Appointment of Shareholders' Representative. For purposes of (i) negotiating and settling, on behalf of the Corporation’s shareholders, any dispute that arises under this Agreement after the Effective Time, (ii) accepting delivery of notices hereunder to the former Corporation stockholders after the Effective Time, (iii) negotiating and settling matters with respect to the amounts to be paid to the holders of Units of the Liquidating Trust pursuant to the Liquidating Trust Agreement, if any, the Shareholders Representative is hereby appointed, authorized and empowered to be the exclusive representative, agent and attorney-in-fact of the Corporation shareholders and holders of Units of the Liquidating Trust, with full power of substitution, to make all decisions and determinations and to act (or not act) and execute, deliver and receive all agreements, documents, instruments and consents on behalf of and as agent for such Corporation shareholders or holders of Units of the Liquidating Trust at any time in connection with, and that may be necessary or appropriate to accomplish the intent and implement the provisions of this Agreement and the Liquidating Trust Agreement, and to facilitate the consummation of the transactions contemplated hereby and thereby. By executing this Agreement, the Shareholders Representative accepts such appointment, authority and power. Without limiting the generality of the foregoing, the Shareholders Representative shall have the power to take any of the following actions on behalf of the Corporation’s former shareholders: to give and receive notices, communications and consents under this Agreement and the Liquidating Trust Agreement on behalf of the Corporation’s former shareholders and holders of Units of the Liquidating Trust; to negotiate, enter into settlements and compromises of, resolve and comply with orders of courts and other third-party intermediaries with respect to any disputes arising under this Agreement or the Liquidating Trust Agreement; and to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Shareholders Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the activities described in this Section 5.12.
Appointment of Shareholders' Representative. (a) If the Wood Proposal obtains the Wood Shareholder Approval, effective upon such vote, and without further act of any Shareholder, Xxxxx Xxxxxxxx shall be appointed (and by his execution of this Agreement indicates his acceptance of such appointment) as the Shareholders' representative (the "Shareholders' Representative") for: -----------------------------
Appointment of Shareholders' Representative. The parties to this Agreement hereby agree to the appointment of Xxxxxxx XxxXxxxxx (the "Shareholders Representative") as representative of the parties to this Agreement, for the purpose of negotiating and entering into the Share Exchange Agreement on their behalf.
Appointment of Shareholders' Representative. For purposes of this Agreement, pursuant to the Shareholder Approval and this Agreement, the Shareholders hereby designate the Shareholders’ Representative to serve as the true and lawful attorney-in-fact and agent of the Shareholders for the purposes contemplated by this Agreement.
Appointment of Shareholders' Representative. The Shareholders irrevocably constitute and appoint Danixx X. Xxxx xx the Shareholders' Representative who shall act as their agent and attorney-in-fact to modify or amend this Agreement or any of its terms or provisions (including modifications, amendments or changes subsequent to the Effective Time except that after approval by Shareholders, changes cannot be made which adversely impact the Share Consideration to be paid to the Shareholders), to take all actions and to execute all transaction documents necessary or desirable to consummate the transactions contemplated by this Agreement, and to take all actions and to execute all documents which may be necessary or desirable in connection therewith, to give and receive consents and all notices hereunder, and to perform any other act arising under or pertaining to this Agreement and the transactions contemplated. The Shareholders agree that service of process upon the Shareholders' Representative in any action or proceeding arising under or pertaining to this Agreement shall be deemed to be a valid service of process upon the Shareholders and any claim by Parent against the Shareholders with respect to this Agreement may be asserted against, and settled with, the Shareholders' Representative. The Shareholders' Representative shall be deemed to have accepted the appointment upon his execution of this Agreement.
