Common use of Shareholder Representative Clause in Contracts

Shareholder Representative. (a) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholder of Atlantis, the Principal Shareholder shall be appointed as agent and attorney-in-fact (the "Shareholder Representative") for each such shareholder, for and on behalf of shareholders, to give and receive notices and communications, to authorize delivery to the GoodNoise Stockholders of shares of Atlantis Common Stock in satisfaction of Claims, 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 such claims, and to take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing. Such agency may be changed by the shareholders of Atlantis prior to the Effective Time (the "Atlantis Shareholders") from time to time upon not less than thirty (30) days prior written notice to Atlantis; provided, however, that the Shareholder -------- ------- Representative may not be removed unless holders of a two-thirds interest of the Atlantis Shareholders agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Shareholder Representative may be filled by approval of the holders of a majority in interest of the Atlantis Shareholders. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive compensation for his or her services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the Atlantis Shareholders.

Shareholder Representative. (a) In the event that the Merger is approvedapproved by the Shareholders, effective upon such voteapproval, and without any further act of any shareholder of AtlantisShareholder, the Principal Shareholder Representative shall be appointed as agent and attorney-in-fact (the "Shareholder Representative") for each such shareholder, for and on behalf of shareholdersthe Merger Shareholders, to give and receive notices and communications, to authorize delivery payment to the GoodNoise Stockholders any Indemnified Party of shares of Atlantis Parent Common Stock from the Escrow Fund in satisfaction of Claimsclaims by any Indemnified Party, to object to such deliveriespayments, 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 such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoingforegoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the shareholders of Atlantis prior to the Effective Time (the "Atlantis Shareholders") Merger Shareholders from time to time upon not less than thirty (30) days prior written notice to AtlantisParent; provided, however, that the Shareholder -------- ------- Representative may not be removed unless holders of a two-thirds interest of the Atlantis Shareholders Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Shareholder Representative may be filled by approval of the holders of a majority in interest of the Atlantis ShareholdersEscrow Fund. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive compensation for his or her its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the Atlantis Merger Shareholders. The Shareholder Representative shall not be liable for any act done or omitted hereunder as the Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Merger Shareholders on whose behalf the Escrow Amount was contributed to the Escrow Fund shall indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholder Representative and arising out of or in connection with the acceptance or administration of the Shareholder Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative. A decision, act, consent or instruction of the Shareholder Representative with respect to the matters contemplated by this Section 7 hereof and, pursuant to Section 8.3 and Section 8.4 hereof, shall constitute a decision of the Merger Shareholders and shall be final, binding and conclusive upon the Merger Shareholders; and the Escrow Agent and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of the Merger Shareholders. The Escrow Agent and Parent 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 Shareholder Representative. Subject to Parent's prior claims for indemnification against the Escrow Fund, the Shareholder Representative shall be entitled to receive payment for its reasonable and documented expenses therefrom, prior to any payments to the Merger Shareholders.

Shareholder Representative. (a) In Each of the event that Series B Shareholders shall, by virtue of their acceptance of Parent Common Stock pursuant to the Merger is approvedOffer, effective upon such vote, and without further act of any shareholder of Atlantis, the Principal Shareholder shall be appointed as appoint Xxxxx Xxxxx its agent and attorney-in-fact (fact, as the "-48- Shareholder Representative") for each such shareholder, Representative for and on behalf of shareholdersthe Series B Shareholders, to give and receive notices and communications, to authorize delivery payment to the GoodNoise Stockholders Parent of shares of Atlantis Parent Common Stock or cash from the Escrow Fund in satisfaction of Claimsclaims by Parent, to object to such deliveriespayments, 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 such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoingforegoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the shareholders of Atlantis prior to the Effective Time (the "Atlantis Shareholders") Series B Shareholders from time to time upon not less than thirty (30) days prior written notice to AtlantisParent; provided, however, that the Shareholder -------- ------- Representative may not be removed unless holders of a two-thirds interest of the Atlantis Shareholders Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Shareholder Representative may be filled by approval of the holders of a majority in interest of the Atlantis ShareholdersEscrow Fund. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive compensation for his or her its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the Atlantis Series B Shareholders.

