Incredimail 2011 Annual Report Download - page 218

(d) Except as otherwise indicated, all references in this Agreement to “Sections,” “Schedules” and “Exhibits”
are intended to refer to Sections
of this Agreement and Schedules and Exhibits to this Agreement.
11.16 Conflict Waiver
. Each of the parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers,
employees and Affiliates, that the Company is the client of Wilson Sonsini Goodrich & Rosati (the “ Firm ”).
After the Closing, it is possible that the Firm will
represent the Participating Securityholders, the Shareholder Representative and their respective Affiliates (individually and collectively, the “ Seller Group ”)
in
connection with matters related to this Agreement or the Escrow Agreement, including, without limitation, matters related to the Escrow Fund and any claims related
thereto pursuant to this Agreement. Parent, Purchaser and the Company hereby agree that the Firm (or any successor) may represent the Seller Group in the future in
connection with matters related to this Agreement or the Escrow Agreement and any claims that may be made thereunder pursuant to this Agreement. The Firm (or
any successor) may serve as counsel to Seller Group or any director, member, partner, officer, employee, representative, or Affiliate of the Seller Group, in connection
with any litigation, claim or obligation arising out of or relating to this Agreement or the Escrow Agreement or the transactions contemplated by this Agreement or the
Escrow Agreement, and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom. Each of the parties hereto
acknowledges that such consent and waiver is voluntary, has been carefully considered and the parties have consulted with counsel or been advised they should do so
in connection with this waiver and consent.
12.1 Power of Attorney
. Effective as of the date hereof, for purposes of this Agreement, each Participating Securityholder, without any further action
on the part of any such Participating Securityholder, shall be deemed to have consented to the appointment of Shareholder Representative Services LLC as the
Shareholder Representative, as the attorney-in-
fact for and on behalf of such Participating Securityholder, and the taking by the Shareholder Representative of any and
all actions and the making of any decisions required or permitted to be taken by him under this Agreement and the Escrow Agreement, including without limitation: (i)
to execute this Agreement and the Escrow Agreement in the capacity of Shareholder Representative; (ii) to give and receive notices and communications; notices or
communications to or from the Shareholder Representative shall constitute notice to or from each of the Participating Securityholders; (iii) to approve or object to
disbursements by the Payment Agent of the Escrow Fund in satisfaction of indemnification claims by Parent or any Parent Indemnitee, 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 claims relating to the Escrow
Fund; (iv) to enforce the rights of the Participating Securityholders to receive the Merger Consideration from Purchaser following the Effective Time; and (v) to take
all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing. Each Participating Securityholder
hereby agrees to receive correspondence from the Shareholder Representative, including in electronic form.
Section 12.
SHAREHOLDER REPRESENTATIVE
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