Common use of Nature of Irrevocable Proxy Clause in Contracts

Nature of Irrevocable Proxy. The proxy and power of attorney granted pursuant to Section 2.3 to the Parent by Shareholder shall (a) be irrevocable during the term of this Agreement, (b) be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, (c) revoke any and all prior proxies and powers of attorney granted by Shareholder with respect to the Subject Shares and (d) not give any subsequent proxy or power of attorney with respect to the Subject Shares, other than a proxy solicited by the Proxy Statement to the extent necessary to permit Shareholder to comply with Section 2.1. The power of attorney granted by Shareholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of Shareholder and shall be binding upon the heirs, personal representatives, successors or assigns of Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. It is agreed that Parent and any designee of Parent shall use the irrevocable proxy granted hereby only in accordance with applicable Law. For the avoidance of doubt, the vote of Parent or any designee of Parent shall control in any conflict between the vote by Parent or any designee of Parent of the Subject Shares and any other vote by Shareholder of the Subject Shares.

Nature of Irrevocable Proxy. The proxy and power of attorney granted pursuant to Section 2.3 to the Parent Company by Shareholder each Stockholder shall (a) be irrevocable during the term of this Agreement, (b) be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, (c) revoke any and all prior proxies and powers of attorney granted by Shareholder each Stockholder with respect to the Subject Shares and (d) not give any subsequent proxy or power of attorney with respect to the Subject Shares, other than a proxy solicited by the Proxy Statement to the extent necessary to permit Shareholder each Stockholder to comply with Section 2.1. The power of attorney granted by Shareholder each Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of Shareholder each Stockholder and shall be binding upon the heirs, personal representatives, successors or assigns of Shareholdereach Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. It is agreed that Parent the Company and any designee of Parent the Company shall use the irrevocable proxy granted hereby only in accordance with applicable Law. For the avoidance of doubt, the vote of Parent the Company or any designee of Parent the Company shall control in any conflict between the vote by Parent the Company or any designee of Parent the Company of the Subject Shares and any other vote by Shareholder Stockholder of the Subject Shares.

Nature of Irrevocable Proxy. The proxy and power of attorney granted pursuant to Section 2.3 to the Parent by Shareholder shall (a) be irrevocable during the term of this Agreement, (b) be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, (c) revoke any and all prior proxies and powers of attorney granted by Shareholder with respect to the Subject Shares and (d) not give any subsequent proxy or power of attorney with respect to the Subject Shares, other than a proxy solicited proxysolicited by the Proxy Statement to the extent necessary to permit Shareholder to comply with Section 2.1. The power of attorney granted by Shareholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of Shareholder and shall be binding upon the heirs, personal representatives, successors or assigns of Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. It is agreed that Parent and any designee of Parent shall use the irrevocable proxy granted hereby only in accordance with applicable Law. For the avoidance of doubt, the vote of Parent or any designee of Parent shall control in any conflict between the vote by Parent or any designee of designeeof Parent of the Subject Shares and any other vote by Shareholder of the Subject Shares.