Common use of Irrevocable Proxy Clause in Contracts

Irrevocable Proxy. Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuser, and any individual designated in writing by Weyerhaeuser, and each of them individually, as Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Stockholder, to vote the Subject Shares, or grant a consent or approval in respect of the Subject Shares, in a manner consistent with Section 3.01. Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon Stockholder’s execution and delivery of this Agreement. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 is given in connection with the execution of the Transaction Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by Stockholder, upon any termination of this Agreement pursuant to Section 4.10.

Irrevocable Proxy. The Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuser, Crown and any individual designated in writing by Weyerhaeuserdesignee of Crown, and each of them individually, as the Stockholder’s proxy and attorney-in-fact (with full power of substitutionsubstitution and resubstitution), for and in the name, place and stead of the Stockholder, to vote the Subject SharesShares of the Stockholder, or grant a consent or approval in respect of the Subject Shares, Shares of the Stockholder in a manner consistent with this Section 3.013. The Stockholder understands and acknowledges that Weyerhaeuser Crown is entering into the Transaction Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 3(a) is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Stockholder shallNotwithstanding anything to the contrary herein, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding granted hereunder shall automatically terminate upon the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by Stockholder, upon any termination of this Agreement pursuant to Section 4.10Agreement.

Irrevocable Proxy. Stockholder The Shareholder hereby irrevocably grants to, and appoints, Weyerhaeuserthe Company, and any individual designated in writing by Weyerhaeuserthe Company, and each of them individually, as Stockholderthe Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Stockholderthe Shareholder, to vote the its Subject Shares, or grant a consent or approval in respect of the its Subject Shares, in a manner consistent with Section 3.013.01 if the Shareholder has not voted such Subject Shares in a manner consistent with Section 3.01 at least five (5) Business Days prior to the applicable voting deadline. Stockholder The Shareholder understands and acknowledges that Weyerhaeuser is FSI and the Company are entering into the Transaction Merger Agreement in reliance upon Stockholderthe Shareholder’s execution and delivery of this Agreement. Stockholder The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Stockholder the Shareholder under this Agreement. Stockholder The Shareholder hereby further affirms that the irrevocable proxy set forth in this Section 3.02 is coupled with an interest and may under no circumstances be revoked. Stockholder The Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this applicable Laws governing irrevocable proxy set forth in this Section 3.02proxies. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by Stockholderthe Shareholder, upon any termination of this Agreement pursuant to Section 4.104.11.

Irrevocable Proxy. Stockholder Such Limited Partner hereby irrevocably grants to, and appoints, WeyerhaeuserAbraxas, and any individual designated in writing by WeyerhaeuserAbraxas, and each of them individually, as Stockholdersuch Limited Partner’s proxy and attorney-in-fact (with full power of substitutionsubstitution and resubstitution), for and in the name, place and stead of Stockholderthe Limited Partner, to vote the Subject SharesUnits, or grant a consent or approval in respect of the Subject Shares, Units in a manner consistent with this Section 3.011.1. Stockholder Such Limited Partner understands and acknowledges that Weyerhaeuser Abraxas is entering into this Agreement and the Transaction Merger Agreement in reliance upon Stockholdersuch Limited Partner’s execution and delivery of this Agreement. Stockholder Such Limited Partner hereby affirms that the irrevocable proxy set forth in this Section 3.02 1.1 is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Stockholder such Limited Partner under this Agreement. Stockholder Such Limited Partner hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Stockholder Such Limited Partner hereby ratifies and confirms all that such irrevocable the proxy and attorney-in-fact may lawfully do or cause to be done by virtue hereofthe matters set forth in this irrevocable proxy. Such irrevocable proxy is executed and intended to be irrevocable. The irrevocable in accordance with proxy granted hereunder shall automatically terminate upon the provisions termination of Section 212(e) this Agreement. Upon delivery of the DGCL. Stockholder shall, upon written request to do so by WeyerhaeuserAbraxas, each such Limited Partner shall as promptly as practicable execute and deliver to Weyerhaeuser Abraxas a separate written instrument or proxy that embodies the terms of this the irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by Stockholder, upon any termination of this Agreement pursuant to Section 4.101.1.

Irrevocable Proxy. The Stockholder hereby irrevocably grants to, and appoints, Weyerhaeusereach officer of Xxxxxx, and any other individual designated in writing by WeyerhaeuserXxxxxx, and each of them individually, as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the its Subject Shares, or grant a consent or approval in respect of the its Subject Shares, in a manner consistent with Section 3.01, and subject to the limitations described in Section 3.01(b), if and only if the Stockholder has not voted or caused to be voted such Subject Shares in a manner consistent with Section 3.01 at least five (5) Business Days prior to the applicable voting deadline. The Stockholder understands and acknowledges that Weyerhaeuser Xxxxxx is entering into the Transaction Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy set forth in this Section 3.02 is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) 78.355 of the DGCL. Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02Nevada Corporate Law. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by the Stockholder, upon any termination of this Agreement pursuant to Section 4.104.11.

