Common use of Voting of Shares; Further Assurances Clause in Contracts

Voting of Shares; Further Assurances. The Stockholder, by this Agreement, does hereby constitute and appoint the Purchaser, or any nominee of the Purchaser, with full power of substitution, during and for the term of this Agreement, as such Stockholder's true and lawful attorney and proxy, for and in its name, place and stead, to vote each of the Stockholder's Shares as such Stockholder's proxy, at the VFC Special Meeting (including the right to sign the Stockholder's name (as a stockholder) to any consent, certificate or other document relating to the Company that the DGCL may permit or require) (a) in favor of the adoption of the Merger Agreement and approval of the Transactions, (b) in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon at the VFC Special Meeting, and (c) against any Acquisition Proposal or any other action or agreement that would result in a breach of any covenant, representation or warranty or another obligation or agreement of the Company under the Merger Agreement or that could result in any of the conditions to the Parent's or Purchaser's obligations under the Merger Agreement not being fulfilled. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Stockholder acknowledges receipt and review of a copy of the Merger Agreement. Nothing in this Section 1.3 or elsewhere in this Agreement shall affect the Stockholders fiduciary obligations as an officer or director of VFC.

Voting of Shares; Further Assurances. The Stockholder, by this Agreement, does hereby constitute and appoint the Purchaser, or any nominee of the Purchaser, with full power of substitution, during and for the term of this Agreement, as such Stockholder's true and lawful attorney and proxy, for and in its name, place and stead, to vote each of the Stockholder's Shares as such Stockholder's proxy, at the VFC Special Meeting (including the right to sign the Stockholder's name (as a stockholder) to any consent, certificate or other document relating to the Company that the DGCL may permit or require) (a) in favor of the adoption of the Merger Agreement and approval of the Transactions, (b) in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon at the VFC Special Meeting, and (c) against any Acquisition Proposal or any other action or agreement that would result in a breach of any covenant, representation or warranty or another obligation or agreement of the Company under the Merger Agreement or that could result in any of the conditions to the Parent's or Purchaser's obligations under the Merger Agreement not being fulfilled. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Stockholder acknowledges receipt and review of a copy of the Merger Agreement. Nothing in this Section 1.3 or elsewhere in this Agreement shall affect the Stockholders fiduciary obligations as an officer or director of VFC.