Common use of Shareholders' Agent Clause in Contracts

Shareholders' Agent. (a) By virtue of the approval of this Agreement by the Shareholders, and without further action of any Shareholder, each Shareholder shall be deemed to have irrevocably constituted and appointed Xxxxx Xxxxxxxxx as agent and attorney-in-fact (the "Shareholder's Agent") for and on behalf of the Shareholders, with full power of substitution, to act in the name, place and stead of each Shareholder with respect to Section 6 hereof and the taking by the Shareholder's Agent of any and all actions and the making of any decisions required or permitted to be taken by the Shareholder's Agent under this Agreement or any other Transactional Agreements, including the exercise of the power to: (i) give and receive notices and communications under Section 6 of this Agreement; (ii) authorize delivery to Purchaser of Escrow Shares in satisfaction of claims for indemnification made by Purchaser under this Agreement; (iii) object to claims for indemnification made by Purchaser under this Agreement; and (iv) take all actions necessary or appropriate in the good faith judgment of the Shareholder's Agent for the accomplishment of the foregoing. The power of attorney granted in this Section 7.1 is coupled with an interest and is irrevocable, may be delegated by the Shareholder's Agent and shall survive the death or incapacity or assignment of any interest herein of any Shareholder. The identity of the Shareholder's Agent and the terms of the agency may be changed, and a successor Shareholder's Agent may be appointed, from time to time (including in the event of the death, disability or other incapacity of the Shareholder's Agent) by Shareholders whose interest in the Escrow Shares exceed 50%, and any such successor shall succeed the Shareholder's Agent as Shareholder's Agent hereunder. No bond shall be required of the Shareholder's Agent, and the Shareholder's Agent shall receive no compensation for his services in such capacity.

Shareholders' Agent. (a) By virtue of the approval of The Shareholders, pursuant to this Agreement by Agreement, hereby appoint Xxxxxx Law Teck Wah as the Shareholders' Agent, and without further action of any Shareholder, each Shareholder who shall be deemed to have irrevocably constituted and appointed Xxxxx Xxxxxxxxx as agent the Shareholders' representative and attorney-in-fact (for each Shareholder. The Shareholders' Agent shall have the "Shareholder's Agent") authority to act for and on behalf of each of the Shareholders, with full power of substitutionincluding without limitation, to act in the nameamend this Agreement, place and stead of each Shareholder with respect to Section 6 hereof and the taking by the Shareholder's Agent of any and all actions and the making of any decisions required or permitted to be taken by the Shareholder's Agent under this Agreement or any other Transactional Agreements, including the exercise of the power to: (i) give and receive notices and communications communications, waivers and consents under Section 6 of this Agreement; (ii) , to act on behalf of the Shareholders with respect to any matters arising under this Agreement, to authorize delivery to Purchaser the Buyer and/or Holdings of Escrow Shares in satisfaction of claims for indemnification made by Purchaser under this Agreement; (iii) cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to such suits, claims for indemnification made by Purchaser under this Agreement; or proceedings, and (iv) to take all actions necessary or appropriate in the good faith judgment of the Shareholder's Shareholders' Agent for the accomplishment of the foregoing. The power In addition to and in furtherance of attorney granted in the foregoing, the Shareholders' Agent shall have the right to (i) employ accountants, attorneys and other professionals on behalf of the Shareholders, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Shareholders' Agent hereunder, and (B) the interests of the Shareholders under this Section 7.1 is coupled with an interest and is irrevocable, may be delegated by the Shareholder's Agent and shall survive the death or incapacity or assignment of any interest herein of any ShareholderAgreement. The identity Shareholders' Agent shall for all purposes be deemed the sole authorized agent of the Shareholder's Agent and Shareholders until such time as the terms of agency is terminated with notice to the Buyer. Such agency may be changed, and a successor Shareholder's Agent may be appointed, changed by the Shareholders from time to time upon not less than thirty (including 30) days prior written notice to the Buyer; provided, however, that the Shareholders' Agent may not be removed unless all of the Shareholders agree to such removal and to the identity of the substituted Shareholders' Agent. Any vacancy in the event position of the death, disability Shareholders' Agent may be filled by approval by those Shareholders who hold or other incapacity held a majority of the Shareholder's Agent) by Shareholders whose interest in Shares prior to the Escrow Shares exceed 50%, and any such successor shall succeed the Shareholder's Agent as Shareholder's Agent hereunderClosing. No bond shall be required of the Shareholder's Shareholders' Agent, and the Shareholder's Shareholders' Agent shall not receive no compensation for his services in such capacityits services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Shareholders during the term of the Agreement.

