Actions of the Shareholder Representative. A decision, act, ----------------------------------------- consent or instruction of the Shareholder Representative shall constitute a decision of all the Company Shareholders and shall be final, binding and conclusive upon each of such Company Shareholder, and the Escrow Agent and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each and every such Company Shareholder. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholder Representative.
Actions of the Shareholder Representative. A decision, act, consent or instruction of the Shareholder Representative shall constitute a decision of all the Escrow Participants for whom a portion of the funds otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each of such Escrow Participants, and the Escrow Agent and Buyer may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each and every such Escrow Participant. The Escrow Agent and Buyer are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholder Representative.
Actions of the Shareholder Representative. A decision, act, consent or instruction of the Shareholder Representative in respect of any action under this Agreement or the Escrow Agreement shall constitute a decision of all Company stockholders and Indemnitors and shall be final, binding and conclusive upon each such Company stockholder and other Indemnitor and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Shareholder Representative hereunder or under the Escrow Agreement as being the decision, act, consent or instruction of each and every such Company stockholder and other Indemnitor. The Escrow Agent and Parent are hereby relieved from any liability to any Person (including any Company stockholder or other Indemnitor) for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholder Representative.
Actions of the Shareholder Representative. Any decision, act, consent, or instruction of the Shareholder Representative shall constitute a decision of all Shareholders and shall be final, binding, and conclusive upon each Shareholder, and Pubco may rely upon any decision, act, consent, or instruction of the Shareholder Representative as being the decision, act, consent, or instruction of each Shareholder. Pubco is hereby relieved from any liability to any person for any acts done by Pubco in accordance with any such decision, act, consent, or instruction of the Shareholder Representative. The undersigned executed this Agreement as of the date first written above. PUBCO: [·] By: Name: Title: THE COMPANY: TOPPS INTERMEDIATE HOLDCO, INC. By: Name: Title: SHAREHOLDER REPRESENTATIVE: MADISON DEARBORN PARTNERS, LLC By: Name: Title: SHAREHOLDERS [·] By: Name: Title: Schedule A Exhibit A FORM OF JOINDER AGREEMENT This JOINDER AGREEMENT, dated as of _________________, 20___ (this “Joinder”), is delivered pursuant to that certain Tax Receivable Agreement, dated as of [·] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Tax Receivable Agreement”) by and among [●], a Delaware corporation (the “Corporation”), [Madison Dearborn Partners, LLC, a Delaware limited liability company] in its capacity as the shareholder representative (the “Shareholder Representative”), and each Shareholder (as defined therein) from time to time party thereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in the Tax Receivable Agreement.
Actions of the Shareholder Representative. For purposes of ----------------------------------------- this Section, a decision, act, consent or instruction of the Shareholder Representative shall constitute a decision of all the shareholders of the Company for whom a portion of the Escrow Amount otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each of such shareholders of the Company, and the Escrow Agent, Parent and Sub may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such shareholder of the Company. The Escrow Agent, Parent, and Sub are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholder Representative.
Actions of the Shareholder Representative. A decision act, consent or instruction of the Shareholder Representative with respect to the Escrow Shares, the Escrow Fund or this Escrow Agreement shall constitute a decision of all the LinkSpot Stockholders for whom a portion of the Escrow Shares otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each of such stockholders, and the Escrow Agent and Parent may rely upon any such written decision, consent or instruction of the Shareholder Representative as being the decision, consent or instruction of each every such stockholder. The Escrow Agent, Parent, LinkSpot and Merger Sub are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, consent or instruction of the Shareholder Representative.
Actions of the Shareholder Representative. Buyer and Merger Sub shall be entitled to rely on any action taken by the Shareholder Representative after the Effective Time on behalf of the Signing Shareholders (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Signing Shareholder as fully as if such Signing Shareholder had taken such Authorized Action.
Actions of the Shareholder Representative. A decision, act, consent or instruction of the Shareholder Representative in respect of any action under this Agreement or the Escrow Agreement shall constitute a decision of all Indemnitors and shall be final, binding and conclusive upon each such Indemnitor and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Shareholder Representative hereunder or under the Escrow Agreement as being the decision, act, consent or instruction of each and every such Indemnitor. The Escrow Agent and Parent are hereby relieved from any liability to any Person (including any Indemnitor) for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholder Representative.
Actions of the Shareholder Representative. A decision, act, consent or instruction of the Shareholder Representative shall constitute a decision of all NDI Shareholders and shall be final, binding and conclusive upon each such NDI Shareholder, and the Escrow Agent and the Corporation may rely upon any such decision, act, consent or instruction and are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction.
Actions of the Shareholder Representative. The Shareholder Representative represents and warrants to the Escrow Agent that it is duly appointed and fully authorized to act as the Shareholder Exhibit 3.1-5 Representative, as contemplated by the terms of this Agreement and the Merger Agreement. The Escrow Agent shall not be required to act upon or take notice of any direction, demand, notice, communication or instructions provided to the Escrow Agent by any recipient of Merger Consideration, but shall act upon and take notice solely of notices, communications and instructions provided to the Escrow Agent by the Shareholder Representative. A decision, act, consent or instruction of the Shareholder Representative shall constitute a decision of all the Equityholders for whom a portion of the Escrow Amount otherwise deliverable to them has been deposited in the Escrow Fund and shall be final, binding and conclusive upon each of such Equityholders, and the Escrow Agent and Buyer may rely conclusively and without inquiry upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of every such Equityholders. The Escrow Agent and Buyer are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholder Representative.
