Common use of Irrevocable Proxy Clause in Contracts

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by law, with respect to the Shares.

Irrevocable Proxy. Concurrently Contemporaneously with the execution of ----------------- this Agreement, the Stockholder : (i) Shareholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”)A, which shall be irrevocable to the fullest extent permissible permitted by lawlaw (the "Proxy"), with respect to the Sharesall Shares owned of record by ----- Shareholder; and (ii) Shareholder shall cause to be delivered to Parent additional Proxies executed on behalf of each record owner of any Shares owned beneficially (but not owned of record) by Shareholder.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall Shareholder agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A I (the “Proxy”), which shall be irrevocable to the fullest extent permissible by lawirrevocable, with respect to the Shares, subject to the other terms of this Agreement.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent Buyer a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by law, with respect to the Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a an irrevocable proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible permitted by applicable law, with respect to the covering all Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder Shareholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by law, with respect to the Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the ----------------- Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”"PROXY"), which shall be irrevocable to the fullest extent permissible by lawirrevocable, with respect to the Sharestotal number of shares of capital stock of Parent beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by Stockholder set forth therein.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder Interest Holder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable until following the Expiration Date to the fullest extent permissible by law, with respect to all the SharesEquity Interests.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”)) with respect to the Subject Shares, which shall be irrevocable to the fullest extent permissible by law, with respect to the Shares.

Irrevocable Proxy. Concurrently Contemporaneously with the execution of this ----------------- Agreement, the Stockholder : (i) Shareholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”)A, which shall be irrevocable to the fullest extent permissible permitted by lawlaw (the "Proxy"), with respect to the Sharesall Shares owned of record by Shareholder; ----- and (ii) Shareholder shall cause to be delivered to Parent additional Proxies executed on behalf of each record owner of any Shares owned beneficially (but not owned of record) by Shareholder.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent Buyer a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by lawirrevocable, with respect to the Shares, subject to the other terms of this Agreement.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the ----------------- Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”"PROXY"), which shall be irrevocable to the fullest extent permissible by lawirrevocable, with respect to the Sharestotal number of shares of capital stock of the Company beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by Stockholder set forth therein.

Irrevocable Proxy. Concurrently The Shareholder hereby agrees to deliver to Parent, concurrently with the execution and delivery of this Agreement, the Stockholder shall deliver to Parent a proxy Proxy in the form attached hereto as Exhibit A (the “Proxy”)A, which shall be irrevocable to the fullest extent permissible permitted by applicable law, with respect to the Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall deliver to Parent a Docent an irrevocable proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible permitted by applicable law, with respect to the Shares.

Irrevocable Proxy. Concurrently with the execution of this ----------------- Agreement, the Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A I (the “"Proxy”"), which shall be irrevocable to the fullest extent permissible by lawirrevocable, with respect to the Shares, subject to the other terms of this Agreement.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which is coupled with an interest and shall be irrevocable to the fullest extent permissible permitted by law, with respect to the Sharesshares referred to therein, which Proxy shall remain in effect until the Termination Date.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall deliver to Parent a Click2learn an irrevocable proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible permitted by applicable law, with respect to the Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall deliver to Parent Purchaser a proxy (the “Proxy”) in the form attached hereto as Exhibit A (the “Proxy”), B which shall be irrevocable to the fullest extent permissible by law, with respect to the Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A B (the “Proxy”), which shall be irrevocable to the fullest extent permissible by applicable law, with respect to the Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by law, with respect to the Subject Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A I (the “Proxy”"PROXY"), which shall be irrevocable to the fullest extent permissible by lawset forth therein, with respect to the Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a an irrevocable proxy in the form attached hereto as Exhibit Appendix A (the “Proxy”), which shall be irrevocable to the fullest extent permissible permitted by applicable law, with respect to covering the total number of Shares and New Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent Buyer a proxy in the form attached hereto as Exhibit A (the “"Proxy”"), which shall be irrevocable to the fullest extent permissible by law, with respect to the Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the each Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall will be irrevocable to the fullest extent permissible by lawprovided therein, with respect to the SharesSubject Shares referred to therein.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall Shareholder agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “"Proxy”"), which shall be irrevocable to the fullest extent permissible by lawirrevocable, with respect to the Sharestotal number of shares of capital stock of Company beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by Shareholder set forth therein.