Shareholders' Agent. Prior to the delivery of the Information Statement to the shareholders of the Company, Parent and the Company shall mutually agree on a Person who shall act as the agent for the shareholders of the Company and the Eligible Employees in connection with the transactions contemplated by this Agreement (athe "Shareholders' Agent"). The Eligible Shareholders and the Indemnitors (by virtue of the approval of the principal terms of the Merger) and the Eligible Employees (by virtue of their acceptance of Parent's offer of employment) irrevocably appoint the Shareholders' Agent as their agent, in the case of the Eligible Shareholders for purposes of Section 1.8, and in the case of the Indemnitors and the Eligible Employees for purposes of Section 9, and the Company shall cause the Shareholders' Agent to accept such appointment. Parent shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Sections 1.8 and 9, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Eligible Shareholder or Indemnitor, as the case may be, by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of any Eligible Shareholder or Indemnitor, as the case may be, by the Shareholders' Agent, as fully binding upon such Eligible Shareholder or Indemnitor. By virtue of the approval of this Agreement by the principal terms of the Merger, the Eligible Shareholders and the Indemnitors grant to the Shareholders' Agent full authority to execute, deliver, acknowledge, certify and without further action of any Shareholder, each Shareholder shall be deemed to have irrevocably constituted and appointed Xxxxx Xxxxxxxxx as agent and attorney-in-fact (the "Shareholder's Agent") for and file on behalf of the Eligible Shareholders and Indemnitors (in the name of any or all of the Eligible Shareholders, with full power of substitution, to act in the name, place and stead of each Shareholder with respect to Section 6 hereof and the taking by the Shareholder's Agent of Indemnitors or otherwise) any and all actions and documents that the making of any decisions required or permitted Shareholders' Agent may, in his sole discretion, determine to be taken necessary, desirable or appropriate, in such forms and containing such provisions as the Shareholders' Agent may, in his sole discretion, determine to be appropriate, in performing his duties as contemplated by the Shareholder's Agent under this Agreement or any other Transactional Agreements, including the exercise of the power to: (i) give and receive notices and communications under Section 6 of this Agreement; (ii) authorize delivery to Purchaser of Escrow Shares in satisfaction of claims for indemnification made by Purchaser under this Agreement; (iii) object to claims for indemnification made by Purchaser under this Agreement; and (iv) take all actions necessary or appropriate in the good faith judgment of the Shareholder's Agent for the accomplishment of the foregoing10.1(a). The Eligible Shareholders and Indemnitors recognize and intend that the power of attorney granted in this Section 7.1 10.1(a): (i) is coupled with an interest and is irrevocable, ; (ii) may be delegated by the Shareholder's Agent Shareholders' Agent; and (iii) shall survive the death or incapacity of each of the Eligible Shareholders and Indemnitors. If the Shareholders' Agent shall die, become disabled or assignment otherwise be unable to fulfill his responsibilities hereunder, the Eligible Shareholders and Indemnitors shall, by consent of any interest herein (i) the Eligible Shareholders that held at least a majority of any Shareholder. The the shares of Company Common Stock immediately prior to the Effective Time, and (ii) the Indemnitors that held at least a majority of the shares of Company Capital Stock immediately prior to the Effective Time (calculated on an as-converted-to-common stock basis) within ten days after such death or disability, appoint a successor to the Shareholders' Agent and immediately thereafter notify Parent of the identity of the Shareholder's Agent and the terms of the agency may be changed, and a successor Shareholder's Agent may be appointed, from time to time (including in the event of the death, disability or other incapacity of the Shareholder's Agent) by Shareholders whose interest in the Escrow Shares exceed 50%, and any such successor. Any such successor shall succeed the Shareholder's Shareholders' Agent as Shareholder's Shareholders' Agent hereunder. No bond shall be required By virtue of the Shareholder's Agentapproval of the principal terms of the Merger, each Indemnitor agrees to indemnify and hold harmless the Shareholder's Shareholders' Agent shall receive no compensation for against any and all liabilities, losses, damages, claims, costs or expenses incurred by the Shareholders' Agent in carrying out his services in such capacityduties under this Agreement and under the Escrow Agreement.

