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

Securityholder Agent of the Stockholders; Power of Attorney. In the ----------------------------------------------------------- event that the Merger is approved, effective upon such vote, and without further act of any Company Stockholder, X. Xxxxxxx Green shall be appointed as agent and attorney-in-fact (the "Securityholder Agent") for each Company Stockholder (except such stockholders, if any, as shall have perfected their appraisal or dissenters' rights under Delaware Law), for and on behalf of the Company Stockholders, to give and receive notices and communications, to authorize delivery to Parent of shares of Parent Common Stock 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 arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the Company Stockholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Securityholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Fund 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 Escrow Fund. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the Company Stockholders.

Securityholder Agent of the Stockholders; Power of Attorney. In the ----------------------------------------------------------- event that the Merger (i) Andrew Bailey is approved, effective upon such vote, and without further act of any Company Stockholder, X. Xxxxxxx Green shall be hereby appointed as agent and attorneyattoxxxx-inxx-fact (the "Securityholder Agent") xxxx for each Company Stockholder (except such stockholders, if any, as shall have perfected their appraisal or dissenters' rights under Delaware Law)Stockholder, for and on behalf of the Company Stockholders, to act as the Securityholder Agent under the Escrow Agreement and to give and receive notices and communications, to authorize delivery to Parent Buyer of shares of Parent Common Stock Escrow Shares from the Escrow Fund in satisfaction of claims by ParentBuyer, 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 arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoingforegoing in accordance with the terms and provisions of the Escrow Agreement. Such agency may be changed by the Company Stockholders from time to time upon not less than thirty (30) days prior written notice to ParentBuyer; provided that the Securityholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Fund 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 Escrow Fund. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the Company Stockholders.

Securityholder Agent of the Stockholders; Power of Attorney. (i) In the ----------------------------------------------------------- event that the Merger is approved, effective upon such vote, and without further act of any Company Stockholderstockholder, Xxx X. Xxxxxxx Green Xxxxxxxxxxx shall be appointed as agent and attorney-in-fact (the "Securityholder Agent") for each -------------------- stockholder of the Company Stockholder (except such stockholders, if any, as shall have perfected their appraisal or dissenters' rights under Delaware Law), for and on behalf of stockholders of the Company StockholdersCompany, to give and receive notices and communications, to authorize delivery to Parent of shares of Parent Common Stock 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 arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the stockholders of the Company Stockholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Securityholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Fund 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 Escrow Fund. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the Company Stockholdersstockholders of the Company.

Securityholder Agent of the Stockholders; Power of Attorney. (i) In the ----------------------------------------------------------- event that the Merger is approved, effective upon such vote, and without further act of any Company Stockholderstockholder, X. Xxxxx Xxxxxxx Green and Xxxx Xxxxxx shall each be appointed as agent and attorney-in-fact (the each a "Securityholder Agent") for each stockholder of the Company Stockholder (except such -------------------- stockholders, if any, as shall have perfected their appraisal or dissenters' rights under Delaware Law or California Law), for and on behalf of stockholders of the Company StockholdersCompany, to give and receive notices and communications, to authorize delivery to Parent of shares of Parent Common Stock 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 arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the stockholders of the Company Stockholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Securityholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Fund 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 Escrow Fund. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the Company Stockholdersstockholders of the Company.

Securityholder Agent of the Stockholders; Power of Attorney. In the ----------------------------------------------------------- event that the Merger (i) Xxxx Xxxx is approved, effective upon such vote, and without further act of any Company Stockholder, X. Xxxxxxx Green shall be hereby appointed as agent and attorney-in-fact (the "Securityholder Agent") for each Company Stockholder (except such stockholders, if any, as shall have perfected their appraisal or dissenters' rights under Delaware Law), for and on behalf of the Company StockholdersPrincipal Stockholder, to give and receive notices and communications, to authorize delivery to Parent of shares of Parent Common Stock 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 arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the Company Principal Stockholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Securityholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Fund 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 Escrow Fund. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the Company StockholdersPrincipal Stockholders for purposes of this Section 7.2.

Securityholder Agent of the Stockholders; Power of Attorney. (i) In the ----------------------------------------------------------- event that the Merger is approved, effective upon such vote, and without further act of any Company Stockholderstockholder, X. Timoxxx Xxxxxxx Green shall xxxll be appointed as agent and attorney-in-fact (the "Securityholder Agent") for each stockholder of the Company Stockholder (except such stockholders, if any, as shall have perfected their appraisal or dissenters' rights under Delaware Law), for and on behalf of stockholders of the Company StockholdersCompany, to act as the Securityholder Agent under the Escrow Agreement and to give and receive notices and communications, to authorize delivery to Parent of shares of Parent Common Stock Escrow Shares 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 arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoingforegoing in accordance with the terms and provisions of the Escrow Agreement. Such agency may be changed by the stockholders of the Company Stockholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Securityholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Fund 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 Escrow Fund. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the Company Stockholdersstockholders of the Company.

Securityholder Agent of the Stockholders; Power of Attorney. In the ----------------------------------------------------------- event that the Merger is approved, effective upon such vote, and without further act of any Company Stockholder, X. Xxxxxxx Green shall be appointed as agent and attorney-in-fact (the "“Securityholder Agent"”) for each Company Stockholder (except such stockholders, if any, as shall have perfected their appraisal or dissenters' ’ rights under Delaware Law), for and on behalf of the Company Stockholders, to give and receive notices and communications, to authorize delivery to Parent of shares of Parent Common Stock 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 arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the Company Stockholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Securityholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Fund 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 Escrow Fund. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the Company Stockholders.

Securityholder Agent of the Stockholders; Power of Attorney. In (i)In the ----------------------------------------------------------- event that the Merger is approved, effective upon such vote, and without further act of any Company Stockholderstockholder, Robexx X. Xxxxxxx Green shall Xxxxxxx, xxall be appointed as agent and attorney-in-fact (the "Securityholder AgentSECURITYHOLDER AGENT") for each stockholder of the Company Stockholder (except such stockholders, if any, as shall have perfected exercised their appraisal or dissenters' rights under Delaware Law or California Law, as the case may be), for and on behalf of stockholders of the Company StockholdersCompany, to give and receive notices and communications, to authorize delivery to Parent of shares of Parent Common Stock 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 arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the stockholders of the Company Stockholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Securityholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Fund 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 Escrow Fund. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the Company Stockholdersstockholders of the Company.

Securityholder Agent of the Stockholders; Power of Attorney. (i) In the ----------------------------------------------------------- event that the Merger is approved, effective upon such vote, and without further act of any Company Stockholderstockholder, X. Xxxxxxx Green shall Paul Xxxxx xxxll be appointed as the Securityholder Agent and in such capacity act as agent and attorney-in-fact (the "Securityholder Agent") for each stockholder of the Company Stockholder (except such stockholders, if any, as shall have perfected their appraisal or dissenters' rights under Delaware LawLaw with regard to Dissenting Shares), for and on behalf of stockholders of the Company StockholdersCompany, to give and receive notices and communications, to authorize delivery to Parent of shares of Parent Common Stock and 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 arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the stockholders of the Company Stockholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Securityholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Fund 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 Escrow Fund. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the Company Stockholdersstockholders of the Company.