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

Stockholder Agent; Power of Attorney. (i) By virtue of the adoption of this Agreement and approval of the principal terms of the Merger by the stockholders of the Company, and without further act of any stockholder of the Company, the Company Stockholders shall be deemed to have appointed Xxxxx Xxxxxx as agent and attorney-in-fact (the “Stockholder Agent”) for each Company Stockholder, for and on behalf of the Company Stockholders, to give and receive notices and communications, to authorize delivery to the Indemnified Parties of cash from the Stockholder Escrow Fund (and indirectly the Employee Escrow Fund) in satisfaction of claims by the Indemnified Parties, 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 Company Stockholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Stockholder Agent may not be removed unless holders of a two-thirds interest of the Stockholder Escrow Fund 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 Stockholder Escrow Fund. No bond shall be required of the Stockholder Agent, and the Stockholder Agent shall not receive compensation for his or her 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) By virtue of In the adoption of this Agreement and approval of the principal terms of event that the Merger is approved by the stockholders of the CompanyCompany Stockholders, effective upon such vote, and without any further act of any stockholder of the CompanyCompany Stockholder, the Company Stockholders Stockholder Agent shall be deemed to have appointed Xxxxx Xxxxxx as agent and attorney-in-fact (the “Stockholder Agent”) for each Company Stockholder, for and on behalf of the Company Stockholderseach such Principal Stockholder, to give and receive notices and communications, to authorize delivery to the Indemnified Parties Parent of cash shares from the Stockholder Escrow Fund (and indirectly the Employee Escrow Fund) in satisfaction of claims by the Indemnified PartiesParent, 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 The Stockholder Agent may be changed by the Company Stockholders from time to time upon not less than thirty (30) days days' prior written notice to ParentParent and Escrow Agent; provided that the Stockholder Agent may not be removed unless holders of a two-thirds interest of the Stockholder Escrow Amount in the Escrow Fund 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 Stockholder Escrow Fund. No bond shall be required of the Stockholder Agent, and the Stockholder Agent shall not receive compensation for his or her 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) By virtue of In the adoption of this Agreement and approval of the principal terms of event that the Merger by the stockholders of the Companyis approved, effective upon such vote, and without further act of any stockholder of the Companystockholder, the Company Stockholders Xxxxxxx Xxxxxx shall be deemed to have appointed Xxxxx Xxxxxx 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 stockholders of the Company StockholdersCompany, to give and receive notices and communications, to authorize delivery to the Indemnified Parties Parent of cash shares of Parent Common Stock from the Stockholder Escrow Fund (and indirectly the Employee Escrow Fund) in satisfaction of claims by the Indemnified PartiesParent, 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 Parent; provided provided, that the Stockholder Agent may not be removed unless holders of a two-two- thirds interest of the Stockholder Escrow Fund 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 Stockholder Escrow Fund. No bond shall be required of the Stockholder Agent, and the Stockholder Agent shall not receive compensation for his or her 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) By virtue of In the adoption of this Agreement and approval of the principal terms of event that the Merger by the stockholders of the Companyis approved, effective upon such vote, and without further act of any stockholder of the Companystockholder, the Company Stockholders shall John X. Xxxxxx, XX xxxll be deemed to have appointed Xxxxx Xxxxxx as agent and attorney-in-fact (the “"Stockholder Agent”") for each Company Stockholderholder of Consideration Common shares, for and on behalf of stockholders, to execute the Company StockholdersEscrow Agreement, to give and receive notices and communications, to authorize delivery to the Indemnified Parties Parent of cash shares of Parent Common Stock from the Stockholder Escrow Fund (and indirectly the Employee Escrow Fund) in satisfaction of claims by the Indemnified PartiesParent, 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 Company Stockholders holders of Shares prior to the Effective Time, and after the Effective Time by the former holders of Shares as of the Effective Time from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Stockholder Agent may not be removed unless holders of a two-thirds interest of the Stockholder Escrow Fund agree to such removal and to the identity of the substituted agentremoval. Any vacancy in the position of Stockholder Agent may be filled by approval of the holders of a majority in interest of the Stockholder Escrow Fund. No bond shall be required of the Stockholder Agent, and the Stockholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Stockholder Agent shall constitute notice to or from each of the Company Stockholdersholders of Shares.

Stockholder Agent; Power of Attorney. (i) By virtue of In the adoption of this Agreement and approval of the principal terms of event that the Merger by the stockholders of the Companyis approved, effective upon such vote, and without further act of any stockholder of the Companystockholder, the Company Stockholders shall John X. Xxxxxxxx xxxll be deemed to have appointed Xxxxx Xxxxxx as agent and attorney-in-fact (the “Stockholder Agent”"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 stockholders of the Company StockholdersCompany, to give and receive notices and communications, to authorize delivery to the Indemnified Parties Parent of cash shares of Parent Common Stock from the Stockholder Escrow Fund (and indirectly the Employee Escrow Fund) in satisfaction of claims by the Indemnified PartiesParent, 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 Parent; provided that the Stockholder Agent may not be removed unless holders of a two-thirds interest of the Stockholder Escrow Fund 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 Stockholder Escrow Fund. No bond shall be required of the Stockholder Agent, and the Stockholder Agent shall not receive compensation for his or her 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.