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

Shareholder Agent; Power of Attorney. (i) If the Merger is approved by the shareholders of the Company, effective upon such vote, and without further act of any shareholder, Xxxxxxxx X. Xxxxxxxx shall be appointed as agent and attorney-in-fact for and on behalf of the Company Shareholders (the “Shareholders Agent”) for each Company Shareholder (except shareholders, if any, as shall have perfected their appraisal or dissenters’ rights under applicable Law), for and on behalf of Company Shareholders, to give and receive notices and communications, to authorize delivery to Parent of cash and shares of Parent Common Stock from the Escrow Fund in satisfaction of claims by Parent, to object to such claims, to agree to, negotiate and enter into settlements and compromises of claims, to demand, prosecute and defend arbitration and to comply with orders of courts and determinations and awards of arbitrators with respect to 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 Company Shareholders from time to time upon not less than fifteen (15) calendar days’ prior written notice to Parent; provided, however, that the Shareholder Agent may not be removed unless holders of a majority in interest of the Escrow Fund agree to such removal. 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 services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each Company Shareholder.

Shareholder Agent; Power of Attorney. (ia) If In the event that the Merger is approved by the shareholders of the CompanyCompany Shareholders, effective upon such voteapproval, and without any further act of any shareholderCompany Shareholder, Xxxx Xxxxxxxx X. Xxxxxxxx (the "Shareholder Agent") shall be be, and hereby is, appointed as agent and attorney-in-fact for and on behalf of the Company Shareholders (the “Shareholders Agent”) for each Company Shareholder (except shareholders, if any, as shall have perfected their appraisal or dissenters’ rights under applicable Law)Shareholder, for and on behalf of each such Company Shareholders, Shareholder to give and receive notices and communications, to authorize delivery to Parent any Indemnified Person of cash and shares of Parent Common Stock from the Escrow Fund in satisfaction of claims by Parentan Indemnified Person, to execute stock powers on behalf of such Company Shareholders as required by the Escrow Agreement, to object to such claimsdeliveries, to agree to, negotiate and negotiate, enter into settlements and compromises of claimsof, to demand, prosecute and defend demand arbitration and to comply with orders of courts and determinations 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 The Shareholder Agent may resign upon written notice to RIMG and Escrow Agent. The Shareholder Agent may be changed or replaced by the Company Shareholders from time to time upon not less than fifteen thirty (1530) calendar days’ ' prior written notice to ParentRIMG and Escrow Agent; provided, however, provided that the Shareholder Agent may not be removed unless holders of a majority in two-thirds interest of the Escrow Fund agree to such removalremoval 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 services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the Company ShareholderShareholders.

Shareholder Agent; Power of Attorney. (i) If In the event that the Merger is approved by the shareholders of the CompanyTarget, effective upon such vote, and without further act of any shareholder, Xxxxxxxx X. Xxxxxxxx Xxxxxxx Xxxxx shall be appointed as agent and attorney-in-fact for and on behalf of the Company Shareholders (the “Shareholders Agent”"SHAREHOLDER AGENT") for each Company Shareholder of Target (except such shareholders, if any, as shall have perfected their appraisal or dissenters’ ' rights under applicable Lawthe California Code), for and on behalf of Company Shareholdersshareholders of Target, to give and receive notices and communications, to authorize delivery to Parent Acquiror of cash and shares of Parent Acquiror Common Stock from the Escrow Fund in satisfaction of claims by ParentAcquiror, to object to such claimsdeliveries, to agree to, negotiate and negotiate, enter into settlements and compromises of claimsof, to demand, prosecute and defend demand arbitration and to comply with orders of courts and determinations 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 Company Shareholders shareholders of Target from time to time upon not less than fifteen (15) calendar days’ 30 days prior written notice to ParentAcquiror; providedPROVIDED, howeverHOWEVER, that the Shareholder Agent may not be removed unless holders of a majority two-thirds interest in interest of the Escrow Fund agree to such removalremoval and to the identity of the substituted Shareholder 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 services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each Company Shareholderof the shareholders of Target.

Shareholder Agent; Power of Attorney. (i) If In the event that the Merger is approved by the shareholders of the Companyapproved, effective upon such vote, and without further act of any shareholder, Xxxxxxxx X. Xxxxxxxx Xxxxxxx Xxxxxxxxx shall be appointed as agent and attorney-in-fact (the "SHAREHOLDER AGENT") for and on behalf each shareholder of the Company Shareholders (the “Shareholders Agent”) for each Company Shareholder (except such shareholders, if any, as shall have perfected their appraisal or dissenters’ ' rights under applicable California Law), for and on behalf of Company Shareholdersshareholders of the Company, to give and receive notices and communications, to authorize delivery to Parent of cash and shares of Parent Common Stock from the Escrow Fund in satisfaction of claims by Parent, to object to such claimsdeliveries, to agree to, negotiate and negotiate, enter into settlements and compromises of claimsof, to demand, prosecute and defend demand arbitration and to comply with orders of courts and determinations 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 of the Company Shareholders from time to time upon not less than fifteen thirty (1530) calendar days’ days prior written notice to Parent; provided, however, provided that the Shareholder Agent may not be removed unless holders of a majority in two-thirds interest of the Escrow Fund agree to such removalremoval 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 its services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each Company Shareholderof the shareholders of the Company.