Common use of Each Vendor Clause in Contracts

Each Vendor. (a) irrevocably appoints the Purchaser to be his attorney to exercise in the absolute discretion of the Purchaser all rights attaching to the Sale Shares registered in his name or exercisable by him in his capacity as a member of the Company, and without prejudice to the generality of the foregoing the powers exercisable by the Purchaser shall include the power to execute, deliver and do all deeds, instruments and acts in that Vendor's name and on that Vendor's behalf in pursuance of the foregoing, and shall include the power to sub-delegate this power; (b) undertakes and agrees that, other than at the written request of the Purchaser, he shall not exercise any rights attaching to the Sale Shares or exercisable by that Vendor in his or her capacity as a member of the Company or appoint any other person to exercise such rights; (c) undertakes and agree that any dividends, securities or notices, documents or other communications which may be received after today's date by that Vendor from the Company or any third party in respect of the Sale Shares or in that Vendor's capacity as a member of the Company shall be received by that Vendor and held in trust for the Purchaser and, without prejudice to the generality of the obligations imposed by the foregoing, undertakes and agrees promptly to procure the forwarding to the Purchaser of all such benefits or communications and to account to the Purchaser for all benefits arising from the Sale Shares registered in his name and/or from that Vendor's capacity as a member of the Company; (d) agrees and undertakes upon written request by the Purchaser to ratify all deeds, instruments and acts exercised by the Purchaser in pursuance of this power; (e) agrees that in acting under this power the Purchaser may act by its secretary or any director or person acting pursuant to authority conferred by its board of directors or any director; and (f) declares that such power, undertaking and agreement shall cease and determine upon that Vendor ceasing to be a member of the Company, but without prejudice to any power exercised prior to such date and shall not, save as may be required by law, terminate on that Vendor's previous death, bankruptcy or mental disorder, and shall, save as aforesaid, in connection with the Shares be accordingly binding upon any personal representative, trustee in bankruptcy or trustee in respect of any mental disorder.

Appears in 1 contract

Sources: Sale and Purchase Agreement (Onyx Software Corp/Wa)

Each Vendor. (a) irrevocably appoints the Purchaser to be his attorney to exercise after Completion in the absolute discretion of the Purchaser all rights attaching to the Sale Shares registered in his name or exercisable by him in his capacity as a member of the Company, and without prejudice to the generality of the foregoing the powers exercisable by the Purchaser shall include the power to execute, deliver and do all deeds, instruments and acts in that Vendor's name and on that Vendor's behalf in pursuance of the foregoing, and shall include the power to sub-delegate this power; (b) undertakes and agrees that, other than at the written request of the Purchaser, he shall not after Completion exercise any rights attaching to the Sale Shares or exercisable by that Vendor in his or her capacity as a member of the Company or appoint any other person to exercise such rights; (c) undertakes and agree that any dividends, securities or notices, documents or other communications which may be received after today's date by that Vendor from the Company or any third party in respect of the Sale Shares or in that Vendor's capacity as a member of the Company shall (conditionally on Completion occurring) be received by that Vendor and held in trust for the Purchaser and, without prejudice to the generality of the obligations imposed by the foregoing, undertakes and agrees promptly to procure the forwarding to the Purchaser of all such benefits or communications and to account to the Purchaser for all benefits arising from the Sale Shares registered in his name and/or from that Vendor's capacity as a member of the Company; (d) agrees and undertakes upon written request by the Purchaser to ratify all deeds, instruments and acts exercised by the Purchaser in pursuance of this power; (e) agrees that in acting under this power the Purchaser may act by its secretary or any director or person acting pursuant to authority conferred by its board of directors or any director; and (f) declares that such power, undertaking and agreement shall cease and determine upon that Vendor ceasing to be a member of the Company, but without prejudice to any power exercised prior to such date and shall not, save as may be required by law, terminate on that Vendor's previous death, bankruptcy or mental disorder, and shall, save as aforesaid, in connection with the Shares be accordingly binding upon any personal representative, trustee in bankruptcy or trustee in respect of any mental disorder.

Appears in 1 contract

Sources: Sale and Purchase Agreement (Infospace Inc)

Each Vendor. (a) irrevocably appoints the Purchaser on Completion to be his attorney to exercise in the absolute discretion of the Purchaser all rights attaching to the Sale Shares registered in his name or exercisable by him in his capacity as a member of the Company, and without prejudice to the generality of the foregoing the powers exercisable by the Purchaser shall include the power to execute, deliver and do all deeds, instruments and acts in that Vendor's name and on that Vendor's behalf in pursuance of the foregoing, and shall include the power to sub-delegate this power; (b) undertakes and agrees that, other than at the written request of the Purchaser, he shall not exercise any rights attaching to the Sale Shares or exercisable by that Vendor in his or her capacity as a member of the Company or appoint any other person to exercise such rights; (c) undertakes and agree agrees that any dividends, securities or notices, documents or other communications which may be received after today's date Completion by that Vendor from the Company or any third party in respect of the Sale Shares or in that Vendor's capacity as a member of the Company shall be received by that Vendor and held in trust for the Purchaser and, without prejudice to the generality of the obligations imposed by the foregoing, undertakes and agrees promptly to procure the forwarding to the Purchaser of all such benefits or communications and to account to the Purchaser for all benefits arising from the Sale Shares registered in his name and/or from that Vendor's capacity as a member of the Company; (d) agrees and undertakes upon written request by the Purchaser to ratify all deeds, instruments and acts exercised by the Purchaser in pursuance of this power; (e) agrees that in acting under this power the Purchaser may act by its secretary any corporate officer or any director or person acting pursuant to authority conferred by its board of directors or any director; and (f) declares that such power, undertaking and agreement shall cease and determine upon that Vendor ceasing to be a member of the Company, but without prejudice to any power exercised prior to such date and shall not, save as may be required by law, terminate on that Vendor's previous death, bankruptcy or mental disorder, and shall, save as aforesaid, in connection with the Sale Shares be accordingly binding upon any personal representative, trustee in bankruptcy or trustee in respect of any mental disorder.

Appears in 1 contract

Sources: Shareholder Agreement (Extended Systems Inc)