Common use of Shareholders’ Representative Clause in Contracts

Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Cassxxx & Xssociates, Washington, D.C. as their agent and attorney in fact ("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 agreement, and to take such other action on their behalf in connection with this agreement, the Closing, and the transactions contemplated hereby as such agent or agents deem 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 hereunder or increase the extent of their obligation to indemnify Pet Quarters hereunder.

Appears in 2 contracts

Samples: Exhibit 1 (Pet Quarters Inc), Agreement and Plan of Reorganization (Wellstone Acquisition Corp)

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Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Cassxxx Xxxxxxx & XssociatesAssociates, Washington, D.C. as their agent and attorney in fact ("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 agreementAgreement, and to take such other action on their behalf in connection with this agreementAgreement, the Closing, and the transactions contemplated hereby as such agent or agents deem 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 hereunder or increase the extent of their obligation to indemnify Pet Quarters Foodvision hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Foodvision Com Inc)

Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Cassxxx Cassidy & XssociatesAssociates, Washington, D.C. as their agent and attorney in fact xxxx ("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 agreement, and to take such other action on their behalf in connection with this agreement, the Closing, and the transactions contemplated hereby as such agent or agents deem 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 hereunder or increase the extent of their obligation to indemnify Pet Quarters IVP hereunder.

Appears in 1 contract

Samples: Agreement and Plan (Ivp Technology Corp)

Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Cassxxx Xxxxxxx & XssociatesAssociates, Washington, D.C. as their agent and attorney in fact ("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 agreement, and to take such other action on their behalf in connection with this agreement, the Closing, and the transactions contemplated hereby as such agent or agents deem 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 hereunder or increase the extent of their obligation to indemnify Pet Quarters hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Pet Quarters Inc)

Shareholders’ Representative. The Shareholders Shareholder hereby irrevocably designate designates and appoint Cassxxx appoints Xxxxxxx & XssociatesAssociates, Washington, D.C. acting by or through any partner thereof as their its agent and attorney in fact ("Shareholders' Shareholder's Representative") with full power and authority until the Closing to execute, deliver, and receive on their its behalf all notices, requests, and other communications hereunder; to fix and alter on their its behalf the date, time, and place of the Closing; to waive, amend, or modify any provisions of this agreementAgreement, and to take such other action on their its behalf in connection with this agreementAgreement, the Closing, and the transactions contemplated hereby as such agent or agents deem 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 Shareholder hereunder or increase the extent of their its obligation to indemnify Pet Quarters Syntec hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Mayford Acquisition Corp)

Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Cassxxx & Xssociates, Washington, D.C. as their Daniel Xxxxxx xx xxeir agent and attorney in fact ("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 agreement, and to take such other action on their behalf in connection with this agreement, the Closing, and the transactions contemplated hereby as such agent or agents deem 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 hereunder or increase the extent of their obligation to indemnify Pet Quarters UCS FINANCIAL hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Share (Ucs Financial Inc)

Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Cassxxx & Xssociates, Washington, D.C. Xxxxx Xxxxxxxxxx as their agent and attorney in fact ("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 agreementAgreement, and to take such other action on their behalf in connection with this agreementAgreement, the Closing, and the transactions contemplated hereby as such agent or agents deem 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 hereunder or increase the extent of their obligation to indemnify Pet Quarters Acquisition hereunder.

Appears in 1 contract

Samples: Merger Agreement and Plan of Reorganization (American Inflatables Inc)

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Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Cassxxx Xxxxxxx & XssociatesAssociates, Washington, D.C. as their agent and attorney in fact ("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 agreement, and to take such other action on their behalf in connection with this agreement, the Closing, and the transactions contemplated hereby as such agent or agents deem 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 hereunder or increase the extent of their obligation to indemnify Pet Quarters Quik Pix hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Baroque Corp)

Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Cassxxx & XssociatesXxxx X'Xxxx, Washington, D.C. Westminster Securities as their agent and attorney in fact ("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 agreementAgreement, and to take such other action on their behalf in connection with this agreementAgreement, the Closing, and the transactions contemplated hereby as such agent or agents deem 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 hereunder or increase the extent of their obligation to indemnify Pet Quarters NYRR hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (New York Regional Rail Corp)

Shareholders’ Representative. The For this transaction, the Shareholders hereby irrevocably designate and appoint Cassxxx & Xssociates, Washington, D.C. Xxxxx Xxxxxx as their agent representative and attorney in fact fact, ("Orix Shareholders' Representative") ), with full power and authority until the Closing to execute, deliver, deliver and receive on their behalf all notices, requests, certificates and other communications hereunder; to to, fix and alter on their behalf the date, time, time and place of the Closing; to waive, amend, amend or modify any provisions of this agreement, Agreement and to take such other action on their behalf in connection with this agreementAgreement, the Closing, Closing and the transactions contemplated hereby as such agent or agents deem appropriate; provided, however, that no such waiver, amendment, amendment or modification may be made if it would decrease the number of shares to be issued to the Shareholders hereunder Sellers under Section 1.02 hereof or increase the extent of their obligation to indemnify Pet Quarters hereunderBuyer under Section 8.02 hereof.

Appears in 1 contract

Samples: Amended Agreement and Plan of Reorganization (Touch Tone America Inc)

Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Cassxxx Xxxxxxx & XssociatesAssociates, Washington, D.C. as their agent and attorney in fact ("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 agreement, and to take such other action on their behalf in connection with this agreement, the Closing, and the transactions contemplated hereby as such agent or agents deem 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 hereunder or increase the extent of their obligation to indemnify Pet Quarters Quintek hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Quintek Technologies Inc)

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