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

Stockholder Representative; Power of Attorney. (a) By virtue of the adoption of this Agreement and the approval of the Merger by the Stockholders, each Stockholder (regardless of whether or not such Stockholder votes in favor of the adoption of the Agreement and the approval of the Merger, whether at a meeting or by written consent in lieu thereof) hereby initially appoints, as of the date of this Agreement, Xxx Xxxxxx (together with his permitted successors, the “Stockholder Representative”), as his, her or its true and lawful agent and attorney-in-fact to enter into any agreement in connection with the transactions contemplated by this Agreement and any transactions contemplated by the Escrow Agreement, and to: (i) give and receive notices and communications to or from Parent (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by such Stockholders individually), (ii) authorize deliveries to Parent of cash from (A) the Working Capital Escrow Amount to provide a source of funding to Parent for any Working Capital Deficiency and (B) the Indemnity Escrow Amount in satisfaction of claims asserted by Parent (on behalf of itself or any other Indemnified Party, including by not objecting to such claims), (iii) object to such claims pursuant to Section 10.4, (iv) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims, (v) assert, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party, against any such Stockholder or by any such Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Stockholder, in each case relating to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby, (vi) amend this Agreement, the Escrow Agreement or any other agreement referred to herein or contemplated hereby, and (vii) take all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Indemnity Escrow Amount upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall receive no compensation for his services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Stockholders.

Stockholder Representative; Power of Attorney. (a) By virtue of the adoption of this Agreement and the approval of the Merger by the StockholdersStockholders and by virtue each Non-Exercising Payee being permitted to participate in the Merger as set forth in Section 7.13(b)(ii), each Stockholder (regardless of whether or not such Stockholder votes in favor of the adoption of the Agreement and the approval of the Merger, whether at a meeting or by written consent in lieu thereof) and each Non-Exercising Payee hereby initially appoints, as of the date of this Agreement, Xxx Xxxxxx (together with his permitted successors, the “Stockholder Representative”)Xxxx, as his, her or its true and lawful agent and attorney-in-fact to enter into any agreement in connection with the transactions contemplated by this Agreement and any transactions contemplated by the Escrow Agreement, and to: (i) give and receive notices and communications to or from Parent (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by such Stockholders or Non-Exercising Payee individually), ; (ii) authorize deliveries to Parent of cash from (A) the Working Capital Escrow Amount to provide a source of funding to Parent for any Working Capital Deficiency and (B) the Indemnity Escrow Amount Account in satisfaction of claims asserted by Parent (on behalf of itself or any other Indemnified Party, including by not objecting to such claims), ; (iii) object to such claims pursuant to Section 10.4, ; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims, ; (v) assert, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party, against any such Stockholder or Non-Exercising Payee or by any such Stockholder or Non-Exercising Payee against any Indemnified Party or any dispute between any Indemnified Party and any such StockholderStockholder or Non-Exercising Payee, in each case relating to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby, ; (vi) amend this Agreement, the Escrow Agreement or any other agreement referred to herein or contemplated hereby, ; and (vii) take all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Indemnity Escrow Amount Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall receive no compensation for his services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the StockholdersStockholders and Non-Exercising Payees.

Stockholder Representative; Power of Attorney. (a) By Each Principal Stockholder and, by virtue of the adoption of this Agreement and the approval of the Merger by the Stockholders, each other Stockholder (regardless of whether or not such other Stockholder votes in favor of the adoption of the this Agreement and the approval of the Merger, whether at a meeting or by written consent in lieu thereof) ), hereby initially appoints, as of the date of this Agreement, Xxx Xxxxxx Xxxx X. XxXxxxxxx, Xx. (together with his permitted successors, the “"Stockholder Representative”"), as his, her or its true and lawful agent and attorney-in-fact to enter into any agreement in connection with the transactions contemplated by this Related Agreement and any transactions contemplated by the Escrow this Agreement, and to: (i) give and receive notices and communications to or from Parent (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by such Stockholders individually), ; (ii) authorize deliveries receive payment of the Merger Consideration from Parent or Merger Sub and transmit such payment to Parent of cash from (A) the Working Capital Escrow Amount to provide a source of funding to Parent for any Working Capital Deficiency and (B) the Indemnity Escrow Amount in satisfaction of claims asserted by Parent (on behalf of itself or any other Indemnified Party, including by not objecting to such claims), Company Stockholders as appropriate; (iii) object to such and settle any claims pursuant by Parent to Section 10.4, the Holdback Amount; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, to such claims, ; (v) assert, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party, Party against any such Stockholder or by any such Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Stockholder, in each case relating to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby, ; (vi) amend this Agreement, the Escrow Agreement or any other Related Agreement or other agreement referred to herein or contemplated hereby, ; and (vii) take all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Indemnity Escrow Amount upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall receive no compensation for his services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Stockholders.

