Common use of Shareholder Agent Clause in Contracts

Shareholder Agent. (a) By execution of this Agreement, each Company Shareholder hereby appoints and constitutes the law firm of Fraser ▇▇▇▇▇▇ Casgrain as agent (the "Shareholder Agent") for and on behalf of the Company Shareholders to give ----------------- and receive notices and communications, to authorize delivery to Parent of the Escrow Shares in satisfaction of claims by Parent, 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 Shareholder Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Fund from time to time upon not less than 10 days' prior written notice to Parent. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall receive no compensation for his services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the Company Shareholders. (b) The Shareholder Agent shall not be liable for any act done or omitted hereunder, as the Shareholder Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company Shareholders shall severally indemnify the Shareholder Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholder Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Shareholder Agent shall have reasonable access to information about the Company and the reasonable assistance of the Company's officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Shareholder Agent shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Shareholder Agent. (a) By execution At the Effective Time, and without further act of this Agreementany party, each Company Shareholder hereby appoints and constitutes the law firm of Fraser ▇▇▇▇ ▇. ▇▇▇▇▇▇ Casgrain shall be appointed as agent and attorney-in- fact (the "Shareholder Agent") for each shareholder of OptaPhone (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under the California Law), for and on behalf of the Company Shareholders shareholders of OptaPhone, to give ----------------- and receive notices and communications, to authorize delivery payment to Parent Zhone of amounts from the Escrow Shares Fund in satisfaction of claims by ParentZhone, to object to such deliveriespayments, 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 Shareholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of OptaPhone from time to time upon not less than thirty (30) days prior written notice to Zhone; provided that the Shareholder Agent may not be removed unless holders of at least a majority in an interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest of the Escrow Fund from time to time upon not less than 10 days' prior written notice to ParentFund. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not receive no compensation for his or her services. Notices or communications to or from the Shareholder Agent relating to the Escrow Fund shall constitute notice to or from each of the Company Shareholders. (b) shareholders of OptaPhone. The Shareholder Agent shall not be liable for any act done or omitted hereunder, hereunder as the Shareholder Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company Shareholders shareholders of OptaPhone on whose behalf the Escrow Amount was contributed to the Escrow Fund shall severally indemnify the Shareholder Agent and hold him the Shareholder Agent harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholder Agent and arising out of or in connection with the acceptance or administration of his the Shareholder Agent's duties hereunder. (c) The Shareholder Agent shall have reasonable access to information about the Company and , including the reasonable assistance fees and expenses of any legal counsel retained by the Company's officers and employees for purposes Shareholder Agent. A decision, act, consent or instruction of performing its duties and exercising its rights hereunder, provided that the Shareholder Agent relating to the Escrow Fund shall treat confidentially constitute a decision of all OptaPhone Shareholders, and not disclose shall be final, binding and conclusive upon each of such shareholders, and the Escrow Agent and Zhone may rely upon any nonpublic information such decision, act, consent or instruction of the Shareholder Agent as being the decision, act, consent or instruction of each shareholder of OptaPhone. In the absence of bad faith, the Escrow Agent and Zhone are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or about instruction of the Company to anyone (except on a need to know basis to individuals who agree to treat such information confidentially)Shareholder Agent.

