Common use of Resignations; Transfer of Stock Held as Nominee Clause in Contracts

Resignations; Transfer of Stock Held as Nominee. (a) Conexant will cause all of its employees and directors and all of the employees and directors of each other member of the Conexant Group to resign, effective not later than the Time of Distribution, from all boards of directors or similar governing bodies of Washington or any other member of the Washington Group on which they serve, and from all positions as officers of Washington or any other member of the Washington Group in which they serve, except as otherwise specified on Schedule 2.06. Washington will cause all of its employees and directors and all of the employees and directors of each other member of the Washington Group to resign, effective not later than the Time of Distribution, from all boards of directors or similar governing bodies of Conexant or any other member of the Conexant Group on which they serve, and from all positions as officers of Conexant or any other member of the Conexant Group in which they serve, except as otherwise specified on Schedule 2.06. (b) Conexant will cause each of its employees, and each of the employees of the other members of the Conexant Group, who holds stock or similar evidence of ownership of any Washington Group entity as nominee for such entity pursuant to the laws of the country in which such entity is located to transfer such stock or similar evidence of ownership to the Person so designated by Washington to be such nominee as of and after the Time of Distribution. Washington will cause each of its employees, and each of the employees of the other members of the Washington Group, who holds stock or similar evidence of ownership of any Conexant Group entity as nominee for such entity pursuant to the laws of the country in which such entity is located to transfer such stock or similar evidence of ownership to the Person so designated by Conexant to be such nominee as of and after the Time of Distribution. (c) Conexant will cause each of its employees and each of the employees of the other members of the Conexant Group to revoke or withdraw their express written authority, if any, to act on behalf of any Washington Group entity as an agent or representative therefor after the Time of Distribution. Washington will cause each of its employees and each of the employees of the other members of the Washington Group to revoke or withdraw their express written authority, if any, to act on behalf of any Conexant Group entity as an agent or representative therefor after the Time of Distribution.

Resignations; Transfer of Stock Held as Nominee. (a) Conexant will cause all of its employees and directors and all of the employees and directors of each other member of the Conexant Group to resign, effective not later than the Time of Distribution, from all boards of directors or similar governing bodies of Washington Mindspeed or any other member of the Washington Mindspeed Group on which they serve, and from all positions as officers of Washington Mindspeed or any other member of the Washington Mindspeed Group in which they serve, except as otherwise specified on Schedule 2.06. Washington Mindspeed will cause all of its employees and directors and all of the employees and directors of each other member of the Washington Mindspeed Group to resign, effective not later than the Time of Distribution, from all boards of directors or similar governing bodies of Conexant or any other member of the Conexant Group on which they serve, and from all positions as officers of Conexant or any other member of the Conexant Group in which they serve, except as otherwise specified on Schedule 2.06. (b) Conexant will cause each of its employees, and each of the employees of the other members of the Conexant Group, who holds stock or similar evidence of ownership of any Washington Mindspeed Group entity as nominee for such entity pursuant to the laws of the country in which such entity is located to transfer such stock or similar evidence of ownership to the Person so designated by Washington Mindspeed to be such nominee as of and after the Time of Distribution. Washington Mindspeed will cause each of its employees, and each of the employees of the other members of the Washington Mindspeed Group, who holds stock or similar evidence of ownership of any Conexant Group entity as nominee for such entity pursuant to the laws of the country in which such entity is located to transfer such stock or similar evidence of ownership to the Person so designated by Conexant to be such nominee as of and after the Time of Distribution. (c) Conexant will cause each of its employees and each of the employees of the other members of the Conexant Group to revoke or withdraw their express written authority, if any, to act on behalf of any Washington Mindspeed Group entity as an agent or representative therefor after the Time of Distribution. Washington Mindspeed will cause each of its employees and each of the employees of the other members of the Washington Mindspeed Group to revoke or withdraw their express written authority, if any, to act on behalf of any Conexant Group entity as an agent or representative therefor after the Time of Distribution.

