OR
PROCEEDING FOR WHICH PARENT OR, FOLLOWING THE CLOSING, COMPANY MAY BE ENTITLED
TO INDEMNIFICATION.
THIS POWER OF ATTORNEY IS COUPLED WITH AN INTEREST AND IS
IRREVOCABLE.
EACH COMPANY SHAREHOLDER AGREES THAT ANY ACTION THAT MAY BE TAKEN
OR RIGHT THAT MAY BE EXERCISED UNDER OR RELATED TO THIS AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY BY SUCH COMPANY SHAREHOLDER MAY ONLY BE TAKEN OR
EXERCISED BY THE SHAREHOLDER REPRESENTATIVE, AND THAT SUCH COMPANY SHAREHOLDER
SHALL BE BOUND BY ALL ACTIONS AND OMISSIONS OF THE SHAREHOLDER REPRESENTATIVE.
WITHOUT LIMITING THE FOREGOING, ANY NOTICE OR OTHER COMMUNICATION TO BE
DELIVERED TO THE COMPANY SHAREHOLDERS HEREUNDER SHALL BE EFFECTIVE FOR ALL
PURPOSES IF SUCH NOTICE OR OTHER COMMUNICATION IS DELIVERED TO THE SHAREHOLDER
REPRESENTATIVE.
(B)
THE SHAREHOLDER REPRESENTATIVE SHALL NOT BE LIABLE TO ANYONE FOR
ANY ACTION TAKEN OR NOT TAKEN BY HIM IN GOOD FAITH OR FOR ANY MISTAKE OF FACT OR
LAW FOR ANYTHING THAT HE MAY DO OR REFRAIN FROM DOING IN CONNECTION WITH HIS
OBLIGATIONS UNDER THIS AGREEMENT (I) WITH THE CONSENT OF COMPANY SHAREHOLDERS
WHO, AS OF THE DATE OF THIS AGREEMENT, OWNED A MAJORITY IN NUMBER OF THE
OUTSTANDING COMPANY SHARES OR (II) EVEN WITHOUT SUCH CONSENT, IN THE ABSENCE OF
HIS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
ANY ACTION TAKEN OR NOT TAKEN
PURSUANT TO THE ADVICE OF COUNSEL SHALL BE CONCLUSIVE EVIDENCE OF SUCH GOOD
FAITH.
THE COMPANY SHAREHOLDERS SHALL, JOINTLY AND SEVERALLY, INDEMNIFY AND
HOLD THE SHAREHOLDER REPRESENTATIVE, AND EACH SUCCESSOR THEREOF, HARMLESS FROM
ANY AND ALL LIABILITY AND EXPENSES (INCLUDING, WITHOUT LIMITATION, COUNSEL FEES)
THAT MAY ARISE OUT OF ANY ACTION TAKEN OR OMITTED BY HIM AS SHAREHOLDER
REPRESENTATIVE IN ACCORDANCE WITH THIS AGREEMENT, AS THE SAME MAY BE AMENDED,
MODIFIED OR SUPPLEMENTED, EXCEPT SUCH LIABILITY AND EXPENSE AS MAY RESULT FROM
THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE SHAREHOLDER REPRESENTATIVE.
(C)
THE SHAREHOLDER REPRESENTATIVE MAY RELY AND SHALL BE PROTECTED IN
RELYING OR REFRAINING FROM ACTING ON ANY INSTRUMENT REASONABLY
5
BELIEVED TO BE GENUINE AND TO HAVE BEEN SIGNED OR PRESENTED BY THE PROPER PARTY
OR PARTIES.
THE SHAREHOLDER REPRESENTATIVE SHALL NOT BE LIABLE FOR OTHER
PARTIES' FORGERIES, FRAUD OR FALSE PRESENTATIONS.
(D)
THE SHAREHOLDER REPRESENTATIVE SHALL HAVE REASONABLE ACCESS TO
INFORMATION ABOUT THE COMPANY AND THE REASONABLE ASSISTANCE OF THE COMPANY'S
OFFICERS AND EMPLOYEES FOR PURPOSES OF PERFORMING HIS DUTIES AND EXERCISING HIS
RIGHTS HEREUNDER, PROVIDED THAT THE SHAREHOLDER REPRESENTATIVE 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).
(E)
IF THE SHAREHOLDER REPRESENTATIVE SHALL BE UNABLE OR UNWILLING TO
SERVE IN SUCH CAPACITY, HIS SUCCESSOR SHALL BE NAMED BY THOSE PERSONS HOLDING A
MAJORITY OF THE COMPANY SHARES OUTSTANDING IMMEDIATELY PRIOR TO THE CLOSING, AND
SUCH SUCCESSOR(S) SHALL SERVE AND EXERCISE THE POWERS OF THE SHAREHOLDER
REPRESENTATIVE HEREUNDER.
ARTICLE 2.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE
COMPANY SHAREHOLDERS.
The Company and each