Shareholder Agent. (a) By execution For purposes of this Agreement, immediately and automatically upon the approval of this Agreement by the requisite vote or written consent of the Shareholders, and without any further action on the part of any such Shareholders, each Company Shareholder hereby appoints and constitutes Noteholder shall be deemed to have consented to the law firm appointment of Fraser ▇▇▇▇▇▇ Casgrain the Shareholder Agent as agent (his, her or its representative and the "Shareholder Agent") attorney-in-fact for and on behalf of each such Shareholder and Noteholder, and the Company Shareholders taking by the Shareholder Agent of any and all actions and the making of any decisions required or permitted to give ----------------- and receive notices and communicationsbe taken by him or her under this Agreement, including the exercise of the power to authorize delivery to (i) settle or adjudicate an Indemnification Claim, affirm the retention by Parent of the Escrow Shares Holdback Shares, or any portion thereof, in satisfaction of claims by Parent, to object to such deliveries, to Indemnification Claims; (ii) agree to, negotiate, enter into settlements and compromises of, and demand arbitration of and comply with orders of courts and awards of arbitrators with respect to such claims, Indemnification Claims; (iii) resolve any Indemnification Claims; and to (iv) take all actions necessary or appropriate in the judgment of the Shareholder Agent for the accomplishment of the foregoingforegoing and all of the other terms, conditions and limitations of this Agreement, including without limitation, retaining legal counsel. Such agency may be changed Accordingly, the Shareholder Agent shall have unlimited authority and power to act on behalf of each Shareholder and Noteholder with respect to this Agreement and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to each such agreement. The reasonable costs and legal expenses for the foregoing actions incurred by the Shareholder Agent shall be paid by the recipients of the Holdback Shares out of the Holdback Shares. The Shareholders and Noteholders will be bound by all actions taken by the Shareholder Agent in connection with this Agreement, and Parent shall be entitled to rely on any action or decision of the Shareholder Agent. Parent is hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholder Agent. The Shareholder Agent will incur no liability with respect to any action taken or suffered by him or her in reliance upon any notice, direction, instruction, consent, statement or other document believed by him or her to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his or her own willful misconduct or gross negligence. In all questions arising under this Agreement, the Shareholder Agent may rely on the advice of counsel, and the Shareholder Agent will not be liable to anyone for anything done, omitted or suffered in good faith by the Shareholder Agent based on such advice. At any time, holders of a majority in interest of the Escrow Fund from time to time upon not less than 10 days' prior Holdback Shares, determined at the Effective Time, may appoint a new Shareholder Agent by written consent by sending notice and a copy of the written consent appointing such new Shareholder Agent signed by holders of a majority in interest of the Holdback Shares to Parent. No bond shall Such appointment will be required effective upon the later of the Shareholder Agent, and the Shareholder Agent shall receive no compensation for his services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the Company Shareholders. (b) The Shareholder Agent shall not be liable for any act done or omitted hereunder, as the Shareholder Agent while acting in good faith and date indicated in the exercise of reasonable judgment, and any act done consent or omitted pursuant to the advice of counsel shall be conclusive evidence of date such good faith. The Company Shareholders shall severally indemnify the Shareholder Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholder Agent and arising out of or in connection with the acceptance or administration of his duties hereunderconsent is received by Parent. (c) The Shareholder Agent shall have reasonable access to information about the Company and the reasonable assistance of the Company's officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Shareholder Agent shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Shareholder Agent. (a) By execution In the event that the Merger is approved by the shareholders of this Agreementthe Company, each Company Shareholder hereby appoints effective upon such vote, and constitutes the law firm without further act of Fraser any shareholder, ▇▇▇▇▇▇▇ Casgrain ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇ shall be appointed as agent the agents and attorneys-in-fact (the "Shareholder Agent") ), either of whom may take actions as Shareholder Agent without the jointer of the other, for each shareholder of the Company (except such shareholders, if any, as shall have perfected their dissenters' rights under the CGCL), for and on behalf of shareholders of the Company Shareholders Company, to give ----------------- and receive notices and communications, to authorize delivery to Parent of shares of Parent Common Stock from the Escrow Shares Fund in satisfaction of claims by ParentParent and the Depositary Agent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand litigation or arbitration and comply with orders and awards of courts and awards arbitrators in respect of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company from time to time upon not less than 30 days' prior written notice to Parent; provided, however, that the Shareholder Agent may not be removed unless the holders of at least a two-thirds' interest in the Escrow Fund agree to such removal and to the identity of the substituted shareholder agent. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest of the Escrow Fund from time Fund. Upon any change of the Shareholder Agent, Parent will promptly deliver to time upon the Depositary Agent notice of such change, as well as a specimen signature of such Shareholder Agent. Prior to receiving such notice and specimen signature, the Depositary Agent need not less than 10 days' prior written notice to Parentrecognize any change in the Shareholder Agent. