Common use of Irrevocable Proxy Coupled with an Interest Clause in Contracts

Irrevocable Proxy Coupled with an Interest. Subject to the second to last sentence of this Section 7, for so long as this Agreement has not been validly terminated in accordance with its terms, the Stockholder does hereby appoint Parent with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of the Stockholder’s rights with respect to the Shares, to vote, each of such Shares solely with respect to the matters set forth in Section 1 hereof at any meeting of the stockholders of the Company occurring during the term of this Agreement or any adjournment or postponement thereof. THE STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE AND COUPLED WITH AN INTEREST HEREUNDER UNTIL THE TERMINATION DATE AND SUCH PROXY SHALL NOT BE TERMINATED BY OPERATION OF ANY LAW OR UPON THE OCCURRENCE OF ANY OTHER EVENT OTHER THAN THE TERMINATION OF THIS AGREEMENT OR OCCURRENCE OF THE TERMINATION DATE, IN EACH CASE PURSUANT TO SECTION 2 ABOVE, AND THE STOCKHOLDER HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE STOCKHOLDER WITH RESPECT TO THE SHARES AND, EXCEPT AS SET FORTH IN THIS SECTION OR IN SECTION 12 HEREOF, IS INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 212 OF THE DGCL. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Termination Date. The Stockholder hereby revokes any proxies previously granted, agrees to cause to be revoked any proxies that such Stockholder has heretofore granted with respect to the Shares and represents that none of such previously-granted proxies are irrevocable. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 7 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement. If during the term of this Agreement for any reason the proxy granted herein is not irrevocable, then Stockholder agrees that it shall vote its Shares in accordance with this Section 7 as instructed by Parent in writing. The parties agree that the foregoing shall be a voting agreement created under Section 218 of the DGCL.

Irrevocable Proxy Coupled with an Interest. Subject to the second to last sentence of this Section 7, for so long and, except as otherwise set forth herein, without in any way limiting such Stockholder’s right to vote such Stockholder’s Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval, by execution of this Agreement has not been validly terminated in accordance with its termsAgreement, the each Stockholder does hereby appoint Parent with full power of substitution and resubstitutionre-substitution, as the such Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of the such Stockholder’s rights with respect to the such Stockholder’s Shares, to vote, vote each of such Shares solely with respect to the matters set forth in Section 1 hereof at any meeting of the stockholders of the Company occurring during the term of this Agreement or any adjournment or postponement thereof. THE EACH STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE AND COUPLED WITH AN INTEREST HEREUNDER UNTIL THE TERMINATION DATE EXPIRATION DATE, AND SUCH PROXY SHALL NOT BE TERMINATED BY OPERATION OF ANY LAW OR UPON THE OCCURRENCE OF ANY OTHER EVENT OTHER THAN THE TERMINATION OF THIS AGREEMENT OR OCCURRENCE OF THE TERMINATION EXPIRATION DATE, IN EACH CASE PURSUANT TO SECTION 2 ABOVE, AND THE SUCH STOCKHOLDER HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SUCH STOCKHOLDER WITH RESPECT TO THE SHARES ANDSUCH STOCKHOLDER’S SHARES, EXCEPT AS SET FORTH IN THIS SECTION OR IN SECTION 12 HEREOF, IS INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS AND REPRESENTS THAT NONE OF SECTION 212 OF THE DGCLSUCH PREVIOUSLY-GRANTED PROXIES ARE IRREVOCABLE. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Termination Expiration Date. The Stockholder hereby revokes any proxies previously granted, agrees to cause to be revoked any proxies that such Stockholder has heretofore granted with respect to the Shares and represents that none of such previously-granted proxies are irrevocable. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 7 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement. If during the term of this Agreement for any reason the proxy granted herein is not irrevocable, then Stockholder agrees that it shall vote its Shares in accordance with this Section 7 as instructed by Parent in writing. The parties agree that the foregoing shall be a voting agreement created under Section 218 of the DGCL.

