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 The Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, VanceInfo and any designee of VanceInfo, and each of them individually, as his proxies and attorneys-in-fact, with full power of substitution and resubstitution, for and in the Shareholder’s name, place and stead, to vote, act by written consent or execute and deliver a proxy, solely in respect of the matters described in, and in accordance with, Section 2.1(a) hereof, and to vote or grant a written consent during the term of this Agreement with respect to the Covered Shares as provided in Section 2.1(a) hereof. This proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement by VanceInfo, and to secure the performance of Stockholder’s the duties and obligations of the Shareholder owed to VanceInfo under this Agreement. The Shareholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest by reason of the Merger Agreement and (ii) executed and intended to be irrevocable in accordance with the provisions of the Laws of the State of New York, the Stockholder hereby and (b) revokes any and all previous prior proxies granted by the Shareholder with respect to the Covered Shares and irrevocably grants to, no subsequent proxy shall be given by any Shareholder (and appoints, Parent and each executive officer if given shall be ineffective). The Shareholder shall take such further action or execute such other instruments as may be reasonably necessary in accordance with the relevant provisions of Parent, and the Laws of the State of New York or any other individual designated in writing Law to effectuate the intent of this proxy. The power of attorney granted by Parentthe Shareholder herein is a durable power of attorney and, so long as VanceInfo has the interest secured by such Stockholder’s power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of the Shareholder. The 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 attorney granted hereunder shall automatically terminate upon the termination of this Agreement without any notice or other action by any personin accordance with its terms.

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 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.

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 the performance of Stockholder’s obligations under this Agreement, the Each Stockholder hereby revokes any and all previous proxies granted with respect to the Covered Shares and irrevocably grants to, and appoints, appoints Parent and each executive officer of Parent, and any other individual designated in writing by Parent, as such Stockholder’s 's proxy and attorney-in-fact (during the term of this Agreement, with full power of substitution and re-substitution), for and in its name, place and stead, to be counted as present, vote, express vote or act by written consent or dissent or otherwise to act on behalf of such Stockholder with respect to the Covered Subject Shares, if and only to the extent that such Stockholder shall fail to vote or act by written consent with respect to its Subject Shares as provided in and in accordance with Section 3(a) and 3(b) hereof: (i) in accordance with Section 3(a) and 3(b) hereof and (ii) subject to the manner contemplated by restrictions provided in 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 4 hereof with respect to Prohibited Changes, to sign its name (as a stockholder) to any written consent, proxy or ballot that the irrevocable proxy set forth DGCL may require in this order to give effect to Section 1.2 is given in connection with the execution of the Merger Agreement, 3(a) and that such irrevocable 3(b) hereof. This proxy is given to secure the performance of the duties of the such Stockholder under this AgreementAgreement and its existence will not be deemed to relieve Stockholder of its obligations under Section 3(a) or 3(b) hereof. Except as provided for in the last sentence of this Section 1.2, the Each Stockholder hereby (i) affirms that the irrevocable this 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 is irrevocable proxy granted hereunder shall automatically terminate upon the until termination of this Agreement without any notice pursuant to Section 4, whereupon such proxy and power of attorney shall automatically terminate. Each Stockholder will take such further action or execute such other action by any personinstruments as may be reasonably necessary to effectuate the intent of this proxy. The proxy granted herein is intended to comply with the requirements of Section 212 of the DGCL applicable to irrevocable proxies.

Grant of Proxy. In order to secure At all times during the performance of Stockholder’s obligations under this AgreementAgreement Period, the each Stockholder hereby revokes any and all previous proxies granted with respect grants to the Covered Shares and irrevocably grants to, and appoints, Parent and each executive officer of Parent, Obalon (and any other individual designated in writing by Parent, designee of Obalon) a proxy (and appoints Obalon or any such designee of Obalon as such Stockholder’s proxy and its attorney-in-fact (with full power of substitution)fact) to appear, for and in its name, place and stead, cause to be counted as presentcounted, vote, express and to exercise all voting and consent or dissent or otherwise to act on behalf rights of such each Stockholder with respect to, each Stockholder’s Subject Shares (including, without limitation, the power to execute and deliver written consents) in accordance with, and solely with respect to, Section 1.01 at any meeting of shareholders of ReShape (whether annual, special or otherwise and whether or not an adjourned or postponed meeting) at which any of the Covered Shares in the manner transactions, actions or proposals contemplated by Section 1.1 1.01 are or will be considered and in every written consent in lieu of such meeting. The foregoing proxy is limited solely to the voting of each Stockholder’s Subject Shares or taking other actions with respect thereto solely in order to cause each Stockholder to perform the covenants set forth in Section 1.01 if and to the extent that such Stockholder otherwise fails to do so. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of any Stockholder, as applicable) during the Voting Period. The Stockholder understands Agreement Period and acknowledges that Parent is entering into the Merger Agreement in reliance shall not be terminated by operation of Law or upon the Stockholder’s execution and delivery occurrence of any other event other than the termination of this AgreementAgreement pursuant to Section 4.01. The Each Stockholder authorizes Obalon to substitute any other ​ ​ ​ Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of Obalon. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 1.02 is given in connection with the execution and granted in consideration of Obalon entering into the Merger Agreement, Agreement and that such irrevocable proxy is given to secure the performance obligations of the duties of the Stockholder Stockholders under this AgreementSection 1.01. Except as provided for The proxy set forth in the last sentence of this Section 1.2, the Stockholder hereby (i) affirms that the irrevocable proxy 1.02 is coupled with an interest executed and may under no circumstances be revoked and (ii) ratifies and confirms all that the proxies appointed hereunder may lawfully do or cause intended to be done by virtue hereof. Notwithstanding any other provisions of this Agreementirrevocable, the irrevocable proxy granted hereunder shall automatically terminate subject, however, to its automatic termination upon the termination of this Agreement without any notice or other action by any personpursuant to Section 4.01.

Grant of Proxy. In order to secure the performance of Stockholdereach ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Shareholder hereby irrevocably grants a proxy appointing such Persons as Parent designates as such ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Shareholder’s Shares, in each case, until the termination of this Agreement in accordance with Section 6.1. Such ▇▇▇▇▇▇ Shareholder hereby revokes any and all previous proxies granted with respect to the Covered Shares his, her or its Shares. Each ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Shareholder shall execute and deliver to Parent any other provisions proxy cards that such ▇▇▇▇▇▇ 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.