Common use of Proxy and Escrow of Company Stock Clause in Contracts

Proxy and Escrow of Company Stock. (a) In the event that the Company (or its designee) does not exercise its rights under Section 7.1 to purchase all shares of Company Stock held by a Management Stockholder, the Company may, at its option, require such Management Stockholder to execute and deliver to the Secretary irrevocable proxies (which proxies shall be deemed to be coupled with an interest and which shall terminate upon an IPO Event) in such form and as the Company may from time to time prescribe, in favor of such person as the Board may from time to time prescribe, entitling such person to vote such shares, if at all, on matters in direct proportion to the affirmative and negative votes and abstentions of all other voting securities then outstanding.

Proxy and Escrow of Company Stock. (a) In the event that the Company (or its designee) Purchaser does not exercise its rights under Section 7.1 6.1 to purchase all shares of Company Stock held by a Terminated Management Stockholder, the Company may, at its option, require such Terminated Management Stockholder to execute and deliver to the Secretary of the Company irrevocable proxies (which proxies shall be deemed to be coupled with an interest and which shall terminate upon an IPO Event) in such form and as the Company may from time to time prescribe, in favor of such person as the Board may from time to time prescribe, entitling such person to vote such shares, if at all, on matters in direct proportion to the affirmative and negative votes and abstentions of all other voting securities then outstanding.

Proxy and Escrow of Company Stock. (a) In the event that the Company (or its designee) does not exercise its rights under Section 7.1 to purchase all shares of Company Stock held by a Management Stockholderan Employee Shareholder, the Company may, at its option, require such Management Stockholder Employee Shareholder to execute and deliver to the Secretary irrevocable proxies (which proxies shall be deemed to be coupled with an interest and which shall terminate upon an IPO Event) in such form and as the Company may from time to time prescribe, in favor of such person as the Board may from time to time prescribe, entitling such person to vote such shares, if at all, on matters in direct proportion to the affirmative and negative votes and abstentions of all other voting securities then outstanding.