Common use of Nature of Irrevocable Proxy Clause in Contracts

Nature of Irrevocable Proxy. ANY PROXY AND POWER OF ATTORNEY GRANTED PURSUANT TO SECTION 2.2 BY THE STOCKHOLDER SHALL BE IRREVOCABLE DURING THE PROXY TERM, SHALL BE DEEMED TO BE COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND SHALL REVOKE ANY AND ALL PRIOR PROXIES GRANTED BY THE STOCKHOLDER. Any power of attorney granted by the Stockholder pursuant to Section 2.2 shall be a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the Stockholder and any obligation of the Stockholder under this Agreement and shall be binding upon the heirs, personal representatives, successors and assigns of the Stockholder. The Stockholder hereby revokes all other proxies and powers of attorney with respect to all of the Stockholder’s Subject Common Shares that may have heretofore been appointed or granted to the extent that they conflict with the proxy and power of attorney granted herein, and, except as expressly contemplated by this Agreement, no subsequent proxy or power of attorney shall be given (and if given, shall not be effective) by the Stockholder with respect to any annual, special or other meeting of the stockholders of the Company called to vote upon the Merger and/or the Merger Agreement, and at any adjournment or postponement thereof, and in connection with any action of the stockholders of the Company taken by written consent to approve the Merger and approve and adopt the Merger Agreement.

Nature of Irrevocable Proxy. ANY PROXY AND POWER OF ATTORNEY GRANTED PURSUANT TO SECTION 2.2 BY THE ANY STOCKHOLDER SHALL BE IRREVOCABLE DURING THE PROXY TERM, SHALL BE DEEMED TO BE COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND SHALL REVOKE ANY AND ALL PRIOR PROXIES GRANTED BY STOCKHOLDER TO THE STOCKHOLDEREXTENT THAT THEY CONFLICT WITH THE PROXY AND POWER OF ATTORNEY GRANTED HEREIN. Any power of attorney granted by the Stockholder pursuant to Section 2.2 shall be a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the Stockholder and any obligation of the Stockholder under this Agreement and shall be binding upon the heirs, personal representatives, successors and assigns of the Stockholder. The Stockholder hereby revokes all other proxies and powers of attorney with respect to all of the Stockholder’s Subject Common Shares that may have heretofore been appointed or granted to the extent that they conflict with the proxy and power of attorney granted herein, and, except as expressly contemplated by this Agreement, no subsequent proxy or power of attorney shall be given (and if given, shall not be effective) by the Stockholder with respect to any annual, special or other meeting of the stockholders of the Company called to vote upon the Merger and/or the Merger Agreement, and at any adjournment or postponement thereof, and in connection with any action of the stockholders of the Company taken by written consent to approve the Merger and approve and adopt the Merger Agreement.