Common use of Shareholder Representative Clause in Contracts

Shareholder Representative. 14.13.1 The Acquiror shall be entitled to deal exclusively with __________ (the “Representative”) as the sole and exclusive representative and agent of the Shareholder and CMN Management in respect of all matters arising under or pertaining to this Agreement, unless and until the Acquiror receives notice to the contrary as provided in Section 14.13.2 below. Without limiting the foregoing, (a) any notice, communication, demand, claim, action or proceeding required or permitted hereunder may be delivered by the Acquiror to, or brought by the Acquiror against, the Representative in its capacity as agent and representative of the Shareholder and CMN Management with the same effect, and which shall be binding to the same degree, as if delivered to, or brought against, the Shareholder and CMN Management individually; (b) any settlement or other agreement of the Acquiror with the Shareholder and CMN Management in its capacity as agent and representative of the Shareholder and CMN Management in respect of all matters arising under or pertaining to this Agreement shall have the same effect, and be binding upon, the Shareholder and CMN Management to the same degree as if made with the Shareholder and CMN Management individually; and (c) except as provided in Section 14.13.2, the Acquiror shall not be required to recognize or respond to, and shall not be bound by, any notice, communication, demand, claim, action or proceeding delivered to or brought against the Acquiror by the Shareholder and CMN Management in respect of all matters arising under or pertaining to this Agreement except through the Representative in its capacity as agent and representative of the Shareholder. 14.13.2 The Shareholder and CMN Management by notice in writing to the Acquiror signed by each of them or their legal representative may designate another Person to act as representative and agent as provided in Section 14.13.1 above.

Shareholder Representative. 14.13.1 13.13.1 The Acquiror shall be entitled to deal exclusively with __________ Jeffrey Kang (the “"Shareholder Representative”") as the sole and exclusive representative exclusi▇▇ ▇▇▇▇▇▇▇▇▇ative and agent of all of the Shareholder and CMN Management Shareholders in respect of all matters arising under or pertaining to this Agreement, unless and until the Acquiror receives notice to the contrary as provided in Section 14.13.2 13.13.2 below. Without limiting the foregoing, (a) any amounts payable under this Agreement by the Acquiror to any Shareholder may be paid to the Shareholder Representative for the account of such Shareholder; (b) any notice, communication, demand, claim, action or proceeding required or permitted hereunder may be delivered by the Acquiror to, or brought by the Acquiror against, the Shareholder Representative in its capacity as agent and representative of the Shareholder and CMN Management Shareholders with the same effect, and which shall be binding to the same degree, as if delivered to, or brought against, the Shareholder and CMN Management individually; (bc) any settlement or other agreement of the Acquiror with the Shareholder and CMN Management in its capacity as agent and representative of the Shareholder and CMN Management Shareholders in respect of all matters arising under or pertaining to this Agreement shall have the same effect, and be binding upon, the Shareholder and CMN Management Shareholders to the same degree as if made with the Shareholder and CMN Management Shareholders individually; and (cd) except as provided in Section 14.13.213.13.2, the Acquiror shall not be required to recognize or respond to, and shall not be bound by, any notice, communication, demand, claim, action or proceeding delivered to or brought against the Acquiror by the any Shareholder and CMN Management in respect of all matters arising under or pertaining to this Agreement except through the Shareholder Representative in its capacity as agent and representative of the ShareholderShareholders. 14.13.2 13.13.2 The Shareholder and CMN Management Shareholders by notice in writing to the Acquiror signed by each of them all the Shareholders or their legal representative may designate another Person to act as representative and agent of the Shareholders as provided in Section 14.13.1 13.13.1 above.

