Common use of Proxy; Further Assurances Clause in Contracts

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement: (i) Shareholder shall deliver to Acquisition Sub a proxy in the form attached to this Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times during the Effective Period) with respect to the Company Securities referred to therein (the “Proxy”); and (ii) Shareholder shall cause to be delivered to Acquisition Sub an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding Company Securities that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), but not of record, by Shareholder. The Shareholder shall cause the Proxy and any additional proxies to be notarized by a notary public in the jurisdiction of such proxies are executed. The Proxy shall terminate as of the Expiration Time. If the expiration date set forth in the Proxy or any additional proxy occurs prior to the Expiration Time, Shareholder shall promptly (and in no event more than two business days) following such expiration date deliver to Acquisition Sub a replacement proxy having an express expiration date that reasonably approximates the Expiration Time. Parent shall not use or attempt to use the Proxy or any additional proxies following the Expiration Time and shall return the Proxy and any additional proxies to Shareholder promptly following the Expiration Time.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement: (i) , Shareholder shall deliver to Acquisition Sub a proxy in the form attached to this Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times during the Effective Period) with respect to the Company Securities referred to therein (the “Proxy”); and (ii) . Within five business days following the date of this Agreement, Shareholder shall cause to be delivered to Acquisition Sub an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding Company Securities that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), but not of record, by Shareholder. The Shareholder shall cause the Proxy and any additional proxies to be notarized by a notary public in the jurisdiction of such proxies are executed. The Proxy shall terminate as of the Expiration Time. If the expiration date set forth in the Proxy or any additional proxy occurs prior to the Expiration Time, Shareholder shall promptly (and in no event more than two business days) following such expiration date deliver to Acquisition Sub a replacement proxy having an express expiration date that reasonably approximates the Expiration Time. Parent shall not use or attempt to use the Proxy or any additional proxies following the Expiration Time and shall return the Proxy and any additional proxies to Shareholder promptly following the Expiration Time.express