Common use of Grant of Proxy Clause in Contracts

Grant of Proxy. In order to secure the performance of Stockholder’s obligations under this Agreement, the Stockholder hereby revokes any and all previous proxies granted with respect to the Covered Shares and irrevocably grants to, and appoints, Parent and each executive officer of Parent, and any other individual designated in writing by Parent, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in its name, place and stead, to be counted as present, vote, express consent or dissent or otherwise to act on behalf of such Stockholder with respect to the Covered Shares in the manner contemplated by Section 1.1 during the Voting Period. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 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. Except as provided for in the last sentence of this Section 1.2, the Stockholder hereby (i) affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked and (ii) ratifies and confirms all that the proxies appointed hereunder may lawfully do or cause to be done by virtue hereof. Notwithstanding any other provisions of this Agreement, the irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement without any notice or other action by any person.

Grant of Proxy. In order to secure the performance of Stockholder’s obligations under this Agreement, the The Stockholder hereby revokes any and all previous proxies granted with respect to the Covered Shares and irrevocably grants to, and appoints, Parent and each executive officer of Parent, and any other individual designated in writing by Parent, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in its name, place and stead, to be counted as present, vote, express consent or dissent or otherwise to act on behalf of such Stockholder with respect to the Covered Shares in the manner contemplated by Section 1.1 during the Voting Period1.1. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 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. Except as provided for in the last sentence of this Section 1.2, the Stockholder hereby (i) affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked and (ii) ratifies and confirms all that the proxies appointed hereunder may lawfully do or cause to be done by virtue hereof. Notwithstanding any other provisions of this Agreement, the irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement without any notice or other action by any personAgreement.

Grant of Proxy. In order to secure the performance of Stockholder’s obligations under this Agreement, the The Stockholder hereby revokes any and all previous proxies granted with respect to the Covered Shares and irrevocably grants to, and appoints, Parent and each executive officer of Parentthe Company, and any other individual designated in writing by Parentthe Company, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in its name, place and stead, to be counted as present, vote, express consent or dissent or otherwise to act on behalf of such Stockholder with respect to the Covered Shares in the manner contemplated by Section 1.1 during the Voting Period1.1. The Stockholder understands and acknowledges that Parent the Company is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 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. Except as provided for in the last sentence of this Section 1.2, the Stockholder hereby (i) affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked and (ii) ratifies and confirms all that the proxies appointed hereunder may lawfully do or cause to be done by virtue hereof. Notwithstanding any other provisions of this Agreement, the irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement without any notice or other action by any personAgreement.

Grant of Proxy. In order Other than pursuant to secure the performance terms of Stockholder’s obligations under this Agreement or the Merger Agreement, the each Stockholder hereby revokes any and all previous proxies granted with respect to the Covered Shares and irrevocably grants to, and appoints, Parent and each executive officer of ParentAcquiror, and any other individual designated in writing by Parentit, and each of them individually, as such Stockholder’s its proxy and attorney-in-fact (with full power of substitution), for and in its name, place and stead, to be counted as presentvote his, vote, express consent her or dissent or otherwise to act on behalf its Shares at any meeting of such Stockholder the stockholders of the Company called with respect to any of the Covered Shares matters specified in, and in the manner contemplated by accordance and consistent with this Section 1.1 during the Voting Period1. The Each Stockholder understands and acknowledges that Parent Acquiror is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. The Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 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 such Stockholder under this Agreement. Except as otherwise provided for in the last sentence of this Section 1.2herein, the each Stockholder hereby (i) affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked and (ii) ratifies and confirms all that the proxies appointed hereunder may lawfully do or cause to be done by virtue hereofrevoked. Notwithstanding any other provisions of this Agreement, the irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement without any notice or other action by any personAgreement.