Irrevocable Proxy Coupled with an Interest. Subject to the second to last sentence of this Section 7, for so long as by execution of this Agreement has not been validly terminated in accordance with its termsAgreement, the Stockholder does hereby appoint Parent with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of the Stockholder’s rights with respect to the Shares, to vote, each of such Shares solely with respect to the matters set forth in Section 1 hereof at any meeting of the stockholders of the Company occurring during the term of this Agreement or any adjournment or postponement thereof. THE STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE AND COUPLED WITH AN INTEREST HEREUNDER UNTIL THE TERMINATION EXPIRATION DATE AND SUCH PROXY SHALL NOT BE TERMINATED BY OPERATION OF ANY LAW OR UPON THE OCCURRENCE OF ANY OTHER EVENT OTHER THAN THE TERMINATION OF THIS AGREEMENT OR OCCURRENCE OF THE TERMINATION EXPIRATION DATE, IN EACH CASE PURSUANT TO SECTION 2 ABOVE, AND THE STOCKHOLDER HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE STOCKHOLDER WITH RESPECT TO THE SHARES AND, EXCEPT AS SET FORTH IN THIS SECTION OR IN SECTION 12 HEREOF, IS INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 212 OF THE DGCLSHARES. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Termination Expiration Date. The Stockholder hereby revokes any proxies previously granted, agrees to cause to be revoked any proxies that such Stockholder has heretofore granted with respect to the Shares and represents that none of such previously-granted proxies are irrevocable. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 7 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement. If during the term of this Agreement for any reason the proxy granted herein is not irrevocable, then Stockholder agrees that it shall vote its Shares in accordance with this Section 7 as instructed by Parent in writing. The parties agree that the foregoing shall be a voting agreement created under Section 218 of the DGCL.

Irrevocable Proxy Coupled with an Interest. Subject (a) In order to effect the second to last sentence of this Section 7foregoing voting arrangement, for so long each Stockholder hereby irrevocably designates and appoints the then current Proxy as this Agreement has not been validly terminated in accordance with its termssuch Stockholder’s sole and exclusive attorney-in-fact and proxy, the Stockholder does hereby appoint Parent with full power of substitution and resubstitutionre-substitution, as the for and in such Stockholder’s true name, to vote and lawful attorney and irrevocable proxy, exercise all voting rights (to the fullest extent of the Stockholder’s rights such Stockholder is entitled to do so) with respect to the Shares, to vote, each of such Voting Shares solely with respect in the manner and to the matters set forth in Section 1 hereof effect determined by the Proxy, whether at any meeting of the stockholders of the Company occurring during (including any adjournment(s), postponement(s) or continuation(s) thereof) and in any other circumstances upon which the term vote, consent (including a written consent in lieu of this Agreement a meeting), or any adjournment or postponement thereofother approval of the stockholders of the Company is sought. THE STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE AND COUPLED WITH AN INTEREST HEREUNDER UNTIL THE TERMINATION DATE AND SUCH PROXY SHALL NOT BE TERMINATED BY OPERATION OF ANY LAW OR UPON THE OCCURRENCE OF ANY OTHER EVENT OTHER THAN THE TERMINATION OF THIS AGREEMENT OR OCCURRENCE OF THE TERMINATION DATE, IN EACH CASE PURSUANT TO SECTION 2 ABOVE, AND THE STOCKHOLDER HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE STOCKHOLDER WITH RESPECT TO THE SHARES AND, EXCEPT AS SET FORTH IN THIS SECTION OR IN SECTION 12 HEREOF, IS INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 212 OF THE DGCL. Notwithstanding anything contained herein to the contrary, this The irrevocable proxy and power of attorney granted by each Stockholder pursuant to this Section 4 shall automatically terminate upon on the Termination Date. The Stockholder hereby revokes any proxies previously granted, agrees earliest to cause to be revoked any proxies occur of (i) such time that such Stockholder has heretofore no longer owns the Voting Shares, (ii) the sale of all or substantially all of the assets of the Company or the consolidation or merger of the Company with or into any other business entity pursuant to which stockholders of the Company prior to such consolidation or merger hold less than 50% of the voting equity of the surviving or resulting entity, (iii) the liquidation, dissolution or winding up of the business operations of the Company, and (iv) the filing or consent to filing of any bankruptcy, insolvency or reorganization case or proceeding involving the Company or otherwise seeking any relief under any laws relating to relief from debts or protection of debtors generally (the “Expiration Date”). (b) The irrevocable proxy and power of attorney granted with respect by each Stockholder pursuant to this Section 4 is: (i) intended to be and shall be irrevocable to the Shares full extent permitted by the Delaware General Corporation Law, (ii) coupled with an interest sufficient in law to support an irrevocable power, and represents that none of such previously-(iii) granted proxies are irrevocable. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 7 is given in connection with the execution consideration of the Merger AgreementCompany issuing the Shares to the Stockholders, entering into this Voting Agreement and that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement. If during the term of this Agreement for any reason the proxy granted herein is not irrevocable, then Stockholder agrees that it shall vote its Shares in accordance with this Section 7 as instructed by Parent in writing. The parties agree that the foregoing shall be a voting agreement created under Section 218 of the DGCLincurring certain related fees and expenses.