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

Stockholder Agent; Power of Attorney. (i) In the event that the Merger is approved by the Company Stockholders, effective upon such vote, and without any further act of any Company Stockholder, the Stockholder Agent shall be appointed as agent and attorney-in-fact for each Company Stockholder, for and on behalf of each such Principal Stockholder, to give and receive notices and communications, to authorize delivery to (A) Parent of shares from the Escrow Fund in satisfaction of claims by Parent pursuant to the Escrow and Indemnification Agreement or (B) the Company Stockholders of shares from the Employee Escrow Fund pursuant to the Special Purpose Escrow Agreement, 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. The Stockholder Agent may be changed by the Company Stockholders from time to time upon not less than thirty (30) days' prior written notice to Parent and Escrow Agent; provided that the Stockholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Amount or the Employee Escrow Amount in the Escrow Fund or the Employee Escrow Fund, respectively, agree to such removal and to the identity of the substituted 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 or Employee Escrow Fund, as the case may be. 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 Company Stockholders.

Stockholder Agent; Power of Attorney. (i) In the event that the Merger is approved by the Company Stockholders, effective upon such vote, and without any further act of any Company Major Stockholder, the Stockholder Agent shall be appointed as agent and attorney-in-fact for each Company Stockholder, for and on behalf of each such Principal Major Stockholder, to give and receive notices and communications, to authorize delivery to (A) Parent of shares from the Escrow Fund in satisfaction of claims by Parent pursuant to the Escrow and Indemnification Agreement or (B) the Company Stockholders of shares from the Employee Escrow Fund pursuant to the Special Purpose Escrow AgreementParent, 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. The Stockholder Agent may be changed by the Company Major Stockholders from time to time upon not less than thirty (30) days' prior written notice to Parent and Escrow Agent; provided PROVIDED that the Stockholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Amount or the Employee Escrow Amount in the Escrow Fund or the Employee Escrow Fund, respectively, agree to such removal and to the identity of the substituted 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 or Employee Amount in the Escrow Fund, as the case may be. 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 Company Major Stockholders.

Stockholder Agent; Power of Attorney. (ia) In the event that the Merger this Agreement is approved adopted by the Company Stockholders, effective upon such vote, and without any further act of any Company Stockholder, Cor Pijnenburg shall, to the Stockholder Agent shall fullest extent permitted by law, be appointed as agent and attorney-in-fact (the “Stockholder Agent”) for each the Company StockholderStockholders (except such stockholders, if any, as shall have perfected their appraisal or dissenters’ rights under Delaware Law), for and on behalf of each such Principal Stockholderthe Company Stockholders, to give and receive notices and communications, to authorize delivery to (A) Parent of shares from deliver the Escrow Fund in satisfaction of claims by Parent pursuant to the Escrow and Indemnification Agreement or (B) the Company Stockholders of shares from the Employee Escrow Fund pursuant to the Special Purpose Escrow AgreementDispute Notice, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders decision of courts and awards of arbitrators the Arbital Panel in accordance with respect to such claimsSection 1.7, and to take all actions necessary or appropriate in the judgment of the Stockholder Agent for the accomplishment of the foregoing. The Stockholder Agent may be changed removed by the Company Stockholders Majority Stockholder from time to time upon not less than thirty ten (3010) days' Business Days prior written notice to Parent and Escrow Agent; provided that the Stockholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Amount or the Employee Escrow Amount in the Escrow Fund or the Employee Escrow Fund, respectively, agree to such removal and to the identity of the substituted agentParent. 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 or Employee Escrow Fund, as the case may beMajority Stockholder. 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 from the Company Stockholders, severally and not jointly, in accordance with their respective Company Common Stock Ratios, for his reasonable out-of-pocket expenses, including reasonable attorney’s fees, incurred in performing his duties and functions hereunder. 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 Company Stockholders.

