PRINCIPAL’S REPRESENTATIVE. By executing this Agreement, each Principal hereby irrevocably nominates, constitutes and appoints [IDENTITY OF PRINCIPALS’ REPRESENTATIVE] (the “Principals’ Representative”) as the true and lawful attorney-in-fact for such Principal, with full right, power and authority on behalf of such Principal, and in his/its name and on his/its behalf, to: (a) take all actions, execute and deliver all such documents, instruments, certificates and declarations and otherwise take all steps as may be necessary or desirable, in the sole opinion of the Principals’ Representative, to carry out the transactions contemplated in this Agreement and to assign, transfer and set over to the Purchaser all of its rights, titles and interests in and to the Corporation Shares; (b) register and record such transfers with all applicable governmental registries; and (c) execute on behalf of such Vendor any amendments to this Agreement thought necessary by the Principals’ representative, acting reasonably.
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