OF OR RELATED THERETO (THE "LITIGATION SH REPRESENTATIVE").
THE LITIGATION
SH REPRESENTATIVE WILL HAVE FULL POWER TO ACT ON BEHALF OF EACH SHAREHOLDER
ACCORDING TO THE TERMS OF THIS AGREEMENT AND THE TRANSACTION DOCUMENTS, TO GIVE
AND RECEIVE NOTICES ON BEHALF OF EACH SHAREHOLDER AND IN GENERAL TO DO ALL
THINGS AND TO PERFORM ALL ACTS ON EACH SHAREHOLDER'S BEHALF AS MAY BE
CONTEMPLATED BY THIS AGREEMENT AND THE TRANSACTION DOCUMENTS, ALL IN THE
ABSOLUTE DISCRETION OF THE LITIGATION SH REPRESENTATIVE.
EACH SHAREHOLDER SHALL
BE BOUND BY ALL ACTS OF THE LITIGATION SH REPRESENTATIVE TAKEN IN CONNECTION
WITH THIS AGREEMENT OR THE TRANSACTION DOCUMENTS.
NO GRANT OF AUTHORITY
HEREUNDER SHALL BE CONSIDERED AS REQUIRING THE EXERCISE OF SUCH AUTHORITY BY THE
LITIGATION SH REPRESENTATIVE.
THIS POWER OF ATTORNEY, AND ALL AUTHORITY HEREBY
CONFERRED, IS DEEMED COUPLED WITH AN INTEREST.
THE LITIGATION SH REPRESENTATIVE
IS ACTING SOLELY IN AN AGENCY CAPACITY AND WILL HAVE NO PERSONAL LIABILITY OF
ANY TYPE FOR ANY ACTION TAKEN IN THE CAPACITY OF THE LITIGATION SH
REPRESENTATIVE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, INCLUDING THE
COMPROMISE, SETTLEMENT, PAYMENT OR DEFENSE OF ANY CLAIM (INCLUDING EXPENSES AND
COSTS ASSOCIATED THEREWITH) UNDER THIS AGREEMENT, REGARDLESS OF WHETHER ANY
SHAREHOLDER IS THE CLAIMANT OR THE PARTY AGAINST WHOM A CLAIM IS BEING MADE.
EACH SHAREHOLDER HEREBY AGREES, JOINTLY AND SEVERALLY, TO INDEMNIFY, DEFEND AND
HOLD BUYER, THE COMPANY AND THE SUBSIDIARY HARMLESS FROM AND AGAINST ANY AND ALL
CLAIMS, LOSSES, LIABILITIES, DAMAGES AND EXPENSES (INCLUDING REASONABLE
ATTORNEYS' FEES) WHICH MAY BE IMPOSED UPON, INCURRED BY OR ASSERTED AGAINST THE
BUYER, THE COMPANY OR THE SUBSIDIARY BY ANY SHAREHOLDER OR ANY OTHER PERSON IN
RELIANCE ON THE ACTIONS OF THE LITIGATION SH REPRESENTATIVE AS THE DULY
APPOINTED REPRESENTATIVE OF THE SHAREHOLDERS PURSUANT TO THIS AGREEMENT OR THE
TRANSACTION DOCUMENTS. IN THE EVENT THAT THE LITIGATION SH REPRESENTATIVE HAS
RESIGNED, DIED OR BEEN REMOVED BY THE SHAREHOLDERS HOLDING AT LEAST TWO-THIRDS
OF THE SHARES, ON AN AS-CONVERTED BASIS, THEN THE SHAREHOLDERS HOLDING A
MAJORITY OF THE SHARES, ON AN AS-CONVERTED BASIS, SHALL APPOINT A REPLACEMENT
LITIGATION SH REPRESENTATIVE, WHO SHALL BE REASONABLY ACCEPTABLE TO BUYER.
THE
LITIGATION SH REPRESENTATIVE WILL PROMPTLY NOTIFY BUYER OF ANY CHANGES TO THE
LITIGATION SH REPRESENTATIVE.
34
ARTICLE 7
ADDITIONAL COVENANTS
7.1
NONDISCLOSURE OF CONFIDENTIAL INFORMATION.
FOR [****]
AFTER
THE CLOSING DATE, THE SHAREHOLDERS SHALL NOT REVEAL CONFIDENTIAL INFORMATION TO
ANY PERSON (OTHER THAN TO SUCH PARTY'S ATTORNEYS, ACCOUNTANTS, INVESTMENT
ADVISORS AND BANKERS ON A NEED TO KNOW BASIS ONLY), OR USE THE CONFIDENTIAL
INFORMATION FOR ANY PURPOSE OTHER THAN IN CONNECTION WITH (A) THE PREPARATION OF
TAX RETURNS AND INVESTIGATIONS, AUDITS OR DISPUTES INVOLVING SAME, OR (B)
LITIGATION OR OTHER DISPUTES INVOLVING A CLAIM ARISING OUT OF OR RELATING TO THE
OPERATION OF THE COMPANY AND THE SUBSIDIARY OR THE BUSINESS PRIOR TO THE
CLOSING, BUYER'S INVESTIGATION OF THE COMPANY AND THE SUBSIDIARY OR THE
BUSINESS, THIS AGREEMENT OR ANY TRANSACTION DOCUMENT, THE NEGOTIATION AND
EXECUTION OF THIS AGREEMENT OR ANY TRANSACTION