Common use of Appointment of Stockholders’ Agent Clause in Contracts

Appointment of Stockholders’ Agent. Each Stockholder hereby irrevocably appoints Billx Xxx Xxxxxx, Xx. (xxrein called the "Stockholders' Agent") as such Stockholders' Agent and attorney-in-fact to take any action required or permitted to be taken by such Stockholders under the terms of this Agreement, including, without limiting the generality of the foregoing, the giving and receipt of any notices to be delivered or received by or on behalf of any or all of the Stockholders, the payment of expenses relating to the transactions contemplated by this Agreement, the representation of the Stockholders in indemnification proceedings hereunder, and the right to waive any of the terms of this Agreement in any respect, whether or not material, and agrees to be bound by any and all actions taken by the Stockholders' Agent on his or her behalf. Each Stockholder agrees Jointly and severally to indemnify the Stockholders' Agent from and against and in respect of any and all liabilities, damages, claims, costs and expenses, including, but not limited to, attorneys' fees arising out of or due to any action as the Stockholders' Agent and any and all actions, proceedings, demands, assessments or judgments, costs and expenses incidental thereto, except to the extent that the same result from bad faith or gross negligence on the part of the Stockholders' Agent. Parent shall be entitled to rely exclusively upon any communications given by the Stockholders' Agent on behalf of any Stockholders, and shall not be liable for any action taken or not taken in reliance upon the Stockholders' Agent. Except for any notice with regard to a replacement for Stockholders' Agent pursuant to this Section 5.09, Parent shall be entitled to disregard any notices or communications given or made by Stockholders unless given or made through the Stockholders' Agent. In the event that Stockholders' Agent dies, resigns, refuses to act or becomes disabled or unavailable, the Stockholders shall promptly by majority vote in accordance with their prior ownership of the National Stock appoint another Stockholder as the substitute Stockholders' Agent to act under this Agreement; such substitute Stockholders' Agent shall have all the powers of the initial Stockholders' Agent hereunder; and, the Stockholders shall promptly deliver a copy of such appointment to the Parent.

Appointment of Stockholders’ Agent. Each Stockholder The Selling Stockholders, and each of them, hereby irrevocably appoints Billx Xxx Xxxxxx, Xx. constitute and appoint ______________ with an address at (xxrein called the "Stockholders' Agent") as such Stockholders' Agent their agent and attorney-in-fact to take any action required modify, amend, or permitted to be taken by such Stockholders under the terms of otherwise change this Acquisition Agreement, includingor any of its terms or provisions (including modifications, without limiting the generality of the foregoingamendments, the giving or changes subsequent to Closing), to take all actions and receipt of any notices to be delivered execute all documents (including all actions and documents required under Article VII hereof) necessary or received by or on behalf of any or all of the Stockholders, the payment of expenses relating desirable to consummate the transactions contemplated by this Acquisition Agreement, to tender their shares of Company Common Stock pursuant to this Acquisition Agreement and to accept the representation Merger Consideration in connection therewith and to take all actions, to execute all documents that may be necessary or desirable in connection therewith (including, without limitation, delivery of the Stockholders in indemnification proceedings certificates for their shares of Company Common Stock and execution of such powers of attorney or other instruments as may be necessary to comply with this Acquisition Agreement), to give and receive consents and all notices hereunder, to negotiate and settle claims for indemnification under Article IX hereof, and to perform any other act arising under or pertaining to this Acquisition Agreement and the right to waive any of the terms of this Agreement in any respect, whether or not materialtransactions contemplated hereby. The Selling Stockholders, and agrees to be bound by any and all actions taken by each of them, agree that service of process upon the Stockholders' Agent on his in any action or her behalf. Each Stockholder agrees Jointly proceeding arising under or pertaining to this Acquisition Agreement shall be deemed to be valid service of process upon the Selling Stockholders, and severally to indemnify any claim by IDG or Newco against the Selling Stockholders' Agent from and against and , or any of them, in respect of any to this Acquisition Agreement may be asserted against, and all liabilitiessettled with, damages, claims, costs and expenses, including, but not limited to, attorneys' fees arising out of or due to any action as the Stockholders' Agent and any and all actions, proceedings, demands, assessments or judgments, costs and expenses incidental thereto, except to the extent that the same result from bad faith or gross negligence on the part of the said Stockholders' Agent. Parent shall be entitled to rely exclusively upon any communications given by the Stockholders' Agent on behalf of any Stockholders, and shall not be liable for any action taken or not taken in reliance upon the Stockholders' Agent. Except for any notice with regard to a replacement for Stockholders' Agent pursuant to this Section 5.09, Parent shall be entitled to disregard any notices or communications given or made by Stockholders unless given or made through the Stockholders' Agent. In the event that Stockholders' Agent dies, resigns, refuses to act or becomes disabled or unavailable, the Stockholders shall promptly by majority vote in accordance with their prior ownership of the National Stock appoint another Stockholder as the substitute Stockholders' Agent to act under this Agreement; such substitute The Stockholders' Agent shall be deemed to have all accepted the powers appointment herein upon his execution of the initial Stockholders' Agent hereunder; and, the Stockholders shall promptly deliver a copy of such appointment to the Parentthis Acquisition Agreement.