Shareholders' Agent. (a) By virtue of the their approval and adoption of this Agreement by Agreement, the Shareholders, and without further action Shareholders of any Shareholder, each Shareholder the Company shall be deemed to have irrevocably constituted and appointed appointed, effective as of the Closing, Xxxxx Xxxxxxxxx Xxxxxx (the "Shareholders' Agent") as their true and lawful agent and attorney-in-fact (to take any and all actions on their behalf in connection with the "Shareholder's Agent") for transactions contemplated by this Agreement, including, without limitation, entering into any other agreement relating thereto or to this Agreement and exercising on behalf of the ShareholdersShareholders of the Company all or any powers, authority, rights and discretion conferred on them under this Agreement, the Escrow Agreement or any such other agreement, including without limitation, waiving any terms and conditions of any such agreement, giving and receiving notices and communications entering into agreements regarding satisfaction of claims by Parent Indemnitees, objecting to such deliveries, agreeing to, negotiating, entering into settlements and compromises of, and demanding arbitration and complying with full power orders of substitution, to act in the name, place courts and stead awards of each Shareholder arbitrators with respect to Section 6 hereof such claims, and the taking by the Shareholder's Agent of any and all actions and the making of any decisions required or permitted to be taken by the Shareholder's Agent under this Agreement or any other Transactional Agreements, including the exercise of the power to: (i) give and receive notices and communications under Section 6 of this Agreement; (ii) authorize delivery to Purchaser of Escrow Shares in satisfaction of claims for indemnification made by Purchaser under this Agreement; (iii) object to claims for indemnification made by Purchaser under this Agreement; and (iv) take all actions necessary or appropriate in the good faith judgment of the Shareholder's Shareholders' Agent for the accomplishment of the foregoing. The This power of attorney granted in this Section 7.1 is coupled with an interest and is irrevocable. By virtue of its approval and adoption of this Section 11.1, may be delegated by the Shareholder's Shareholders' Agent and shall survive the death or incapacity or assignment of any interest herein of any Shareholder. The identity of the Shareholder's hereby accepts its appointment as Shareholders' Agent and hereunder on the terms of the agency may be changed, and a successor Shareholder's Agent may be appointed, from time to time (including in the event of the death, disability or other incapacity of the Shareholder's Agent) by Shareholders whose interest in the Escrow Shares exceed 50%, and any such successor shall succeed the Shareholder's Agent as Shareholder's Agent hereunderset forth herein. No bond shall be required of the Shareholder's Shareholders' Agent, and the Shareholder's Shareholders' Agent shall receive no compensation for his services in its services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Company's Shareholders for purposes of this Agreement. Parent shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to this Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Shareholder by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of any Shareholder by the Shareholders' Agent, as fully binding upon such capacityShareholder.

