Common use of Shareholder Representative Clause in Contracts

Shareholder Representative. The Shareholders, from time to time, by holders of a majority of the Registrable Securities held by all Shareholders, may appoint one of the Shareholders, as the Shareholder Representative, as his or her true and lawful attorney-in-fact (i) to give and receive all notices and communications required or permitted under this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises with respect to this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreement, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any of the foregoing, each Shareholder agreeing to be fully bound by the acts, decisions and agreements of the Shareholder Representative taken and done pursuant to the authority herein granted. The Shareholder Representative shall not be liable, responsible or accountable in damages or otherwise to the Shareholders for any loss or damage incurred by reason of any act or failure to act by the Shareholder Representative, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Shareholders. The Company is hereby relieved from any liability to any Person, including any Shareholder, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.

Shareholder Representative. The Shareholders(i) In the event that the Merger is approved, from time to timeeffective upon such vote, by holders and without further act of a majority of the Registrable Securities held by all Shareholdersany shareholder, may appoint one of the Shareholders, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall be appointed as the Shareholder Representative, as his or her true agent and lawful attorney-in-fact (ithe "Shareholder Representative") for -------------------------- each Company Shareholder, for and on behalf of shareholders of the Company, to give and receive all notices and communications required or permitted under this Agreementcommunications, (ii) 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 this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreementsuch claims, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any the foregoing. Such agency may be changed by the shareholders of the foregoing, each Company from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Shareholder agreeing 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 fully bound by the acts, decisions and agreements required of the Shareholder Representative, and the Shareholder Representative taken and done pursuant shall not receive compensation for services as such. Notices or communications to or from the authority herein granted. Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees. (ii) The Shareholder Representative shall not be liableliable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, responsible liability or accountable expense incurred without negligence or bad faith on the part of the Shareholder Representative and arising out of or in damages connection with the acceptance or otherwise to administration of the Shareholders for any loss or damage incurred by reason Representative's duties hereunder, including the reasonable fees and expenses of any act or failure to act legal counsel retained by the Shareholder Representative, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Shareholders. The Company is hereby relieved from any liability to any Person, including any Shareholder, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.

Shareholder Representative. (a) The ShareholdersShareholders hereby appoint ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇ ▇▇▇▇▇▇") as the Shareholder Representative (the "Shareholder Representative"). In the event ▇▇▇▇ ▇▇▇▇▇▇ shall at any time be unable to, from time or shall notify the Company that he is unwilling to, continue to time, by holders of a majority perform the duties of the Registrable Securities held by all ShareholdersShareholder Representative, may appoint one the remaining Shareholders shall promptly designate a successor Shareholder Representative, and in the absence of the Shareholderssuch an appointment, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall serve as the Shareholder Representative, . ▇▇▇▇ ▇▇▇▇▇▇ hereby accepts and agrees to perform his duties as his or her true and lawful attorney-in-fact (i) to give and receive all notices and communications required or permitted under this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises with respect to this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreement, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights Shareholder Representative provided for in ARTICLE II hereof. If so designatedherein. (b) A decision, the Shareholder Representative may take all actions necessary act, consent or appropriate in the judgment instruction of the Shareholder Representative provided for the accomplishment herein, shall constitute a decision of any of the foregoingall Shareholders and shall be final, binding and conclusive upon each Shareholder agreeing to be fully bound by the acts, decisions and agreements of the Shareholder Representative taken and done pursuant to the authority herein granted. The Shareholder Representative shall not be liable, responsible or accountable in damages or otherwise to the Shareholders for any loss or damage incurred by reason of any act or failure to act by the Shareholder Representativesuch Shareholder, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, rely upon any decision, act, consent, notice consent or instruction of the Shareholder Representative as being the decision, act, consent, notice consent or instruction of each of and all of the Shareholdersevery Shareholder. The Company is hereby relieved from any liability to any Person, including any Shareholder, Person for any acts done by it them in accordance with or reliance on such decision, act, consent, notice consent or instruction of the Shareholder Representative, except for liability arising out of fraud, gross negligence, bad faith or willful default under this Agreement. (c) In dealing with this Agreement and any instruments, agreements or documents relating thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Shareholder Representative hereunder, (i) the Shareholder Representative shall not assume any, and shall incur no, responsibility whatsoever to any Shareholder by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, excepting only responsibility for any act or failure to act which represents gross negligence or willful misconduct, and (ii) the Shareholder Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Shareholder Representative pursuant to such advice shall in no event subject the Shareholder Representative to liability to any Shareholder. The Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Shareholder Representative and arising out of or in connection with the acceptance or administration of his or her duties hereunder. All notices or other communications required to be made or delivered by of the Company to the Shareholders shall be made indemnities, inimunities and powers granted to the Shareholder Representative for under this Agreement shall survive any termination of this Agreement. (d) A decision, act, consent or instruction of a Shareholder Representative shall constitute a decision of all Shareholders and shall be final, binding and conclusive upon each of such Shareholders and the benefit of the ShareholdersCompany, and all other persons may rely upon any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices such decision, act, consent or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements instruction of the Shareholders Representative as being the decision, act, consent or instruction of each and every such Shareholder. The Company, and all other persons 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 Company with respect theretoShareholders Representative.

