Page 13 of 21 – SEC Filing
have executed and delivered to Parent and Merger Sub a counterpart to this Agreement pursuant to which such person shall be bound by all of the terms and provisions of this Agreement, and
(B) this Agreement shall be the legal, valid and binding agreement of such person, enforceable against such person in accordance with its terms.
(b) At any meeting of stockholders of the Company, the Stockholder shall vote (or cause to be voted)
all of the Shares: (i) against any inquiry, proposal, offer, indication of interest or transaction that constitutes or could reasonably be expected to lead to, an Acquisition Proposal or Acquisition Transaction relating to the Company and
(ii) against any action, proposal, transaction or agreement which would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Offer or the Merger or the fulfillment of
Parents, the Companys, or Merger Subs conditions under the Merger Agreement or change in any manner the voting rights of any security of the Company (including by any amendments to the Companys charter or bylaws). Except as
set forth in clauses (i) and (ii) of this Section 1.2(b) or clause (A) of Section 1.3, Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matters presented to the stockholders
of the Company.
(c) The Stockholder shall use commercially reasonable efforts to take, or cause to
be taken, all reasonable actions, and to do, or cause to be done, all things reasonably necessary to fulfill the Stockholders obligations under this Agreement. Nothing herein shall require the Stockholder to exercise any unexercised Company
Stock Awards held by the Stockholder.
(d) The Stockholder shall not exercise any rights (including
under Section 262 of the Delaware General Corporation Law) to demand appraisal of any Shares that may arise with respect to the Offer or the Merger.
(e) The Stockholder authorizes and agrees to permit Parent and Merger Sub to publish and disclose in
the Offer Documents and any related filings under the securities laws of the United States or any state thereof the Stockholders identity and ownership of Shares and the nature of Stockholders commitments, arrangements and understandings
under this Agreement and any other information required by applicable Law; provided that, Parent shall provide Stockholder and its counsel reasonable opportunity to review and comment thereon, and Parent shall give reasonable consideration to
any such comments. None of the information relating to the Stockholder provided by or on behalf of the Stockholder in writing for inclusion in the Offer Documents will, at the respective times that the Offer Documents are filed with the SEC or are
first mailed to the holders of the Company Common Stock, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. Each of Parent and Merger Sub authorizes and agrees to permit the Stockholder to make such disclosure or filings as may be required by the SEC or the New York Stock Exchange or any other
national securities exchange relating to the existence and contents of this Agreement; provided that the Stockholder shall provide Parent and its counsel reasonable opportunity to review and comment thereon, and the Stockholder shall give
reasonable consideration to any such comments.
1.3 Grant of Irrevocable Proxy Coupled with an Interest;
Appointment of Proxy.
(a) The Stockholder hereby irrevocably (until this Agreement shall have
been terminated pursuant to the terms hereof) (i) grants to Parent and any designee of Parent, alone or together, the Stockholders proxy, and (ii) appoints Parent and any designee of Parent as the Stockholders proxy, attorney-in-fact and agent (with full power of substitution and resubstitution), alone or together, in each case, for and in the name, place and stead of the Stockholder, to
vote the
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