Common use of Shareholders’ Representative Clause in Contracts

Shareholders’ Representative. (a) Each Indemnifying Party by virtue of the approval and adoption of this Agreement or by accepting any consideration payable or issuable hereunder shall be deemed to have constituted, appointed and empowered the Shareholders’ Representative, for the benefit of the Indemnifying Parties, as the exclusive agent and attorney-in-fact to act for and on behalf of each Indemnifying Party, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to execute and deliver such waivers, consents and amendments (with respect to any and all matters or issues, including those which may have a negative impact on an Indemnifying Party) under this Agreement and the other agreements, documents and instruments executed in connection herewith and the consummation of the transactions contemplated hereby as the Shareholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as the Shareholders’ Representative, to enforce and protect the rights and interests of the Indemnifying Parties and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement, the Exchange Agent Agreement, and the other agreements, documents and instruments executed in connection herewith and the transactions provided for herein and therein, and to take any and all actions which the Shareholders’ Representative believes are necessary or appropriate under this Agreement and the other agreements, documents and instruments executed in connection herewith for and on behalf of the Indemnifying Parties, including consenting to, compromising or settling any such claims, conducting negotiations with CHC, the Company and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by CHC, the Company or any other Person, or by any Governmental Entity against the Shareholders’ Representative and/or any of the Indemnifying Parties, and receive process on behalf of any or all Indemnifying Parties in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Shareholders’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such claim, action, proceeding or investigation; (C) file any proofs of debt, claims and petitions as the Shareholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Shareholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to refrain from enforcing any right of the Indemnifying Parties arising out of or under or in any manner relating to this Agreement and the other agreements, documents and instruments executed in connection herewith; provided, however, that no such failure to act on the part of the Shareholders’ Representative, except as otherwise provided in this Agreement, shall be deemed a waiver of any such right or interest by the Shareholders’ Representative or by the Indemnifying Parties unless such waiver is in a writing signed by the waiving Party or by the Shareholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Shareholders’ Representative, in its sole and absolute discretion, may consider necessary, proper or convenient in connection with or to carry out the transactions contemplated by this Agreement and the other agreements, documents and instruments executed in connection herewith; (v) to engage special counsel, accountants and other advisors and incur such other expenses on behalf of the Indemnifying Parties in connection with any matter arising under this Agreement and the other agreements, documents and instruments executed in connection herewith; and (vi) to collect, hold and disburse any amounts, including any portion of the Escrow Shares received by Shareholders’ Representative pursuant to the terms hereof in accordance with the terms of this Agreement and the other agreements, documents and instruments executed in connection herewith. Notwithstanding the foregoing, the Shareholders’ Representative may resign at any time by providing written notice of intent to resign to the Indemnifying Parties, which resignation shall be effective upon the earlier of (A) thirty (30) calendar days following delivery of such written notice or (B) the appointment of a successor by the Indemnifying Parties. By executing this Agreement, the Shareholders’ Representative hereby (x) accepts its appointment and authorization to act as Shareholders’ Representative as attorney-in-fact and agent on behalf of the Indemnifying Parties in accordance with the terms of this Agreement and (y) agrees to perform its obligations under, and otherwise comply with, this Section 10.6.

