Actions of the Shareholders’ Representative. (a) With respect to indemnification claims for iPrint Losses, any decision, act, consent or instruction of the Shareholders' Representative shall constitute a decision of all Shareholders and the Shareholder Group, and shall be final, binding and conclusive upon each of the Shareholders and the Shareholders Group; and the Escrow Agent and iPrint may rely upon any such decision, act, consent or instruction of the Shareholders' Representative as being the decision, act, consent or instruction of each of the Shareholders and the Shareholders Group. The Escrow Agent and iPrint shall not be deemed liable on account of reliance upon the due authority of the Shareholders' Representative on behalf of the Shareholders Group as provided herein with respect to any decision, act, consent or instruction of the Shareholders' Representative.
Actions of the Shareholders’ Representative. Except for decisions, acts, consents or instructions that contravene Section 8.1(c), a decision, act, consent or instruction of the Shareholders’ Representative shall constitute a decision of all of the Selling Parties and shall be final, binding and conclusive upon each and every Selling Party, and the other Parties to this Agreement may rely upon any decision, act, consent or instruction of the Shareholders’ Representative as being the decision, act, consent or instruction of each and every Selling Party.
Actions of the Shareholders’ Representative. A decision, act, consent or instruction of the Shareholders’ Representative shall constitute a decision of all the Shareholders for whom a portion of the Indemnification Escrow Consideration otherwise payable to them are deposited in the Indemnification Escrow Fund and shall be final, binding and conclusive upon each of the Shareholders, and the Escrow Agent and Purchaser may rely upon any such decision, act, consent or instruction of the Shareholders’ Representative as being the decision, act, consent or instruction of each Shareholder. The Escrow Agent and Purchaser 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 Shareholders’ Representative with respect to the Indemnification Escrow Consideration.
Actions of the Shareholders’ Representative. A decision, act, consent or instruction of the Shareholders’ Representative shall constitute a decision of all of the MegaSys Shareholders and shall be final, binding and conclusive upon each such MegaSys Shareholder, and Iveda may rely upon any decision, act, consent or instruction of the Shareholders’ Representative as being the decision, act, consent or instruction of each and every such MegaSys Shareholder. Iveda is 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 Shareholders’ Representative.
Actions of the Shareholders’ Representative. Any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Shareholders’ Representative that is within the scope of the Shareholders’ Representative’s authority under this ARTICLE 7 shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all Indemnifying Shareholders shall be final, binding and conclusive upon each such Indemnifying Shareholder; and Parent, Merger Sub, each Indemnified Person and the Escrow Agent shall be entitled to rely upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Indemnifying Shareholder. Except for their gross negligence and willful misconduct, each Indemnified Person and the Escrow Agent are unconditionally and irrevocably relieved from any liability to any person for any acts done by them in accordance with any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent or instruction of the Shareholders’ Representative.
Actions of the Shareholders’ Representative. A decision, act, consent or instruction of the Shareholders’ Representative (acting in its capacity as the Shareholders’ Representative) shall constitute a decision of all the Shareholders and shall be final, conclusive and binding upon each such Shareholder, and Parent may rely upon any such decision, act, consent or instruction of the Shareholders’ Representative as being the decision, act, consent or instruction of each such Shareholder. Each of Parent, Merger Sub and the Surviving Corporation are hereby relieved from any liability to any Person for any acts done by any of Parent, Merger Sub or the Surviving Corporation in accordance with such decision, act, consent or instruction of the Shareholders’ Representative.
Actions of the Shareholders’ Representative. A decision, act, consent or instruction of the Shareholders’ Representative relating to this Agreement shall constitute a decision of all the Principal Shareholders, and by approval of this Agreement pursuant to the Company Shareholder Approval, all the Common Equity Holders, and shall be final, binding and conclusive upon all such Common Equity Holders. Parent, the Surviving Corporation and the Escrow Agent may rely upon any such decision, act, consent or instruction of the Shareholders’ Representative as being the decision, act, consent or instruction of each of the Common Equity Holders. In the absence of bad faith by Parent or Surviving Corporation, Parent, the Surviving Corporation and the Escrow Agent 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 Shareholders’ Representative.
Actions of the Shareholders’ Representative. Each Target Shareholder agrees that Buyer and the Company shall be entitled to rely on any action taken collectively by the Shareholders' Representative, on behalf of the Target Shareholders pursuant to this Article 7 (each, an "Authorized Action"), and that each Authorized Action shall be binding on each Target Shareholder as fully as if such Target Shareholder had taken such Authorized Action.
Actions of the Shareholders’ Representative. From and after the Effective Time, a decision, act, consent or instruction of the Shareholders’ Representative shall constitute a decision of all Shareholders and shall be final, binding and conclusive upon each shareholder of the Company, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Shareholders’ Representative as being the decision, act, consent or instruction of each shareholder of the Company. Parent is hereby relieved from any liability to any Person for any acts done by Parent in accordance with any such decision, act, consent or instruction of the Shareholders’ Representative.
Actions of the Shareholders’ Representative. (i) All actions, decisions and instructions of the Shareholders Representative shall be conclusive and binding upon all Former Target Shareholders, and no Former Target Shareholder shall have any cause of action against the Shareholders Representative for any action taken or not taken, decision made or instruction given by the Shareholders Representative under this Agreement, the Paying Agent Agreement, the Escrow Agreement or the Holders Escrow Agreement, except for fraud, gross negligence, willful misconduct or bad faith by the Shareholders Representative.
