Common use of Securityholder Agent of the Securityholders; Power of Attorney Clause in Contracts

Securityholder Agent of the Securityholders; Power of Attorney. (i) Jxxxx Xxxxx is hereby appointed by the Securityholders as the “Securityholder Agent” and attorney in fact for each Securityholder, to act for and on behalf of Securityholders in connection with the Escrow Fund, to give and receive notices and communications, to authorize delivery to Parent of cash from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, to agree to negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of an arbitrator with respect to such claims and any and all acts and omissions involving the Securityholders in any way related to or in furtherance of this Agreement and the transactions contemplated hereby or thereby, and to take all actions necessary or appropriate in the judgment of the Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the Securityholders from time to time upon not less than ten (10) days’ prior written notice to Parent; provided that the Securityholder Agent may not be removed unless pursuant to the written vote of holders of a majority in interest of the then-remaining balance of the Escrow Fund (excluding funds reserved for claims submitted by Parent) approving such removal and the identity of the substituted agent. Any vacancy in the position of Securityholder Agent may be filled by approval of the holders of a majority in interest of the then-remaining balance of the Escrow Fund (excluding funds reserved for claims submitted by Parent). No bond will be required of the Securityholder Agent, and the Securityholder Agent will not receive compensation for the Securityholder Agent’s services. Notices or communications to or from the Securityholder Agent will constitute notice to or from each of the Securityholders. Whenever an entity will be serving as Securityholder Agent, such Securityholder Agent will designate in writing a single natural person authorized to act on behalf of the entity in its capacity as the Securityholder Agent, such writing to be delivered to Parent pursuant to the notice provisions of Section 11.1 hereof.

Securityholder Agent of the Securityholders; Power of Attorney. (i) Jxxxx Xxxxx In the event that this Agreement is hereby appointed approved and adopted by the Securityholders Synteni's stockholders, effective upon such consent, and without further act of any stockholder, Xxxxxx Xxxxxx, shall be appointed as agent and attorney-in-fact (the “"Securityholder Agent” and attorney in fact ") for each Securityholder, to act for and on behalf of Securityholders in connection with the Escrow FundSecurityholders, to give and receive notices and communications, to authorize delivery to Parent Incyte of cash shares of Incyte Common from the Escrow Fund in satisfaction of claims by ParentIncyte, to object to such deliveries, to agree to negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of an arbitrator arbitrators with respect to such claims and any and all acts and omissions involving the Securityholders in any way related to or in furtherance of this Agreement and the transactions contemplated hereby or therebyclaims, and to take all actions necessary or appropriate in the judgment of the Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the Securityholders from time to time upon not less than ten thirty (1030) days’ ' prior written notice to ParentIncyte; provided that the Securityholder Agent may not be removed unless pursuant to the written vote of holders of a majority in two-thirds interest of the then-remaining balance of the Escrow Fund (excluding funds reserved for claims submitted by Parent) approving agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Securityholder Agent may be filled by approval of the holders of a majority in interest of the then-remaining balance of the Escrow Fund (excluding funds reserved for claims submitted by Parent)Fund. No bond will shall be required of the Securityholder Agent, and the Securityholder Agent will shall not receive compensation for the Securityholder Agent’s his services. Notices or communications to or from the Securityholder Agent will shall constitute notice to or from each of the Securityholders. Whenever an entity will be serving as Securityholder Agent, such Securityholder Agent will designate in writing a single natural person authorized to act on behalf of the entity in its capacity as the Securityholder Agent, such writing to be delivered to Parent pursuant to the notice provisions of Section 11.1 hereof.

Securityholder Agent of the Securityholders; Power of Attorney. (i) Jxxxx Xxxxx In the event that this Agreement is hereby appointed approved and adopted by the Securityholders Company’s stockholders, effective upon such consent, and without further act of any stockholder, the LLC shall be appointed as agent and attorney-in-fact (the “Securityholder Agent” and attorney in fact ”) for each Securityholder, to act for and on behalf of Securityholders in connection with the Escrow FundSecurityholders, to give and receive notices and communications, to authorize delivery to Parent of cash or shares of Parent Common from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, to agree to negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of an arbitrator with respect to such claims and any and all acts and omissions involving the Securityholders in any way related to or in furtherance of this Agreement and the transactions contemplated hereby or thereby, and to take all actions necessary or appropriate in the judgment of the Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the Securityholders from time to time upon not less than ten (10) days’ prior written notice to Parent; provided that the Securityholder Agent may not be removed unless pursuant to the written vote of holders of a majority in at least one-half interest of the then-remaining balance of the Escrow Fund (excluding funds reserved for claims submitted by Parent) approving such removal and the identity of the substituted agent. Any vacancy in the position of Securityholder Agent may be filled by approval of the holders of a majority in interest of the then-remaining balance of the Escrow Fund (excluding funds reserved for claims submitted by Parent)Fund. No bond will shall be required of the Securityholder Agent, and the Securityholder Agent will shall not receive compensation for the Securityholder Agent’s services. Notices or communications to or from the Securityholder Agent will shall constitute notice to or from each of the Securityholders. Whenever an entity will shall be serving as Securityholder Agent, such Securityholder Agent will shall designate in writing a single natural person authorized to act on behalf of the entity in its capacity as the Securityholder Agent, such writing to be delivered to Parent pursuant to the notice provisions of Section 11.1 hereof.

Securityholder Agent of the Securityholders; Power of Attorney. (i) Jxxxx Xxxxx In the event that this Agreement is hereby appointed approved and adopted by the Securityholders Company’s stockholders, effective upon such consent, and without further act of any stockholder, Xxxxxxx X. Xxxxxx, shall be appointed as agent and attorney-in-fact (the “Securityholder Agent” and attorney in fact ”) for each Securityholder, to act for and on behalf of Securityholders in connection with the Escrow FundSecurityholders, to give and receive notices and communications, to authorize delivery to Parent of cash or shares of Parent Common from the Escrow Fund Funds in satisfaction of claims by Parent, to object to such deliveries, to agree to negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of an arbitrator with respect to such claims and any and all acts and omissions involving the Securityholders in any way related to or in furtherance of this Agreement and the transactions contemplated hereby or thereby, and to take all actions necessary or appropriate in the judgment of the Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the Securityholders from time to time upon not less than ten thirty (1030) days’ prior written notice to Parent; provided that the Securityholder Agent may not be removed unless pursuant to the written vote of holders of at least a majority in two-thirds interest of the then-remaining balance of the Escrow Fund (excluding funds reserved for claims submitted by Parent) Funds approving such removal and the identity of the substituted agent. Any vacancy in the position of Securityholder Agent may be filled by approval of the holders of a majority in interest of the then-remaining balance of the Escrow Fund (excluding funds reserved for claims submitted by Parent)Funds. No bond will shall be required of the Securityholder Agent, and the Securityholder Agent will shall not receive compensation for the Securityholder Agent’s his services. Notices or communications to or from the Securityholder Agent will shall constitute notice to or from each of the Securityholders. Whenever an entity will be serving as Securityholder Agent, such Securityholder Agent will designate in writing a single natural person authorized to act on behalf of the entity in its capacity as the Securityholder Agent, such writing to be delivered to Parent pursuant to the notice provisions of Section 11.1 hereof.