Common use of Grant of Proxy Voting Agreement Clause in Contracts

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. (b) This irrevocable proxy shall not be terminated by any act of Stockholder or by operation of law (including, without limiting the foregoing, by the dissolution or liquidation of any corporation or partnership). If, during the Term, any corporation or partnership holding the Covered Shares should be dissolved or liquidated, or if any other such similar event or events shall occur during the Term, certificates representing the Covered Shares shall be delivered by or on behalf of Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by Parent hereunder shall be as valid as if such dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not Parent has received notice of such dissolution, liquidation or other event.

Grant of Proxy Voting Agreement. (a) The 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 Securities and herebyhereby irrevocably appoints Parent as proxy for the Stockholder, subject to Section 1.6with full power of substitution and resubstitution, grants Parent during the Term a limited irrevocable proxy to vote the Covered Shares as to which such Stockholder has voting power Securities for such the Stockholder and in such the Stockholder’s 's name, place and stead, at any annual annual, special or special other 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, whether before in lieu of a meeting or after otherwise in the Acceptance Time, solely following manner: (i) for the adoption and approval 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 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 any proposal made in opposition tothe Company's stockholders, which is intended, or in competition could reasonably be expected, to impede, interfere with, delay, postpone, or materially adversely affect the consummation of the Offer Merger or the Merger and 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 the Company in lieu of a meeting or otherwise. 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 Stockholder. (b) Notwithstanding the foregoing grant to Parent of the irrevocable proxy, if Parent elects not to exercise its rights to vote the Securities pursuant to the irrevocable proxy, the Stockholder agrees to vote the Securities during the term of this Agreement (i) in favor of or give its consent to, as applicable, a proposal to adopt and approve the Merger Agreement and the Merger as described in clause (i) of Section 1.4(a), (ii) against any Acquisition Proposal other than the Merger, (iii) except as otherwise agreed to in writing in advance by Newco, against any other action, proposal, transaction proposal for action or agreement that would compete with 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, discouragepostpone, or materially adversely affect or inhibit the timely consummation of the Offer Merger or the transactions contemplated by the Merger and (iv) as directed by Parent Agreement or Newco with respect to this Agreement, in each case at 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 foregoingannual, the proxy granted by this Section 1.4 shall be immediately revoked at the end special or other meeting or action of the Term. Such irrevocable proxy is executed and intended to be irrevocable in accordance with Section 212 stockholders of the DGCLCompany in lieu of a meeting or otherwise. (bc) This irrevocable proxy shall will not be terminated by any act of the Stockholder or by operation of law law, whether by the death or incapacity of the Stockholder or by the occurrence of any other event or events (including, without limiting the foregoing, by the termination of any trust or estate for which the Stockholder is acting as a fiduciary or the dissolution or liquidation of any corporation or partnership). IfIf between the execution hereof and the Termination, during the TermStockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Covered Shares Securities should be dissolved or liquidated, or if any other such similar event or events shall occur during occurs before the TermTermination, certificates representing the Covered Shares shall be delivered by or on behalf of Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by Parent hereunder shall will be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not Parent has received notice of such death, incapacity, termination, dissolution, liquidation or other event. (d) Except as specifically set forth in this Agreement, the Stockholder will continue to hold and shall have the right to exercise all voting rights relating to the Securities.

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, hereby 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. (b) This irrevocable proxy shall not be terminated by any act of Stockholder or by operation of law (including, without limiting the foregoing, by the dissolution or liquidation of any corporation or partnership). If, during the Term, any corporation or partnership holding the Covered Shares should be dissolved or liquidated, or if any other such similar event or events shall occur during the Term, certificates representing the Covered Shares shall be delivered by or on behalf of Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by Parent hereunder shall be as valid as if such dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not Parent has received notice of such dissolution, liquidation or other event.

