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

Stockholder Agent of the Stockholders; Power of Attorney. (i) Xxxxx Xxxxxxxx shall be appointed as agent and attorney-in-fact (the "Stockholder Agent") for each stockholder of the Company (except such stockholder, if any, as shall have perfected their appraisals and dissenters' rights under Florida Law for and on behalf of the stockholders of the Company, to give and receive notices and communications, to authorize delivery to Acquiror of shares of Acquiror Common Stock from the Escrow Fund in satisfaction of claims by Acquiror, 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 Stockholder Agent for the accomplishment of the foregoing. Such agency may be changed by the stockholders of the Company from time to time upon not less than thirty days prior written notice to Acquiror; PROVIDED, HOWEVER, that the Stockholder Agent may not be removed unless holders of a two-thirds interest in the Escrow Fund agree to such removal and to the identity of the substituted stockholder agent. Any vacancy in the position of Stockholder 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 Stockholder Agent, and the Stockholder Agent shall not receive compensation for his services. Notices or communications to or from the Stockholder Agent shall constitute notice to or from each of the stockholders of the Company. (ii) The Stockholder Agent shall not incur any liability with respect to any action taken or suffered by him or omitted hereunder as Stockholder Agent while acting in good faith and any act done or suffered or omitted hereunder pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Stockholder Agent may, in all questions arising hereunder, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Stockholder Agent based on such advice, the Stockholder Agent shall not be liable to anyone. The Stockholder Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement or the Escrow Agreement against the Stockholder Agent (iii) The Stockholder Agent shall have reasonable access to information about the Company and the reasonable assistance of the Company's officers and employees for purposes of performing his duties and exercising his rights hereunder, provided that the Stockholder Agent shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree in writing to treat such information confidentially).

Stockholder Agent of the Stockholders; Power of Attorney. (i) Xxxxx Xxxxxxxx shall In the event that the this Agreement is adopted by the stockholders of the Company, effective upon such vote, and without further act of any Company Stockholder, Anantakotiraju Vegexxx xxxll, to the fullest extent permitted by law, be appointed as agent and attorney-in-fact (the "Stockholder Agent") for each stockholder of the Company Stockholders (except such stockholderstockholders, if any, as shall have perfected their appraisals and appraisal or dissenters' rights under Florida Delaware Law or the California Code, as applicable), for and on behalf of the stockholders of the CompanyCompany Stockholders, to give and receive notices and communications, to authorize reductions in the Escrow Amount, to determine, object to and approve Earn Out Amounts, to authorize delivery to Acquiror Parent of shares of Acquiror Parent Common Stock from the Escrow Fund in satisfaction of claims by AcquirorParent, 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 Stockholder 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 AcquirorParent; PROVIDEDprovided, HOWEVERhowever, that the Stockholder Agent may not be removed unless holders of a two-thirds interest in the Escrow Fund agree to such removal and to the identity of the substituted stockholder agent. Any vacancy in the position of Stockholder 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 Stockholder Agent, and the Stockholder Agent shall not receive compensation for his services; provided, however, the Stockholder Agent shall be entitled to reimbursement for his reasonable out-of-pocket expenses, including reasonable attorney's fees, incurred in performing his duties and functions hereunder, and shall be entitled to withhold, sell and apply the proceeds of Parent Common Stock or other assets otherwise distributable to Company Stockholders, including amounts distributable at Closing, in such amounts as the Stockholder Agent reasonably deems necessary or appropriate, toward the reimbursement of such expenses and the establishment of reserves for future such expenses. Notices or communications to or from the Stockholder Agent shall constitute constitute, to the fullest extent permitted by law, notice to or from each of the stockholders of the CompanyCompany Stockholders. (ii) The Stockholder Agent shall not incur any liability with respect to any action taken or suffered by him or omitted hereunder as Stockholder Agent while acting in good faith and any act done or suffered or omitted hereunder pursuant to in the advice exercise of counsel shall be conclusive evidence of such good faithreasonable judgment. The Stockholder Agent may, in all questions arising hereunder, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Stockholder Agent based on such advice, the Stockholder Agent shall not be liable to anyone. The Stockholder Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement or the Escrow Agreement against the Stockholder Agent. (iii) The Stockholder Agent shall have reasonable access to information about the Company and Parent, and shall also have the reasonable assistance of the Company's and Parent's officers and employees for purposes of performing his its duties and exercising his its rights hereunder, provided that the Stockholder Agent shall treat confidentially and not disclose any nonpublic information from or about the Company or Parent to anyone (except on a need to know basis to individuals who agree in writing to treat such information confidentially)) without prior consent of Company or Parent, as the case may be.