Irrevocable Proxy. Each Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuserthe Company, and any individual designated in writing by Weyerhaeuserthe Company, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the its Subject Shares, or grant a consent or approval in respect of the its Subject Shares, in a manner consistent with Section 3.013.01 if such Stockholder has not voted such Subject Shares in a manner consistent with Section 3.01 at least five (5) Business Days prior to the applicable voting deadline. Each Stockholder understands and acknowledges that Weyerhaeuser the Company is entering into the Transaction Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy set forth in this Section 3.02 is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.104.11.

Irrevocable Proxy. The Stockholder hereby irrevocably grants to, and appoints, WeyerhaeuserParent, and any individual designated in writing by WeyerhaeuserParent, and each of them individually, as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares, or grant a consent or approval in respect of the Subject Shares, Shares in a manner consistent with this Section 3.013(b). The Stockholder understands and acknowledges that Weyerhaeuser Parent is entering into the Transaction Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 3(b) is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Stockholder shall, The irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement. Upon delivery of written request to do so by WeyerhaeuserParent, each such Stockholder shall as promptly as practicable execute and deliver to Weyerhaeuser Parent a separate written instrument or proxy that embodies the terms of this the irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by Stockholder, upon any termination of this Agreement pursuant to Section 4.103(b).

Irrevocable Proxy. Stockholder hereby irrevocably grants to, and appoints, WeyerhaeuserParent, and any individual designated in writing by WeyerhaeuserParent, and each of them individually, as Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Stockholder, to vote the Subject Shares, or grant a consent or approval in respect of the Subject Shares, Shares in a manner consistent with this Section 3.014. Stockholder understands and acknowledges that Weyerhaeuser Parent is entering into the Transaction Merger Agreement in reliance upon Stockholder’s execution and delivery of this Agreement. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 4.2 is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revokedrevoked except as specifically provided for herein. Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of Delaware Law. The irrevocable proxy granted hereunder shall automatically terminate upon the DGCLtermination of this Agreement. Upon the request of Parent, Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable practicable, execute and deliver to Weyerhaeuser Parent a separate written instrument or proxy in form and substance reasonably satisfactory to Parent that embodies the terms of this the irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by Stockholder, upon any termination of this Agreement pursuant to Section 4.104.2.

Irrevocable Proxy. The Stockholder hereby irrevocably grants to, and appoints, WeyerhaeuserSumitomo, and any individual designated in writing by WeyerhaeuserSumitomo, and each of them individually, as the Stockholder’s proxy and attorney-in-fact attorney−in−fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares, or grant a consent or approval in respect Shares of the Subject Shares, Stockholder in a the manner consistent with contemplated by Section 3.014.01. The Stockholder understands and acknowledges that Weyerhaeuser Sumitomo is entering into the Transaction Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 4.02 is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. The Stockholder shall, upon written request by WeyerhaeuserSumitomo, as promptly as practicable execute and deliver deliver, or cause to Weyerhaeuser be executed and delivered, to Sumitomo a separate written instrument or proxy that embodies the terms of this the irrevocable proxy set forth in this Section 3.024.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by the Stockholder, upon any termination of this Agreement pursuant to Section 4.105.09.

Irrevocable Proxy. The Stockholder hereby irrevocably grants to, and appoints, WeyerhaeuserParent, and any individual designated in writing by WeyerhaeuserParent, and each of them individually, as the Stockholder’s proxy and attorney-in-fact (with full power of substitutionsubstitution and resubstitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares, or grant a consent or approval in respect of the Subject Shares, Shares in a manner consistent with this Section 3.013(b). The Stockholder understands and acknowledges that Weyerhaeuser Parent is entering into the Transaction Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 3(b) is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable the proxy and attorney-in-fact may lawfully do or cause to be done by virtue hereofthe matters set forth in this irrevocable proxy. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Stockholder shall, The irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement. Upon delivery of written request to do so by WeyerhaeuserParent, each such Stockholder shall as promptly as practicable execute and deliver to Weyerhaeuser Parent a separate written instrument or proxy that embodies the terms of this the irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by Stockholder, upon any termination of this Agreement pursuant to Section 4.103(b).

Irrevocable Proxy. Subject to the last sentence of Section 1.1 above, prior to the Termination Date, solely in the event of a failure by the Stockholder to act in accordance with Stockholder’s obligations as to voting pursuant to Section 1.1 no later than the third Business Day prior to any meeting at which stockholders of Parent will consider and vote on any of the matters described in Section 1.1, the Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuserthe Company, and any individual designated in writing by Weyerhaeuserthe Company, and each of them individually, as the Stockholder’s proxy and attorney-in-fact (with full power of substitutionsubstitution and including for purposes of Section 212 of the Delaware General Corporation Law, as amended), for and in the name, place and stead of the Stockholder, to vote the Subject Shares, or grant a consent or approval in respect of the Subject Shares, in a manner consistent with Section 3.01this Agreement. The Stockholder understands and acknowledges that Weyerhaeuser the Company is entering into the Transaction Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 1.8 is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may be revoked only under no the circumstances be revokedset forth in the last sentence of this Section 1.8. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCLapplicable Law. The Stockholder shall, upon written request by Weyerhaeuserthe Company, as promptly as practicable execute and deliver to Weyerhaeuser the Company a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by Stockholder, upon any termination of this Agreement pursuant to Section 4.10.this