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, hereby grants Parent during until the Term Termination Date 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 NewcoPurchaser, 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 Purchaser with respect to any Acquisition Takeover 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 Purchaser 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 upon the end of the TermTermination Date. Such irrevocable proxy is executed and intended to be irrevocable in accordance with Section 212 of the DGCL. Except as expressly set forth herein, Parent acknowledges (i) that the proxy granted hereby shall not be effective for any other purpose, and (ii) such proxy shall not limit the rights of the Stockholder to vote or exercise its rights to consent in favor of or against, or abstain with respect to, any matter presented to the Company’s stockholders that is not subject to the limited irrevocable proxy granted to Parent in respect of the Covered Shares pursuant to the first sentence of this Section 1.4(a). The proxy granted hereunder shall be automatically revoked upon termination of this Agreement in accordance with its terms. 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 Stockholder in connection with or as a result of any voting by Parent of the Covered 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. (b) This irrevocable proxy shall not be terminated by any act of Stockholder or by operation of law (including, without limiting the foregoing, by the dissolution or liquidation of any corporation or partnership). IfIf between the execution hereof and the Termination Date, during the Term, if any corporation or partnership holding the Covered Shares should be dissolved or liquidated, or if any other such similar event or events shall occur during before the TermTermination Date, certificates representing the Covered Shares shall be delivered by or on behalf of Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by Parent hereunder shall be as valid as if such dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not Parent has received notice of such dissolution, liquidation or other event.

Grant of Proxy Voting Agreement. (a) Each Stockholder hereby revokes, or has revoked or terminated any and previously revoked, all prior proxies, voting agreements or similar arrangements previously powers-of-attorney given or entered into with respect to any of his respective Shares, and hereby irrevocably (to the Covered Shares fullest extent permitted by law) constitutes and herebyappoints Purchaser, subject to Section 1.6or any designee of Purchaser as his true and lawful proxy and attorney-in-fact, 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 the name, place and steadstead of such Stockholder, to vote his respective 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 annual, special or special other meeting of the stockholders of the Company, as applicable, or and at any adjournment or postponements thereof, whether before or after pursuant to any written consent in lieu of a meeting or otherwise, in the Acceptance Time, solely following manner: (i) for the adoption in favor of the Merger Agreement and the approval of the MergerPurchase Agreement, including each the transactions contemplated thereby, any other action, agreement and transaction in furtherance matter necessary for the consummation of the Offer, the Merger Agreement, Merger and this Agreement, to the extent transactions contemplated thereby and hereby, considered and voted upon by the stockholders of the Company at any such meeting of stockholders or in such written consent; (ii) against approval of any proposal made in opposition to, to or in competition with, with the 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 Purchase Agreement or any other action, proposal, transaction action or agreement that would compete with result in a breach in any respect of any covenant, representation or interfere with, delay, discourage, adversely affect warranty or inhibit the timely consummation any other obligation or agreement of the Offer Company under the Purchase Agreement 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 Stockholder under this Agreement; and (iii) in favor of any amendment to be irrevocable in accordance with Section 212 the Certificate of Incorporation of the DGCLCompany to increase the number of shares of Common Stock authorized thereunder. (b) This Concurrently with the execution of this Agreement, each Stockholder has delivered to Purchaser a proxy in the form attached hereto as Exhibit B (the “Proxy”), which shall be irrevocable to the fullest extent permissible by applicable law, with respect to his respective Shares. (c) Notwithstanding the foregoing grant to Purchaser of the irrevocable proxies, if Purchaser elects not to exercise its rights to vote any of the Shares pursuant to the irrevocable proxies, each Stockholder agrees in his capacity as a stockholder of the Company and not in his capacity as a director or officer of the Company, to vote his respective Shares during the Term as indicated in Section 1.1(a) 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. (d) Each Stockholder agrees that his irrevocable proxy and all other power and authority intended to be conferred by Section 1.1(a) are coupled with an interest sufficient in law to support an irrevocable power and shall not be terminated by any act of such Stockholder or by operation of law (including, without limiting the foregoing, by the dissolution or liquidation occurrence of any corporation or partnership). If, during the Term, any corporation or partnership holding the Covered Shares should be dissolved or liquidated, or if any other such similar event or events except as provided herein. (e) The irrevocable proxies shall occur during not be affected by the Termdeath, certificates representing the Covered Shares disability or dissolution of any Stockholder, and shall be delivered by binding upon the heirs, successors and assigns or on behalf of Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by Parent hereunder shall be as valid as if such dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not Parent has received notice of such dissolution, liquidation or other eventeach Stockholder.

