Common use of Shareholder Representative Clause in Contracts

Shareholder Representative. (a) Xxxxxxx agrees to act as, and assume the obligations and responsibilities of, the Shareholder Representative under this Agreement (the “Shareholder Representative”). Each Shareholder, as a condition of tendering its Shares for the Per Share Merger Consideration shall, pursuant to its Letter of Transmittal, (i) irrevocably appoint the Shareholder Representative as its representative, agent, proxy, and attorney-in-fact for all purposes under this Agreement, including the full power and authority on such Shareholder’s behalf: (x) to consummate the transactions contemplated by this Agreement, (y) to negotiate disputes arising under, or relating to, this Agreement and the other agreements, certificates, instruments, and documents contemplated by this Agreement or executed or delivered in connection with this Agreement, and (z) to execute and deliver any amendment or waiver to this Agreement or any of the other agreements, certificates, instruments, and documents contemplated by this Agreement or executed or delivered in connection with this Agreement to be executed by such Shareholder; (ii) consent to Xxxxxxx acting as the Shareholder Representative and to Xxxxxxx taking all actions required or permitted to be taken by the Shareholder Representative pursuant to this Agreement and the other agreements, certificates, instruments, and documents contemplated by this Agreement or executed or delivered in connection with this Agreement and performing the duties of the Shareholder Representative pursuant to the terms hereof or thereof; and (iii) agree to be bound by the provisions of this Section 10.5.

Shareholder Representative. (a) Xxxxxxx agrees to act as, The Shareholder Parties hereby collectively and assume the obligations irrevocably constitute and responsibilities of, the Shareholder Representative under this Agreement (the “Shareholder Representative”). Each Shareholder, as a condition of tendering its Shares for the Per Share Merger Consideration shall, pursuant to its Letter of Transmittal, (i) irrevocably appoint the Shareholder Representative as its representative, agent, proxy, their exclusive agent and attorney-in-fact for all purposes under this Agreementfact, including the with full power and authority authority, in the name of and for and to act on such Shareholder’s behalf: behalf of all the Shareholder Parties or in the name of the Shareholder Representative (xi) to consummate take any and all actions on behalf of the Shareholder Parties with respect to the transactions contemplated by this Agreement, as the Shareholder Parties could take if acting individually including settlement, compromise and resolution, with respect to all matters arising under this Agreement for which the Shareholder Representative has been provided with authority, responsibility, management or control in this Agreement, in all such cases as the Shareholder Representative may deem desirable or necessary, (yii) to negotiate disputes arising undergive and receive all notices, or relating toconsents, this Agreement and wire transfer payment instructions for the other agreementsShareholder Parties, certificates, instrumentsagreements, waivers, releases, elections, accountings, reports and other communications in connection with the foregoing, (iii) to assert any claim, action, proceeding or investigation against Parent, and documents contemplated by (iv) to refrain from enforcing any right of the Shareholder Parties or any of them or the Shareholder Representative arising out of or under or in any manner related to this Agreement or executed or delivered in connection with this Agreement, and the transactions contemplated hereby. The Shareholder Representative is also authorized (zx) to execute and deliver any amendment or waiver all amendments to this Agreement or any of the other agreements, certificates, instruments, and documents contemplated by this Agreement or executed or delivered in connection with this Agreement to be executed by such Shareholder; (ii) consent to Xxxxxxx acting as the Shareholder Representative and to Xxxxxxx taking all actions required deems necessary, advisable or permitted to be taken by the Shareholder Representative pursuant to this Agreement and the other agreements, certificates, instruments, and documents contemplated by this Agreement or executed or delivered appropriate in connection with this Agreement and performing the duties any of the foregoing matters and (y) to execute and deliver such other miscellaneous certificates and incidental documents required of any Shareholder Representative pursuant to Party after the terms hereof or thereofClosing; and (iii) agree to all such amendments, agreements certificate and documents shall be bound by fully binding on the provisions of this Section 10.5Shareholder Parties in all respects and for all purposes.

Shareholder Representative. (a) Xxxxxxx Each Seller will be deemed to have irrevocably constituted and appointed, effective as of the Closing, Davxx X. Xxxxx (xogether with his permitted successors, the "SHAREHOLDER REPRESENTATIVE"), as his true and lawful agent and attorney-in-fact to enter into any agreement in connection with the transactions contemplated by this Agreement and any transactions contemplated by the Escrow Agreement, to exercise all or any of the powers, authority and discretion conferred on him under any such agreement, to waive any terms and conditions of any such agreement (other than the Buyer Shares issuable in accordance with Section 2.1), to give and receive notices on his behalf and to be his exclusive representative with respect to any matter, suit, claim, action or Proceeding arising with respect to any transaction contemplated by any such agreement, including, without limitation, the defense, settlement or compromise of any claim, action or proceeding for which Buyer or, following the Closing, -------------------------------------------------------------------------------- STOCK PURCHASE AGREEMENT - EXECUTION COPY PAGE 8 CCS TECHNOLOGY, INC. Company may be entitled to indemnification and the Shareholder Representative agrees to act as, and assume to undertake the obligations duties and responsibilities of, the Shareholder Representative under this Agreement (the “Shareholder Representative”). Each Shareholder, as a condition of tendering its Shares for the Per Share Merger Consideration shall, pursuant to its Letter of Transmittal, (i) irrevocably appoint the Shareholder Representative as its representative, agent, proxy, such agent and attorney-in-fact for all purposes under this Agreement, including the full fact. This power of attorney is coupled with an interest and authority on such Shareholder’s behalf: (x) to consummate the transactions contemplated by this Agreement, (y) to negotiate disputes arising under, or relating to, this Agreement and the other agreements, certificates, instruments, and documents contemplated by this Agreement or executed or delivered in connection with this Agreement, and (z) to execute and deliver any amendment or waiver to this Agreement or any of the other agreements, certificates, instruments, and documents contemplated by this Agreement or executed or delivered in connection with this Agreement to be executed by such Shareholder; (ii) consent to Xxxxxxx acting as the Shareholder Representative and to Xxxxxxx taking all actions required or permitted to be taken by the Shareholder Representative pursuant to this Agreement and the other agreements, certificates, instruments, and documents contemplated by this Agreement or executed or delivered in connection with this Agreement and performing the duties of the Shareholder Representative pursuant to the terms hereof or thereof; and (iii) agree to be bound by the provisions of this Section 10.5is irrevocable.