Stockholder Agent of the Stockholders; Power of Attorney. (i) Xxxxx In the event that the Merger is approved by the stockholders of the Company, effective upon such vote, and without further act of any stockholder, Xxxxxxxx Xxxxxxx shall be appointed as agent and attorney-in-fact (the "Stockholder Agent") for each stockholder of the Company (except such stockholder------------------ stockholders, if any, as shall have perfected their appraisals and appraisal or dissenters' rights under Florida Law Delaware Law), for and on behalf of the stockholders of the Company, to give and receive notices and communications, to authorize delivery to Acquiror Parent of shares of Acquiror Parent Common Stock from the Escrow Fund in satisfaction of claims by AcquirorParent, 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 Stockholder Agent for the accomplishment of the foregoing. Such agency may be changed by the stockholders of the Company from time to time upon not less than thirty 30 days prior written notice to AcquirorParent; PROVIDED, HOWEVER, provided ------- that the Stockholder Agent may not be removed unless holders of a two-thirds ---- interest in the Escrow Fund agree to such removal and to the identity of the substituted stockholder agent. Any vacancy in the position of Stockholder 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 Stockholder Agent, and the Stockholder Agent shall not receive compensation for his services. Notices or communications to or from the Stockholder Agent shall constitute notice to or from each of the stockholders of the Company. (ii) The Stockholder Agent shall not incur be liable for any liability with respect to any action taken or suffered by him act done or omitted hereunder as Stockholder Agent while acting in good faith and any act done or suffered or omitted hereunder pursuant to in the advice exercise of counsel shall be conclusive evidence of such good faith. The Stockholder Agent may, in all questions arising hereunder, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Stockholder Agent based on such advice, the Stockholder Agent shall not be liable to anyone. The Stockholder Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement or the Escrow Agreement against the Stockholder Agent (iii) The Stockholder Agent shall have reasonable access to information about the Company and the reasonable assistance of the Company's officers and employees for purposes of performing his duties and exercising his rights hereunder, provided that the Stockholder Agent shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree in writing to treat such information confidentially)judgment.

Stockholder Agent of the Stockholders; Power of Attorney. (i) Xxxxx Xxxxxxxx In the event that the Merger is approved by the stockholders of the Company, effective upon such vote, and without further act of any stockholder, Xxxx Xxxx shall be appointed as agent and attorney-in-fact (the "Stockholder Agent") for each stockholder of the Company (except such stockholder----------------- stockholders, if any, as shall have perfected their appraisals and appraisal or dissenters' rights under Florida Law Delaware Law), for and on behalf of the stockholders of the Company, to give and receive notices and communications, to authorize delivery to Acquiror Parent of shares of Acquiror Parent Common Stock and New Preferred Stock from the Escrow Fund in satisfaction of claims by AcquirorParent, 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 Stockholder Agent for the accomplishment of the foregoing. Such agency may be changed by the stockholders of the Company from time to time upon not less than thirty (30) days prior written notice to AcquirorParent; PROVIDED, HOWEVER, provided that the ------------- Stockholder Agent may not be removed unless holders of a two-thirds interest in the Escrow Fund (on a share number basis) agree to such removal and to the identity of the substituted stockholder agent. Any vacancy in the position of Stockholder Agent may be filled by approval of the holders of a majority in interest of the Escrow FundFund (on a share number basis). No bond shall be required of the Stockholder Agent, and the Stockholder Agent shall not receive compensation for his his/her services. Notices or communications to or from the Stockholder Agent shall constitute notice to or from each of the stockholders of the Company. (ii) The Stockholder Agent shall not incur be liable for any liability with respect to any action taken or suffered by him act done or omitted hereunder as Stockholder Agent while acting in good faith and any act done or suffered or omitted hereunder pursuant to in the advice exercise of counsel shall be conclusive evidence of such good faith. The Stockholder Agent may, in all questions arising hereunder, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Stockholder Agent based on such advice, the Stockholder Agent shall not be liable to anyone. The Stockholder Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement or the Escrow Agreement against the Stockholder Agent (iii) The Stockholder Agent shall have reasonable access to information about the Company and the reasonable assistance of the Company's officers and employees for purposes of performing his duties and exercising his rights hereunder, provided that the Stockholder Agent shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree in writing to treat such information confidentially)judgment.