Grant of Proxy. In order to secure the performance of Stockholder’s obligations under this Agreement, the (a) Each Stockholder hereby revokes any and all previous proxies granted with respect to the Covered Shares and irrevocably grants to, and appoints, Parent and each executive officer of Parentthe Investors, and any other individual designated in writing by Parent, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in its the name, place and steadstead of such Stockholder, to be counted as presentvote such Stockholder’s Subject Shares, or grant a consent or approval in respect of such shares, at any meeting of Stockholders of the Company or at any adjournment thereof or in any other circumstances in which their vote, express consent or dissent or otherwise to act on behalf other approval is sought, in favor of such Stockholder with respect to approval of any and all of the Covered Shares in the manner matters contemplated by Section 1.1 during 9(e) of the Voting Period. The Investment Agreement. (b) Each Stockholder understands and acknowledges represents that Parent is entering into the Merger Agreement any proxies heretofore given in reliance upon the respect of such Stockholder’s execution Subject Shares and delivery still in effect are not irrevocable, and, to the extent inconsistent with the provisions of this Agreement. The , that any such proxies are hereby revoked. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 3 is given in connection with the execution of the Merger Investment Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the such Stockholder under this Agreement. Except as provided for in the last sentence of this Section 1.2, the Such Stockholder hereby (i) further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked and (iirevoked, subject to Section 5(e) herein. Such Stockholder hereby ratifies and confirms all that the proxies appointed hereunder such proxy may lawfully do or cause to be done by virtue hereof. Notwithstanding any other Such proxy is executed and intended to be irrevocable in accordance with the provisions of this AgreementSection 212(e) of the General Corporation Law of the State of Delaware, the irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement without any notice or other action by any personsubject to Section 5(e) herein.

Grant of Proxy. In order Other than pursuant to secure the performance terms of Stockholder’s obligations under this Agreement or the Merger Agreement, the each Stockholder hereby revokes any and all previous proxies granted with respect to the Covered Shares and irrevocably grants to, and appoints, Parent and each executive officer of Parent, and any other individual designated in writing by Parentit, and each of them individually, as such Stockholder’s its proxy and attorney-in-fact (with full power of substitution), for and in its name, place and stead, to be counted as presentvote his, vote, express consent her or dissent or otherwise to act on behalf its Shares at any meeting of such Stockholder the stockholders of the Company called with respect to any of the Covered Shares matters specified in, and in the manner contemplated by accordance and consistent with this Section 1.1 during the Voting Period1. The Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. The Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 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 such Stockholder under this Agreement. Except as otherwise provided for in the last sentence of this Section 1.2herein, the each Stockholder hereby (i) affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked and (ii) ratifies and confirms all that the proxies appointed hereunder may lawfully do or cause to be done by virtue hereofrevoked. Notwithstanding any other provisions of this Agreement, the irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement without any notice or other action by any personAgreement.

Grant of Proxy. In order to secure furtherance and not in limitation of the performance of Stockholder’s obligations under this Agreementforegoing, the Stockholder each Holder hereby revokes any and all previous proxies granted with respect to the Covered Shares and irrevocably grants to, and appoints, Parent and each executive of Xxxxxx Xxxxx and Xxxx Xxxx in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to be an officer of Parent, and any other individual designated in writing by designee of Parent, as such Stockholder’s each of them individually, its irrevocable proxy and attorney-in-fact (with full power of substitution), for substitution and resubstitution) to vote such Holder’s Shares as indicated in its name, place and stead, to be counted as present, vote, express consent or dissent or otherwise to act on behalf of such Stockholder with respect to the Covered Shares in the manner contemplated by Section 1.1 during the Voting Period2.4. The Stockholder Each Holder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the StockholderHolder’s execution and delivery of this Agreement. The Stockholder Each Holder hereby affirms that the irrevocable proxy set forth in this Section 1.2 2.5 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 such Holder under this Agreement. Except as otherwise provided for in the last sentence of this Section 1.2herein, the Stockholder each Holder hereby (ia) affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked and interest, (iib) ratifies and confirms all that the proxies appointed hereunder may lawfully do or cause to be done by virtue hereof. Notwithstanding any other hereof and (c) affirms that such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the General Corporation Law of the State of Delaware. Each Holder hereby revokes any and all previous proxies or powers of attorney with respect to such Holder’s Shares. For avoidance of doubt, no purchaser pursuant to Section 2.3(b) shall be subject to this Agreement, the irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement without any notice or other action by any personSection 2.5.

