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. (b) Stockholder shall, at Stockholder's own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent the power to carry out and give effect to the provisions of this Agreement. (c) Stockholder shall not enter into any tender, voting or other such agreement, or grant a proxy or power of attorney, with respect to any of the Subject Shares that is inconsistent with this Agreement or otherwise take any other action with respect to the Subject Shares that would in any way restrict, limit or interfere with the performance of Stockholder's obligations hereunder or the transactions contemplated hereby.

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 during the Termination DateVoting Period) 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 1934Act), but not of record, by Stockholder. (b) Stockholder shall, at Stockholder's ’s own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent the power to carry out and give effect to the provisions of this Agreement. (c) Stockholder shall not enter into any tender, voting or other such agreement, or grant a proxy or power of attorney, with respect to any of the Subject Shares Securities that is inconsistent with this Agreement or otherwise take any other action with respect to any of the Subject Shares Securities that would in any way restrict, limit or interfere with the performance of any of Stockholder's ’s obligations hereunder or any of the transactions actions contemplated hereby.

Proxy; Further Assurances. (a) (i) 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 (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) promptly following the execution of this Agreement, Stockholder shall cause to be delivered to Parent an additional proxy (in substantially 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. (b) Stockholder shall, at Stockholder's own expense, shall perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent the power to carry out and give effect to the provisions of this Agreement. (c) Stockholder shall not enter into any tender, voting or other such agreement, or grant a proxy or power of attorney, with respect to any of the Subject Shares Securities that is inconsistent with this Agreement or otherwise take any other action with respect to any of the Subject Shares Securities that would in any way restrict, limit or interfere with the performance of any of Stockholder's ’s obligations hereunder or any of the transactions actions contemplated hereby.

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 (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 1934Act), but not of record, by Stockholder. (b) Stockholder shall, at Stockholder's ’s own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent the power to carry out and give effect to the provisions of this Agreement. (c) Stockholder shall not enter into any tender, voting or other such agreement, or grant a proxy or power of attorney, with respect to any of the Subject Shares Securities that is inconsistent with this Agreement or otherwise take any other action with respect to any of the Subject Shares Securities that would in any way restrict, limit or interfere with the performance of any of Stockholder's ’s obligations hereunder or any of the transactions actions contemplated hereby.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Voting Agreement: (i) Stockholder shall deliver to Parent a proxy in the form attached to this Agreement hereto as 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 all outstanding shares of Company Common Stock (and any other Subject Securities having a vote thereon) that are Owned by Stockholder as of the shares referred to therein date hereof (the "ProxyPROXY"); 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 (and any other Subject Securities having a vote thereon) that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), but not of record, by Stockholder. (b) Stockholder shall, at Stockholder's his own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent the power to carry out and give effect to the provisions of this Voting Agreement. (c) Stockholder shall not enter into any tender, voting or other such agreement, or grant a proxy or power of attorney, with respect to any of the Subject Shares that is inconsistent with this Agreement or otherwise take any other action with respect to the Subject Shares that would in any way restrict, limit or interfere with the performance of Stockholder's obligations hereunder or the transactions contemplated hereby.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement: (i) Stockholder shall deliver to Parent Wxx.xxx 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 Wxx.xxx 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. (b) Stockholder shall, at Stockholder's own expense, shall perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent Wxx.xxx the power to carry out and give effect to the provisions of this Agreement. (c) Stockholder shall not enter into any tender, voting or other such agreement, or grant a proxy or power of attorney, with respect to any of the Subject Shares Securities that is inconsistent with this Agreement or otherwise take any other action with respect to the Subject Shares Securities that would in any way restrict, limit or interfere with the performance of Stockholder's ’s obligations hereunder or the transactions contemplated hereby.

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. (bB) Stockholder Shareholder shall, at Stockholder's own expensethe expense of Parent, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent the power to carry out and give effect to the provisions of this Agreement. (cC) Stockholder Shareholder shall not enter into any tender, voting or other such agreement, or grant a proxy or power of attorney, with respect to any of the Subject Shares Securities that is inconsistent with this Agreement or otherwise take any other action with respect to the Subject Shares Securities that would in any way restrict, limit or interfere with the performance of StockholderShareholder's obligations hereunder or the transactions contemplated hereby.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Support Agreement: (i) Stockholder shall deliver to Parent a proxy in the form attached to this Support Agreement as Exhibit A2, 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 A2) 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. (b) Stockholder shall, at Stockholder's ’s own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent the power to carry out and give effect to the provisions of this Support Agreement. (c) Stockholder shall not enter into any tender, voting or other such agreement, or grant a proxy or power of attorney, with respect to any of the Subject Shares Securities that is inconsistent with this Support Agreement or otherwise take any other action with respect to any of the Subject Shares Securities that would in any way restrict, limit or interfere with the performance of any of Stockholder's ’s obligations hereunder or any of the transactions actions contemplated hereby.

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. (b) Stockholder shall, at Stockholder's own expense, Shareholder shall perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent the power to carry out and give effect to the provisions of this Agreement. (c) Stockholder Shareholder shall not enter into any tender, voting or other such agreement, or grant a proxy or power of attorney, with respect to any of the Subject Shares Securities that is inconsistent with this Agreement or otherwise take any other action with respect to the Subject Shares Securities that would in any way restrict, limit or interfere with the performance of Stockholder's Shareholder’s obligations hereunder or the transactions contemplated hereby.

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. (b) Stockholder shall, at Stockholder's ’s own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent the power to carry out and give effect to the provisions of this Stockholder Agreement. (c) Stockholder shall not enter into any tender, voting or other such agreement, or grant a proxy or power of attorney, with respect to any of the Subject Shares Securities that is inconsistent with this Stockholder Agreement or otherwise take any other action with respect to any of the Subject Shares Securities that would in any way restrict, limit or interfere with the performance of Stockholder's ’s obligations hereunder or the transactions contemplated hereby.

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. (b) Stockholder shall, at Stockholder's own the Company’s expense, use commercially reasonable efforts to perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent Purchaser the power to carry out and give effect to the provisions of this Voting Agreement. (c) Stockholder shall not enter into any tender, voting or other such agreement, or grant a proxy or power of attorney, with respect to any of the Subject Shares Securities that is inconsistent with this Voting Agreement or otherwise take any other action with respect to any of the Subject Shares Securities that would in any way restrict, limit or interfere with the performance of Stockholder's ’s obligations hereunder or the transactions contemplated hereby.

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. (b) Stockholder shall, at Stockholder's own expense, shall perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent Merger Partner the power to carry out and give effect to the provisions of this Agreement. (c) Stockholder shall not enter into any tender, voting or other such agreement, or grant a proxy or power of attorney, with respect to any of the Subject Shares Securities that is inconsistent with this Agreement or otherwise take any other action with respect to the Subject Shares Securities that would in any way restrict, limit or interfere with the performance of Stockholder's ’s obligations hereunder or the transactions contemplated hereby.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement: (i) Stockholder shall deliver to Parent Investor 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 Investor 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. (b) Stockholder shall, at Stockholder's ’s own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent Investor the power to carry out and give effect to the provisions of this Agreement. (c) Stockholder shall not enter into any tender, voting or other such agreement, or grant a proxy or power of attorney, with respect to any of the Subject Shares Securities that is inconsistent with this Agreement or otherwise take any other action with respect to the Subject Shares Securities that would in any way restrict, limit or interfere with the performance of Stockholder's ’s obligations hereunder or the transactions contemplated hereby.