Common use of Proxy; Further Assurances Clause in Contracts

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement: (i) Stockholder shall deliver to Parent 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 prior to the Termination Date) with respect to the shares referred to therein (the "Proxy"); and (ii) Stockholder shall cause to be delivered to Parent an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), but not of record, by Stockholder.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement: (i) each Stockholder shall deliver has delivered to Parent Acquiror a proxy in the form attached to this Agreement as Exhibit EXHIBIT A, which shall be irrevocable to the fullest extent permitted by law (at all times prior to the Termination Date) law, with respect to the shares referred to therein (the "ProxyPROXY"); and (ii) each Stockholder shall cause has caused to be delivered to Parent Acquiror an additional proxy (in the form attached hereto as Exhibit EXHIBIT A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934Act), but not of record, by such Stockholder, which proxy shall be irrevocable to the fullest extent permitted by law, with respect to the shares referred to therein.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement: (i) Stockholder shall deliver to Parent Merger Partner 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 prior to the Termination Proxy Expiration Date) with respect to the shares referred to therein (the "“Proxy"”); and (ii) Stockholder shall cause to be delivered to Parent Merger Partner an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), but not of record, by Stockholder.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement: (i) Stockholder shall deliver to Parent 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 prior to the Termination Proxy Expiration Date) with respect to the shares referred to therein (the "Proxy"); and (ii) Stockholder shall cause to be delivered to Parent an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), but not of record, by Stockholder.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Stockholder Agreement: (i) Stockholder shall deliver to Parent a proxy in the form attached to this Stockholder Agreement as Exhibit A, which shall be irrevocable (at all times prior to the Proxy Expiration Date) to the fullest extent permitted by law (at all times prior to the Termination Date) with respect to the shares referred to therein (the "“Proxy"”); and (ii) Stockholder shall cause to be delivered to Parent an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), but not of record, by Stockholder.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Voting Agreement: (i) Stockholder shall deliver to Parent Purchaser a proxy in the form attached to this Voting Agreement as Exhibit A, which shall be irrevocable (at all times prior to the Proxy Termination Date) to the fullest extent permitted by law (at all times prior to the Termination Date) with respect to the shares referred to therein (the "“Proxy"”); and (ii) Stockholder shall cause to be delivered to Parent Purchaser an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934Act), but not of record, by Stockholder.

Proxy; Further Assurances. (aA) Contemporaneously with the execution of this Agreement: (i) Stockholder shall deliver to Parent the Investors a proxy in the form attached to this Agreement as Exhibit EXHIBIT A, which shall be irrevocable to the fullest extent permitted by law (at all times prior to the Termination Voting Covenant Expiration Date) with respect to the shares referred to therein (the "ProxyPROXY"); ) and (ii) Stockholder shall cause to be delivered to Parent the Investors an additional proxy (in the form attached hereto as Exhibit EXHIBIT A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934Act), but not of record, by Stockholder.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement: (i) Stockholder shall deliver to Parent 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 prior to the Termination Voting Covenant Expiration Date) with respect to the shares referred to therein (the ("Proxy"); and (ii) Stockholder shall cause to be delivered to Parent an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 l3d-3 under the Securities Exchange Act of 1934), but not of record, by Stockholder.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement: (i) each Stockholder shall deliver has delivered to Parent Acquiror 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 prior and to the Termination Date) extent provided therein, with respect to the shares referred to therein (the "Proxy"); and (ii) each Stockholder shall cause has caused to be delivered to Parent Acquiror an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934Act), but not of record, by such Stockholder, which proxy shall be irrevocable to the fullest extent permitted by law and to the extent provided therein, with respect to the shares referred to therein.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement: (i) Stockholder shall deliver to Parent the Company 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 prior to the Termination Voting Covenant Expiration Date) with respect to the shares referred to therein (the "Proxy"); and (ii) Stockholder shall cause to be delivered to Parent the Company an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Parent Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), but not of record, by Stockholder.

Proxy; Further Assurances. (aA) Contemporaneously with the execution of this Agreement: (i) Stockholder Shareholder shall deliver to Parent a proxy in the form attached to this Agreement as Exhibit EXHIBIT A, which shall be irrevocable to the fullest extent permitted by law (at all times prior to the Termination Expiration Date) with respect to the shares referred to therein (the "ProxyPROXY"); and (ii) Stockholder Shareholder shall cause to be delivered to Parent an additional proxy (in the form attached hereto as Exhibit EXHIBIT A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), but not of record, by StockholderShareholder.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement: (i) Stockholder shall deliver to Parent a proxy in the form attached to this Agreement as Exhibit EXHIBIT A, which shall be irrevocable to the fullest extent permitted by law (at all times prior to the Termination Proxy Expiration Date) with respect to the shares referred to therein (the "“Proxy"”); and (ii) Stockholder shall cause to be delivered to Parent an additional proxy (in the form attached hereto as Exhibit EXHIBIT A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), but not of record, by Stockholder.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement: (i) Stockholder shall deliver to Parent 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 prior to the Termination Proxy Expiration Date) with respect to the shares referred to therein (the "“Proxy"”); and (ii) Stockholder shall cause to be delivered to Parent an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), but not of record, by Stockholder.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement: (i) Stockholder shall deliver to Parent Pivot 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 prior to the Termination Proxy Expiration Date) with respect to the shares referred to therein (the "“Proxy"”); and (ii) Stockholder shall cause to be delivered to Parent Pivot an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Common Stock and Company Preferred Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), but not of record, by Stockholder.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement: (i) Stockholder Shareholder shall deliver to Parent 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 prior to the Termination Proxy Expiration Date) with respect to the shares referred to therein (the "“Proxy"”); and (ii) Stockholder Shareholder shall cause to be delivered to Parent an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), but not of record, by StockholderShareholder.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement: (i) Stockholder shall deliver to Parent the Investors a proxy in the form attached to this Agreement as Exhibit EXHIBIT A, which shall be irrevocable to the fullest extent permitted by law (at all times prior to the Termination Voting Covenant Expiration Date) with respect to the shares referred to therein (the "ProxyPROXY"); ) and (ii) Stockholder shall cause to be delivered to Parent the Investors an additional proxy (in the form attached hereto as Exhibit EXHIBIT A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934Act), but not of record, by Stockholder.