Shareholders' Agent. (a) By virtue of the approval of this Agreement by the ShareholdersThe Shareholders and Optionholders hereby irrevocably appoint Xxxx Xxxxxx as their agent, and without further action of any Shareholder, each Shareholder shall be deemed to have irrevocably constituted and appointed Xxxxx Xxxxxxxxx as agent proxy and attorney-in-fact for purposes of this Agreement (the "Shareholder's Shareholders' Agent") for ), and on behalf Xxxx Xxxxxx hereby accepts his appointment as the Shareholders' Agent. Each of the Shareholders, with full power of substitution, to act in the name, place Shareholders and stead of each Shareholder with respect to Section 6 hereof Optionholders hereby agrees that such agency and the taking by the Shareholder's Agent of any and all actions and the making of any decisions required or permitted to be taken by the Shareholder's Agent under this Agreement or any other Transactional Agreements, including the exercise of the power to: (i) give and receive notices and communications under Section 6 of this Agreement; (ii) authorize delivery to Purchaser of Escrow Shares in satisfaction of claims for indemnification made by Purchaser under this Agreement; (iii) object to claims for indemnification made by Purchaser under this Agreement; and (iv) take all actions necessary or appropriate in the good faith judgment of the Shareholder's Agent for the accomplishment of the foregoing. The power of attorney granted in this Section 7.1 is proxy are coupled with an interest and is irrevocableare, may be delegated by the Shareholder's Agent therefore, irrevocable and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any Shareholder or Optionholder. Asyst shall be entitled to deal exclusively with the Shareholders' Agent for all purposes of this Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Shareholder or Optionholder by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of any Shareholder by the Shareholders' Agent, as fully binding upon such Shareholder or Optionholder. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Shareholders and Optionholders, then the Shareholders shall, within ten days after such death or incapacity or assignment disability, appoint a successor agent and, promptly thereafter, shall notify Asyst of any interest herein of any Shareholder. The the identity of the Shareholder's Agent and the terms of the agency may be changed, and a successor Shareholder's Agent may be appointed, from time to time (including in the event of the death, disability or other incapacity of the Shareholder's Agent) by Shareholders whose interest in the Escrow Shares exceed 50%, and any such successor. Any such successor shall succeed become the Shareholder's "Shareholders' Agent" for purposes of this Agreement. If for any reason there is no Shareholders' Agent as Shareholder's at any time, all references herein to the Shareholders' Agent hereunder. No bond shall be required of deemed to refer to the Shareholder's Agent, Shareholders and the Shareholder's Agent shall receive no compensation for his services in such capacityOptionholders.

Shareholders' Agent. (a) By virtue of the approval of this Agreement The Shareholders’ Agent designated by the Shareholders’ Agent Agreement attached as Exhibit E (the “Shareholders’ Agent Agreement”), shall be the designated agent of the Shareholders with authority to make all decisions and determinations and to take all actions (including giving consents and waivers to this Agreement) required or permitted hereunder on behalf of such Shareholders, and without further action any such action, decision or determination so made or taken shall be deemed the action, decision or determination of such Shareholders, and any Shareholdernotice, each document, certificate or information required to be given to any such Shareholder shall be deemed so given if given to have irrevocably constituted and appointed Xxxxx Xxxxxxxxx as agent and attorney-in-fact (the "Shareholder's Shareholders’ Agent") for and on behalf . The appointment of the Shareholders, with full power of substitution, to act in the name, place and stead of each Shareholder with respect to Section 6 hereof and the taking by the Shareholder's ’ Agent of any and all actions and the making of any decisions required or permitted to shall be taken by the Shareholder's Agent under this Agreement or any other Transactional Agreements, including the exercise of the power to: (i) give and receive notices and communications under Section 6 of this Agreement; (ii) authorize delivery to Purchaser of Escrow Shares in satisfaction of claims for indemnification made by Purchaser under this Agreement; (iii) object to claims for indemnification made by Purchaser under this Agreement; and (iv) take all actions necessary or appropriate in the good faith judgment of the Shareholder's Agent for the accomplishment of the foregoing. The power of attorney granted in this Section 7.1 is deemed coupled with an interest and is shall be irrevocable, and Buyer and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Shareholders’ Agent on behalf of such Shareholders in all matters in which it has been granted authority pursuant to this Section 11.8 and pursuant to the Shareholders’ Agent Agreement. All actions, decisions and instructions of the Shareholders’ Agent taken, made or given pursuant to the authority granted to the Shareholders’ Agent pursuant to this Section 11.8 and pursuant to the Shareholders’ Agent Agreement shall be delegated final, conclusive and binding upon such Shareholders. The Shareholders’ Agent will provide Buyer with notice of any material amendments to the Shareholders’ Agent Agreement. Notwithstanding anything to the contrary set forth in this Agreement or the Shareholders’ Agent Agreement, any decision of the Shareholders with respect to (i) termination of this Agreement; or (ii) extension of the May 31, 2005 termination date shall be made by the Shareholder's Agent Requisite Holders and shall survive not the death or incapacity or assignment of any interest herein of any Shareholder. The identity of the Shareholder's Agent and the terms of the agency may be changed, and a successor Shareholder's Agent may be appointed, from time to time (including in the event of the death, disability or other incapacity of the Shareholder's Shareholders’ Agent) by Shareholders whose interest in the Escrow Shares exceed 50%, and any such successor shall succeed the Shareholder's Agent as Shareholder's Agent hereunder. No bond shall be required of the Shareholder's Agent, and the Shareholder's Agent shall receive no compensation for his services in such capacity.