Resignations; Transfer of Stock Held as Nominee. (a) Conexant Rockwell will cause all of its employees and directors and all of the employees and directors of each other member of the Conexant Rockwell Group to resign, effective not later than the Time of Distribution, from all boards of directors or similar governing bodies of Washington the Company or any other member of the Washington Company Group on which they serve, and from all positions as officers of Washington the Company or any other member of the Washington Company Group in which they serve, except as otherwise specified on Schedule 2.063.6. Washington The Company will cause all of its employees and directors and all of the employees and directors of each other member of the Washington Company Group to resign, effective not later than the Time of Distribution, from all boards of directors or similar governing bodies of Conexant or any other member of the Conexant Group on which they serve, and from all positions as officers of Conexant or any other member of the Conexant Group in which they serve, except as otherwise specified on Schedule 2.06.of (b) Conexant Rockwell will cause each of its employees, and each of the employees of the other members of the Conexant Rockwell Group, who holds stock stock, or similar evidence of ownership ownership, of any Washington Company Group entity as nominee for such entity pursuant to the laws of the country in which such entity is located to transfer such stock stock, or similar evidence of ownership ownership, to the Person so designated by Washington the Company to be such nominee as of and after the Time of Distribution. Washington The Company will cause each of its employees, and each of the employees of the other members of the Washington Company Group, who holds stock stock, or similar evidence of ownership ownership, of any Conexant Rockwell Group entity as nominee for such entity pursuant to the laws of the country in which such entity is located to transfer such stock stock, or similar evidence of ownership ownership, to the Person so designated by Conexant Rockwell to be such nominee as of and after the Time of Distribution. (c) Conexant Rockwell will cause each of its employees and each of the employees of the other members of the Conexant Rockwell Group to revoke or withdraw their express written authority, if any, to act on behalf of any Washington Company Group entity as an agent or representative therefor after the Time of Distribution. Washington The Company will cause each of its employees and each of the employees of the other members of the Washington Company Group to revoke or withdraw their express written authority, if any, to act on behalf of any Conexant Rockwell Group entity as an agent or representative therefor after the Time of Distribution.

Resignations; Transfer of Stock Held as Nominee. (a) Conexant Fortune will cause all of its employees and directors and all of the employees and directors of each other member of the Conexant Fortune Group to resign, effective not later than the Time of Distribution, from all boards of directors or similar governing bodies of Washington ACCO or any other member of the Washington ACCO Group on which they serve, and from all positions as officers of Washington ACCO or any other member of the Washington ACCO Group in which they serve, except as otherwise specified on Schedule 2.062.06(a). Washington ACCO will cause all of its employees and directors and all of the employees and directors of each other member of the Washington ACCO Group to resign, effective not later than the Time of Distribution, from all boards of directors or similar governing bodies of Conexant Fortune or any other member of the Conexant Fortune Group on which they serve, and from all positions as officers of Conexant Fortune or any other member of the Conexant Fortune Group in which they serve, except as otherwise specified on Schedule 2.062.06(a). (b) Conexant Fortune will cause each of its employees, and each of the employees of the other members of the Conexant Fortune Group, who holds stock or similar evidence of ownership of any Washington ACCO Group entity as nominee for such entity pursuant to the laws of the country in which such entity is located to transfer such stock or similar evidence of ownership to the Person so designated by Washington ACCO to be such nominee as of and after the Time of Distribution. Washington ACCO will cause each of its employees, and each of the employees of the other members of the Washington ACCO Group, who holds stock or similar evidence of ownership of any Conexant Fortune Group entity as nominee for such entity pursuant to the laws of the country in which such entity is located to transfer such stock or similar evidence of ownership to the Person so designated by Conexant Fortune to be such nominee as of and after the Time of Distribution. (c) Conexant Fortune will cause each of its employees and each of the employees of the other members of the Conexant Fortune Group to revoke or withdraw their express written authority, if any, to act on behalf of any Washington ACCO Group entity as an agent or representative therefor after the Time of Distribution. Washington ACCO will cause each of its employees and each of the employees of the other members of the Washington ACCO Group to revoke or withdraw their express written authority, if any, to act on behalf of any Conexant Fortune Group entity as an agent or representative therefor after the Time of Distribution.

Resignations; Transfer of Stock Held as Nominee. (a) Conexant Rockwell will cause all of its employees and directors and all of the employees and directors of each other member of the Conexant Rockwell Group to resign, effective not later than the Time of Distribution, from all boards of directors or similar governing bodies of Washington the Company or any other member of the Washington Company Group on which they serve, and from all positions as officers of Washington the Company or any other member of the Washington Company Group in which they serve, except as otherwise specified on Schedule 2.063.6. Washington The Company will cause all of its employees and directors and all of the employees and directors of each other member of the Washington Company Group to resign, effective not later than the Time of Distribution, from all boards of directors or similar governing bodies of Conexant Rockwell or any other member of the Conexant Rockwell Group on which they serve, and from all positions as officers of Conexant Rockwell or any other member of the Conexant Rockwell Group in which they serve, except as otherwise specified on Schedule 2.063.6. (b) Conexant Rockwell will cause each of its employees, and each of the employees of the other members of the Conexant Rockwell Group, who holds stock stock, or similar evidence of ownership ownership, of any Washington Company Group entity as nominee for such entity pursuant to the laws of the country in which such entity is located to transfer such stock stock, or similar evidence of ownership ownership, to the Person so designated by Washington the Company to be such nominee as of and after the Time of Distribution. Washington The Company will cause each of its employees, and each of the employees of the other members of the Washington Company Group, who holds stock stock, or similar evidence of ownership ownership, of any Conexant Rockwell Group entity as nominee for such entity pursuant to the laws of the country in which such entity is located to transfer such stock stock, or similar evidence of ownership ownership, to the Person so designated by Conexant Rockwell to be such nominee as of and after the Time of Distribution. (c) Conexant Rockwell will cause each of its employees and each of the employees of the other members of the Conexant Rockwell Group to revoke or withdraw their express written authority, if any, to act on behalf of any Washington Company Group entity as an agent or representative therefor after the Time of Distribution. Washington The Company will cause each of its employees and each of the employees of the other members of the Washington Company Group to revoke or withdraw their express written authority, if any, to act on behalf of any Conexant Rockwell Group entity as an agent or representative therefor after the Time of Distribution.