Irrevocable Proxy. Concurrently Contemporaneously with the execution of ----------------- this Agreement, the Stockholder : (i) Shareholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”)A, which shall be irrevocable to the fullest extent permissible permitted by lawlaw (the "Proxy"), with respect to the Sharesall Shares owned of record by Shareholder; and (ii) Shareholder shall cause to be delivered to Parent additional Proxies executed on behalf of each record owner of any Shares owned beneficially (but not owned of record) by Shareholder.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent Buyer a proxy in the form attached hereto as Exhibit Annex A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by law, with respect to the Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A I (the “Proxy”"PROXY"), which shall be irrevocable to the fullest extent permissible by lawirrevocable, with respect to the Shares, subject to the other terms of this Agreement.

Irrevocable Proxy. Concurrently The Shareholder hereby agrees to deliver to Parent, concurrently with the execution and delivery of this Agreement, the Stockholder shall deliver to Parent a proxy Proxy in the form attached hereto as Exhibit A (the “Proxy”)A, which shall be irrevocable to the fullest extent permissible permitted by lawapplicable Law, with respect to the Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the ----------------- Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”"PROXY"), which shall be irrevocable to the fullest extent permissible by lawirrevocable, with respect to the Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by lawirrevocable, with respect to the Shares, subject to the other terms of this Agreement.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the each Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A Annex B (the “Proxy”), which shall be irrevocable to the fullest extent permissible by law, with respect to the Sharesprovided therein.

Irrevocable Proxy. Concurrently Contemporaneously with the execution of this ----------------- Agreement, the Stockholder shall will deliver to Parent a proxy with respect to Shares in the form attached hereto as Exhibit A (the “Proxy”)1, which shall proxy will be irrevocable to the --------- fullest extent permissible permitted by lawapplicable law (the "Proxy"); provided, however, that the Proxy shall be revoked upon termination of this Agreement in accordance with respect to the Sharesits terms.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the each Stockholder shall deliver to Parent and Merger Sub a proxy in the form attached hereto as Exhibit Annex A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by lawApplicable Law, with respect to the all of such Stockholder’s Covered Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall Shareholder agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A 1 (the “Proxy”), which shall be irrevocable to the fullest extent permissible by law, with respect to the Shares, subject to the other terms of this Agreement.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent Company a proxy in the form attached hereto as Exhibit A (the “"Proxy”"), which shall be irrevocable to the fullest extent permissible by lawirrevocable, with respect to the Sharestotal number of shares of capital stock of Parent beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by Stockholder set forth therein.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the ----------------- Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “"Proxy”"), which shall be irrevocable to the fullest extent permissible by lawirrevocable, with respect to the Sharestotal number of shares of capital stock of the Company beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by Stockholder set forth therein.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver and hereby delivers to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be coupled with an interest and, until the Expiration Date, be irrevocable to the fullest extent permissible by applicable law, with respect to the Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by lawapplicable Legal Requirements, with respect to the Shares.

Irrevocable Proxy. Concurrently Contemporaneously with the execution of this Agreement, the Stockholder shall will deliver to Parent a proxy with respect to Stockholder’s Shares in the form attached hereto as Exhibit A 1, which proxy will be irrevocable to the fullest extent permitted by applicable Law (the “Proxy”), which except that the Proxy shall be irrevocable to the fullest extent permissible by law, automatically revoked upon termination of this Agreement in accordance with respect to the Sharesits terms.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall deliver to Parent Zillow a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by law, with respect to the Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by law, with respect to the SharesShares and which is granted in consideration of Parent entering into this Agreement and the Merger Agreement and incurring any related fees and expenses.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A I (the “Proxy”), which shall be irrevocable to the fullest extent permissible by lawirrevocable, with respect to the Shares, subject to the other terms of this Agreement.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by law, with respect to the Common Shares.