Stockholder Representative; Power of Attorney. (a) By virtue of the adoption of this Agreement and the approval of the Merger by the Stockholders, each Stockholder (regardless of whether or not such Stockholder votes in favor of the adoption of the this Agreement and the approval of the Merger, whether at a meeting or by written consent in lieu thereof) hereby initially appoints, as of the date of this AgreementAgreement Date, Xxx Xxxxxx Pxxx Xxxxxxxx (together with his permitted successors, the “Stockholder Representative”), as his, her or its true and lawful agent and attorney-in-fact to enter into any agreement in connection with the transactions contemplated by this Agreement and any transactions contemplated by the Escrow Agreement, and to: (i) give and receive notices and communications to or from Parent (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by such Stockholders individually), ; (ii) authorize deliveries object to any claims by Parent of cash from (A) the Working Capital Escrow Amount to provide a source of funding to Parent for any Working Capital Deficiency and (B) against the Indemnity Escrow Amount in satisfaction of claims asserted by Parent (on behalf of itself or any other Indemnified Party, including by not objecting to such claims), Withhold Shares; (iii) object to such claims pursuant to Section 10.4, (iv) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, to such claims, ; (viv) assert, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party, Party against any such Stockholder or by any such Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Stockholder, in each case relating to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby, ; (viv) amend this Agreement, the Escrow Agreement or any other agreement referred to herein or contemplated hereby, ; and (viivi) take all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person Stockholder under any circumstance. The person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Indemnity Escrow Amount upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall receive no compensation for his services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Stockholders.

Stockholder Representative; Power of Attorney. (a) By virtue of the adoption of this Agreement and the approval of the Merger by the Stockholders, each Stockholder (regardless of whether or not such Stockholder votes in favor of the adoption of the Agreement and the approval of the Merger, whether at a meeting or by written consent in lieu thereof) hereby initially appoints, as of the date of this Agreement, Xxx Xxxxxx Edward G. Sim (together with his permitted successors, the “Stockholder Representative”"Stockholdex Xxxxxxxntative"), as his, her or its true and lawful agent and attorney-in-fact to enter into any agreement in connection with the transactions contemplated by this Agreement and any transactions contemplated by the Escrow Agreement, and to: (i) give and receive notices and communications to or from Parent (on behalf of itself or of any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by such Stockholders stockholders individually), ; (ii) authorize deliveries to Parent of cash from (A) the Working Capital Escrow Amount to provide a source of funding to Parent for any Working Capital Deficiency and (B) the Indemnity Escrow Amount Fund in satisfaction of claims asserted by Parent (on behalf of itself or any other Indemnified Party, including by not objecting to such claims), ; (iii) object to such claims pursuant to Section 10.4, 9.4; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims, ; (v) assert, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party, against any such Stockholder stockholder or by any such Stockholder stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Stockholderstockholder, in each case relating to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby, ; (vi) amend this Agreement, the Escrow Agreement or any other agreement referred to herein or contemplated hereby, ; and (vii) take all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Indemnity cash then on deposit in the Escrow Amount Fund upon not less than ten (10) days’ ' prior written notice to Parent and with Parent’s 's written consent, which shall not be unreasonably withheld. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall receive no compensation for his services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Stockholders.

Stockholder Representative; Power of Attorney. (a) By virtue of the adoption of this Agreement and the approval of the Merger by the Stockholders, each Stockholder (regardless of whether or not such Stockholder votes in favor of the adoption of the Agreement and the approval of the Merger, whether at a meeting or by written consent in lieu thereof) hereby initially appoints, as of the date of this Agreement, Xxx Xxxxxx Xxxxx Xxxxxxxx (together with his permitted successors, the “Stockholder Representative”), is appointed as his, her or its the true and lawful agent and attorney-in-fact for each Participating Holder to enter into the Escrow Agreement and to enter into any agreement in connection with the transactions contemplated by amendment to, or grant any waiver under, this Agreement and any transactions contemplated by after the Escrow AgreementClosing, and to: (i) give and receive notices and communications to or from Parent (on behalf of itself or any other Indemnified Party) and/or or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby Transactions (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by such Stockholders Participating Holders individually), ; (ii) authorize deliveries to Parent of cash from (A) the Working Capital Escrow Amount to provide a source of funding to Parent for any Working Capital Deficiency and (B) the Indemnity Escrow Amount in satisfaction of claims asserted by Parent (on behalf of itself or any other Indemnified Party, including by not objecting to such claimsclaims thereto), ; (iii) object to such any claims pursuant asserted by Parent or any other Indemnified Party to Section 10.4, the Escrow Amount; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, to such claims, ; and (v) assert, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party, against any such Stockholder or by any such Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Stockholder, in each case relating to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby, (vi) amend this Agreement, the Escrow Agreement or any other agreement referred to herein or contemplated hereby, and (vii) take all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Indemnity Escrow Amount upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall receive no compensation for his services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Stockholders.