Appointment of Stockholders’ Agent. Each Stockholder (a) Subject to the last sentence of Section 8.16(a), each of the Stockholders hereby irrevocably appoints Billx Xxx XxxxxxXxxx Xxxxxxxx (the “Stockholders’ Agent”), Xx. (xxrein called the "Stockholders' Agent") as such Stockholders' Agent and his, her or its attorney-in-fact for purposes of sending and receiving notices (other than copies of notices which this Agreement specifies shall be made to take any action required the Stockholders’ Agent and the Stockholders), resolving disputes hereunder, and taking all other actions, subsequent to the Closing Date, which are necessary or permitted advisable to be taken by such Stockholders under carry out the terms purposes of this Agreement, including, without limiting the generality of the foregoing, the giving right (i) to take all action necessary in connection with the indemnification obligations of the Stockholders under Article 6, including the representation of the Stockholders in indemnification proceedings hereunder and receipt the defense or settlement of any notices claims and the making of payments with respect thereto, (ii) to be delivered or received by or on behalf of pay any or all of the Stockholders, the payment of expenses relating to the transactions contemplated by this Agreement, the representation (iii) to take any and all additional action as is contemplated to be taken by or on behalf of the Stockholders in indemnification proceedings hereunder, and the right to waive any of the terms of this Agreement in any respect, whether or not material, and agrees to be bound by any and all actions taken by the Stockholders' ’ Agent on his or her behalfpursuant to this Agreement. Each Stockholder agrees Jointly of the Stockholders acknowledges that this Section 8.16 is intended to have the broadest possible scope for the purpose of promoting the efficient negotiation and severally to indemnify handling of all matters which arise under or in connection with this Agreement. Notwithstanding any other provision of this Agreement, the Stockholders' ’ Agent from is not appointed as the attorney-in-fact for, and against and in respect of shall not have any and all liabilities, damages, claims, costs and expenses, including, but not limited to, attorneys' fees arising out of or due authority to (a) take any action as the Stockholders' Agent and on behalf of, any and all actions, proceedings, demands, assessments Stockholder with respect to a Stockholder’s indemnification obligations under Section 6.2(b) of this Agreement; or judgments, costs and expenses incidental thereto, except to the extent that the same result from bad faith or gross negligence on the part of the Stockholders' Agent. Parent shall be entitled to rely exclusively upon any communications given by the Stockholders' Agent (b) amend this Agreement on behalf of any Stockholder. A majority of the Stockholders may replace the Stockholders’ Agent by written notice to the Purchaser, and shall not be liable for any action taken or not taken in reliance upon the Stockholders' Agent. Except for any notice with regard to a such replacement for Stockholders' Agent pursuant to this Section 5.09, Parent shall be entitled to disregard any notices or communications given or made by Stockholders unless given or made through the deemed a “Stockholders' ’ Agent. In the event that Stockholders' Agent dies, resigns, refuses to act or becomes disabled or unavailable, the Stockholders shall promptly by majority vote in accordance with their prior ownership of the National Stock appoint another Stockholder ” as the substitute Stockholders' Agent to act under this Agreement; such substitute Stockholders' Agent shall have all the powers of the initial Stockholders' Agent hereunder; and, the Stockholders shall promptly deliver a copy of such appointment to the Parentdefined herein.