Stockholder Agent; Power of Attorney. (i) In the event that the Merger is approved by the Company Stockholdersapproved, effective upon such vote, and without any further act of any Company Stockholderstockholder, the Stockholder Agent Venrock Associates shall be appointed as agent and attorney-in-fact (the "STOCKHOLDER AGENT") for each Company StockholderWhite Amber Stockholder (except such stockholders, if any, as shall have perfected their appraisal or dissenters' rights under Delaware Law), for and on behalf of each such Principal StockholderWhite Amber Stockholders, to give and receive notices and communications, to distribute the Redistribution Shares and otherwise act in accordance with Section 1.10 to authorize delivery to (A) Parent Recruitsoft of shares of Series D Preferred Stock from the Escrow Fund in satisfaction of claims by Parent pursuant to the Escrow and Indemnification Agreement or (B) the Company Stockholders of shares from the Employee Escrow Fund pursuant to the Special Purpose Escrow AgreementRecruitsoft, 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 claimsclaims or claims or other issues regarding the Additional Recruitsoft Share Consideration, and to take all actions necessary or appropriate in the judgment of Stockholder Agent for the accomplishment of the foregoing. The Stockholder Agent Such agency may be changed by the Company White Amber Stockholders from time to time upon not less than thirty (30) days' days prior written notice to Parent and Escrow AgentRecruitsoft; provided that the Stockholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Amount or the Employee Escrow Amount in the Escrow Fund or the Employee Escrow Fund, respectively, agree to such removal and to the identity of the substituted 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 or Employee if the Escrow FundFund has been distributed, as of the case may beAdditional Recruitsoft Share Consideration, if any. 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 shall constitute notice to or from each of the Company White Amber Stockholders.

Stockholder Agent; Power of Attorney. (i) In the event that the Merger is approved by the Company Stockholdersapproved, effective upon such vote, and without any further act of any Company Stockholderstockholder, the Stockholder Agent shall John Xxxxxxxx xxxll be appointed as agent and attorney-in-fact (the "STOCKHOLDER AGENT") for each stockholder of the Company Stockholder(except such stockholders, if any, as shall have perfected their appraisal or dissenters' rights under Delaware Law), for and on behalf of each such Principal Stockholderstockholders of the Company, to give and receive notices and communications, to authorize delivery to (A) Parent of shares of Parent Common Stock from the Escrow Fund in satisfaction of claims by Parent pursuant to the Escrow and Indemnification Agreement or (B) the Company Stockholders of shares from the Employee Escrow Fund pursuant to the Special Purpose Escrow AgreementParent, 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. The Stockholder Agent Such agency may be changed by the stockholders of the Company Stockholders from time to time upon not less than thirty (30) days' days prior written notice to Parent and Escrow AgentParent; provided that the Stockholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Amount or the Employee Escrow Amount in the Escrow Fund or the Employee Escrow Fund, respectively, agree to such removal and to the identity of the substituted 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 or Employee Escrow Fund, as the case may be. 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 shall constitute notice to or from each of the Company Stockholdersstockholders of the Company.

Stockholder Agent; Power of Attorney. (i) In the event that the Merger is approved by the Company Stockholdersapproved, effective upon such vote, and without any further act of any Company Stockholderstockholder, the Stockholder Agent shall Ira Xxxxxxx xxxll be appointed as agent and attorney-in-fact (the "STOCKHOLDER AGENT") for each stockholder of the Company Stockholder(except such stockholders, if any, as shall have perfected their appraisal rights under Delaware Law), for and on behalf of each such Principal Stockholderstockholders of the Company, to give and receive notices and communications, to authorize delivery to (A) Parent of shares of Parent Common Stock from the Escrow Fund in satisfaction of claims by Parent pursuant to the Escrow and Indemnification Agreement or (B) the Company Stockholders of shares from the Employee Escrow Fund pursuant to the Special Purpose Escrow AgreementParent, to object to such deliveries, to agree to, 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 foregoingforegoing and with respect to any other matter arising under this Agreement. The Stockholder Agent Such agency may be changed by the stockholders of the Company Stockholders from time to time upon not less than thirty (30) days' days prior written notice to Parent and Escrow AgentParent; provided that the Stockholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Amount or the Employee Escrow Amount in the Escrow Fund or the Employee Escrow Fund, respectively, agree to such removal and to the identity of the substituted 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 or Employee Escrow Fund. Each such successor Stockholder Agent shall have all the power, authority, rights and privileges hereby conferred upon the original Stockholder Agent, and the term "STOCKHOLDER AGENT" as the case may beused herein shall be deemed to include such successor Stockholder Agent. 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 Company Stockholdersstockholders of the Company.