Resignations; Transfer of Stock Held as Nominee. (a) Conexant Rockwell will cause all of its employees and directors and all of the employees and directors of each other member of the Conexant Rockwell Group to resign, effective not later than the Time of Distribution, from all boards of directors or similar governing bodies of Washington Automotive or any other member of the Washington Automotive Group on which they serve, and from all positions as officers of Washington Automotive or any other member of the Washington Automotive Group in which they serve, except as otherwise specified on Schedule 2.063.6. Washington Automotive will cause all of its employees and directors and all of the employees and directors of each other member of the Washington Group to resign, effective not later than the Time of Distribution, from all boards of directors or similar governing bodies of Conexant or any other member of the Conexant Group on which they serve, and from all positions as officers of Conexant or any other member of the Conexant Group in which they serve, except as otherwise specified on Schedule 2.06.directors (b) Conexant Rockwell will cause each of its employees, and each of the employees of the other members of the Conexant Rockwell Group, who holds stock stock, or similar evidence of ownership ownership, of any Washington Automotive Group entity as nominee for such entity pursuant to the laws of the country in which such entity is located to transfer such stock stock, or similar evidence of ownership ownership, to the Person so designated by Washington Automotive to be such nominee as of and after the Time of Distribution. Washington Automotive will cause each of its employees, and each of the employees of the other members of the Washington Automotive Group, who holds stock stock, or similar evidence of ownership ownership, of any Conexant Rockwell Group entity as nominee for such entity pursuant to the laws of the country in which such entity is located to transfer such stock stock, or similar evidence of ownership ownership, to the Person so designated by Conexant Rockwell to be such nominee as of and after the Time of Distribution. (c) Conexant Rockwell will cause each of its employees and each of the employees of the other members of the Conexant Rockwell Group to revoke or withdraw their express written authority, if any, to act on behalf of any Washington Automotive Group entity as an agent or representative therefor after the Time of Distribution. Washington Automotive will cause each of its employees and each of the employees of the other members of the Washington Automotive Group to revoke or withdraw their express written authority, if any, to act on behalf of any Conexant Rockwell Group entity as an agent or representative therefor after the Time of Distribution.

Resignations; Transfer of Stock Held as Nominee. (a) Conexant Acacia will cause all of its employees and directors and all of the employees and directors of each other member of the Conexant Acacia Group to resign, effective not later than the Time of Distribution, from all boards of directors or similar governing bodies of Washington CombiMatrix or any other member of the Washington CombiMatrix Group on which they serve, and from all positions as officers of Washington CombiMatrix or any other member of the Washington CombiMatrix Group in which they serve, except as otherwise specified on Schedule 2.062.05. Washington CombiMatrix will cause all of its employees and directors and all of the employees and directors of each other member of the Washington CombiMatrix Group to resign, effective not later than the Time of Distribution, from all boards of directors or similar governing bodies of Conexant Acacia or any other member of the Conexant Acacia Group on which they serve, and from all positions as officers of Conexant Acacia or any other member of the Conexant Acacia Group in which they serve, except as otherwise specified on Schedule 2.062.05. (b) Conexant Acacia will cause each of its employees, and each of the employees of the other members of the Conexant Acacia Group, who holds stock or similar evidence of ownership of any Washington CombiMatrix Group entity as nominee for such entity pursuant to the laws of the country in which such entity is located to transfer such stock or similar evidence of ownership to the Person so designated by Washington CombiMatrix to be such nominee as of and after the Time of Distribution. Washington CombiMatrix will cause each of its employees, and each of the employees of the other members of the Washington CombiMatrix Group, who holds stock or similar evidence of ownership of any Conexant Acacia Group entity as nominee for such entity pursuant to the laws of the country in which such entity is located to transfer such stock or similar evidence of ownership to the Person so designated by Conexant Acacia to be such nominee as of and after the Time of Distribution. (c) Conexant Acacia will cause each of its employees and each of the employees of the other members of the Conexant Acacia Group to revoke or withdraw their express written authority, if any, to act on behalf of any Washington CombiMatrix Group entity as an agent or representative therefor after the Time of Distribution. Washington CombiMatrix will cause each of its employees and each of the employees of the other members of the Washington CombiMatrix Group to revoke or withdraw their express written authority, if any, to act on behalf of any Conexant Acacia Group entity as an agent or representative therefor after the Time of Distribution.