Appointment of Stockholders’ Agent. Each Stockholder hereby irrevocably appoints Billx Xxx Xxxxxx, Xx. Miles Lenhart (xxrein called the "StockholdersSTOCKHOLDERS' AgentAGENT") as such Stockholders' Agent and the attorney-in-fact to take any action required or permitted to be taken by of such Stockholders under persox, xxxx full power and authority, including power of substitution, acting in the terms name of this Agreement, including, without limiting the generality of the foregoing, the giving and receipt of any notices to be delivered or received by or for and on behalf of such person to amend or waive any provision of this Agreement (including all attachments hereto) and to take all other action under or all of related to this Agreement (including the StockholdersEscrow Agreement), the payment of expenses relating which in their discretion, they may consider necessary or proper to effectuate the transactions contemplated by hereunder or thereunder and to resolve any dispute with the Buyer over any aspect of this Agreement, the representation Agreement or any matter contemplated hereby and on behalf of the Stockholders in indemnification proceedings hereunder, and the right such person to waive enter into any agreement to effectuate any of the terms foregoing which shall have the effect of this Agreement in any respectbinding such person as if such person had personally entered into such an agreement. This appointment and power of attorney shall be deemed as coupled with an interest and all authority conferred hereby shall be irrevocable and shall not (to the extent permitted by applicable law) be subject to termination by operation of law, whether by the death, incapacity, liquidation, dissolution or bankruptcy of any Stockholder, or the occurrence of any other event or events and shall bind all successors. The Stockholders' Agent may not materialterminate this power of attorney with respect to any Stockholder, and or such person's successors or assigns without the consent of Buyer. Each Stockholder agrees to be bound by any and all actions taken by hold the Stockholders' Agent on his or her behalf. Each Stockholder agrees Jointly and severally to indemnify the Stockholders' Agent harmless from and against and in respect of any and all liabilitiesloss, damages, claims, costs and expenses, including, but not limited to, attorneys' fees arising out of damage or due to any action as the Stockholders' Agent and any and all actions, proceedings, demands, assessments or judgments, costs liability and expenses incidental thereto, except to the extent that the same (including legal fees) which such person may sustain as a result from bad faith or gross negligence on the part of the Stockholders' Agent. Parent shall be entitled to rely exclusively upon any communications given by the Stockholders' Agent on behalf of any Stockholders, and shall not be liable for any action taken or not taken in reliance upon the Stockholders' Agent. Except for any notice with regard to a replacement for Stockholders' Agent pursuant to this Section 5.09, Parent shall be entitled to disregard any notices or communications given or made good faith by Stockholders unless given or made through the Stockholders' Agent. In the event that Stockholdersof the death or legal incapacity of Miles Lenhart, then Billy Sasser, without further action, shall become Stockxxxxxxx' Agent dies, resigns, refuses to act or becomes disabled or unavailable, the Stockholders shall promptly by majority vote in accordance with their prior ownership of the National Stock appoint another Stockholder as the substitute Stockholders' Agent to act under this Agreement; such substitute Stockholders' Agent shall have all xxxx xxx xx the powers of the initial Stockholders' Agent hereunder; and, the Stockholders shall promptly deliver a copy of such appointment to the Parentconferred hereby.

Appointment of Stockholders’ Agent. (a) Each Contributing Stockholder hereby irrevocably appoints Billx Xxx Xxxxxx, Xx. (xxrein called the "Stockholders' Agent") as such Stockholders' Agent to act as such Contributing Stockholder's true and lawful attorney-in-fact fact, agent and proxy under this Agreement and the Escrow Agreement, with full power and authority, including power of substitution, acting in the name of and for and on behalf of such Contributing Stockholders (i) to take amend or waive any action required or permitted to be taken by such Stockholders under the terms provision of this Agreement or the Escrow Agreement, including(ii) to terminate this Agreement pursuant to the provisions of Article XI, without limiting the generality of the foregoing, the giving (iii) to execute and receipt of any notices to be delivered or received by or deliver stock powers and stock certificates on behalf of any Contributing Stockholder and (iv) to do all other things and to take all other action under or all of the related to this Agreement that Stockholders, the payment of expenses relating ' Agent may consider necessary or proper to effectuate the transactions contemplated by hereby and to resolve any dispute with Purchaser over any aspect of this AgreementAgreement and, the representation on behalf of the Stockholders in indemnification proceedings hereundersuch Contributing Stockholders, and the right to waive enter into any agreement to effectuate any of the terms foregoing which shall have the effect of this Agreement in any respectbinding such Contributing Stockholders as if such Contributing Stockholders had personally entered into such an agreement; provided, whether or not material, and agrees to be bound by any and that (x) all actions taken or decisions made by the Stockholders' Agent on his or her behalf. Each Stockholder agrees Jointly and severally to indemnify the Stockholders' Agent from and against and in respect of any and all liabilities, damages, claims, costs and expenses, including, but not limited to, attorneys' fees arising out of or due to any action as the Stockholders' Agent and any and all actions, proceedings, demands, assessments or judgments, costs and expenses incidental thereto, except to the extent that the same result from bad faith or gross negligence on the part of the Stockholders' Agent. Parent shall be entitled to rely exclusively upon any communications given by the Stockholders' Agent on behalf of the Contributing Stockholders shall be taken or made in a reasonable manner and (y) no action may be taken by Stockholders' Agent under this appointment which would have the effect of prejudicing the relative rights of any Stockholders, Contributing Stockholder under this Agreement in relation to any other Contributing Stockholder. This appointment and power of attorney shall be deemed as coupled with an interest and all authority conferred hereby shall be irrevocable and shall not be liable for subject to termination by operation of law, whether by the death or incapacity or liquidation or dissolution of any action taken Contributing Stockholder or not taken in reliance upon the Stockholders' Agent. Except for occurrence of any notice with regard to a replacement for other event or events and Stockholders' Agent pursuant may not terminate this power of attorney with respect to this Section 5.09, Parent shall be entitled to disregard any notices Contributing Stockholder or communications given such Contributing Stockholder's successors or made by Stockholders unless given or made through assigns without the Stockholders' Agent. In the event that Stockholders' Agent dies, resigns, refuses to act or becomes disabled or unavailable, the Stockholders shall promptly by majority vote in accordance with their prior ownership written consent of the National Stock appoint another Stockholder as the substitute Contributing Stockholders' Agent to act under this Agreement; such substitute Stockholders' Agent shall have all the powers of the initial Stockholders' Agent hereunder; and, the Stockholders shall promptly deliver a copy of such appointment to the Parent.