Stockholder Agent of the Stockholders; Power of Attorney. (i) Xxxxx Xxxxxxxx Xxxxxx shall be appointed as agent and attorney-in-fact (the "Stockholder Agent") for each stockholder of the Company (except such stockholder, if any, as shall have perfected their appraisals and dissenters' rights under Florida Delaware Law for and on behalf of the stockholders of the Company, to give and receive notices and communications, to authorize delivery to Acquiror of shares of Acquiror Common Stock from the Escrow Fund in satisfaction of claims by Acquiror, 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 Stockholder Agent for the accomplishment of the foregoing. Such agency may be changed by the stockholders of the Company from time to time upon not less than thirty days prior written notice to Acquiror; PROVIDED, HOWEVER, that the Stockholder Agent may not be removed unless holders of a two-thirds interest in the Escrow Fund agree to such removal and to the identity of the substituted stockholder agent. Any vacancy in the position of Stockholder 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 Stockholder Agent, and the Stockholder Agent shall not receive compensation for his services. Notices or communications to or from the Stockholder Agent shall constitute notice to or from each of the stockholders of the Company. (ii) The Stockholder Agent shall not incur any liability with respect to any action taken or suffered by him or omitted hereunder as Stockholder Agent while acting in good faith and any act done or suffered or omitted hereunder pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Stockholder Agent may, in all questions arising hereunder, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Stockholder Agent based on such advice, the Stockholder Agent shall not be liable to anyone. The Stockholder Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement or the Escrow Agreement against the Stockholder Agent (iii) The Stockholder Agent shall have reasonable access to information about the Company and the reasonable assistance of the Company's officers and employees for purposes of performing his duties and exercising his rights hereunder; PROVIDED, provided that the Stockholder Agent shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree in writing to treat such information confidentially).

Stockholder Agent of the Stockholders; Power of Attorney. (i) Xxxxx Xxxxxxxx In the event that the Merger is approved by the stockholders of the Company, effective upon such vote, and without further act of any Escrow Participant, W Capital Partners, L.P. shall be appointed as agent and attorney-in-fact (the "“Stockholder Agent"”) for each stockholder of the Company (except such stockholder, if any, as shall have perfected their appraisals and dissenters' rights under Florida Law for and on behalf of the stockholders of the CompanyEscrow Participants, to give and receive notices and communications, to authorize delivery to Acquiror Acquirer of shares of Acquiror Common Stock cash from the Escrow Fund in satisfaction of claims by AcquirorAcquirer, 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 Stockholder Agent for the accomplishment of the foregoing. Such agency may be changed by the stockholders of the Company Escrow Participants from time to time upon not less than thirty (30) days prior written notice to AcquirorAcquirer and the Stockholder Agent; PROVIDEDprovided, HOWEVERhowever, that the Stockholder Agent may not be removed unless holders of a two-thirds interest in the Escrow Fund agree to such removal and to the identity of the a substituted stockholder agent. Any vacancy in the position of Stockholder 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 Stockholder Agent, and the Stockholder Agent shall not receive compensation for his its services. Notices or communications to or from the Stockholder Agent pursuant to Section 9.1 hereof shall constitute notice to or from each of the stockholders of the Company. (ii) The Stockholder Agent shall not incur any liability with respect to any action taken or suffered by him it or omitted hereunder as Stockholder Agent while acting in good faith and any act done or suffered or omitted hereunder pursuant to in the advice exercise of counsel shall be conclusive evidence of such good faithreasonable judgment. The Stockholder Agent may, in all questions arising hereunder, rely on the advice of counsel or other appropriate advisors and for anything done, omitted or suffered in good faith by the Stockholder Agent based on such advice, the Stockholder Agent shall not be liable to anyone. The Stockholder Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement or the Escrow Agreement Support Agreements against the Stockholder Agent (iii) The Stockholder Agent shall have reasonable access to information about the Company and the reasonable assistance of the Company's officers and employees for purposes of performing his duties and exercising his rights hereunder, provided that the Stockholder Agent shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree in writing to treat such information confidentially).