Shareholders' Agent. (a) By virtue Each Senior Preferred Shareholder of the approval Company, by acceptance of this Agreement by its portion of the ShareholdersMerger Consideration, and without further action of any Shareholder, each Shareholder shall be deemed to have designated and irrevocably constituted appointed Xxxxxx Xxxxx as their agent for purposes of Section 9 and appointed the Escrow Agreement, and Xxxxxxx Xxxxx Xxxxxxxxx hereby accepts his appointment as the Shareholders' Agent. Parent shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Section 9 and the Escrow Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Senior Preferred Shareholder by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of any Senior Preferred Shareholder by the Shareholders' Agent, as fully binding upon such Senior Preferred Shareholder. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent and attorneyof the Senior Preferred Shareholders, then a majority-in-fact (the "Shareholder's Agent") for and on behalf interest of the ShareholdersSenior Preferred Shareholders shall, with full power of substitutionwithin ten days after such death or disability, to act in the nameappoint a successor agent and, place and stead of each Shareholder with respect to Section 6 hereof and the taking by the Shareholder's Agent of any and all actions and the making of any decisions required or permitted to be taken by the Shareholder's Agent under this Agreement or any other Transactional Agreementspromptly thereafter, including the exercise shall notify Parent of the power to: (i) give and receive notices and communications under Section 6 of this Agreement; (ii) authorize delivery to Purchaser of Escrow Shares in satisfaction of claims for indemnification made by Purchaser under this Agreement; (iii) object to claims for indemnification made by Purchaser under this Agreement; and (iv) take all actions necessary or appropriate in the good faith judgment of the Shareholder's Agent for the accomplishment of the foregoing. The power of attorney granted in this Section 7.1 is coupled with an interest and is irrevocable, may be delegated by the Shareholder's Agent and shall survive the death or incapacity or assignment of any interest herein of any Shareholder. The identity of the Shareholder's Agent and the terms of the agency may be changed, and a successor Shareholder's Agent may be appointed, from time to time (including in the event of the death, disability or other incapacity of the Shareholder's Agent) by Shareholders whose interest in the Escrow Shares exceed 50%, and any such successor. Any such successor shall succeed become the Shareholder's "Shareholders' Agent" for purposes of Section 9 and this Section 10.1. If for any reason there is no Shareholders' Agent as Shareholder's at any time, all references herein to the Shareholders' Agent hereunder. No bond shall be required of deemed to refer to the Shareholder's Agent, and the Shareholder's Agent shall receive no compensation for his services in such capacitySenior Preferred Shareholders.

