Common use of Irrevocable Proxy Coupled with Interest Clause in Contracts

Irrevocable Proxy Coupled with Interest. (a) SpinCo hereby irrevocably designates and appoints (and shall cause any member of the Stockholder Group that holds Voting Securities to designate and appoint) the Company Board as the Stockholder Group’s sole and exclusive attorney-in-fact and proxy, with full power of substitution and re-substitution, for and in the relevant stockholder’s name, to (i) attend all meetings of stockholders of the Company (including any postponements or adjournments thereof) and to vote and exercise all voting and related rights (to the fullest extent the stockholder is entitled to do so) or (ii) vote through the execution of written consents in lieu of any annual or special meeting of the stockholders of the Company, in each case with respect to any and all of the Voting Securities owned by the Stockholder Group with respect to the matters set forth in Section 2.2 that are entitled to be voted at such meetings or on such matter by written consent, as applicable. (b) The irrevocable proxy and power of attorney granted pursuant to this Section 2.4 is intended to be and shall be irrevocable to the full extent permitted by the Maryland General Corporation Law and is coupled with an interest sufficient in law to support an irrevocable power. (c) For the avoidance of doubt, the irrevocable proxy provided in this Section 2.4 shall remain in effect until the end of the Restrictive Period.

Irrevocable Proxy Coupled with Interest. (a) SpinCo The Stockholder hereby irrevocably designates and appoints (and shall cause any member of the Stockholder Group that holds Voting Securities to designate and appoint) the Company Board as the Stockholder GroupStockholder’s sole and exclusive attorney-in-fact and proxy, with full power of substitution and re-substitution, for and in the relevant stockholderStockholder’s name, to (i) attend all meetings of stockholders of the Company (including any postponements or adjournments thereof) and to vote and exercise all voting and related rights (to the fullest extent the stockholder Stockholder is entitled to do so) or (ii) vote through with respect to the execution Excess Voting Securities in the same manner and proportion as the votes cast by the holders of written consents in lieu of Voting Securities other than the Stockholder, on any annual or special meeting of matter coming before the stockholders of the Company, in each case with respect Company for a vote from time to any and all of the Voting Securities owned by the Stockholder Group with respect to the matters set forth in Section 2.2 that are entitled to be voted time (whether at such meetings a meeting or on such matter by written consent, as applicable). (b) The irrevocable proxy and power of attorney granted by the Stockholder pursuant to this Section 2.4 4.2 is intended to be and shall be irrevocable to the full extent permitted by the Maryland General Corporation Law and is coupled with an interest sufficient in law to support an irrevocable power. (c) For the avoidance of doubt, the Transfer of any Voting Securities by the Stockholder pursuant to Section 3.2 hereof shall be subject to such transferee providing its irrevocable proxy to the Company as provided in this Section 2.4 shall remain in effect until the end of the Restrictive Period4.2.