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

Shareholder Agent; Power of Attorney. (i) In the event that the Merger is approved by the Company Shareholders, effective upon such vote, and without any further act of any Company Shareholder, the Shareholder Agent shall be appointed as agent and attorney-in-fact for each Company Shareholder to give and receive notices and communications, to authorize delivery to Parent of 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 Shareholder Agent for the accomplishment of the foregoing. The Shareholder Agent may be changed by the Company Shareholders from time to time upon not less than thirty (30) days' prior written notice to Parent and Escrow Agent; provided that the Shareholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Amount in 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 services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the Company Shareholders.

Shareholder Agent; Power of Attorney. (i) In At the event that the Merger is approved by the Company ShareholdersClosing, effective upon such vote, and without any further act of any Company Shareholder, the Shareholder Agent CNI (Attention: Xxxxxx X. XxxXxxxxxxxx) shall be appointed as agent and attorney-in-fact (the "Shareholder Agent") for each Company Shareholder of FAS, for and on behalf of Shareholders of FAS, to give and receive notices and communications, to authorize delivery to Parent of shares from the Escrow Fund in satisfaction of claims by Parent, communications to object to such deliveriesPurchaser's assertion of its Set-off Right and Direct Right, 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. The Shareholder Agent Such agency may be changed by the Company former Shareholders of FAS from time to time upon not less than thirty (30) days' days prior written notice to Parent and Escrow AgentPurchaser; provided that the Shareholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Amount in the Escrow Fund Shareholders' shares 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 FundShareholders' shares. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the Company ShareholdersShareholders of FAS.

Shareholder Agent; Power of Attorney. (i) In the event that the Merger is approved by the Company Shareholders, effective upon such vote, and without any further act of any Company Shareholder, the each Shareholder Agent shall be appointed as agent and attorney-in-fact for each Company Shareholder Shareholder, for and on behalf of each such Company Shareholder, to give and receive notices and communications, to authorize delivery to Parent of 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 Shareholder Agent for the accomplishment of the foregoing. The Shareholder Agent may be changed by the Company Shareholders from time to time upon not less than thirty (30) days' prior written notice to Parent and Escrow Agent (which notice shall set forth the effective date of the change in Shareholder Agent and the name, notice information and specimen signature of the new Shareholder Agent); provided that the a Shareholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Amount in 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 services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the Company Shareholders.

Shareholder Agent; Power of Attorney. (i) In the event that the Merger is approved by the Company Shareholders, effective upon such voteapproval, and without any further act of any Company Shareholder, the Shareholder Agent shall be appointed as agent and attorney-in-fact for each Company Shareholder Shareholder, for and on behalf of each such Company Shareholder, to give and receive notices and communications, to authorize delivery to Parent any Indemnified Person of shares from the Escrow Fund in satisfaction of claims by Parentan Indemnified Person, 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. The Shareholder Agent may resign upon written notice to Parent and Escrow Agent. The Shareholder Agent may be changed or replaced by the Company Shareholders from time to time upon not less than thirty (30) days' prior written notice to Parent and Escrow Agent; provided that the Shareholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Amount in 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 services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the Company Shareholders.