Shareholders' Agent. (a) By virtue of Nashirali Xxxxxxxx is hereby appointed as the approval of this Agreement by the Shareholders, and without further action of any Shareholder, each Shareholder shall be deemed to have irrevocably constituted and appointed Xxxxx Xxxxxxxxx as agent and attorney-in-fact (of the "Shareholder's Agent") Company Shareholders as the Shareholders’ Agent for and on behalf of the Shareholders, with full power of substitution, Company Shareholders to act in the name, place and stead of each Shareholder with respect to Section 6 hereof and the taking by the Shareholder's Agent of any and all actions and the making of any decisions required or permitted to be taken by the Shareholder's Agent under this Agreement or any other Transactional Agreements, including the exercise of the power to: (i) give and receive notices and communications under Section 6 communications, to agree to, negotiate, enter into settlements and compromises of, and demand mediation and arbitration and comply with orders of this Agreement; (ii) authorize delivery courts and awards of arbitrators with respect to Purchaser of Escrow Shares in satisfaction of claims for indemnification made by Purchaser under this Agreement; (iii) object such claims, and to claims for indemnification made by Purchaser under this Agreement; and (iv) take all other actions that are either (i) necessary or appropriate in the good faith judgment of the Shareholder's Shareholders’ Agent for the accomplishment of the foregoing. The power of attorney granted in this Section 7.1 is coupled with an interest and is irrevocable, may be delegated foregoing or (ii) specifically mandated by the Shareholder's Agent and shall survive the death or incapacity or assignment of any interest herein of any Shareholder. The identity of the Shareholder's Agent and the terms of this Agreement. Such agency in respect of all of the agency Company Shareholders may be changed, and a successor Shareholder's Agent may be appointed, changed from time to time by Company Shareholders upon not less than ten (including 10) days prior written notice to Parent; provided, however, that the Shareholders’ Agent may not be changed unless holders of a majority of the Aggregate Closing Payment agree to such removal and to the identity of the substituted agent, and further provided that such replacement Person is a Company Shareholder or such other Person as is, in either instance, acceptable to Parent, acting reasonably and without undue delay. A vacancy in the event position of Shareholders’ Agent may be filled by the holders of a majority of the death, disability or other incapacity of the Shareholder's Agent) by Shareholders whose interest in the Escrow Shares exceed 50%, and any such successor shall succeed the Shareholder's Agent as Shareholder's Agent hereunderAggregate Closing Payment. No bond shall be required of the Shareholder's Shareholders’ Agent, and the Shareholder's Shareholders’ Agent shall not receive any compensation from the Buyer Parties or the Company for its services. Notices or communications to or from the Shareholders’ Agent shall constitute notice to or from the Company Shareholders. Notwithstanding the foregoing, in the event that the resignation or removal of the Shareholders’ Agent would result in there being no compensation for his services Shareholders’ Agent immediately following such resignation or removal, then such resignation or removal shall not be effective unless and until a new Shareholders’ Agent shall have been approved and such new Shareholders’ Agent shall have confirmed in writing acceptance of such capacityappointment. Each time a new Shareholders’ Agent is appointed pursuant to this Agreement, such Person, as a condition precedent to the effectiveness of such appointment, shall accept such position in writing.