Shareholder Representative. (a) Xxxxxxx agrees By their approval of the Merger, each of the NRI Shareholders will be conclusively deemed to act ashave consented to, approved and assume the obligations and responsibilities of, the Shareholder Representative under this Agreement (the “Shareholder Representative”). Each Shareholder, as a condition of tendering its Shares for the Per Share Merger Consideration shall, pursuant agreed to its Letter of Transmittal, be personally bound by: (i) irrevocably appoint the indemnification provisions of ARTICLE VI; (ii) the Escrow Agreement; (iii) the appointment of the Principal Shareholder Representative as its representativethe representative of the NRI Common Shareholders, agent, proxy, (the "Shareholder Representative") and as the attorney-in-fact and agent for all purposes under and on behalf of each NRI Common Shareholder as provided in this Agreement, including the full power and authority on such Shareholder’s behalf: (x) to consummate the transactions contemplated by this Agreement, (y) to negotiate disputes arising under, or relating to, this Escrow Agreement and the other agreements, certificates, instruments, and documents contemplated by this Shareholder Representative Agreement or executed or delivered in connection with this the form attached hereto as EXHIBIT B (the "Representative Agreement, ") and (ziv) to execute and deliver any amendment or waiver to this Agreement or any of the other agreements, certificates, instruments, and documents contemplated taking by this Agreement or executed or delivered in connection with this Agreement to be executed by such Shareholder; (ii) consent to Xxxxxxx acting as the Shareholder Representative of any and to Xxxxxxx taking all actions and the making of any decisions required or permitted to be taken by the Shareholder Representative pursuant to under this Agreement and under the Escrow Agreement. The Shareholder Representative will have authority and power to act on behalf of each NRI Common Shareholder with respect to the disposition, settlement or other agreementshandling of (a) indemnity claims under ARTICLE VI, certificates, instruments(b) all claims governed by the Escrow Agreement, and documents contemplated all rights or obligations arising under the Escrow Agreement and (c) such other matters as provided in the Representative Agreement. Each NRI Common Shareholder will be bound by this Agreement or executed or delivered all actions taken by the Shareholder Representative in connection with this Agreement indemnity claims under ARTICLE VI and performing the duties Escrow Agreement, and PurchasePro will be entitled to rely on any action or decision of the Shareholder Representative pursuant to the terms hereof or thereof; and (iii) agree to be bound by the provisions of this Section 10.5in connection therewith.

Shareholder Representative. (ai) Xxxxxxx agrees In order to act asefficiently administer the transactions contemplated by this Plan of Arrangement, the Arrangement Agreement, the Escrow Agreement and assume the Rights Indenture, including: (i) the final determination of the Deferred Consideration and the allocation of the Consideration among the Ample Shareholders in accordance with the terms of this Plan of Arrangement, the Arrangement Agreement and the Ample Articles; (ii) the exercise on behalf of the Ample Shareholders of any voting rights, consent rights and/or the right to direct any votes with respect to the Special Voting Share, in each case, attaching to Up-front Shares during such time as any such Up-front Shares are held in escrow pursuant to the Escrow Agreement; (iii) the determination from time to time while the Up-front Shares (or any of them) are held in escrow pursuant to this Escrow Agreement, of the number (if any) of Up-front Shares in respect of which each Ample Shareholder shall be entitled to provide instructions with respect to the exercise of any voting rights (including any right to direct the voting of the Special Voting Share) or consent right; (iv) the waiver of any condition to the obligations of Ample or the Ample Shareholders to consummate the transactions contemplated hereby; and responsibilities of(v) the defense and/or settlement of any claims for which the Ample Shareholder may be required to indemnify Akerna or Purchaser pursuant to the Arrangement Agreement, the Shareholder Representative under this Agreement (is hereby appointed as the “Shareholder Representative”). Each Shareholdertrue, as a condition of tendering its Shares for the Per Share Merger Consideration shall, pursuant to its Letter of Transmittal, (i) irrevocably appoint the Shareholder Representative as its exclusive and lawful representative, agent, proxy, and attorney-in-fact and agent for all purposes under this Agreementeach Ample Shareholder in accordance with, including and to the full power and authority on such Shareholder’s behalf: (x) to consummate extent provided for, in the transactions contemplated by this Agreement, (y) to negotiate disputes arising under, or relating to, this Arrangement Agreement and the other agreements, certificates, instruments, and documents contemplated by this Agreement or executed or delivered in connection with this Agreement, and (z) to execute and deliver any amendment or waiver to this Agreement or any Plan of the other agreements, certificates, instruments, and documents contemplated by this Agreement or executed or delivered in connection with this Agreement to be executed by such Shareholder; (ii) consent to Xxxxxxx acting as the Shareholder Representative and to Xxxxxxx taking all actions required or permitted to be taken by the Shareholder Representative pursuant to this Agreement and the other agreements, certificates, instruments, and documents contemplated by this Agreement or executed or delivered in connection with this Agreement and performing the duties of the Shareholder Representative pursuant to the terms hereof or thereof; and (iii) agree to be bound by the provisions of this Section 10.5Arrangement.