Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Xxxx Xxxxxxxxx, as their agent and attorney in fact (the "Shareholders' Representative") with full power and authority until the Closing to execute, deliver and receive on their behalf all notices, requests and other communications hereunder; to fix and alter on their behalf the date, time and place of the Closing; to waive, amend or modify any provisions of this Plan and to take such other action on their behalf in connection with this Plan, the Closing and the transactions contemplated hereby as such agent deems appropriate; provided, however, that no such waiver, amendment or modification may be made if it would decrease the number of shares to be issued to the Shareholders under Section 1 hereof or increase the extent of their obligation to WWN hereunder, unless agreed in writing by the Shareholders.
Shareholders’ Representative. (a) Each of the Indemnifying Shareholders hereby appoints Xxxxxx X. Xxxxxxxxx as its agent and attorney-in-fact as the Shareholders’ Representative for and on behalf of the Indemnifying Shareholders to: (i) give and receive notices and communications to or from Parent (on behalf of himself or any other Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreements or any of the transactions and other matters contemplated hereby or thereby, (ii) authorize deliveries to Parent of cash or shares from the Cash Escrow Fund or the Stock Escrow Fund, as the case may be, in satisfaction of claims asserted by Parent (on behalf of itself or any other Indemnified Person, including by not objecting to such claims) pursuant to ARTICLE 7, (iii) object to such claims in accordance with Section 7.4, (iv) consent or agree to, negotiate, enter into settlements and compromises of, and demand mediation and arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims, except for claims for indemnification made directly against the Indemnifying Shareholders, (v) bind such Indemnifying Shareholder to the contract referenced in Section 7.8(c) pursuant to which the Shareholders’ Representative agrees on behalf of all Indemnifying Shareholders that the Indemnifying Shareholders will be liable for any amounts paid in resolution or settlement of a third-party claim, the defense or settlement of which is controlled by the Shareholders’ Representative in accordance with Section 7.8, regardless of the limitations set forth in this ARTICLE 7, (vi) Indemnifying Shareholder to take all actions necessary or appropriate in the judgment of the Shareholders’ Representative for the accomplishment of the foregoing or that are specifically mandated by the terms of this Agreement, in each case without having to seek or obtain the consent of any Person under any circumstance, and (vii) act as expressly set forth in this Agreement. The Shareholders’ Representative shall be the sole and exclusive means of asserting or addressing any of the above, and no former shareholder shall have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Shareholders’ Representative. The Person serving as the Shareholders’ Representative may be replaced from time to time by the holders of a majority in interest of the shares held immediately prior to the Effective Time by the Indemnifying Sha...
Shareholders’ Representative. (a) Xx. X. X. Xxxxx shall be constituted and appointed as agent (the “Shareholders’ Representative”) for and on behalf of the MegaSys Shareholders to give and receive notices and communications, to authorize delivery to Iveda of payments from the MegaSys Shareholders in satisfaction of claims by Iveda 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 Shareholders’ Representative for the accomplishment of the foregoing. All actions of the Shareholders’ Representative shall be taken jointly, not individually. Such agency may be changed by the action of the MegaSys Shareholders holding a majority of the shares of MegaSys as of immediately prior to the Effective Time from time to time upon not less than 10 days’ prior written notice to Iveda. No bond shall be required of the Shareholders’ Representative, and the Shareholders’ Representative shall receive no compensation for services. Notices or communications to or from the Shareholders’ Representative shall constitute notice to or from each of the MegaSys Shareholders.
Shareholders’ Representative. (a) The Selling Parties, by adopting this Agreement and the transactions contemplated hereby, hereby irrevocably appoint and constitute K Laser as the Shareholders’ Representative for and on behalf of the Selling Parties, with the authority (i) to perform the obligations of the Shareholders’ Representative set forth in this Agreement and the Option Agreement, (ii) to give and receive notices and communications, (iii) to agree to, negotiate, enter into and provide amendments and supplements to and waivers in respect of this Agreement and the Option Agreement, (iv) to retain legal counsel, accountants, consultants and other experts, and incur any other reasonable expenses, in connection with, and to take all actions necessary or appropriate in the judgment of the Shareholders’ Representative for the accomplishment of, any or all of the foregoing. K Laser hereby accepts its appointment as the Shareholders’ Representative. Such agency may be changed by the holders of a majority in interest of the shares of Everest of the Selling Parties from time to time upon not less than ten (10) days’ prior written notice to all of the Selling Parties and to Parent and Purchaser. No bond shall be required of the Shareholders’ Representative. Notices or communications to or from the Shareholders’ Representative to Parent shall constitute notice to or from each of the Selling Parties, except for notices related to any action for which the Selling Parties’ consent is required under the terms of this Agreement or applicable law. Each Selling Party agrees to receive correspondence from the Shareholders’ Representative, including in electronic form.
Shareholders’ Representative. Each Holder hereby irrevocably appoints Xxxxxx Xxxxxx Partners II, L.P. as its duly authorized representative to act as such Holder's attorney-in-fact and representative (the "Shareholders' Representative"), to do any and all things and to execute any and all documents, including, but not limited to, the Escrow Agreement, in such Holder's name, place and stead, in any way in which such Holder could do if personally present, in connection with this Agreement and the Escrow Agreement and the transactions contemplated hereby and thereby, including, without limitation, to accept on such Holder's behalf any amount payable to such Holder under this Agreement or the Escrow Agreement, or to amend, cancel, extend, or waive the terms of this Agreement or the Escrow Agreement. The Shareholders' Representative shall have the sole and exclusive right on behalf of the Holders to take any action pursuant to Paragraph 4.3 or Article 10 (other than, with respect to Article 10, any matter, claim, action or proceeding in respect of which liability of the Shareholders' Representative and/or its officers, directors, and employees, is not asserted).