Shareholders' Agent. (a) By virtue of the their approval of this Agreement by the Merger, the Company Shareholders shall have appointed the Shareholders, and without further action of any Shareholder, each Shareholder shall be deemed to have irrevocably constituted and appointed Xxxxx Xxxxxxxxx ' Agent as the agent and attorney-in-fact (the "Shareholder's Agent") for and on behalf of the Shareholders, with full power of substitution, to act in the name, place and stead of each Shareholder with respect to Section 6 hereof and the taking by the Shareholder's Agent of any and all actions and the making of any decisions required or permitted to be taken by the Shareholder's Agent under this Agreement or any other Transactional Agreements, including the exercise of the power Effective Time Holders to: (i) give and receive notices and communications under Section 6 to or from Acquiror (on behalf of itself or any other Indemnified Person) relating to this AgreementAgreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) authorize delivery deliveries to Purchaser Acquiror (or any other Indemnified Person) of cash from the Escrow Shares Fund in satisfaction of claims for indemnification made asserted by Purchaser under this AgreementAcquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to claims for indemnification made by Purchaser or on behalf of an Indemnified Person, including pursuant to Section 8.5; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, such claims; (v) consent or agree to any amendment to or grant any waiver under this Agreement; , and (ivvi) take all actions necessary or appropriate in the good faith judgment of the Shareholder's Shareholders' Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The power of attorney granted in this Section 7.1 is coupled with an interest and is irrevocable, may be delegated by Person serving as the Shareholder's Agent and shall survive the death or incapacity or assignment of any interest herein of any Shareholder. The identity of the Shareholder's Agent and the terms of the agency may be changed, and a successor Shareholder's Shareholders' Agent may be appointed, replaced from time to time (including by the holders of a majority in the event interest of the death, disability or other incapacity of the Shareholder's Agent) by Shareholders whose interest cash then on deposit in the Escrow Shares exceed 50%, and any such successor shall succeed the Shareholder's Agent as Shareholder's Agent hereunderFund upon not less than ten days' prior written notice to Acquiror. No bond shall be required of the Shareholder's Shareholders' Agent, and the Shareholder's Shareholders' Agent shall receive no compensation for his services in such capacityhis, her or its services.

Shareholders' Agent. (a) By virtue of the approval execution and delivery of this Agreement by the Shareholders, and without further action of any ShareholderAgreement, each Shareholder shall be deemed to have irrevocably constituted constitutes and appointed appoints Xxxxx Xxxxxxxxx Xxx of Finers Solicitors of 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxx X0X 0XX, or such of his partners in Finers as agent he may nominate (the "Shareholders' Agent") as such Shareholder's true and lawful attorney-in-fact (the "Shareholder's Agent") for and on behalf of the Shareholdersfact, with full power powers of substitution, substitution to act in the such Shareholder's name, place and stead of each Shareholder with respect to Section 6 hereof and the taking by the Shareholder's Agent of any and all actions and the making of any decisions required or permitted to be taken by the Shareholder's Agent under this Agreement or any other Transactional Agreements, including the exercise of the power to: (i) give and receive notices and communications under Section 6 subject matter of this Agreement; (ii) authorize delivery to , as amended, and all matters related thereto. Purchaser and each Company, as the case may be, and all third parties may conclusively and absolutely rely, without inquiry, upon the action of Escrow Shares the Shareholders' Agent as the act of the Shareholders in satisfaction connection with the subject matter of claims for indemnification made by Purchaser under this Agreement; (iii) object to claims for indemnification made by Purchaser under this Agreement; and (iv) take all actions necessary or appropriate . Notice of any change in the good faith judgment of the Shareholder's Agent for the accomplishment of the foregoing. The power of attorney granted in this Section 7.1 is coupled with an interest and is irrevocable, may be delegated by the Shareholder's Agent and shall survive the death or incapacity or assignment of any interest herein of any Shareholder. The identity of the Shareholders' Agent shall be given to Purchaser over the signature of each Shareholder's Agent , and Purchaser shall not be required to recognize the terms resignation or replacement of the agency may Shareholders' Agent until such notice is received by Purchaser. Each Shareholder ratifies and confirms all that the Shareholders' Agent shall do or cause to be changed, and a successor Shareholder's Agent may be appointed, from time to time (including in done by virtue of his appointment as the event of the death, disability or other incapacity of the Shareholder's Agent) by Shareholders whose interest in the Escrow Shares exceed 50%, and any such successor shall succeed the Shareholder's Agent as Shareholder's Shareholders' Agent hereunder. No bond shall be required of the Shareholder's AgentPurchaser and each Shareholder acknowledges and agrees that, and so long as he acts in his own best judgment, the Shareholder's Agent shall receive no compensation for not incur Liability, other than the Liability he incurs as a Shareholder hereunder, by agreeing to act and acting as the Shareholders' Agent. Each Shareholder agrees to indemnify and hold harmless the Shareholders' Agent from and against all Losses to the extent arising out of or incident to his services in such capacityagreeing to act and acting as the Shareholders' Agent hereunder.