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not receive no compensation for his services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the Company Shareholders. (b) The Shareholder Agent shall not be liable for any act done or omitted hereunder, as the Shareholder Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company Shareholders shall severally indemnify the Shareholder Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholder Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Shareholder Agent shall have reasonable access to information about the Company and the reasonable assistance shareholders of the Company's officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Shareholder Agent shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Shareholder Agent. (a) By execution For purposes of this Agreement, each the Company Shareholders hereby consent to the appointment of the Shareholder hereby appoints Agent (and constitutes any replacement hereunder), as representative of the law firm of Fraser ▇▇▇▇▇▇ Casgrain Company Shareholders, and as the agent (the "Shareholder Agent") and attorney-in-fact for and on behalf of each Company Shareholder, and, subject to the Company Shareholders express limitations set forth below, the taking by the Shareholder Agent of any and all actions and the making of any decisions required or permitted to give ----------------- and receive notices and communicationsbe taken by the Shareholder Agent under this Agreement, including, without limitation, the exercise of the power to (i) authorize delivery to Parent of the Escrow Shares and Escrow Cash, or any portion thereof, in satisfaction of claims by ParentClaims, to object to such deliveries, to (ii) 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 claimsClaims, and to (iii) take all actions necessary or appropriate in connection with the waiver of any condition to the obligations of the Company Shareholders under this Agreement, (iv) waive any right of the Company Shareholders, (v) give and receive all notices required to be given under this Agreement, (vi) resolve any Claims and (vii) take all actions necessary in the sole judgment of the Shareholder Agent for the accomplishment of the foregoingforegoing and all of the other terms, conditions and limitations of this Agreement. Such agency may The Shareholder Agent shall have unlimited authority and power to act on behalf of each Company Shareholder with respect to this Agreement and the disposition, settlement or other handling of all Claims, rights or obligations arising under this Agreement so long as all Company Shareholders are treated in the same manner. The Company Shareholders shall be changed bound by all actions taken by the Shareholder Agent in connection with this Agreement. Parent shall be entitled to rely on any action or decision of the Shareholder Agent, and no Company Shareholder shall have any cause of action against the Shareholder Agent for any action taken, decision made or instruction given by the Shareholder Agent under this Agreement, except for fraud, gross negligence or willful misconduct (including willful breach of this Agreement) by the Shareholder Agent. In performing the functions specified in this Agreement, the Shareholder Agent shall not be liable to the Company Shareholders in the absence of fraud, gross negligence or willful misconduct (including willful breach of this Agreement). In the event that Shareholder Agent dies, becomes unable to perform the responsibilities hereunder or resigns as the Shareholder Agent hereunder, a substitute representative shall be appointed by the holders of a majority in interest of the value of the Escrow Fund from time Shares and Escrow Cash to time upon not less than 10 days' prior written notice to Parent. No bond shall be required of the Shareholder Agent, and act as the Shareholder Agent shall receive no compensation for his servicesof the Company Shareholders hereunder. Notices or communications to or from The Shareholder Agent may resign as the Shareholder Agent shall constitute notice to or from each hereunder, effective upon a new representative being appointed in writing by Company Shareholders who beneficially own a majority of the Company Shareholders. value of the Escrow Shares (bvalued at the Closing Price) and Escrow Cash. The Shareholder Agent shall not be liable for entitled to receive any act done compensation from Parent or omitted hereunder, as the Company Shareholders in connection with this Agreement. Any out-of-pocket costs and expenses reasonably incurred by the Shareholder Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted connection with actions taken pursuant to the advice terms of counsel this Agreement shall be conclusive evidence paid by the Company Shareholders to the Shareholder Agent in proportion to their percentage interests in the value of such good faiththe Escrow Shares (valued at the Closing Price) and Escrow Cash. Parent agrees that, in acting as Shareholder Agent hereunder and performing his obligations as a Shareholder Agent hereunder, the Shareholder Agent shall not be deemed to have violated any fiduciary or similar duties (if any) that the Shareholder Agent may owe to Parent by virtue of his position(s) with Parent or its subsidiaries. Each of the Company Shareholders agree to indemnify and hold the Shareholder Agent harmless from and against all loss, liability, damages, cost or expense (including but not limited to reasonable attorneys' and experts' fees and court costs) incurred by the Shareholder Agent in connection with the performance of the Shareholder Agent's duties and obligations under this Agreement (other than any loss, liability, damages, cost or expense incurred through acts or omissions constituting gross negligence or willful misconduct on the Shareholder Agent's part). The provisions of this Section are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death, granted by each Company Shareholders shall severally indemnify Shareholder to the Shareholder Agent and hold him harmless against shall be binding upon the executors, heirs, legal representatives and successors of each Company Shareholder and any loss, liability or expense incurred without gross negligence or bad faith on references in this Agreement to a Company Shareholder shall include the part of the Shareholder Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Shareholder Agent shall have reasonable access successor to information about the Company and the reasonable assistance of the Company's officers and employees for purposes of performing its duties and exercising its Shareholders' rights hereunder, provided that whether pursuant to testamentary disposition, the Shareholder Agent shall treat confidentially laws of descent and not disclose any nonpublic information from distribution or about the Company to anyone (except on a need to know basis to individuals who agree to treat such information confidentially)otherwise.