Stockholder Representative; Power of Attorney. (a) By virtue of the adoption of this Agreement and the approval of the Merger by the Stockholders, each such Stockholder (regardless of whether or not such Stockholder stockholder votes in favor of the adoption of the Agreement and the approval of the Merger, whether at a meeting or by written consent in lieu thereof) hereby initially appoints, as of the date of this Agreement, Xxx Xxxxxx Xxxxxxx X. XxXxxx (together with his permitted successors, the “Stockholder Representative”), as his, her or its true and lawful agent and attorney-in-fact to enter into any agreement in connection with the transactions Transactions contemplated by this Agreement and any transactions Transactions contemplated by the Escrow Agreement, and to: (i) give and receive notices and communications to or from Parent (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement, any Transaction Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement, Escrow Agreement or the Escrow any Transaction Agreement expressly contemplates that any such notice or communication shall be given or received by such Stockholders stockholders individually), ; (ii) authorize deliveries to Parent of cash Company Escrow Shares from (A) the Working Capital Company Escrow Amount to provide a source of funding to Parent for any Working Capital Deficiency and (B) the Indemnity Escrow Amount Fund in satisfaction of claims asserted by any member of the Parent (on behalf of itself or any other Indemnified Party, including by not objecting to such claims), Group; (iii) object to such claims pursuant to Section 10.4, the terms hereof and/or the Escrow Agreement; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims, ; (v) assert, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Partymember of the Parent Group, against any such Stockholder stockholder or by any such Stockholder stockholder against any Indemnified Party member of the Parent Group or any dispute between any Indemnified Party member of the Parent Group and any such Stockholderstockholder, in each case case, relating to this Agreement, the Escrow Agreement, any Transaction Agreement or the transactions contemplated hereby or thereby, ; (vi) amend this Agreement, the Escrow Agreement, any Transaction Agreement or any other agreement referred to herein or contemplated hereby, ; (vii) make or defend any indemnification claims under this Agreement; (viii) represent the stockholders in connection with any Tax matter; and (viiix) take all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Indemnity Company Escrow Amount Shares that are then on deposit in the Company Escrow Fund upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld; provided, however, notwithstanding any provision of this Agreement to the contrary, without Parent’s prior written consent, which such consent may be withheld by Parent for any reason or for no reason, no individual who is serving as director on Parent’s Board of Directors may serve as the Stockholder Representative. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall receive no compensation for his or her services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Stockholdersstockholders of the Company.

Stockholder Representative; Power of Attorney. (a) By virtue of the adoption of this Agreement and the approval of the Merger by the Stockholders, each Stockholder Participating Holder (regardless of whether or not such Stockholder votes in favor of the adoption of the this Agreement and the approval of the Merger, whether at a meeting or by written consent in lieu thereof) hereby initially appoints, as of the date of this AgreementAgreement Date, Xxx Xxxxxx Xxxx Xxxxxxxx (together with his permitted successors, the “Stockholder Representative”), as his, her or its true and lawful agent and attorney-in-fact to enter into any agreement in connection with the transactions contemplated by this other Transaction Agreement and any transactions contemplated by the Escrow this Agreement, and to: (i) give and receive notices and communications to or from Parent (on behalf of itself or any other Indemnified Party) and/or or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by such Stockholders Participating Holders individually), ; (ii) authorize deliveries to Parent of cash from (A) the Working Capital Escrow Amount to provide a source of funding to Parent for any Working Capital Deficiency and (B) the Indemnity Escrow Amount Fund in satisfaction of claims asserted by Parent (on behalf of itself or any other Indemnified Party, including by not objecting to such claimsclaims thereto), ; (iii) object to such any claims pursuant by Parent to Section 10.4, the Escrow Fund; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, to such claims, ; (v) assert, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party, Party against any such Stockholder Participating Holder or by any such Stockholder Participating Holder against any Indemnified Party or any dispute between any Indemnified Party and any such StockholderParticipating Holder, in each case relating to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby, hereby; (vi) amend this Agreement, the Escrow Agreement or any other Transaction Agreement or other agreement referred to herein or contemplated hereby, ; and (vii) take all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Indemnity Escrow Amount upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall receive no compensation for his services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Stockholders.