Grant of Proxy Voting Agreement. (a) Stockholder Grand Cheer hereby revokes, or has revoked or terminated any and previously revoked, all prior proxies, voting agreements or similar arrangements previously powers-of-attorney given or entered into with respect to any of its Shares, and hereby irrevocably (to the Covered Shares fullest extent permitted by law) constitutes and herebyappoints OvenWorks, subject to Section 1.6or any designee of OvenWorks, grants Parent during the Term a limited irrevocable as its true and lawful proxy to vote the Covered Shares as to which such Stockholder has voting power and attorney-in-fact, for such Stockholder and in such Stockholder’s its name, place and stead, to vote its Shares at any annual 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 special other meeting of the stockholders of the Company, as applicable, or and at any adjournment or postponements thereof, whether before or after pursuant to any written consent in lieu of a meeting or otherwise, in the Acceptance Time, solely following manner: (i) for the adoption in favor of the Merger Agreement and the approval of the MergerPurchase Agreement, including each the transactions contemplated thereby, any other action, agreement and transaction in furtherance matter necessary for the consummation of the Offer, the Merger Agreement, Merger and this Agreement, to the extent transactions contemplated thereby and hereby, considered and voted upon by the stockholders of the Company at any such meeting of stockholders or in such written consent; (ii) against approval of any proposal made in opposition to, to or in competition with, with the 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 Purchase Agreement or any other action, proposal, transaction action or agreement that would compete with result in a breach in any respect of any covenant, representation or interfere with, delay, discourage, adversely affect warranty or inhibit the timely consummation any other obligation or agreement of the Offer Company under the Purchase Agreement, or of Grand Cheer under this Agreement; and (iii) in favor of any amendment to 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 Certificate 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 Incorporation of the Term. Such irrevocable proxy is executed and intended Company to be irrevocable in accordance with Section 212 increase the number of the DGCLshares of Common Stock authorized thereunder. (b) This Concurrently with the execution of this Agreement, Grand Cheer has delivered to OvenWorks a proxy in the form attached hereto as Exhibit B (the “Proxy”), which shall be irrevocable to the fullest extent permissible by applicable law, with respect to its Shares. (c) Notwithstanding the foregoing grant to OvenWorks of the irrevocable proxy, if OvenWorks elects not to exercise its rights to vote any of the Shares pursuant to the irrevocable proxy, Grand Cheer agrees to vote its Shares during the Term as indicated in Section 1.1(a) 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. (d) Grand Cheer agrees that its irrevocable proxy and all other power and authority intended to be conferred by Section 1.1(a) are coupled with an interest sufficient in law to support an irrevocable power and shall not be terminated by any act of Stockholder Grand Cheer or by operation the occurrence of law any event or events except as provided herein. (including, without limiting the foregoing, e) The irrevocable proxies shall not be affected by the dissolution or liquidation of any corporation or partnership). IfGrand Cheer, during the Term, any corporation or partnership holding the Covered Shares should be dissolved or liquidated, or if any other such similar event or events shall occur during the Term, certificates representing the Covered Shares and shall be delivered by or on behalf of Stockholder in accordance with the terms binding upon its successors and conditions of the Merger Agreement and this Agreement, and actions taken by Parent hereunder shall be as valid as if such dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not Parent has received notice of such dissolution, liquidation or other eventassigns.