Stockholder Agent of the Stockholders; Power of Attorney. (i) Xxxxx Xxxxxxxx shall In the event that the Merger is approved by the stockholders of Target, effective upon such vote, and without further act of any stockholder, Vivex Xxxxxxx xxxll be appointed as agent and attorney-in-fact (the "Stockholder Agent") for each stockholder of the Company Target (except such stockholderstockholders, if any, as shall have perfected their appraisals and appraisal or dissenters' rights under Florida Law the DGCL or California Code, if applicable), for and on behalf of the stockholders of the CompanyTarget, to give and receive notices and communications, to authorize 52 58 delivery to Acquiror of shares of Acquiror Common Stock from the Escrow Fund in satisfaction of claims by Acquiror, 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 Stockholder Agent for the accomplishment of the foregoingforegoing and to participate in the defense of Third-Party Claim. Such agency may be changed by the stockholders of the Company Target from time to time upon not less than thirty (30) days prior written notice to Acquiror; PROVIDEDprovided, HOWEVERhowever, that the Stockholder Agent may not be removed unless holders of a two-thirds (2/3) interest in the Escrow Fund agree to such removal and to the identity of the substituted stockholder agentStockholder Agent. Any vacancy in the position of Stockholder 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 Stockholder Agent, and the Stockholder Agent shall not receive compensation for his services. Notices or communications to or from the Stockholder Agent shall constitute notice to or from each of the stockholders of the CompanyTarget. (ii) The Stockholder Agent shall not incur be liable for any liability with respect to any action taken or suffered by him act done or omitted hereunder as Stockholder Agent while acting in good faith and any act done faith, or suffered or omitted hereunder pursuant to acting on the advice of counsel shall be conclusive evidence of such good faithcounsel. The Stockholder Agent mayshall have no duty, obligation or responsibility to expend his personal funds in all questions arising hereunder, rely on the advice support of counsel and for anything done, omitted or suffered in good faith by the Stockholder Agent based on such advice, the Stockholder Agent shall not be liable to anyone. The Stockholder Agent undertakes to perform such duties and only such duties his activities as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement or the Escrow Agreement against the Stockholder Agent. (iii) The Stockholder Agent shall have reasonable access to information about the Company Target and the reasonable assistance of the CompanyTarget's officers and employees for purposes of performing his its duties and exercising his its rights hereunder, provided that the Stockholder Agent shall treat confidentially and not disclose any nonpublic information from or about the Company Target to anyone (except on a need to know basis to individuals who agree in writing to treat such information confidentially).

Stockholder Agent of the Stockholders; Power of Attorney. (i) Xxxxx In the event that the Merger is approved by the stockholders of the Company, effective upon such vote, and without further act of any stockholder, Willxxx Xxxxxxxx Xxxxxx XXX shall be appointed as agent and attorney-in-fact (the "Stockholder Agent") for each stockholder of the Company (except such stockholderstockholders, if any, as shall have perfected their appraisals and appraisal or dissenters' rights under Florida Delaware Law or the California Code, as applicable), for and on behalf of the stockholders of the Company, to give and receive notices and communications, to authorize delivery to Acquiror Parent of shares of Acquiror Parent Common Stock from the Escrow Fund in satisfaction of claims by AcquirorParent, 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 Stockholder Agent for the accomplishment of the foregoing. Such agency may be changed by the stockholders of the Company from time to time upon not less than thirty (30) days prior written notice to AcquirorParent; PROVIDEDprovided, HOWEVERhowever, that the Stockholder Agent may not be removed unless holders of a two-thirds interest in the Escrow Fund agree to such removal and to the identity of the substituted stockholder agent. Any vacancy in the position of Stockholder 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 Stockholder Agent, and the Stockholder Agent shall not receive compensation for his services. Notices or communications to or from the Stockholder Agent pursuant to Section 9.1 hereof shall constitute notice to or from each of the stockholders of the Company. (ii) The Stockholder Agent shall not incur any liability with respect to any action taken or suffered by him or omitted hereunder as Stockholder Agent while acting in good faith and any act done or suffered or omitted hereunder pursuant to in the advice exercise of counsel shall be conclusive evidence of such good faithreasonable judgment. The Stockholder Agent may, in all questions arising hereunder, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Stockholder Agent based on such advice, the Stockholder Agent shall not be liable to anyone. The Stockholder Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement or the Escrow Agreement against the Stockholder Agent. (iii) The Stockholder Agent shall have reasonable access to information about the Company and the reasonable assistance of the Company's officers and employees for purposes of performing his its duties and exercising his its rights hereunder, provided that the Stockholder Agent shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree in writing to treat such information confidentially).