Irrevocable Proxy. a. Concurrently with the execution of this Agreement, the Stockholder shall deliver has executed and delivered to Parent a an irrevocable proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by law, with respect to the Subject Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by applicable law, with respect to the Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a an irrevocable proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible permitted by applicable law, with respect to covering the total number of Shares, and shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a proxy the Proxy in the form attached hereto as Exhibit A (the “Proxy”)A, which shall be irrevocable to the fullest extent permissible by applicable law, with respect to the Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder Shareholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”)) with respect to the Subject Shares, which shall be irrevocable to the fullest extent permissible by law, with respect to the Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall Shareholder agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable irrevocable, covering the total number of shares of capital stock of the Company beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by Shareholder and subject to the fullest extent permissible by law, with respect to the SharesProxy set forth therein.

Irrevocable Proxy. Concurrently Contemporaneously with the execution of this Agreement, the Stockholder shall each Shareholder will deliver to Parent a proxy with respect to such Shareholder’s Shares in the form attached hereto as Exhibit A 1, which proxy will be irrevocable to the fullest extent permitted by applicable Law (the “Proxy”), which shall ; except that the Proxy will be irrevocable to the fullest extent permissible by law, automatically revoked upon termination of this Agreement in accordance with respect to the Sharesits terms.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall deliver to Parent Acquiror a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by lawprovided therein, with respect the total number of shares of outstanding capital stock of Xxxxxx beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by Stockholder and subject to the SharesProxy set forth therein.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible permitted by applicable law, with respect to the SharesSecurities.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit EXHIBIT A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by law, with respect to the Shares, subject to the other terms of this Agreement.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall Stockholders agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable irrevocable, prior to the Termination Date and to the fullest extent permissible permitted by lawlaw and except as otherwise set forth therein, with respect to the SharesSubject Securities referred to therein.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to execute and deliver to Parent a proxy proxy, which is coupled with an interest and shall be irrevocable to the fullest extent permitted by law, with respect to the shares referred to therein in the form attached hereto as Exhibit A (the “Proxy”), which Proxy shall remain in full force and effect during the Term and will automatically be irrevocable to revoked upon expiration of the fullest extent permissible by law, with respect to the SharesTerm.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall Shareholder agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A I (the “Proxy”), which shall be irrevocable (to the fullest extent permissible permitted by law), with respect to the Shares, subject to the other terms of this Agreement.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall ----------------- Shareholder agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “"Proxy”)") with respect to the Shares and New Shares, which which, subject to Section 7 hereof, shall be irrevocable to the fullest extent permissible permitted by applicable law, with respect to the Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent the Company or Parent, as the case may be, a proxy in the form attached hereto as Exhibit A or Exhibit B, respectively (the “Proxy”), which shall be irrevocable to the fullest extent permissible by lawirrevocable, with respect to the Shares, subject to the other terms of this Agreement.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver and delivers to Parent and Merger Sub a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be coupled with an interest and, until the Expiration Time, be irrevocable to the fullest extent permissible by applicable law, with respect to the Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall deliver has executed and delivered to Parent a an irrevocable proxy in the form attached hereto as Exhibit EXHIBIT A (the “"Proxy”"), which shall be irrevocable to the fullest extent permissible by law, with respect to the Subject Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by lawapplicable Law, with respect to the SharesShares during the term of this Agreement.