Irrevocable Proxy. Subject to the last sentence of Section 1.1 above, prior to the Termination Date, solely in the event of a failure by the Stockholder to act in accordance with Stockholder’s obligations at to voting pursuant to Section 1.1 no later than the third Business Day prior to any meeting at which stockholders of Parent will consider and vote on any of the matters described in Section 1.1, the Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuserthe Company, and any individual designated in writing by Weyerhaeuserthe Company, and each of them individually, as the Stockholder’s proxy and attorney-in-fact (with full power of substitutionsubstitution and including for purposes of Section 212 of the Delaware General Corporation Law, as amended), for and in the name, place and stead of the Stockholder, to vote the Subject Shares, or grant a consent or approval in respect of the Subject Shares, in a manner consistent with Section 3.01this Agreement. The Stockholder understands and acknowledges that Weyerhaeuser the Company is entering into the Transaction Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 1.8 is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may be revoked only under no the circumstances be revokedset forth in the last sentence of this Section 1.8. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCLapplicable Law. The Stockholder shall, upon written request by Weyerhaeuserthe Company, as promptly as practicable execute and deliver to Weyerhaeuser the Company a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by Stockholder, upon any termination of this Agreement pursuant to Section 4.10.this

Irrevocable Proxy. The Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuserthe Company, and any individual designated in writing by Weyerhaeuserthe Company, and each of them individually, as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares, or grant a consent or approval in respect of the Subject Shares, Shares in a manner consistent with this Section 3.013(a). The Stockholder understands and acknowledges that Weyerhaeuser the Company is entering into the Transaction Settlement Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 3(a)(4) is given in connection with the execution of the Transaction Settlement Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Stockholder shall, The irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement. Upon delivery of written request to do so by Weyerhaeuserthe Company, such Stockholder shall as promptly as practicable execute and deliver to Weyerhaeuser the Company a separate written instrument or proxy that embodies the terms of this the irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by Stockholder, upon any termination of this Agreement pursuant to Section 4.103(a)(4).

Irrevocable Proxy. Such Stockholder hereby irrevocably grants to, and appoints, WeyerhaeuserParent, and any individual designated in writing by WeyerhaeuserParent, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the his, her or its Subject Shares, or grant a consent or approval in respect of the such Subject Shares, Shares in a manner consistent with this Section 3.013(a). Such Stockholder understands and acknowledges that Weyerhaeuser Parent is entering into and causing Merger Sub to enter into the Transaction Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 3(a)(4) is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Stockholder shall, The irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement. Upon delivery of written request to do so by WeyerhaeuserParent, such Stockholder shall as promptly as practicable execute and deliver to Weyerhaeuser Parent a separate written instrument or proxy that embodies the terms of this the irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by Stockholder, upon any termination of this Agreement pursuant to Section 4.103(a)(4).

Irrevocable Proxy. Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuser, Parent and any individual designated in writing by Weyerhaeuserdesignee thereof, and each of them individually, as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject SharesShares in accordance with Section 2(a), in connection with any meeting of the stockholders of the Company or grant any action by written consent in lieu of a consent or approval meeting of stockholders of the Company. Stockholder represents that any proxies heretofore given in respect of the Subject Shares, in a manner consistent with Section 3.01. Stockholder understands if any, are revocable, and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon Stockholder’s execution and delivery of this Agreementhereby revokes any such proxies. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 2(b) is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. Stockholder hereby further affirms that EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THIS LIMITED PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY. Each of the irrevocable proxy is coupled with an proxy, Parent’s interest and may under no circumstances be revoked. Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with Parent’s appointment as Stockholder’s attorney-in-fact shall automatically terminate upon the provisions of Section 212(e) of the DGCL. Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by Stockholder, upon any termination of this Agreement pursuant to Section 4.106(b).

Irrevocable Proxy. The Stockholder hereby irrevocably grants to, and appoints, WeyerhaeuserParent, and any individual designated in writing by WeyerhaeuserParent, and each of them individually, as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares, or grant a consent or approval in respect of the Subject Shares, Shares in a manner consistent with this Section 3.013(a). The Stockholder understands and acknowledges that Weyerhaeuser Parent is entering into and causing Sub to enter into the Transaction Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 3(a)(4) is given in connection with the execution of the Transaction Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Stockholder shall, The irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement. Upon delivery of written request to do so by WeyerhaeuserParent, such Stockholder shall as promptly as practicable execute and deliver to Weyerhaeuser Parent a separate written instrument or proxy that embodies the terms of this the irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by Stockholder, upon any termination of this Agreement pursuant to Section 4.103(a)(4).