Common use of Shareholder Agent of the Shareholders; Power of Attorney Clause in Contracts

Shareholder Agent of the Shareholders; Power of Attorney. (i) In the event that the Merger is approved, effective upon such vote, and without further act of any Shareholder, Xxxxx A.S. Xxxxx shall be appointed as agent and attorney-in-fact (the "Shareholder Agent") for each Shareholder (except such Shareholders, if any, as shall have perfected their appraisal or dissenters' rights under Iowa Law), for and on behalf of the Shareholders, 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 Shareholder Agent for the accomplishment of the foregoing. Such agency may be changed by the Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Shareholder 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 Shareholder 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 Shareholder Agent, and the Shareholder Agent shall not receive compensation for his or her services; provided, however, that, subject to the Indemnified Parties' claims for indemnification against the Escrow Fund prior to the distribution of the Escrow Fund pursuant to Section 7.2(d) hereof, the -------------- Shareholder Agent shall be entitled to all reasonable and documented out-of-pocket expenses incurred in service in his capacity from the Escrow Fund prior to any payments to the Shareholders. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the Shareholders.

Shareholder Agent of the Shareholders; Power of Attorney. (i) In the event that the Merger is approvedapproved by the Shareholders, effective upon such vote, and without further act of any Shareholder, Xxxxx A.S. Xxxxx Michael Canning shall be appointed as agent and attorney-in-fact for exxx Xxxxxxxxxxx (the "Shareholder AgentSHAREHOLDER AGENT") for each Shareholder (except such Shareholders, if any, as shall have perfected their appraisal or dissenters' rights under Iowa California Law), for and on behalf of the Shareholders, 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 the Shareholder Agent for the accomplishment of the foregoing. Such agency may be changed by the Shareholders from time to time upon not less than thirty (30) days days' prior written notice to Parent; provided that the Shareholder Agent may not be changed or removed unless holders of a two-thirds interest of the Escrow Fund agree to such removal and to the identity of the a substituted agent. Any vacancy in the position of Shareholder 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 Shareholder Agent, and the Shareholder Agent shall not receive compensation for his or her its services; provided, however, that, subject to that the Indemnified Parties' claims for indemnification against the Escrow Fund prior to the distribution of the Escrow Fund pursuant to Section 7.2(d) hereof, the -------------- Shareholder Agent shall be entitled to all reasonable and documented out-of-pocket expenses not exceeding $20,000 as incurred in service in his its capacity as Shareholder Agent from the Escrow Fund and after all Losses of the Indemnified Parties required to be indemnified under this Agreement have been reimbursed to them out of the Escrow Fund in accordance with this Agreement and the Escrow Agreement, but prior to the distribution of the Escrow Fund to Shareholders pursuant to the Escrow Agreement, any payments to reasonable expenses in excess of $20,000 shall be reimbursed first from the Escrow Fund at the Termination Date if the Escrow Fund has sufficient balance, and then from the Shareholders. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the Shareholders.

Shareholder Agent of the Shareholders; Power of Attorney. (i) In Effective on the event that the Merger is approveddate hereof, effective upon such vote, and without further act of any Shareholder, Xxxxx A.S. Xxxxx shall be appointed each Company Shareholder hereby appoints Xxxx Xxxxxxxxx as agent and attorney-in-fact (the "Shareholder Agent") for each Shareholder (except such Shareholders, if any, as shall have perfected their appraisal or dissenters' rights under Iowa Law), for and on behalf of the Shareholderseach Company Shareholder, to give and receive notices and communications, to authorize delivery to Parent of shares of Parent Common Stock from the Escrow Indemnification 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, to enter into amendments and supplements to this Agreement or any ancillary agreement, and to take all actions necessary or appropriate in the judgment of the Shareholder Agent for the accomplishment of the foregoing. Such agency may be changed by the Company Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided provided, however, that the Shareholder Agent may not be removed unless holders of a two-thirds more than fifty percent (50%) interest of in the Escrow Indemnification Fund agree to such removal and to the identity of the substituted shareholder agent. In addition, Shareholder Agent may resign as Shareholder Agent upon thirty (30) days prior written notice to Parent and the Company Shareholders, provided that such resignation shall not be effective until a successor Shareholder Agent is elected by the Company Shareholders in accordance with this Agreement. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest more that fifty percent (50%) of the Escrow Indemnification Fund. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not receive compensation for his or her services; provided, however, that, subject to the Indemnified Parties' claims for indemnification against the Escrow Fund prior to the distribution of the Escrow Fund pursuant to Section 7.2(d) hereof, the -------------- Shareholder Agent shall be entitled to all reasonable and documented out-of-pocket expenses incurred in service in his capacity from the Escrow Fund prior to any payments to the Shareholders. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the Company Shareholders.

Shareholder Agent of the Shareholders; Power of Attorney. (i) In the event that the Merger is approved, effective upon such vote, and without further act of any Shareholder, Xxxxx A.S. Xxxxx shall Greg Xxxxxxxx xxxll be appointed as agent and attorney-in-fact (the "Shareholder Agent") for each Shareholder (except such Shareholders, if any, as shall have perfected their appraisal or dissenters' rights under Iowa California Law), for and on behalf of the Shareholders, 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 Shareholder Agent for the accomplishment of the foregoing. Such agency may be changed by the Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Shareholder 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 Shareholder 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 Shareholder Agent, and the Shareholder Agent shall not receive compensation for his or her services; provided, however, that, subject to the Indemnified Parties' claims for indemnification against the Escrow Fund prior to the distribution of the Escrow Fund pursuant to Section 7.2(d7.2(c) hereof, the -------------- Shareholder Agent shall be entitled to all reasonable and documented out-of-pocket expenses incurred in service in his capacity from the Escrow Fund prior to any payments to the Shareholders. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the Shareholders.

Shareholder Agent of the Shareholders; Power of Attorney. (i) In the event that the Merger is approved, effective upon such vote, and without further act of any Shareholder, Xxxxx A.S. Xxxxx shall be appointed as agent and attorney-in-fact (the "Shareholder Agent") for each Shareholder (except such Shareholders, if any, as shall have perfected their appraisal or dissenters' rights under Iowa Law), for and on behalf of the Shareholders, 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 Shareholder Agent for the accomplishment of the foregoing. Such agency may be changed by the Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Shareholder 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 Shareholder 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 Shareholder Agent, and the Shareholder Agent shall not receive compensation for his or her services; provided, however, that, subject to the Indemnified Parties' claims for indemnification against the Escrow Fund prior to the distribution of the Escrow Fund pursuant to Section 7.2(d) hereof, the -------------- Shareholder Agent shall be entitled to all reasonable and documented out-of-of- pocket expenses incurred in service in his capacity from the Escrow Fund prior to any payments to the Shareholders. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the Shareholders.