Stockholder Agent of the Stockholders; Power of Attorney. (i) Xxxxx Xxxxxxxx At the meeting of the stockholders of M Company, the holders of a majority of the Minority M Company Common Stock shall be appointed appoint a Person as agent and attorney-in-fact (the "Stockholder Agent") for each stockholder holder of the Minority M Company Common Stock (except such stockholderstockholders, if any, as shall have perfected their appraisals and appraisal or dissenters' rights under Florida Law the DGCL), for and on behalf of the stockholders of the Companysuch stockholders, to give and receive notices and communications, to authorize delivery to Acquiror withdrawal by Orbital of shares of Acquiror Common Stock cash from the escrow fund created from the deposit of the Minority Escrow Fund Amount pursuant to Section 3.10 hereof (the "Minority Escrow Fund") in satisfaction of claims by AcquirorOrbital pursuant to Section 11.2(g) hereof, to object to such deliverieswithdrawals, 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 Stockholder Agent for the accomplishment of the foregoing. Such agency may be changed by the stockholders holders of a majority of the Minority M Company Common Stock from time to time upon not less than thirty 30 days prior written notice to AcquirorT Parent; PROVIDEDprovided, HOWEVERhowever, that the Stockholder Agent may not be removed unless holders of a two-thirds interest in the Minority Escrow Fund agree to such removal and to the identity of the substituted stockholder agent. Any vacancy in the position of Stockholder Agent may be filled by approval of the holders of a majority in interest of the Minority Escrow Fund. No bond shall be required of the Stockholder Agent, and the Stockholder Agent shall not receive compensation for his services. Notices or communications to or from the 60 66 Stockholder Agent shall constitute notice to or from each of the stockholders of holders in interest in the Company. (ii) Minority Escrow Fund. The Stockholder Agent shall not incur be liable for any liability with respect to any action taken or suffered by him act done or omitted hereunder as Stockholder Agent while acting in good faith and any act done or suffered or omitted hereunder pursuant to in the advice exercise of counsel shall be conclusive evidence of such good faith. The Stockholder Agent may, in all questions arising hereunder, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Stockholder Agent based on such advice, the Stockholder Agent shall not be liable to anyone. The Stockholder Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement or the Escrow Agreement against the Stockholder Agent (iii) The Stockholder Agent shall have reasonable access to information about the Company and the reasonable assistance of the Company's officers and employees for purposes of performing his duties and exercising his rights hereunder, provided that the Stockholder Agent shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree in writing to treat such information confidentially)judgment.

Stockholder Agent of the Stockholders; Power of Attorney. (i) Xxxxx Xxxxxxxx In the event that the Merger is approved by the stockholders of the Company, effective upon such vote, and without further act of any stockholder, Xxxxxx Xxxxxxx shall be appointed as agent and attorney-in-in- fact (the "Stockholder Agent") for each stockholder of the Company (except ----------------- such stockholderstockholders, if any, as shall have perfected their appraisals and appraisal or dissenters' rights under Florida Law Delaware Law), for and on behalf of the stockholders of the Company, to give and receive notices and communications, to authorize delivery to Acquiror Parent of shares of Acquiror Parent Common Stock from the Escrow Fund in satisfaction of claims by AcquirorParent, 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 Stockholder Agent for the accomplishment of the foregoing. Such agency may be changed by the stockholders of the Company from time to time upon not less than thirty 30 days prior written notice to AcquirorParent; PROVIDED, HOWEVER, provided that the Stockholder Agent may not be removed unless holders of a two-thirds interest in the Escrow Fund agree to such removal and to the identity of the substituted stockholder agent. Any vacancy in the position of Stockholder 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 Stockholder Agent, and the Stockholder Agent shall not receive compensation for his services. Notices or communications to or from the Stockholder Agent shall constitute notice to or from each of the stockholders of the Company. (ii) The Stockholder Agent shall not incur be liable for any liability with respect to any action taken or suffered by him act done or omitted hereunder as Stockholder Agent while acting in good faith and any act done or suffered or omitted hereunder pursuant to in the advice exercise of counsel shall be conclusive evidence of such good faith. The Stockholder Agent may, in all questions arising hereunder, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Stockholder Agent based on such advice, the Stockholder Agent shall not be liable to anyone. The Stockholder Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement or the Escrow Agreement against the Stockholder Agent (iii) The Stockholder Agent shall have reasonable access to information about the Company and the reasonable assistance of the Company's officers and employees for purposes of performing his duties and exercising his rights hereunder, provided that the Stockholder Agent shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree in writing to treat such information confidentially)judgment.