Common use of Proxy Granted to Coyote Irrevocable Clause in Contracts

Proxy Granted to Coyote Irrevocable. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4.1 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, except, that this proxy shall expire on the Expiration Date. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy (expiring on the Expiration Date) is executed and intended to be irrevocable in accordance with the provisions of the Delaware General Corporation Law (the "DGCL").