Shareholder Representative. (A) By virtue of the approving this Agreement and accepting Merger Consideration, the Participating Shareholders appoint Eric Garfield as "SHAREHOLDER REPRESENTATIVE". The Shareholder Represexxxxxxx xxxx be agent and attorney-in-fact for and on behalf of each of the Participating Shareholders and shall have full power and authority to represent all of the Participating Shareholders and their successors with respect to all matters arising under this Agreement. All actions taken by the Shareholder Representative hereunder shall be binding upon all Participating Shareholders and their successors as if expressly confirmed and ratified in writing by each of them, including, but not limited to, resolving all claims relating the Escrow and any indemnification claims and obligations. The Shareholder Representative shall take any and all actions which he believes are necessary or appropriate under this Agreement for and on behalf of the Participating Shareholders, as fully as if he were acting on his own behalf, including, without limitation, consenting to, compromising or settling issues with respect to the Escrow and all such indemnity claims with Parent under this Agreement, taking any and all other actions specified in or contemplated by this Agreement, and engaging counsel, or accountants in connection with the foregoing matters. Without limiting the generality of the foregoing, the Shareholder Representative shall have full power and authority to interpret all the terms and provisions of this Agreement and to consent to any amendment hereof on behalf of all Participating Shareholders and such successors. The person designated to serve as the Shareholder Representative may be changed by the Participating Shareholders who are entitled to receive a majority of the Escrow when and if it becomes payable hereunder from time to time upon not less than ten days prior written notice to Parent. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall receive no compensation for services but shall be entitled to be reimbursed by the Participating Shareholders for reasonable expenses incurred in the performance of his duties hereunder, including expenses of legal counsel. All such expenses shall be payable from the Escrow, if sufficient.
Shareholder Representative. (a) The Shareholder Representative is hereby appointed as agent and attorney-in-fact, for and on behalf of each Indemnifying Party, to give and receive notices and communications related to claims for Losses, to authorize payment to the order of an Indemnified Party from the Escrow Fund in satisfaction of claims by an Indemnified Party, to object to and defend against such claims, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representatives for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement; provided, however, that the Shareholder Representative shall have no authority to bind any Indemnifying Party to any liability that is not satisfied solely from the Escrow Fund other than liabilities pursuant to section 6.2(a)(v). Such agency may be changed by the Indemnifying Parties from time to time upon not less than thirty (30) days prior written notice to the Surviving Corporation; provided, however, that the Shareholder Representative may not be removed unless holders of a majority-in-interest in the Escrow Fund agree to such removal; provided that if such removal results in there being no Shareholder Representative, then the removal shall not be effective until the Shareholders shall have appointed a substituted agent. A Shareholder Representative may resign at any time upon thirty (30) days advance notice to Holdings, the Escrow Agent. A vacancy in the position of Shareholder Representative at any time prior to the Survival Date shall be filled promptly by holders of a majority-in-interest in the Escrow Fund. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for his services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the Indemnifying Parties.
Shareholder Representative. (i) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholder, Xxxxxxx X. Xxxxxx shall be appointed as agent and attorney-in-fact (the "Shareholder Representative") for each Company Shareholder, for and on behalf of shareholders of the Company, to give and receive notices and communications, to authorize delivery to Parent of payments 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 Representative 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 thirty (30) days prior written notice to Parent; provided that the Shareholder Representative may not be removed unless a majority-in-interest of the Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive compensation for services as such. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees.