Shareholder Agent. (a) By execution At the Effective Time, and without further ----------------- act of this Agreementany party, each Company Shareholder hereby appoints and constitutes the law firm of Fraser ▇▇▇▇ ▇. ▇▇▇▇▇▇ Casgrain shall be appointed as agent and attorney-in- fact (the "Shareholder Agent") for each shareholder of OptaPhone (except such ----------------- shareholders, if any, as shall have perfected their appraisal or dissenters' rights under the California Law), for and on behalf of the Company Shareholders shareholders of OptaPhone, to give ----------------- and receive notices and communications, to authorize delivery payment to Parent Zhone of amounts from the Escrow Shares Fund in satisfaction of claims by ParentZhone, to object to such deliveriespayments, 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 Shareholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of OptaPhone from time to time upon not less than thirty (30) days prior written notice to Zhone; provided that the Shareholder Agent may not be removed unless holders of at least a majority in an interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest of the Escrow Fund from time to time upon not less than 10 days' prior written notice to ParentFund. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not receive no compensation for his or her services. Notices or communications to or from the Shareholder Agent relating to the Escrow Fund shall constitute notice to or from each of the Company Shareholders. (b) shareholders of OptaPhone. The Shareholder Agent shall not be liable for any act done or omitted hereunder, hereunder as the Shareholder Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company Shareholders shareholders of OptaPhone on whose behalf the Escrow Amount was contributed to the Escrow Fund shall severally indemnify the Shareholder Agent and hold him the Shareholder Agent harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholder Agent and arising out of or in connection with the acceptance or administration of his the Shareholder Agent's duties hereunder. (c) The Shareholder Agent shall have reasonable access to information about the Company and , including the reasonable assistance fees and expenses of any legal counsel retained by the Company's officers and employees for purposes Shareholder Agent. A decision, act, consent or instruction of performing its duties and exercising its rights hereunder, provided that the Shareholder Agent relating to the Escrow Fund shall treat confidentially constitute a decision of all OptaPhone Shareholders, and not disclose shall be final, binding and conclusive upon each of such shareholders, and the Escrow Agent and Zhone may rely upon any nonpublic information such decision, act, consent or instruction of the Shareholder Agent as being the decision, act, consent or instruction of each shareholder of OptaPhone. In the absence of bad faith, the Escrow Agent and Zhone are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or about instruction of the Company to anyone (except on a need to know basis to individuals who agree to treat such information confidentially)Shareholder Agent.

Shareholder Agent. (a) By execution Each of the Shareholders, including each Key Shareholder, has irrevocably appointed and constituted the Shareholder Agent as its exclusive agent, and by virtue of this AgreementAgreement the Shareholder Agent is constituted as the agent of all Shareholder Indemnified Parties and Parent Indemnifying Parties, each Company Shareholder hereby appoints and constitutes to do the law firm of Fraser ▇▇▇▇▇▇ Casgrain as agent following: (the "Shareholder Agent"i) for and on behalf of the Company Shareholders to give ----------------- and receive notices and communications, to authorize delivery to Parent of the Escrow Shares in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, make claims and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claimsclaims made or any other action to be taken by or on behalf of any Shareholders under this Article VII, and to take all actions necessary or appropriate in the judgment of the Shareholder Agent for the accomplishment of the foregoing. Such agency may be changed by , and (ii) the holders deposit and withdrawal of a majority in interest funds into and from the Expense Fund, and the use of the Escrow Fund from time Stock as collateral to time upon not less than 10 days' prior written notice to Parentsecure the rights of the Indemnified Parties under this Article VII in the manner set forth herein and in the Escrow Agreement. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall receive no compensation for his its services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the Company Shareholders. (b) The Shareholder Agent shall not be liable for any act done or omitted hereunder, hereunder as the Shareholder Agent while acting in good faith and in the exercise of reasonable judgmentfaith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company Key Shareholders shall severally indemnify the Shareholder Agent and hold him such agent harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholder Agent and arising out of or in connection with the acceptance or administration of his the Shareholder Agent's duties hereunder. (c) . The Shareholder Agent shall have may recover its reasonable access to information about out-of-pocket costs and expenses incurred in connection with the Company performance of its duties, rights and the reasonable assistance responsibilities hereunder on behalf of the Company's officers Shareholders from the Expense Fund, all as provided in Section 2.18 and employees for purposes of performing its duties and exercising its rights hereunder, provided that in the Shareholder Agent shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree to treat such information confidentially)Escrow Agreement.