Shareholders’ Representative. (a) In order to administer efficiently the rights and obligations of the Shareholders under this Agreement, the Shareholders hereby designate and appoint Timoxxx Xxxxxx xx the Shareholders' Representative, to serve as the Shareholders' agent, proxy and attorney-in-fact for the limited purposes set forth in this Agreement.
Shareholders’ Representative. (a) By virtue of the Company Shareholder Approval, and without any further act of any holder of Company Shares, the holders of Company Shares will be deemed to have appointed Xxxx X. Xxxxxx, Inc. (previously defined as the Shareholders’ Representative) as agent and attorney-in-fact for each holder of Company Shares (except such shareholders, if any, holding Appraisal Shares) for all matters relating to this Agreement, including to give and receive notices and communications; to bind the holders of Company Shares to the terms of the Escrow Agreements; to authorize delivery of cash and the exercise of the Escrow Note from the Escrow Amount in satisfaction of claims by Parent or Surviving Corporation; 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 Shareholders’ Representative for the accomplishment of the foregoing.
Shareholders’ Representative. (a) Each Employee Shareholder does hereby appoint Xxxxxx as such Employee Shareholder’s true and lawful attorney-in-fact and agent (the “Shareholders’ Representative”), to act on behalf of such Employee Shareholder in any litigation, arbitration or other matter involving this Agreement, to do or refrain from doing all such further acts and things, and to execute all such Contracts, certificates and other documents as the Shareholders’ Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including, the power:
Shareholders’ Representative. (a) To the extent permitted by Law, the Shareholders hereby irrevocably appoint the Shareholders’ Representative as the representative, agent, proxy, and attorney-in-fact for all the Shareholders for all purposes under this Agreement including the full power and authority on the Shareholders’ behalf: (i) to consummate the transactions contemplated by this Agreement including the execution and delivery of all other agreements, instruments, and documents contemplated hereby or executed in connection herewith, (ii) to negotiate disputes arising under, or relating to, this Agreement, and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith, (iii) to receive and disburse to the Shareholders any funds received on behalf of the Shareholders under this Agreement, or otherwise, (iv) to withhold any amounts received on behalf of the Shareholders pursuant to this Agreement, or otherwise to satisfy any and all obligations or liabilities incurred by the Shareholders’ Representative in the performance of its duties hereunder, (v) to execute and deliver any amendment or waiver to this Agreement, and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (without the prior approval of the Shareholders), and (vi) to take all other actions to be taken by or on behalf of the Shareholders in connection with this Agreement, and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith. The Shareholders, by executing this Agreement, further agree that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Shareholders’ Representative and shall survive the death, incapacity, bankruptcy, dissolution, or liquidation of any Shareholder. All decisions and actions by the Shareholders’ Representative shall be binding upon all of the Shareholders, and no Shareholder shall have the right to object, dissent, protest, or otherwise contest the same. The Shareholders’ Representative shall have no duties or obligations hereunder except those set forth herein and such duties and obligations shall be determined solely by the express provisions of this Agreement.
Shareholders’ Representative. Each of the Shareholders designates Xxxxxxx Xxxxxxxxxx as its representative and attorney-in-fact for all purposes under this Agreement and the Escrow Agreement (the "SHAREHOLDERS' REPRESENTATIVE"), including without limitation, (i) taking all action necessary in connection with the indemnification obligations of the Shareholders under this Agreement and the Escrow Agreement, including the defense or settlement of any claims and the making of payments with respect thereto, (ii) giving and receiving on behalf of the Shareholders all notices required to be given under this Agreement and the Escrow Agreement, (iii) executing the Escrow Agreement as attorney-in-fact for and on behalf of the Shareholders, (iv) agreeing to and executing amendments to this Agreement, and (v) taking any and all additional action as is contemplated to be taken by or on behalf of the Shareholders by the Shareholders' Representative pursuant to this Agreement and the Escrow Agreement. Any such action taken by the Shareholders' Representative shall be valid and binding on each of the Shareholders. Each of the Shareholders also appoints the Shareholders' Representative as such Shareholder's custodian and attorney-in-fact to act for such Shareholder in connection with the Escrow Agreement arrangements as contemplated by the terms hereof and thereof, and the Shareholders' Representative hereby accepts such appointment. It is agreed by each of the Shareholders that the Buyer Common Stock to be held in custody by the Escrow Agent under the Escrow Agreement (the "ESCROW STOCK") will be subject to the interests of the Buyer and the Shareholders' Representative as attorney-in-fact; that the arrangements made by such Shareholder hereunder and thereunder are irrevocable; and that the obligations of such Shareholder hereunder shall not be terminated by any acts of such Shareholder, or by operation of law, whether by the death or incapacity of such Shareholder or any other party to this Agreement or the occurrence of any other event; and if any such death, incapacity or any other such event shall occur after the execution of this Agreement and before the Closing Date or the delivery of the Escrow Stock to Buyer, the Shareholders' Representative is nevertheless authorized and directed to hold and dispose of the Escrow Stock (and to instruct the Escrow Agent to hold and dispose of the Escrow Stock) in accordance with the terms and conditions of this Agreement as if such death, incapacity or other e...