Shareholder Representative. The Selling Parties, by virtue of their execution and delivery of this Agreement or, with respect to Selling Parties that are not signatories to this Agreement, by virtue of approval of this Agreement and the Merger by the Shareholders in accordance with the requirements of Delaware Law and by their acceptance of any Merger Consideration due to them, will be deemed to have irrevocably constituted and appointed, effective as of the date of this Agreement, IBF (together with its permitted successors, the "Shareholder Representative"), as their true and lawful agent and attorney-in-fact, and the Shareholder Representative, by its execution of this Agreement shall be deemed to have accepted such appointment, to enter into any agreement in connection with the transactions contemplated by this Agreement or the Escrow Agreement, to exercise all or any of the powers, authority and discretion conferred on it under any such agreement, to act as proxy for each Selling Party in connection with any shareholder approvals required in connection with the transactions contemplated by this Agreement, to waive or modify any terms and conditions of any such agreement (other than payment of the Merger Consideration due at Closing), to give and receive notices on their behalf, and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any such agreement, including, without limitation, the assertion, prosecution, defense, settlement or compromise of and claim, action or proceeding for which any Shareholder, Purchaser, or the Merger Sub may be entitled to indemnification and the Shareholder Representative agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. This power of attorney is coupled with an interest and is irrevocable. The Shareholder Representative shall not be liable for any action taken or not taken by him in his capacity as Shareholder Representative either (i) with the consent of stockholders who, as of the date of this Agreement, own a majority in number of the outstanding shares of Company voting stock (considered on an as converted basis), or (ii) in the absence of its own willful misconduct. If the Shareholder Representative shall be unable or unwilling to serve in such capacity, its successor shall be named by those persons holding a majority of the shares of Company voting stock outstanding immediately prior to t...
Shareholder Representative. The Shareholders hereby irrevocably designate and appoint Xxxxxxx & Associates, 0000 X Xxxxxx, X.X. Xxxxxxxxxx, Xxxxxxxx xx Xxxxxxxx 00000, as their agent and attorney in fact (the "Shareholders' Representative") with full power and authority until the Closing to execute, deliver, and receive on their behalf all notices, requests, and other communications hereunder; to fix and alter on their behalf the date, time, and place of the Closing; to waive, amend, or modify any provisions of this Agreement, and to take such other action on their behalf in connection with this Agreement, the Closing, and the transactions contemplated hereby as such agent or agents deem appropriate; provided, however, that no such waiver, amendment, or modification may be made if it would decrease the number of shares to be issued to the Shareholders hereunder or increase the extent of their obligation to indemnify Reorganization hereunder.
Shareholder Representative. 11.7.1 At the Closing, Xxxxxx shall be constituted and appointed as the Shareholder Representative. The Shareholder Representative shall be the exclusive representative, agent and attorney-in-fact for and on behalf of the Sellers to: (i) give and receive notices, instructions and communications permitted or required under this Agreement, or any other agreement, document or instrument entered into or executed in connection with the Transactions, for and on behalf of any Seller, to or from Buyer (on behalf of itself or any other Seller) relating to this Agreement or any of the Transactions and any other matters contemplated by this Agreement or by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by a Seller individually), (ii) review, negotiate and agree to and authorize Buyer to reclaim an amount from the Aggregate Holdback Amount and Escrow Amount in satisfaction of claims asserted by Buyer (on behalf of itself or any other Buyer Indemnified Party, including by not objecting to such claims) pursuant to Sections 4, 9 and 10, (iii) object to such claims pursuant to Section 10, (iv) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims, resolve any such claims, take any actions in connection with the resolution of any dispute relating hereto or to the Transactions by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of any Indemnifying Shareholder or necessary in the judgment of the Shareholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, (v) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Indemnifying Shareholders, (vi) consent or agree to, including the execution and delivery of, any amendment to this Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Sellers in accordance with the terms hereof and in the manner provided herein, (vii) pursuant to Section 2 and 3, review, negotiate, object to, accept or agree to Buyer’s calculation of Purchase Price (including any portion thereof such as an Earn-...
Shareholder Representative. (a) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholder, Jxxxxx Xxxxxxx shall be appointed as agent and attorney-in-fact (the “Shareholder Representative”) for each Shareholder, for and on behalf of the Shareholders, to give and receive notices and communications, to authorize delivery to Parent of cash and shares of Parent 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 Representative for the accomplishment of the foregoing. Such agency may be changed by the Shareholders from time to time upon not less than 30 days prior written notice to Parent; provided, however, that the Shareholder Representative may not be removed unless holders of a majority in interest in the Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Shareholder Representative may be filled by approval of the holders of a majority in interest in the Escrow Fund. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive compensation for his or her services. The Shareholder Representative shall be entitled to reimbursement from time to time of any reasonable expenses out of funds available from the Escrow Fund by delivering to the Escrow Agent a reasonably detailed notice thereof. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the Shareholders.