Shareholder Representative. (a) In Each of the event that Shareholders, Optionholders and Redemption Shareholders (the Merger is approved, effective upon such vote, and without further act of any shareholder of Atlantis, the Principal Shareholder "Represented Parties") shall be appointed have agreed to appoint Xxx Xxxxxxxxx as its agent and attorney-in-fact (fact, as the "Shareholder Representative") for each such shareholder, Representative for and on behalf of shareholders, the Represented Parties to give and receive notices and communications, to authorize delivery payment to any Indemnified Party from the GoodNoise Stockholders of shares of Atlantis Common Stock Parent Escrow Fund in satisfaction of Claimsclaims by any Indemnified Party, to object to such deliveriespayments, 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 such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against the Parent Escrow Fund and to take all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoingforegoing or (ii) specifically mandated by the terms of this Agreement. EXECUTION VERSION Such agency may be changed by the shareholders of Atlantis prior to the Effective Time (the "Atlantis Shareholders") Represented Parties from time to time upon not less than thirty (30) 30 days prior written notice to AtlantisParent; provided, however, that the Shareholder -------- ------- Representative may not be removed unless holders of Represented Parties with at least a two-thirds (2/3rds) interest of the Atlantis Shareholders Parent Escrow Fund agree to such removal and to the identity of the substituted agent. Any A vacancy in the position of Shareholder Representative may be filled by approval the Represented Parties of the holders of at least a majority in interest of the Atlantis ShareholdersParent Escrow Fund. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for his or her its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the Atlantis ShareholdersRepresented Parties as it sent or received from all Represented Parties.

Shareholder Representative. (a) In The Designated Shareholders and the event that Other Shareholders shall designate a representative prior to the Merger is approved, effective upon such vote, Closing Date to be constituted and without further act of any shareholder of Atlantis, the Principal Shareholder shall be appointed as agent and attorney-in-fact (the "Shareholder Representative") for each such shareholder, for and on behalf of shareholders, the Designated Shareholders and Other Shareholders to give and receive notices and communications, to authorize delivery to the GoodNoise Stockholders of shares of Atlantis Common Stock in satisfaction of Claims, to object to such deliveries, to agree to, negotiate, and enter into, on behalf of all Designated Shareholders and Other Shareholders, amendments, consents and waivers under this Agreement (including Section 5.2 hereof) and the Escrow Agreement, to enter into settlements and compromises ofadminister, and demand arbitration and comply on behalf of the Designated Shareholders or Other Shareholders, the Escrow Agreement, to authorize delivery to Parent of the Common Stock or other property from the Escrow Fund in satisfaction of indemnification claims in accordance with orders of courts and awards of arbitrators with respect to such claimsthe Escrow Agreement, and to take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing. Such agency may be changed by the shareholders of Atlantis prior to the Effective Time (the "Atlantis Shareholders") from time to time upon not less than thirty (30) days prior written notice to Atlantis; provided, however, that the Shareholder -------- ------- Representative may shall not be removed unless holders agree to any amendment that would materially adversely affect the rights of a two-thirds interest any Designated Shareholder or Other Shareholder without the written consent of Indemnitors holding greater than 50% of the Atlantis Shareholders agree to such removal and shares of Common Stock received by all Indemnitors pursuant to the identity Merger, or that adversely affects any Designated Shareholder or Other Shareholder disproportionately from other parties without the consent of the substituted agentsuch Designated Shareholder or Other Shareholders. Any vacancy in the position of Shareholder Representative Such agency may be filled changed by approval of the holders of a majority in interest of the Atlantis ShareholdersDesignated Shareholders and Other Shareholders from time to time upon not less than 10 days' prior written notice to Parent. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive no compensation for his or her services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the Atlantis Designated Shareholders and Other Shareholders.