Common use of Appointment and Replacement Clause in Contracts

Appointment and Replacement. As long as there are shares held in escrow pursuant to this Agreement, the Company Shareholders, and each of them, will be represented by the Indemnification Representative who is empowered to give any and all notices and instructions and take any and all action for and on behalf of the Company Shareholders, and each of them, under this Agreement. The Company Shareholders will have the right to remove the Indemnification Representative and, upon such removal or, in the event of the Indemnification Representative's death or resignation, to appoint as the new Indemnification Representative any Company Shareholder at any time and from time to time during the period when any shares are held in escrow, by a vote of Company Shareholders holding a majority interest in the Indemnification Escrow Shares held in escrow at such time evidenced by a writing executed by such majority Company Shareholders. The appointment of a new Indemnification Representative will be of no force or effect whatsoever upon Parent or the Escrow Agent or otherwise under this Agreement until three days after the later of the dates when Parent or the Escrow Agent is deemed to have received written notice of such appointment, which notice must include at least: (i) the identity and address of the new Indemnification Representative and a statement that such Indemnification Representative has been appointed by a vote of Company Shareholders holding a majority interest in the Indemnification Escrow Shares then held in escrow; (ii) the duly acknowledged signatures of each of the Company Shareholders voting for 8 the new Indemnification Representative; and (iii) a statement that any non-signing Company Shareholder has been notified in writing of the appointment of the new Indemnification Representative. Parent and the Escrow Agent will be entitled to rely on any notice received in such form without conducting an investigation of the contents thereof.

Appointment and Replacement. As long as there are shares held in escrow pursuant to this Agreement, the Company Shareholders, and each of them, will be represented by the Indemnification Representative who is empowered to give any and all notices and instructions and take any and all action for and on behalf The stockholders of the Company Shareholdershereby appoint ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ to act as the Stockholders Representative hereunder and pursuant to the terms of the Escrow Agreement and Registration Rights Agreement with full power and authority to administer the Escrow Amount and Registration Rights Agreement pursuant to the terms of this Agreement and the Escrow Agreement and Registration Rights Agreement. During the period ending upon the date when all obligations under this Agreement have been discharged (including all indemnification obligations pursuant to Article X hereof), the holders of Company Capital Stock who immediately prior to the Effective Date held Company Capital Stock representing an aggregate number of shares of Company Capital Stock which exceeds 50% of the amount of such Company Capital Stock outstanding immediately prior to the Effective Date (a "Majority") may from time to time upon written notice to the Stockholders' Representative and Parent remove the Stockholders' Representative or appoint a new Stockholders' Representative to fill any vacancy created by the death, incapacitation, resignation or removal of the Stockholders' Representative, and each of themif the Stockholders' Representative dies, under this Agreementbecomes incapacitated, resigns or is removed by a Majority, the Majority shall appoint a successor Stockholders' Representative to fill the vacancy so created. The Company Shareholders will If the Majority is required to but has not appointed a successor Stockholders' Representative within 30 days from a request by Parent to appoint a successor Stockholders' Representative, Parent shall have the right to remove appoint a Stockholders' Representative to fill the Indemnification vacancy so created, and shall advise all those who were holders of Company Capital Stock immediately prior to the Effective Date of such appointment by written notice. A copy of any appointment by the Majority of any successor Stockholders' Representative and, upon such removal or, in shall be provided to Parent promptly after it shall have been effected. The adoption of this Agreement and the event approval of the Indemnification Representative's death or resignationMerger by the Company stockholders shall constitute approval of the Escrow Agreement, to appoint as the new Indemnification Representative any Company Shareholder at any time Registration Rights Agreement and from time to time during of all of the period when any shares are held in escrowrespective arrangements relating thereto, by a vote including without limitation the placement of Company Shareholders holding a majority interest in the Indemnification Escrow Shares held Amount in escrow at such time evidenced by a writing executed by such majority Company Shareholders. The appointment of a new Indemnification Representative will be of no force or effect whatsoever upon Parent or the Escrow Agent or otherwise under this Agreement until three days after the later of the dates when Parent or the Escrow Agent is deemed to have received written notice of such appointment, which notice must include at least: (i) the identity and address of the new Indemnification Representative and a statement that such Indemnification Representative has been appointed by a vote of Company Shareholders holding a majority interest in the Indemnification Escrow Shares then held in escrow; (ii) the duly acknowledged signatures of each of the Company Shareholders voting for 8 the new Indemnification Representative; and (iii) a statement that any non-signing Company Shareholder has been notified in writing of the appointment of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ as the new Indemnification Representative. Parent Stockholders' Representative with the authority to act on their behalf as set forth herein and the Escrow Agent will be entitled to rely on any notice received in such form without conducting an investigation of the contents thereoftherein.