of the Merger Agreement and the approval of the MergerAgreement. The Parent hereby acknowledges that the proxy granted hereby shall not be effective for any other purpose. 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 the Stockholder in connection with or as a result of any voting by the Parent of the Shares subject Company Common Stock owned by Stockholder or any execution of any consent. The parties acknowledge that, pursuant to the irrevocable proxy 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 prior to Parent at any annual or special meeting of the stockholders of the Company for the purpose set forth hereinTermination Date.

Grant of Proxy Voting Agreement. (a) The Each Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities Shares and hereby irrevocably appoints grants Parent as until the Termination Date a limited irrevocable proxy for Stockholder to vote the Permissible Number of 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 Share Acceptance Date Time (as defined in the Merger Agreement), solely for the adoption of the Merger Agreement and the approval of the Merger. The Parent hereby acknowledges that the proxy granted hereby shall not be effective for any other purpose. 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 the Stockholder Stockholders in connection with or as a result of any voting by the Parent of the Permissible Number of Shares subject to the irrevocable proxy hereby granted to the 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) The Stockholder has revoked or terminated by any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities Shares and hereby irrevocably appoints grants Parent as until the Termination Date, unless Stockholder has withdrawn any Tender Shares pursuant to Section 1.5, a limited irrevocable 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 Share Acceptance Date Time (as defined in the Merger Agreement), solely for the adoption of the Merger Agreement and the approval of the Merger. The Parent hereby acknowledges that the proxy granted hereby shall not be effective for any other purpose. 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 the Stockholder in connection with or as a result of any voting by the Parent of the Shares subject to the irrevocable proxy hereby granted to the Parent at any annual or special meeting of the stockholders of the Company for the purpose set forth herein.