Shareholder Representative. (a) The ShareholdersShareholders hereby appoint ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇ ▇▇▇▇▇▇") as the Shareholder Representative (the "Shareholder Representative"). In the event ▇▇▇▇ ▇▇▇▇▇▇ shall at any time be unable to, from time or shall notify the Company that he is unwilling to, continue to time, by holders of a majority perform the duties of the Registrable Securities held by all ShareholdersShareholder Representative, may appoint one the remaining Shareholders shall promptly designate a successor Shareholder Representative, and in the absence of the Shareholderssuch an appointment, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall serve as the Shareholder Representative, . ▇▇▇▇ ▇▇▇▇▇▇ hereby accepts and agrees to perform his duties as his or her true and lawful attorney-in-fact (i) to give and receive all notices and communications required or permitted under this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises with respect to this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreement, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights Shareholder Representative provided for in ARTICLE II hereof. If so designatedherein. (b) A decision, the Shareholder Representative may take all actions necessary act, consent or appropriate in the judgment instruction of the Shareholder Representative provided for the accomplishment herein, shall constitute a decision of any of the foregoingall Shareholders and shall be final, binding and conclusive upon each Shareholder agreeing to be fully bound by the acts, decisions and agreements of the Shareholder Representative taken and done pursuant to the authority herein granted. The Shareholder Representative shall not be liable, responsible or accountable in damages or otherwise to the Shareholders for any loss or damage incurred by reason of any act or failure to act by the Shareholder Representativesuch Shareholder, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, rely upon any decision, act, consent, notice consent or instruction of the Shareholder Representative as being the decision, act, consent, notice consent or instruction of each of and all of the Shareholdersevery Shareholder. The Company is hereby relieved from any liability to any Person, including any Shareholder, Person for any acts done by it them in accordance with or reliance on such decision, act, consent, notice consent or instruction of the Shareholder Representative, except for liability arising out of fraud, gross negligence, bad faith or willful default under this Agreement. (c) In dealing with this Agreement and any instruments, agreements or documents relating thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Shareholder Representative hereunder, (i) the Shareholder Representative shall not assume any, and shall incur no, responsibility whatsoever to any Shareholder by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, excepting only responsibility for any act or failure to act which represents gross negligence or willful misconduct, and (ii) the Shareholder Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Shareholder Representative pursuant to such advice shall in no event subject the Shareholder Representative to liability to any Shareholder. The Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Shareholder Representative and arising out of or in connection with the acceptance or administration of his or her duties hereunder. All notices or other communications required to be made or delivered by of the Company to the Shareholders shall be made indemnities, immunities and powers granted to the Shareholder Representative for under this Agreement shall survive any termination of this Agreement. (d) A decision, act, consent or instruction of a Shareholder Representative shall constitute a decision of all Shareholders and shall be final, binding and conclusive upon each of such Shareholders and the benefit of the ShareholdersCompany, and all other persons may rely upon any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices such decision, act, consent or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements instruction of the Shareholders Representative as being the decision, act, consent or instruction of each and every such Shareholder. The Company, and all other persons 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 Company with respect theretoShareholders Representative.

