Common use of Shareholder Representative Clause in Contracts

Shareholder Representative. Each shareholder, by acceptance of Merger Consideration, shall be deemed to have designated and appointed Xxxxxx X. Xxxxx with full power of substitution (the "Shareholder Representative") as the representative of any such shareholder to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by the shareholders (including, without limitation, any acts, agreements, amendments or resolution of disputes related to the Contingent Deferred Payment (including any amendments to any of the targets and other provisions of Exhibit A hereto) and any matters referred to in Article IX or X hereof) and hereby acknowledges that the Shareholder Representative shall be the only person authorized to take any action so required, authorized or contemplated by this Agreement by any shareholder. Each shareholder is thereby deemed to have further acknowledged that the foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such shareholder. Each shareholder is thereby deemed to have authorized the other parties hereto to disregard any notice or other action taken by each shareholder pursuant to this Agreement except for the Shareholder Representative. The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the Shareholder Representative and are and will be entitled and authorized to give notices only to the Shareholder Representative for any notice contemplated by this Agreement to be given to any such shareholder.

Shareholder Representative. (a) Each shareholder, by acceptance Shareholder hereby designates and appoints (and each permitted Transferee of Merger Consideration, shall be each such Shareholder is hereby deemed to have so designated and appointed appointed) Xxxxxx X. Xxxxx Xxxx (the “Shareholder Representative”), as its attorney-in-fact with full power of substitution (the "Shareholder Representative") substitution, to serve as the representative of any such shareholder Shareholder to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by the shareholders (including, without limitation, any acts, agreements, amendments or resolution of disputes related to the Contingent Deferred Payment such Shareholder (including any amendments to any the voting of the targets and other provisions of Exhibit A heretoSubject Shares in accordance with Sections 1(a) and any matters referred to in Article IX or X hereof) 1(b)), and hereby acknowledges that the Shareholder Representative shall be the only person authorized to take any action so required, authorized or contemplated by this Agreement by any shareholderAgreement. Each shareholder is thereby deemed to have such Shareholder further acknowledged acknowledges that the foregoing appointment and designation shall be deemed to be coupled with an interest interest. Each such Shareholder hereby authorizes (and shall survive the death or incapacity each such Permitted Transferee of such shareholder. Each shareholder is thereby Shareholder shall be deemed to have authorized authorized) the other parties hereto to disregard any notice notices or other action taken by each shareholder such Shareholder pursuant to this Agreement Agreement, except for notices and actions taken by the Shareholder Representative. The other parties hereto are Purchaser is and will be entitled to rely on any action so taken or any notice given by the Shareholder Representative and are is and will be entitled and authorized to give notices only to the Shareholder Representative for any notice contemplated by this Agreement to be given to any such shareholderShareholder. A successor to the Shareholder Representative may be chosen by a majority in interest of the Shareholders; provided, that notice thereof is given by the new Shareholder Representative to the Purchaser.

Shareholder Representative. Each shareholdershareholder and option holder (collectively, the "Shareholders"), by acceptance of the Merger Consideration, shall be deemed to have designated and appointed Xxxxxx X. Xxxxx with full power of substitution Kennxxx Xxxxxxx (the xxe "Shareholder Representative") as the representative of any such shareholder Shareholder to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by the shareholders Shareholders (including, without limitation, any acts, agreements, amendments or resolution of disputes related to the Contingent Deferred Payment (including any amendments to any of the targets and other provisions of Exhibit A hereto) Escrow Deposit and any matters referred to in Article IX or X XI hereof) and hereby acknowledges that the Shareholder Representative shall be the only person authorized to take any action so required, authorized or contemplated by this Agreement by any shareholderShareholder. Each shareholder Shareholder is thereby deemed to have further acknowledged that the foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such shareholderShareholder and that the Shareholder Representative shall not be liable for any such action taken in good faith. Each shareholder Shareholder is thereby deemed to have authorized the other parties hereto to disregard any notice or other action taken by each shareholder Shareholder pursuant to this Agreement except for the Shareholder Representative. The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the Shareholder Representative and are and will be entitled and authorized to give notices only to the Shareholder Representative for any notice contemplated by this Agreement to be given to any such shareholderShareholder.