Shareholder Representative. 14.13.1 13.13.1 The Acquiror shall be entitled to deal exclusively with __________ Jeffrey Kang (the “Representative”"Sharehold▇▇ ▇▇▇▇▇▇▇▇▇ative") as the sole and exclusive representative and agent of all of the Shareholder and CMN Management Shareholders in respect of all matters arising under or pertaining to this Agreement, unless and until the Acquiror receives notice to the contrary as provided in Section 14.13.2 13.13.2 below. Without limiting the foregoing, (a) any amounts payable under this Agreement by the Acquiror to any Shareholder may be paid to the Shareholder Representative for the account of such Shareholder; (b) any notice, communication, demand, claim, action or proceeding required or permitted hereunder may be delivered by the Acquiror to, or brought by the Acquiror against, the Shareholder Representative in its capacity as agent and representative of the Shareholder and CMN Management Shareholders with the same effect, and which shall be binding to the same degree, as if delivered to, or brought against, the Shareholder and CMN Management individually; (bc) any settlement or other agreement of the Acquiror with the Shareholder and CMN Management in its capacity as agent and representative of the Shareholder and CMN Management Shareholders in respect of all matters arising under or pertaining to this Agreement shall have the same effect, and be binding upon, the Shareholder and CMN Management Shareholders to the same degree as if made with the Shareholder and CMN Management Shareholders individually; and (cd) except as provided in Section 14.13.213.13.2, the Acquiror shall not be required to recognize or respond to, and shall not be bound by, any notice, communication, demand, claim, action or proceeding delivered to or brought against the Acquiror by the any Shareholder and CMN Management in respect of all matters arising under or pertaining to this Agreement except through the Shareholder Representative in its capacity as agent and representative of the ShareholderShareholders. 14.13.2 13.13.2 The Shareholder and CMN Management Shareholders by notice in writing to the Acquiror signed by each of them all the Shareholders or their legal representative may designate another Person to act as representative and agent of the Shareholders as provided in Section 14.13.1 13.13.1 above.

Shareholder Representative. 14.13.1 The Acquiror shall By their approval of the Merger, each of the NRI Shareholders will be entitled conclusively deemed to deal exclusively with __________ have consented to, approved and agreed to be personally bound by: (i) the indemnification provisions of ARTICLE VI; (ii) the Escrow Agreement; (iii) the appointment of the Principal Shareholder as the representative of the NRI Common Shareholders, (the “"Shareholder Representative”") and as the sole and exclusive representative attorney-in-fact and agent for and on behalf of the each NRI Common Shareholder and CMN Management as provided in respect of all matters arising under or pertaining to this Agreement, unless the Escrow Agreement and until the Acquiror receives notice Shareholder Representative Agreement in the form attached hereto as EXHIBIT B (the "Representative Agreement") and (iv) the taking by the Shareholder Representative of any and all actions and the making of any decisions required or permitted to be taken by the Shareholder Representative 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 contrary as provided in Section 14.13.2 below. Without limiting the foregoingdisposition, settlement or other handling of (a) any noticeindemnity claims under ARTICLE VI, communication, demand, claim, action or proceeding required or permitted hereunder may be delivered by the Acquiror to, or brought by the Acquiror against, the Representative in its capacity as agent and representative of the Shareholder and CMN Management with the same effect, and which shall be binding to the same degree, as if delivered to, or brought against, the Shareholder and CMN Management individually; (b) any settlement all claims governed by the Escrow Agreement, and all rights or other agreement of the Acquiror with the Shareholder and CMN Management in its capacity as agent and representative of the Shareholder and CMN Management in respect of all matters obligations arising under or pertaining to this the Escrow Agreement shall have the same effect, and be binding upon, the Shareholder and CMN Management to the same degree as if made with the Shareholder and CMN Management individually; and (c) except such other matters as provided in Section 14.13.2, the Acquiror shall not be required to recognize or respond to, and shall not Representative Agreement. Each NRI Common Shareholder will be bound by, any notice, communication, demand, claim, action or proceeding delivered to or brought against the Acquiror by all actions taken by the Shareholder and CMN Management in respect of all matters arising under or pertaining to this Agreement except through the Representative in its capacity as agent connection with indemnity claims under ARTICLE VI and representative the Escrow Agreement, and PurchasePro will be entitled to rely on any action or decision of the ShareholderShareholder Representative in connection therewith. 14.13.2 The Shareholder and CMN Management by notice in writing to the Acquiror signed by each of them or their legal representative may designate another Person to act as representative and agent as provided in Section 14.13.1 above.