Common use of Proxy and Power of Attorney Clause in Contracts

Proxy and Power of Attorney. The Stockholder, by this Agreement, does hereby constitute and appoint Xxxx Xxxxxxxx and Xxxxx Xxxxxx, or any nominee thereof, with full power of substitution, during and for the term of this Agreement, as the Stockholder’s true and lawful attorney and proxy for and in the Stockholder’s name, place and stead, to vote all the Shares that the Stockholder beneficially owns at the time of such vote, at any annual, special, postponed or adjourned meeting of the stockholders of the Company or to grant a consent or approval in respect of the Shares in any written consent in lieu of such a meeting (and to appear at each such meeting or otherwise cause all of the Shares to be counted as present thereat for purposes of calculating a quorum) in a manner consistent with the provisions of Section 6 hereof, in each case, in the event that (i) the Stockholder fails to comply with its obligations pursuant to Section 6, (ii) any action is commenced, or any Order is entered, which challenges or impairs the enforceability or validity of the obligations of the Stockholder set forth in Section 6, or (iii) otherwise if Parent deems it necessary or advisable. This proxy and power of attorney is a proxy and power coupled with an interest, and the Stockholder declares that it is irrevocable during and for the term of this Agreement and that such proxy shall be revoked automatically, without any notice or other action by any Person, upon termination of this Agreement in accordance with its terms. This proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212 of the DGCL. For the avoidance of doubt, if for any reason this proxy is not irrevocable, the Stockholder shall vote the Shares in accordance with Section 6. For Shares as to which the Stockholder is the beneficial but not the record owner, the Stockholder shall cause the record owner of any such Shares to grant to Parent and Merger Sub a proxy to the same effect as that contained herein.

Proxy and Power of Attorney. The Stockholder, by this Agreement, does Subscriber hereby constitute constitutes and appoint Xxxx Xxxxxxxx appoints as Subscriber’s proxy and Xxxxx Xxxxxx, or any nominee thereofhereby grants a power of attorney to the President of the Company, with full power of substitution, during with respect to votes regarding any Sale of the Company pursuant to this Section 6, and for hereby authorizes the term President of the Company to represent and vote, if and only if Subscriber (i) fails to vote within the applicable time period set forth in Section 2.5 of the Restated Certificate, or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this AgreementSection 6, as all of Subscriber’s Securities in accordance with the Stockholder’s true terms and lawful attorney and proxy for provisions of this Subscription Agreement or the approval of any Sale of the Company pursuant to and in accordance with the Stockholder’s nameterms and provisions of this Section 6 or to take any action reasonably necessary to effect Section 6 of this Subscription Agreement. The power of attorney granted hereunder shall authorize the President of the Company to execute and deliver the documentation referred to in Section 6(b) on behalf of Subscriber if Subscriber fails to do so within five (5) business days of a request by the Company, place and stead, to vote all the Shares that the Stockholder beneficially owns assuming at the time of such vote, at any annual, special, postponed or adjourned meeting of request the stockholders Sale of the Company has been approved by the Requisite Parties. Each of the proxy and power of attorney granted pursuant to this Section 6(c) is given in consideration of the agreements and covenants of the Company and the Subscriber in connection with the transactions contemplated by this Subscription Agreement and, as such, each is coupled with an interest and shall be irrevocable until the Subscription Agreement Termination Date. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Securities and shall not hereafter, purport to grant a consent any other proxy or approval in power of attorney with respect to any of the Shares in Securities, deposit any written consent in lieu of such a meeting (and to appear at each such meeting or otherwise cause all of the Shares Securities into a voting trust or enter into any agreement (other than this Subscription Agreement), arrangement or understanding with any person, directly or indirectly, to be counted as present thereat for purposes vote, grant any proxy or give instructions with respect to the voting of calculating a quorum) in a manner consistent with any of the provisions of Section 6 hereofSecurities, in each case, in the event that (i) the Stockholder fails with respect to comply with its obligations pursuant to Section 6, (ii) any action is commenced, or any Order is entered, which challenges or impairs the enforceability or validity of the obligations of the Stockholder matters set forth in Section 6, or (iii) otherwise if Parent deems it necessary or advisable. This proxy and power of attorney is a proxy and power coupled with an interest, and the Stockholder declares that it is irrevocable during and for the term of this Agreement and that such proxy shall be revoked automatically, without any notice or other action by any Person, upon termination of this Agreement in accordance with its terms. This proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212 of the DGCL. For the avoidance of doubt, if for any reason this proxy is not irrevocable, the Stockholder shall vote the Shares in accordance with Section 6. For Shares as to which the Stockholder is the beneficial but not the record owner, the Stockholder shall cause the record owner of any such Shares to grant to Parent and Merger Sub a proxy to the same effect as that contained herein.

