Common use of Shareholder Agent Clause in Contracts

Shareholder Agent. In the event that the Merger is approved by the shareholders of the Company, effective upon such vote, and without further act of any shareholder, Nich▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ll be appointed as agent and attorney-in-fact (the "Shareholder Agent") for each shareholder of the Company (except such shareholders, if any, as shall have perfected their dissenters' rights under California Law), for and on behalf of shareholders of the Company, to give and receive notices and communications, to authorize delivery to Parent of shares of Parent Common Stock from the Escrow Fund 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 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 holders of 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. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not receive compensation for his services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the shareholders of the Company.

Shareholder Agent. In the event that the Merger is approved by the shareholders of the Company, effective upon such vote, and without further act of any shareholder, Nich▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ll ▇▇ shall be appointed as the agent and attorney-in-fact (the "“Shareholder Agent") ”), for each shareholder of the Company, including all persons receiving shares of Company Common Stock upon exercise of Company Stock Options (except such shareholders, if any, as shall have perfected their dissenters' ’ rights under California Lawthe Act), for and on behalf of shareholders of the Company, to give and receive notices and communications, to authorize delivery to Parent reductions of shares of Parent Common Stock from the Escrow Fund Warranty Reserve in satisfaction of claims by Parent, to object to such deliveriesreductions, 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 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 thirds’ interest in the Escrow Fund Warranty Reserve 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 FundWarranty Reserve. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not receive compensation for his services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the shareholders of the Company.