Irrevocable Proxy. Concurrently The Stockholder hereby agrees to deliver to Parent, concurrently with the execution and delivery of this Agreement, the Stockholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the “"Proxy”"), which shall be irrevocable to the fullest extent permissible permitted by applicable law, with respect to the Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall deliver each Significant Shareholder has delivered to Parent a proxy in the form attached hereto as Exhibit A D hereto (the “"Proxy”"), which such Significant Shareholder agrees shall be irrevocable to the fullest extent permissible by law, with respect to the Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A B (the “"Proxy”"), which shall be irrevocable to the fullest extent permissible by applicable law, with respect to the Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by lawprovided in Section 212 of the Delaware General Corporation Law, with respect to the Sharesshares referred to therein.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall ----------------- Shareholder agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “"Proxy”"), which shall be irrevocable irrevocable, covering the total number --------- of shares of capital stock of the Company beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by Shareholder and subject to the fullest extent permissible by law, with respect to the SharesProxy set forth therein.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder Shareholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by law, with respect to the Shares.

Irrevocable Proxy. Concurrently The Stockholder hereby agrees to deliver to ----------------- Parent, concurrently with the execution and delivery of this Agreement, the Stockholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the “"Proxy”"), which shall be --------- ----- irrevocable to the fullest extent permissible permitted by applicable law, with respect to the Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall Shareholder agrees to deliver to Parent a an irrevocable proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible permitted by applicable law, with respect to covering the total number of Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent Concentric a proxy in the form attached hereto as Exhibit A (the “"Proxy”"), which shall be irrevocable to the fullest extent permissible by law, with respect to the Concentric Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder each Shareholder shall deliver to Parent and Merger Sub a proxy in the form attached hereto as Exhibit Annex A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by lawapplicable Law, with respect to the all of such Shareholder’s Covered Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A I (the “"Proxy”"), which shall be irrevocable to the fullest extent permissible by lawset forth therein, with respect to the Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder Investment Adviser shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by law, with respect to the SharesShares during the Term.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall ----------------- Shareholder agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “"Proxy”"), which shall be irrevocable irrevocable, with the total number of --------- shares of capital stock of the Company beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by Shareholder and subject to the fullest extent permissible by law, with respect to the SharesProxy set forth therein.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a proxy an irrevocable proxy, coupled with an interest, in the form attached hereto as Exhibit Appendix A (the “Proxy”), which shall be irrevocable to the fullest extent permissible permitted by applicable law, with respect to covering the Sharestotal number of Shares and New Shares of capital stock of the Company Beneficially Owned by Stockholder as set forth therein.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall ----------------- stockholder agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “"Proxy”"), which shall be irrevocable to the fullest extent permissible by lawirrevocable, with respect to the Sharestotal number of ----- shares of capital stock of the Company beneficially owned by Stockholder set forth therein.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall deliver has delivered to Parent a an irrevocable proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible permitted by applicable law, with respect to covering the SharesShares and New Shares as set forth therein.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable irrevocable, prior to the Termination Date and to the fullest extent permissible permitted by lawlaw and except as otherwise set forth therein, with respect to the SharesSubject Securities referred to therein.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall Shareholder agrees to deliver to Parent a an irrevocable proxy in the form attached hereto as Exhibit Appendix A (the “Proxy”), which shall be irrevocable to the fullest extent permissible permitted by applicable law, with respect to covering the total number of Shares and New Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the ----------------- Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “"Proxy”"), which shall be irrevocable irrevocable, with the total number of --------- shares of capital stock of the Company beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by Stockholder and subject to the fullest extent permissible by law, with respect to the SharesProxy set forth therein.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “"Proxy”"), which shall be irrevocable to the fullest extent permissible by lawprovided in Section 212 of the Delaware General Corporation Law, with respect to the Sharesshares referred to therein.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall Representative agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by applicable law, with respect to the Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by law, with respect to the Shares.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall ----------------- Shareholder agrees to deliver to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”"PROXY"), which shall be irrevocable to the fullest extent permissible by lawirrevocable, with respect to the Sharestotal number of shares of capital stock of the Company beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by Shareholder set forth therein.

Irrevocable Proxy. Concurrently with the execution of this Agreement, the Stockholder shall agrees to deliver and hereby delivers to Parent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be coupled with an interest and, until the Expiration Date, irrevocable to the fullest extent permissible by applicable law, with respect to the Subject Shares.