Proxy and Power of Attorney. The StockholderXxxxxx, by this Agreement, does hereby constitute and appoint Xxxx Xxxxxxxx and Xxxxx Xxxxxx, or any nominee thereof, with full power of substitution, during and for the term of this Agreement, as the Stockholder’s Xxxxxx’x true and lawful attorney and proxy for and in the Stockholder’s Xxxxxx’x name, place and stead, to vote all the Shares that the Stockholder Xxxxxx beneficially owns at the time of such vote, at any annual, special, postponed or adjourned meeting of the stockholders of the Company or to grant a consent or approval in respect of the Shares in any written consent in lieu of such a meeting (and to appear at each such meeting or otherwise cause all of the Shares to be counted as present thereat for purposes of calculating a quorum) in a manner consistent with the provisions of Section 6 hereof, in each case, in the event that (i) the Stockholder Xxxxxx fails to comply with its obligations pursuant to Section 6, (ii) any action is commenced, or any Order is entered, which challenges or impairs the enforceability or validity of the obligations of the Stockholder Xxxxxx set forth in Section 6, or (iii) except with respect to any matter that would change the Preferred Stock Designations or the consideration to be paid to Xxxxxx in the Merger, otherwise if Parent deems it necessary or advisable. This proxy and power of attorney is a proxy and power coupled with an interest, and the Stockholder Xxxxxx declares that it is irrevocable during and for the term of this Agreement and that such proxy shall be revoked automatically, without any notice or other action by any Person, upon termination of this Agreement in accordance with its terms. This proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212 of the DGCL. For the avoidance of doubt, if for any reason this proxy is not irrevocable, the Stockholder Xxxxxx shall vote the Shares in accordance with Section 6. For Shares as to which the Stockholder Xxxxxx is the beneficial but not the record owner, the Stockholder Xxxxxx shall cause the record owner of any such Shares to grant to Parent and Merger Sub a proxy to the same effect as that contained herein.

Proxy and Power of Attorney. The StockholderEach party to this Agreement hereby constitutes and appoints as the proxies of the party and hereby grants a power of attorney to the [President of the Company], by this Agreementand a designee of the Selling Investors, does hereby constitute and appoint Xxxx Xxxxxxxx and Xxxxx Xxxxxx, or any nominee thereofeach of them, with full power of substitution, during with respect to the matters set forth herein, including, without limitation, votes regarding the size and for composition of the term Board pursuant to Section 1, votes to increase authorized shares pursuant to Section ‎2 hereof and votes regarding any Sale of the Company pursuant to Section ‎3 hereof, and hereby authorizes each of them to represent and vote, if and only if the party (i) fails to vote, or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such party’s Shares in favor of the election of persons as members of the Stockholder’s true and lawful attorney and proxy for Board determined pursuant to and in accordance with the Stockholder’s name, place terms and stead, to vote all provisions of this Agreement or the Shares that the Stockholder beneficially owns at the time increase of such vote, at authorized shares or approval of any annual, special, postponed or adjourned meeting of the stockholders Sale of the Company pursuant to and in accordance with the terms and provisions of this Agreement or to take any action reasonably necessary to effect this Agreement. The power of attorney granted hereunder shall authorize [the President of the Company] to execute and deliver the documentation referred to in Section 3.2(c) on behalf of any party failing to do so within five (5) business days of a request by the Company. Each of the proxy and power of attorney granted pursuant to this Section 4.2 is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section ‎6 hereof. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section ‎6 hereof, purport to grant a consent any other proxy or approval in power of attorney with respect to any of the Shares, deposit any of the Shares in into a voting trust or enter into any written consent in lieu agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of such a meeting (and to appear at each such meeting or otherwise cause all any of the Shares to be counted as present thereat for purposes of calculating a quorum) in a manner consistent with the provisions of Section 6 hereofShares, in each case, in the event that (i) the Stockholder fails with respect to comply with its obligations pursuant to Section 6, (ii) any action is commenced, or any Order is entered, which challenges or impairs the enforceability or validity of the obligations of the Stockholder matters set forth in Section 6, or (iii) otherwise if Parent deems it necessary or advisableherein. This proxy and The power of attorney granted in this Section 4.2 is not intended to be a proxy and power coupled with an interest, and the Stockholder declares that it is irrevocable during and for the term CPOA. The execution of this Agreement shall not terminate any CPOA granted by a Shareholder previously and that such proxy this power of attorney shall not be revoked automatically, without any notice or other action terminated by any Person, upon termination the execution by a Shareholder of this Agreement a CPOA in accordance with its termsthe future. This proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212 of the DGCL. For the avoidance of doubt, if for any reason this proxy is not irrevocable, the Stockholder shall vote the Shares in accordance with Section 6. For Shares as to which the Stockholder is the beneficial but not the record owner, the Stockholder shall cause the record owner of any such Shares to grant to Parent and Merger Sub a proxy to the same effect as that contained herein."