Common use of Shareholders' Agent Clause in Contracts

Shareholders' Agent. The Company and the Shareholders hereby irrevocably appoint Stev▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ their agent and as the agent for the Indemnitors for purposes of all matters relating to Section 1.9, Section 10 and the Escrow Agreement (the "SHAREHOLDERS' AGENT"), and Stev▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇eby accepts his appointment as the Shareholders' Agent. Parent shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Section 1.9, Section 10 and the Escrow Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Shareholder or Indemnitor by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of any Shareholder or Indemnitor by the Shareholders' Agent, as fully binding upon such Shareholder or Indemnitor. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Shareholders and Indemnitors, then the Shareholders shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Shareholders' Agent" in accordance with this Section 11.

Shareholders' Agent. The Company and the Shareholders hereby irrevocably appoint Stev▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ their agent and as the agent for the Indemnitors for purposes of all matters relating to Section 1.9, Section 10 and the Escrow Agreement (the "SHAREHOLDERS' AGENT"), and Stev▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇eby ▇, ▇▇. as their agent for purposes of Sections 1.8, 9 and 11.10(c) (the "Shareholders' Agent"), and ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. hereby accepts his this appointment as the Shareholders' Agent. Parent HALIS shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Section 1.9Sections 1.8, Section 10 9 and the Escrow Agreement11.10(c), and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Shareholder or Indemnitor by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of any Shareholder or Indemnitor by the Shareholders' Agent, as fully binding upon such Shareholder or IndemnitorShareholder. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Shareholders and IndemnitorsShareholders, then the Shareholders shall, within ten (10) days after such death or disability, appoint a successor agent and, promptly immediately thereafter, shall notify Parent HALIS of the identity of such successor. Any such successor shall become the "Shareholders' Agent" in accordance with this Section 11for purposes of Sections 1.8, 9 and 11.10(c). If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholders.

Shareholders' Agent. The Company By virtue of their approval of the Merger and this Agreement, the Merger Shareholders hereby irrevocably shall have approved, among other matters, the expense reimbursement provisions in Section 10.3 and shall appoint Stev▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ Hadar Pedhazur as their agent and as the agent for the Indemnitors for purposes of all matters relating to Section 1.9, Section 10 and the Escrow transactions contemplated by this Agreement (the "SHAREHOLDERSShareholders' AGENTAgent"), and Stev▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇eby Hadar Pedhazur hereby accepts his appointment as the Shareholders' Agent. Parent shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Section 1.9, Section 10 and the Escrow transactions contemplated by this Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Merger Shareholder or Indemnitor by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of any Merger Shareholder or Indemnitor by the Shareholders' Agent, as fully binding upon such Shareholder or IndemnitorMerger Shareholder. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Shareholders and IndemnitorsMerger Shareholders, then the Merger Shareholders shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Shareholders' Agent" in accordance with for purposes of this Section 1110. 1. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Merger Shareholders.

Shareholders' Agent. The Company and By virtue of their approval of the Merger, the Shareholders hereby irrevocably appoint Stev▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ as their agent and as in connection with the agent for the Indemnitors for purposes transactions contemplated by Section 9 of all matters relating to Section 1.9, Section 10 this Agreement and the Escrow Agreement (the "SHAREHOLDERSShareholders' AGENTAgent"), and Stev▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇eby hereby accepts his appointment as the Shareholders' Agent. Parent shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Section 1.9, Section 10 9 and the Escrow Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any the Shareholder or Indemnitor Indemnitors by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of any the Shareholder or Indemnitor Indemnitors by the Shareholders' Agent, as fully binding upon such Shareholder or Indemnitor. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Shareholders and Shareholder Indemnitors, then the Shareholders Shareholder Indemnitors shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Shareholders' Agent" in accordance with for purposes of this Section 1110. 1. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholder Indemnitors.

Shareholders' Agent. The Company and the Shareholders hereby irrevocably appoint Stev▇ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as their agent and as the agent for the Indemnitors for purposes of all matters relating to Section 1.9, Section 10 Sections 9 and the Escrow Agreement 11.10(c) (the "SHAREHOLDERSShareholders' AGENTAgent"), and Stev▇ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇eby ▇▇▇▇ hereby accepts his this appointment as the Shareholders' Agent. Parent HALIS shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Section 1.9, Section 10 Sections 9 and the Escrow Agreement11.10(c), and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Shareholder or Indemnitor by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of any Shareholder or Indemnitor by the Shareholders' Agent, as fully binding upon such Shareholder or IndemnitorShareholder. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Shareholders and IndemnitorsShareholders, then the Shareholders shall, within ten (10) days after such death or disability, appoint a successor agent and, promptly immediately thereafter, shall notify Parent HALIS of the identity of such successor. Any such successor shall become the "Shareholders' Agent" in accordance with this Section 11for purposes of Sections 9 and 11.10(c). If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholders.

Shareholders' Agent. The Company on behalf of all Shareholders and the Insiders Shareholders hereby irrevocably appoint Stev▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ their agent and as the agent for the Indemnitors for purposes of all matters relating to Section 1.9, Section 10 and the Escrow Agreement (the "SHAREHOLDERS' AGENT"), and Stev▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇eby ▇▇ as the agent of the Shareholders for purposes of Section 10 and for purposes of the Escrow Agreement (the "Shareholders' Agent"), and ▇▇▇▇▇▇▇ ▇▇▇▇▇ hereby accepts his appointment as the Shareholders' Agent. Parent shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Section 1.9, Section 10 and the Escrow Agreement10, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Shareholder or Indemnitor by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of any Shareholder or Indemnitor by the Shareholders' Agent, as fully binding upon such Shareholder or IndemnitorShareholder. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Shareholders and IndemnitorsShareholders, then the Shareholders, by a vote of the majority of the Shareholders (based upon the percent of outstanding shares of the Company Common Stock that each owned on the record date for the Shareholders' Meeting), shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Shareholders' Agent" in accordance with for purposes of Section 10 and this Section 11. 1. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholders. By voting in favor of the principal terms and conditions of this Agreement and the Merger, the Shareholders are agreeing to be bound by the provisions of Sections 10 and 11 of this Agreement.