Appointment of Shareholders' Representative. (a) As, and by voting in favor of or consenting to the Merger and/or by virtue of the approval of the Merger, the Company Stockholders and Optionholders shall be deemed to have approved the designation of Providence Equity Partners, Inc. (in such capacity the “Shareholders’ Representative”) as, the attorney-in-fact and agent for and on behalf of each Company Stockholder and Optionholder and their respective heirs, successors and assigns with respect to the post-Closing adjustments contemplated by Section 2.5, claims for indemnification under this Article IX and the taking by the Shareholders’ Representative of any and all actions and the making of any decisions required or permitted to be taken by the Shareholders’ Representative
Appointment of Shareholders' Representative. Each of the Shareholders does hereby irrevocably make, constitute and appoint the Shareholders’ Representative as his, her or its agent, to act in his, her or its name, place and stead, as such Shareholder’s attorney-in-fact, to (i) execute and deliver all documents necessary or desirable to carry out the intent of the this Agreement (including in the name of, or on behalf of, such Shareholder), (ii) make all elections or decisions entered into in connection with this Agreement, (iii) hold such Shareholder’s equity securities of the Company and transfer, exercise or convert such equity securities, as the case may be, in accordance with the terms hereof, (iv) act on such Shareholder’s behalf in connection with all obligations and agreements of the Shareholders under this Agreement, (v) amend, waive or otherwise change the terms or conditions of this Agreement on behalf of such Shareholder, (vi) give and receive on behalf of the Shareholders any and all notices from or to any Shareholder or Shareholders under the Agreement, and (vii) otherwise exercise all rights of such Shareholder and otherwise act on behalf of such Shareholder under the Agreement and in connection with the Acquisition, in each case as if such Shareholder had personally done such act, and the Shareholders’ Representative hereby accepts such appointment. The death, incapacity, dissolution, liquidation, insolvency or bankruptcy of any Shareholder shall not terminate such appointment or the authority and agency of the Shareholders’ Representative. The power-of-attorney granted in this Section 2.10(a) is coupled with an interest and is irrevocable.
Appointment of Shareholders' Representative. For purposes of this Agreement, the Shomiti Shareholders consent to the appointment of Xxxxxxx Xxxxx as the representative and attorney-in-fact for and on behalf of the Shomiti Shareholders (the "Shareholders' Representative"), and to the taking by the Shareholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by him under this Agreement or the Escrow Agreement, including, without limitation, the exercise of the power to (i) execute the Escrow Agreement on behalf of the Shomiti Shareholders, (ii) authorize delivery to Finisar of Escrow Shares in satisfaction of Indemnification Claims, (iii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims, (iv) resolve any Indemnification Claims and (v) take all actions necessary in the judgment of the Shareholders' Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreement. Accordingly, the Shareholders' Representative has unlimited authority and power to act on behalf of each shareholder of Shomiti with respect to the disposition, settlement or other handling of all Indemnification Claims. With respect to any interest in the Escrow, each shareholder of Shomiti will be bound by all actions taken by the Shareholders' Representative in connection with all Indemnification Claims, and Finisar shall be entitled to rely on any action or decision of the Shareholders' Representative. The Shareholders' Representative will incur no liability with respect to any action taken or suffered by him in reliance upon any notice, direction, instruction, consent, statement or other document believed by him to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his own willful misconduct or bad faith. In all questions arising under this Agreement or the Escrow Agreement, the Shareholders' Representative may rely on the advice of counsel, and the Shareholders' Representative will not be liable to anyone for anything done, omitted or suffered in good faith by the Shareholders' Representative based on such advice. Except as expressly provided herein, the Shareholders' Representative will not be required to take any action involving any expense (including consu...
Appointment of Shareholders' Representative. Exhibit A – Form of Shareholder Agreement and Waiver Exhibit B – Form of Articles of Amendment Exhibit C – Form of Amalgamation Agreement Exhibit D – Form of Escrow Agreement Exhibit E – Form of Paying Agent Agreement COMBINATION AGREEMENT This COMBINATION AGREEMENT (this “Agreement”), dated as of June 17, 2003, is made by and among SSA Global Technologies Inc., a Delaware corporation (“Parent”), 36338 Yukon Inc., a corporation incorporated under the laws of the Yukon Territory and a direct wholly-owned subsidiary of Parent (“Subco”), Ironside Technologies Inc., a corporation continued under the laws of the Yukon Territory (the “Company”) and Xxxx Xxxxxxx, in his capacity as the Shareholders’ Representative. Parent, Subco, the Company and the Shareholders’ Representative are each individually referred to herein as a “Party” and together collectively referred to herein as the “Parties”.
Appointment of Shareholders' Representative. (a) Each Shareholder who executes this Agreement and each other Shareholder who does not execute this Agreement, by approval of this Agreement, hereby irrevocably constitutes and appoints Xxxxxx X. Xxxx as the true and lawful agent and attorney-in-fact (the “Shareholders’ Representative”) with the powers set forth herein. If Xxxxxx X. Xxxx is unwilling or unable to serve as Shareholders’ Representative, a successor Shareholders’ Representative shall be appointed by a plurality of Persons who held Outstanding Shares immediately prior to the Effective Time, with each such Person voting based on the number of Outstanding Shares so held. The absence of a Shareholders’ Representative, due to resignation or any other reason whatsoever, shall not impair or prejudice any right or remedy Parent may have at law or equity or under the terms of this Agreement.