Shareholder Representative. The Shareholders(i) In the event that the Merger is approved, from time to timeeffective upon such vote, by holders and without further act of a majority of the Registrable Securities held by all Shareholdersany shareholder, may appoint one of the Shareholders, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be appointed as the Shareholder Representative, as his or her true agent and lawful attorney-in-fact (ithe "Shareholder Representative") -------------------------- for each Company Shareholder, for and on behalf of shareholders of the Company, to give and receive all notices and communications required or permitted under this Agreementcommunications, (ii) 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 this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreementsuch claims, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any the foregoing. Such agency may be changed by the Company Shareholders 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 foregoing, each Shareholder agreeing Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be fully bound by the acts, decisions and agreements required of the Shareholder Representative, and the Shareholder Representative taken and done pursuant shall not receive compensation for services as such. Notices or communications to or from the authority herein granted. Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees. (ii) The Shareholder Representative shall not be liableliable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, responsible liability or accountable expense incurred without negligence or bad faith on the part of the Shareholder Representative and arising out of or in damages connection with the acceptance or otherwise to administration of the Shareholders for any loss or damage incurred by reason Representative=s duties hereunder, including the reasonable fees and expenses of any act or failure to act legal counsel retained by the Shareholder Representative, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Shareholders. The Company is hereby relieved from any liability to any Person, including any Shareholder, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.

Shareholder Representative. The Shareholders(i) In the event that the Merger is approved, from time to timeeffective upon such vote, by holders and without further act of a majority of the Registrable Securities held by all Shareholdersany shareholder, may appoint one of the Shareholders, ▇▇▇▇ ▇▇▇▇▇▇ shall be appointed as the Shareholder Representative, as his or her true agent and lawful attorney-in-fact (ithe "Shareholder Representative") for -------------------------- each Company Shareholder, for and on behalf of shareholders of the Company, to give and receive all notices and communications required or permitted under this Agreementcommunications, (ii) 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 this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreementsuch claims, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any the foregoing. Such agency may be changed by the Company Shareholders 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 foregoing, each Shareholder agreeing Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be fully bound by the acts, decisions and agreements required of the Shareholder Representative, and the Shareholder Representative taken and done pursuant shall not receive compensation for services as such. Notices or communications to or from the authority herein granted. Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees. (ii) The Shareholder Representative shall not be liable, responsible or accountable in damages or otherwise to the Shareholders liable for any loss act done or damage incurred by reason omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of any act or failure to act by the Shareholder Representative, and each Shareholder reasonable judgment. The Company Shareholders shall jointly and severally indemnify and hold harmless the Shareholder Representative and hold him or her harmless against any loss loss, liability or damage except to the extent such loss or damage shall have been the result of the individual expense incurred without gross negligence or willful misconduct on the part of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify arising out of or in connection with the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice acceptance or instruction administration of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Shareholders. The Company is hereby relieved from any liability to any PersonShareholders Representative's duties hereunder, including the reasonable fees and expenses of any Shareholder, for any acts done legal counsel retained by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.

Shareholder Representative. The Shareholders(i) In the event that the Merger is approved, from time to timeeffective upon such vote, by holders and without further act of a majority of the Registrable Securities held by all Shareholdersany shareholder, may appoint one of the Shareholders, ▇▇▇▇▇ ▇▇▇▇▇ shall be appointed as the Shareholder Representative, as his or her true agent and lawful attorney-in-fact (ithe "Shareholder Representative") for -------------------------- each Company Shareholder, for and on behalf of shareholders of the Company, to give and receive all notices and communications required or permitted under this Agreementcommunications, (ii) 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 this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreementsuch claims, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any the foregoing. Such agency may be changed by the Company Shareholders 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 foregoing, each Shareholder agreeing Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be fully bound by the acts, decisions and agreements required of the Shareholder Representative, and the Shareholder Representative taken and done pursuant shall not receive compensation for services as such. Notices or communications to or from the authority herein granted. Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees. (ii) The Shareholder Representative shall not be liableliable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, responsible liability or accountable expense incurred without negligence or bad faith on the part of the Shareholder Representative and arising out of or in damages connection with the acceptance or otherwise to administration of the Shareholders for any loss or damage incurred by reason Representative's duties hereunder, including the reasonable fees and expenses of any act or failure to act legal counsel retained by the Shareholder Representative, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Shareholders. The Company is hereby relieved from any liability to any Person, including any Shareholder, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.