Stockholder Representative; Power of Attorney. (a) By virtue of the adoption of this Agreement and the approval of the Merger by the StockholdersStockholders and by accepting any consideration under this Agreement, each Stockholder Company Securityholder (regardless of whether or not such other Stockholder votes in favor of the adoption of the this Agreement and the approval of the Merger, whether at a meeting or by written consent in lieu thereof) ), hereby initially appoints, as of the date of this Agreement, Xxx Xxxxxx Xxxxxxxxxxx (together with his permitted successors, the “Stockholder Representative”), as his, her or its true and lawful agent and attorney-in-fact to enter into any agreement in connection with the transactions contemplated by this Agreement and any transactions contemplated by the Escrow Agreement, and to: (i) give and receive notices and communications to or from Parent (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by such Stockholders individually), ; (ii) authorize deliveries object to Parent of cash from (A) the Working Capital Escrow Amount to provide a source of funding to Parent for and settle any Working Capital Deficiency and (B) the Indemnity Escrow Amount in satisfaction of claims asserted by Parent (on behalf of itself or any other Indemnified Party, including by not objecting to such claims), Claims; (iii) object to such claims pursuant to Section 10.4, (iv) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, to such claims, ; (viv) assert, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party, Party against any such Stockholder or by any such Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Stockholder, in each case relating to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby, ; (viv) amend this Agreement, the Escrow Agreement or any other agreement referred to herein or contemplated hereby, ; and (viivi) take all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Indemnity Escrow Amount upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall receive no compensation for his services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Stockholders.

Stockholder Representative; Power of Attorney. (a) By virtue of the adoption of this Agreement and the approval of the Merger by the Stockholders, each Stockholder (regardless of whether or not such Stockholder votes in favor of the adoption of the Agreement and the approval of the Merger, whether at a meeting or by written consent in lieu thereof) hereby initially appoints, as of the date of this Agreement, Xxx Xxxxxx the individual identified as the Stockholder Representative on the signature page of this Agreement (together with his his/her permitted successors, the “Stockholder Representative”), as his, her or its true and lawful agent and attorney-in-fact to enter into any agreement in connection with the transactions contemplated by this Related Agreement and any transactions contemplated by the Escrow this Agreement, and with respect to claims for indemnification by Indemnified Parties affiliated with Parent under this Article 6 for which recovery from the Escrow Amount is sought only, to: (i) give and receive notices and communications to or from Parent (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by such Stockholders individually), ; (ii) authorize deliveries to Parent of cash or shares of Parent Common Stock from (A) the Working Capital Escrow Amount to provide a source of funding to Parent for any Working Capital Deficiency and (B) the Indemnity Escrow Amount in satisfaction of claims asserted by Parent (on behalf of itself or any other Indemnified Party, including by not objecting to such claimsclaims thereto), ; (iii) object to such any claims pursuant by Parent or any other Indemnified Party to Section 10.4, the Escrow Amount; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of or arbitrators with respect to, to such claims, ; (v) assert, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party, Party against any such Stockholder Indemnifying Party or by any such Stockholder Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such StockholderIndemnifying Party, in each case relating to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby, ; (vi) amend this Agreement, the Escrow Agreement or any other Related Agreement or other agreement referred to herein or contemplated hereby, ; and (vii) take all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The person serving circumstance (except as the Stockholder Representative may be replaced from time otherwise agreed to time by the holders of a majority in interest of the Indemnity Escrow Amount upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall receive no compensation for his services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Stockholders).

Stockholder Representative; Power of Attorney. (a) By virtue of the adoption of this Agreement and the approval of the Merger by the Stockholders, each Stockholder (regardless of whether or not such Stockholder votes in favor of the adoption of the Agreement and the approval of the Merger, whether at a meeting or by written consent in lieu thereof) hereby initially appoints, as of the date of this Agreement, Xxx Xxxxxx Xxxxxxx (together with his permitted successors, the “Stockholder Representative”), is appointed as his, her or its the true and lawful agent and attorney-in-fact for each Participating Holder to enter into the Escrow Agreement and to enter into any agreement in connection with the transactions contemplated by amendment to, or grant any waiver under, this Agreement and any transactions contemplated by after the Escrow AgreementClosing, and to: (i) give and receive notices and communications to or from Parent Buyer (on behalf of itself or any other Indemnified Party) and/or or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby Transactions (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by such Stockholders Participating Holders individually), ; (ii) authorize deliveries to Parent Buyer of cash from (A) the Working Capital Escrow Amount to provide a source of funding to Parent for any Working Capital Deficiency and (B) the Indemnity Escrow Amount in satisfaction of claims asserted by Parent Buyer (on behalf of itself or any other Indemnified Party, including by not objecting to such claimsclaims thereto), ; (iii) object to such any claims pursuant asserted by Buyer or any other Indemnified Party to Section 10.4, the Escrow Amount; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, to such claims, ; and (v) assert, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party, against any such Stockholder or by any such Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Stockholder, in each case relating to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby, (vi) amend this Agreement, the Escrow Agreement or any other agreement referred to herein or contemplated hereby, and (vii) take all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Indemnity Escrow Amount upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall receive no compensation for his services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Stockholders.