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

Stockholder Agent of the Stockholders; Power of Attorney. (i) 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 ------------------ stockholders, if any, as shall have perfected their appraisal or dissenters' rights under Delaware Law), for and on behalf of stockholders of the Company, 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 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 30 days prior written notice to Parent; 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.

Stockholder Agent of the Stockholders; Power of Attorney. (i) In the event that the Merger is approved by the stockholders of the CompanyTarget, effective upon such vote, and without further act of any stockholder, Xxxxxxxx Vivex Xxxxxxx shall xxxll be appointed as agent and attorney-in-fact (the "Stockholder Agent") for each stockholder of the Company Target (except such ------------------ stockholders, if any, as shall have perfected their appraisal or dissenters' rights under Delaware Lawthe DGCL or California Code, if applicable), for and on behalf of stockholders of the CompanyTarget, to give and receive notices and communications, to authorize 52 58 delivery to Parent Acquiror of shares of Parent Acquiror Common Stock from the Escrow Fund in satisfaction of claims by ParentAcquiror, 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 30 thirty (30) days prior written notice to ParentAcquiror; provided ------- provided, however, 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.

Stockholder Agent of the Stockholders; Power of Attorney. (i) 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 Xxxxxxx Xxxxxx XXX shall be appointed as agent and attorney-in-fact (the "Stockholder Agent") for each stockholder of the Company (except such ------------------ stockholders, if any, as shall have perfected their appraisal or dissenters' rights under Delaware LawLaw or the California Code, as applicable), for and on behalf of stockholders of the Company, 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 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 30 thirty (30) days prior written notice to Parent; provided ------- 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 pursuant to Section 9.1 hereof shall constitute notice to or from each of the stockholders of the Company.

Stockholder Agent of the Stockholders; Power of Attorney. (i) 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 Xxxxxx Xxxxxxx shall be appointed as agent and attorney-in-in- fact (the "Stockholder Agent") for each stockholder of the Company (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, 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 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 30 days prior written notice to Parent; 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.