Shareholder Representative. The Shareholders(i) In the event that the Merger is approved, from time to timeeffective upon such vote, by holders and without further act of a majority of the Registrable Securities held by all Shareholdersany shareholder, may appoint one of the Shareholders, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall be appointed as the Shareholder Representative, as his or her true agent and lawful attorney-in-fact (ithe "Shareholder Representative") for -------------------------- each Company Shareholder, for and on behalf of shareholders of the Company, to give and receive all notices and communications required or permitted under this Agreementcommunications, (ii) 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 this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreementsuch claims, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any the foregoing. Such agency may be changed by the shareholders of the foregoing, each Company from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Shareholder agreeing 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 fully bound by the acts, decisions and agreements required of the Shareholder Representative, and the Shareholder Representative taken and done pursuant shall not receive compensation for services as such. Notices or communications to or from the authority herein granted. Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees. (ii) The Shareholder Representative shall not be liableliable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, responsible liability or accountable expense incurred without negligence or bad faith on the part of the Shareholder Representative and arising out of or in damages connection with the acceptance or otherwise to administration of the Shareholders for any loss or damage incurred by reason Representative's duties hereunder, including the reasonable fees and expenses of any act or failure to act legal counsel retained by the Shareholder Representative, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Shareholders. The Company is hereby relieved from any liability to any Person, including any Shareholder, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.

Shareholder Representative. The Shareholders(i) In the event that the Merger is approved, from time to timeeffective upon such vote, by holders and without further act of a majority of the Registrable Securities held by all Shareholdersany shareholder, may appoint one of the Shareholders, ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be appointed as the Shareholder Representative, as his or her true agent and lawful attorney-in-fact (ithe "Shareholder Representative") for -------------------------- each Company Shareholder, for and on behalf of the Company Shareholders, to give and receive all notices and communications required or permitted under this Agreementcommunications, (ii) 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 this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreementsuch claims, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any the foregoing. Such agency may be changed by the shareholders of the foregoing, each Company from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the -47- Shareholder agreeing 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 fully bound by the acts, decisions and agreements required of the Shareholder Representative, and the Shareholder Representative taken and done pursuant shall not receive compensation for services as such. Notices or communications to or from the authority herein granted. Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees. (ii) The Shareholder Representative shall not be liableliable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, responsible liability or accountable expense incurred without negligence or bad faith on the part of the Shareholder Representative and arising out of or in damages connection with the acceptance or otherwise to administration of the Shareholders for any loss or damage incurred by reason Representative's duties hereunder, including the reasonable fees and expenses of any act or failure to act legal counsel retained by the Shareholder Representative, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Shareholders. The Company is hereby relieved from any liability to any Person, including any Shareholder, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.

Shareholder Representative. The Shareholders(i) In the event that the Merger is approved, from time to timeeffective upon such vote, by holders and without further act of a majority of the Registrable Securities held by all Shareholdersany shareholder, may appoint one of the Shareholders, ▇▇▇▇ ▇▇▇▇▇▇ shall be appointed as the Shareholder Representative, as his or her true agent and lawful attorney-in-fact (ithe "Shareholder Representative") for -------------------------- each Company Shareholder, for and on behalf of shareholders of the Company, to give and receive all notices and communications required or permitted under this Agreementcommunications, (ii) 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 this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreementsuch claims, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any the foregoing. Such agency may be changed by the Company Shareholders 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 foregoing, each Shareholder agreeing Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be fully bound by the acts, decisions and agreements required of the Shareholder Representative, and the Shareholder Representative taken and done pursuant shall not receive compensation for services as such. Notices or communications to or from the authority herein granted. Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees. (ii) The Shareholder Representative shall not be liableliable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, responsible liability or accountable expense incurred without negligence or bad faith on the part of the Shareholder Representative and arising out of or in damages connection with the acceptance or otherwise to administration of the Shareholders for any loss or damage incurred by reason Representative's duties hereunder, including the reasonable fees and expenses of any act or failure to act legal counsel retained by the Shareholder Representative, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Shareholders. The Company is hereby relieved from any liability to any Person, including any Shareholder, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.