Common use of Nature of Irrevocable Proxy Clause in Contracts

Nature of Irrevocable Proxy. The proxy and power of attorney granted pursuant to Section 2.2 by each Stockholder shall be irrevocable during the Voting Period, 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 such Stockholder with regard to such Stockholder’s Owned Shares or any New Shares acquired by such Stockholder, and such Stockholder acknowledges that the proxy constitutes an inducement for Parent and Sub to enter into the Merger Agreement. The power of attorney granted by each Stockholder is a durable power of attorney and shall survive the bankruptcy, dissolution, death or incapacity of such Stockholder. The proxy and power of attorney granted hereunder shall terminate only upon the expiration of the Voting Period.

Nature of Irrevocable Proxy. The Until the Expiration Time, the proxy and power of attorney granted pursuant to Section 2.2 4.1 by each Stockholder shall be irrevocable during the Voting Periodirrevocable, 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 such Stockholder with regard to such Stockholder’s Owned Shares Parent Common Stock, including New Parent Common Stock, beneficially owned or any New Shares acquired owned of record by such Stockholder, and such Stockholder acknowledges that the proxy constitutes an inducement for Parent and Sub the Company to enter into the Merger Arrangement Agreement. The power of attorney granted by each Stockholder is a durable power of attorney and shall survive the bankruptcy, dissolution, death or incapacity of such Stockholder. The proxy and power of attorney granted hereunder shall terminate only upon at the expiration of the Voting PeriodExpiration Time.