Common use of Proxy; Further Assurances Clause in Contracts

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement, 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 with respect to the Shares referred to therein (the “Proxy”). (b) Stockholder 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 Securities that is inconsistent with this Agreement or otherwise take any other action with respect to any of the Subject Securities that would in any way restrict, limit or interfere with the performance of any of Stockholder’s obligations hereunder or any of the actions contemplated hereby. (d) Except as expressly set forth herein, Stockholder may vote the Subject Securities on any matter not referred to in the Proxy and the attorneys and proxies named in the Proxy may not exercise the Proxy with respect to such other matters.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement, 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 with respect to the Shares referred to therein (the “Proxy”), except in the event of a Superior Proposal in respect of which the Company’s Board of Directors has made an Adverse Recommendation Change in compliance with the Merger Agreement (herein, an “Excepted Superior Proposal”). (b) Stockholder 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) Other than in connection with an Excepted Superior Proposal, 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 Securities that is inconsistent with this Agreement or otherwise take any other action with respect to any of the Subject Securities that would in any way restrict, limit or interfere with the performance of any of Stockholder’s obligations hereunder or any of the actions contemplated hereby. (d) Except as expressly set forth herein, Stockholder may vote the Subject Securities on any matter not referred to in the Proxy and the attorneys and proxies named in the Proxy may not exercise the Proxy with respect to such other matters.

Proxy; Further Assurances. (a) (i) Contemporaneously with the execution of this Agreement, 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 during the Voting Period) with respect to the Shares shares referred to therein (the “Proxy”); and (ii) as promptly as practicable following the execution of this Agreement, if requested by Parent, 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 Exchange Act), but not of record, by Stockholder. (b) Stockholder shall 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 Securities that is inconsistent with this Agreement or otherwise take any other action with respect to any of the Subject Securities that would in any way restrict, limit or interfere with the performance of any of Stockholder’s obligations hereunder or any of the actions contemplated hereby. (d) Except as expressly set forth herein, Stockholder may vote the Subject Securities on any matter not referred to in the Proxy and the attorneys and proxies named in the Proxy may not exercise the Proxy with respect to such other matters.

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 Proxy Expiration Date) to the fullest extent permitted by law with respect to the Shares 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 (except where the record owner does not have discretionary authority to vote any of such shares on the matters described in clause “(a)” or clause “(b)” of Section 3.1). (b) Stockholder 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 Securities Shares that is inconsistent with this Agreement or otherwise take any other action with respect to any of the Subject Securities Shares that would in any way restrict, limit or interfere with the performance of any of Stockholder’s obligations hereunder or any of the actions transactions contemplated hereby. (d) Except as expressly set forth herein, Stockholder may vote the Subject Securities on any matter not referred to in the Proxy and the attorneys and proxies named in the Proxy may not exercise the Proxy with respect to such other matters.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this AgreementVoting Agreement (or, Stockholder with respect to Persons who become “Shareholders” under this Voting Agreement after the date hereof, at such time as such Person becomes a “Shareholder”), each Shareholder shall deliver to Parent the Company a proxy in the form attached to this Voting Agreement as Exhibit A, which proxy is coupled with an interest and shall be irrevocable (at all times prior to the Proxy Expiration Date) to the fullest extent permitted by law (at all times during the term of this Voting Agreement) with respect to the Shares shares referred to therein (the “Proxy”). (b) Stockholder shall Each Shareholder shall, at such Shareholder’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 Company the power to carry out and give effect to the provisions of this Voting Agreement. (c) Stockholder No 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 Securities that is inconsistent with this Voting Agreement or otherwise take any other action with respect to any of the Subject Securities that would in any way restrict, limit or interfere with the performance of any of StockholderShareholder’s obligations hereunder or any of the actions transactions contemplated hereby. (d) Except as expressly set forth herein, Stockholder may vote the Subject Securities on any matter not referred to in the Proxy and the attorneys and proxies named in the Proxy may not exercise the Proxy with respect to such other matters.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this AgreementVoting Agreement (or, Stockholder with respect to Persons who become "Shareholders" under this Voting Agreement after the date hereof, at such time as such Person becomes a "Shareholder"), each Shareholder shall deliver to Parent the Company a proxy in the form attached to this Voting Agreement as Exhibit A, which proxy is coupled with an interest and shall be irrevocable (at all times prior to the Proxy Expiration Date) to the fullest extent permitted by law (at all times during the term of this Voting Agreement) with respect to the Shares shares referred to therein (the “"Proxy”"). (b) Stockholder shall Each Shareholder shall, at such Shareholder'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 Company the power to carry out and give effect to the provisions of this Voting Agreement. (c) Stockholder No 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 Securities that is inconsistent with this Voting Agreement or otherwise take any other action with respect to any of the Subject Securities that would in any way restrict, limit or interfere with the performance of any of Stockholder’s Shareholder's obligations hereunder or any of the actions transactions contemplated hereby. (d) Except as expressly set forth herein, Stockholder may vote the Subject Securities on any matter not referred to in the Proxy and the attorneys and proxies named in the Proxy may not exercise the Proxy with respect to such other matters.