Shareholder Representative. Each shareholder, by acceptance of Merger Consideration, shall be deemed to have designated and appointed Xxxxxx X. Xxxxx with full power of substitution (the "Shareholder Representative") as the representative of any such shareholder to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by the shareholders (including, without limitation, any acts, agreements, amendments or resolution of disputes related to the Contingent Deferred Payment (including any amendments to any of the targets and other provisions of Exhibit A hereto) and any matters referred to in Article IX or X hereof) and hereby acknowledges that the Shareholder Representative shall be the only person authorized to take any action so required, authorized or contemplated by this Agreement by any shareholder. Each shareholder is thereby deemed to have further acknowledged that the foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such shareholder. Each shareholder is thereby deemed to have authorized the other parties hereto to disregard any notice or other action taken by each shareholder pursuant to this Agreement except for the Shareholder Representative. The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the Shareholder Representative and are and will be entitled and authorized to give notices only to the Shareholder Representative for any notice contemplated by this Agreement to be given to any such shareholder.
Shareholder Representative. 14.13.1 The Acquiror shall be entitled to deal exclusively with __________ (the “Representative”) as the sole and exclusive representative and agent of the Shareholder and CMN Management in respect of all matters arising under or pertaining to this Agreement, unless and until the Acquiror receives notice to the contrary as provided in Section 14.13.2 below. Without limiting the foregoing, (a) any notice, communication, demand, claim, action or proceeding required or permitted hereunder may be delivered by the Acquiror to, or brought by the Acquiror against, the Representative in its capacity as agent and representative of the Shareholder and CMN Management with the same effect, and which shall be binding to the same degree, as if delivered to, or brought against, the Shareholder and CMN Management individually; (b) any settlement or other agreement of the Acquiror with the Shareholder and CMN Management in its capacity as agent and representative of the Shareholder and CMN Management in respect of all matters arising under or pertaining to this Agreement shall have the same effect, and be binding upon, the Shareholder and CMN Management to the same degree as if made with the Shareholder and CMN Management individually; and (c) except as provided in Section 14.13.2, the Acquiror shall not be required to recognize or respond to, and shall not be bound by, any notice, communication, demand, claim, action or proceeding delivered to or brought against the Acquiror by the Shareholder and CMN Management in respect of all matters arising under or pertaining to this Agreement except through the Representative in its capacity as agent and representative of the Shareholder.
Shareholder Representative. (a) Each Shareholder hereby constitutes and appoints Sxxx Xxxxxxx as its agent and true and lawful attorney-in-fact (the “Shareholder Representative”), with full power and authority in the name of and for and on behalf of such Shareholder, to serve as the Shareholder Representative under this Agreement and the other Transaction Documents, and to exercise the power and authority to act on behalf of, and in the name of, such Shareholder with respect to all matters relating to this Agreement or such other agreements, and the transactions contemplated hereunder or thereunder (including the execution and delivery of the Escrow Agreement on behalf of the Shareholders). Without limiting the generality of the foregoing, the Shareholder Representative is hereby granted the power and authority by each Shareholder to negotiate and enter into amendments to this Agreement and the other agreements contemplated hereby for himself and on behalf of the Shareholder, to act on each Shareholder’s behalf in any dispute, litigation or arbitration involving this Agreement, the other Transaction Documents or such other agreements or any document delivered to the Shareholder Representative in such capacity pursuant hereto or thereto, to entering into any documents required or permitted and contesting and settling any and all claims for indemnification under Article 10, to authorize the release of the Shareholder Representative Fund Amount or otherwise control the Shareholder Representative Fund Amount and to do or refrain from doing all such further acts and things, and execute all such documents, as the Shareholder Representative shall deem necessary or appropriate in connection with the transactions contemplated hereby.