Grant of Proxy. In order to secure the performance of Stockholdereach Xxxxxx Shareholder’s obligations under this Agreement, by entering into this Agreement and solely with respect to the Stockholder matters described in Section 2.1, such Xxxxxx Shareholder hereby irrevocably grants a proxy appointing such Persons as Parent designates as such Xxxxxx Shareholder’s attorney-in-fact and proxy, with full power of substitution, for and in his, her or its name, place and stead, to vote, express consent or dissent, or otherwise to utilize such voting power in the manner contemplated by and in accordance with Section 2.1, in such Person’s discretion, with respect to such Xxxxxx Shareholder’s Shares, in each case, until the termination of this Agreement in accordance with Section 6.1. Such Xxxxxx Shareholder hereby revokes any and all previous proxies granted with respect to the Covered Shares his, her or its Shares. Each Xxxxxx Shareholder severally (and irrevocably grants to, and appoints, Parent and each executive officer of Parent, and any other individual designated in writing by Parent, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in its name, place and stead, to be counted as present, vote, express consent or dissent or otherwise to act on behalf of such Stockholder with respect to the Covered Shares in the manner contemplated by Section 1.1 during the Voting Period. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. The Stockholder not jointly) hereby affirms that the irrevocable proxy set forth in this Section 1.2 2.2 is given in connection with the execution of the Merger AgreementAgreement and affirms, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. Except as provided for in the last sentence of this Section 1.2, the Stockholder hereby (i) affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, except that such irrevocable proxy shall be revoked automatically, without any notice or other action by any Person, upon the termination of this Agreement in accordance with Section 6.1. Each Xxxxxx Shareholder severally (and (iinot jointly) hereby ratifies and confirms all that the proxies appointed hereunder such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Notwithstanding THE PROXY AND POWER OF ATTORNEY SET FORTH IN THIS SECTION 2.2 IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Xxxxxx Shareholder shall execute and deliver to Parent any other provisions proxy cards that such Xxxxxx Shareholder receives to vote in favor of this Agreement, the irrevocable proxy granted hereunder shall automatically terminate upon adoption of the termination of this Merger Agreement without any notice or other action by any personand the transactions contemplated thereby.

Grant of Proxy. In order Contemporaneously with the commencement of an Offer by Wayfarer: (i) each Stockholder shall deliver to secure Wayfarer a proxy in the performance form attached to this Agreement as Exhibit A, which shall be irrevocable through the earlier of Stockholder’s obligations under this Agreement(a) the date Wayfarer notifies FCCC and the Sellers in writing that Wayfarer has determined not to commence an Offer, (b) the Stockholder hereby revokes any Outside Date, and all previous proxies granted (c) the Acceptance Date, to the fullest extent permitted by law with respect to the Covered Shares and irrevocably grants to, and appoints, Parent and each executive officer of Parent, and any other individual designated in writing by Parent, as such Stockholder’s proxy and attorney-in-fact shares referred to therein (with full power of substitutionthe "Proxy"), for and in its name, place and stead, to be counted as present, vote, express consent or dissent or otherwise to act on behalf of such Stockholder with respect to the Covered Shares in the manner contemplated by Section 1.1 during the Voting Period. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 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. Except as provided for in the last sentence of this Section 1.2, the Stockholder hereby (i) affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked ; and (ii) ratifies and confirms all that the proxies appointed hereunder may lawfully do or each Stockholder shall cause to be done delivered to Wayfarer an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of FCCC Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Exchange Act), but not of record, by virtue hereofsuch Stockholder. Notwithstanding any Each Stockholder shall perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Wayfarer the power to carry out and give effect to the provisions of this Agreement, and Wayfarer shall reimburse the irrevocable Stockholders, within five (5) business days of their written request, for all reasonable costs and expenses incurred in connection therewith. The Stockholders shall not enter into any tender, voting or other agreement, or grant a proxy granted hereunder shall automatically terminate upon or power of attorney, with respect to any of the termination of Stockholder Shares that is inconsistent with this Agreement without or otherwise take any notice or other action by with respect to any personof the Stockholder Shares that would in any way restrict, limit or interfere with the performance of the Stockholders' obligations hereunder or the transactions contemplated hereby.