Shareholders’ Representative. (a) Each Indemnifying Party by virtue The Shareholders’ Representative is hereby designated to serve as the representative of the approval and adoption Shareholders with respect to all of the matters contemplated by this Agreement or by accepting any consideration payable or issuable hereunder shall be deemed to have constituted, appointed and empowered the Agreement. The Shareholders’ Representative, for the benefit of the Indemnifying Parties, Representative will act as the exclusive agent agent, proxy and attorney-in-fact for each Shareholder for all purposes of this Agreement, including full power and authority on such Shareholder’s behalf (a) to act for consummate the transactions contemplated herein, (b) to pay, and be entitled to reimbursement by the Shareholders for, such Shareholder’s expenses (whether incurred on behalf of each Indemnifying Party, or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (c) to facilitate the consummation of the transactions contemplated herebydisburse any funds received hereunder to such Shareholder, which shall include the power and authority: (id) to execute and deliver any certificates representing the Company’s capital stock and execution of such waiversfurther instruments as Parent shall reasonably request, consents (e) to execute and amendments deliver on behalf of such Shareholder any amendment or waiver hereto, (with respect f) to take all other actions to be taken by or on behalf of such Shareholder in connection herewith, (g) to negotiate, settle, compromise and otherwise handle all claims pursuant hereto and (h) to do each and every act and exercise any and all matters rights which such Shareholder is, or issuesthe Shareholders collectively are, including those which may have a negative impact on an Indemnifying Party) permitted or required to do or exercise under this Agreement and the other agreements, documents and instruments executed in connection herewith and the consummation of the transactions contemplated hereby as the Shareholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as the Shareholders’ Representative, to enforce and protect the rights and interests of the Indemnifying Parties and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement, the Exchange Agent Agreement, and the other agreements, documents and instruments executed in connection herewith and the transactions provided for herein and therein, and to take any and all actions which . Neither the Shareholders’ Representative believes are necessary or appropriate under this Agreement and the other agreements, documents and instruments executed in connection herewith for and on behalf of the Indemnifying Parties, including consenting to, compromising or settling nor any such claims, conducting negotiations with CHC, the Company and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated agent employed by CHC, the Company or any other Person, or by any Governmental Entity against the Shareholders’ Representative and/or any of the Indemnifying Parties, and receive process on behalf of any or all Indemnifying Parties in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Shareholders’ Representative it shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such claim, action, proceeding or investigation; (C) file any proofs of debt, claims and petitions as the Shareholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Shareholders’ Representative shall not have any obligation to take any such actions, and shall not have incur any liability for to any failure to take any such actions; (iii) to refrain from enforcing any right of the Indemnifying Parties arising out of or under or in any manner Shareholder relating to this Agreement and the other agreementsperformance of its duties hereunder except for actions or omissions constituting fraud, documents and instruments executed in connection herewith; provided, however, that no such failure bad faith or willful misconduct. Parent shall be entitled to act rely on the part delegation of the Shareholders’ Representative, except as otherwise provided authority contained in this Agreement, shall be deemed a waiver of any such right or interest by the Shareholders’ Representative or by the Indemnifying Parties unless such waiver is in a writing signed by the waiving Party or by the Shareholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Shareholders’ Representative, in its sole and absolute discretion, may consider necessary, proper or convenient in connection with or to carry out the transactions contemplated by this Agreement and the other agreements, documents and instruments executed in connection herewith; (v) to engage special counsel, accountants and other advisors and incur such other expenses on behalf of the Indemnifying Parties in connection with any matter arising under this Agreement and the other agreements, documents and instruments executed in connection herewith; and (vi) to collect, hold and disburse any amounts, including any portion of the Escrow Shares received by Shareholders’ Representative pursuant to the terms hereof in accordance with the terms of this Agreement and the other agreements, documents and instruments executed in connection herewith. Notwithstanding the foregoing, the Shareholders’ Representative may resign at any time by providing written notice of intent to resign to the Indemnifying Parties, which resignation shall be effective upon the earlier of (A) thirty (30) calendar days following delivery of such written notice or (B) the appointment of a successor by the Indemnifying Parties. By executing this Agreement, the Shareholders’ Representative hereby (x) accepts its appointment and authorization to act as Shareholders’ Representative as attorney-in-fact and agent on behalf of the Indemnifying Parties in accordance with the terms of this Agreement and (y) agrees to perform its obligations under, and otherwise comply with, this Section 10.68.8.

Shareholders’ Representative. Each of the Shareholders hereby irrevocably makes, constitutes and appoints Xxx XxXxxxxxx as his agent and representative and attorney-in- fact (the "Shareholders' Representative") for all purposes under this Agreement. Each Shareholder hereby authorizes the Shareholders' Representative, on behalf and in the name of such Shareholder, to: (a) Each Indemnifying Party receive all notices or documents given or to be given to him by virtue of the approval and adoption of this Agreement Phoenix pursuant hereto or by accepting any consideration payable or issuable hereunder shall be deemed to have constituted, appointed and empowered the Shareholders’ Representative, for the benefit of the Indemnifying Parties, as the exclusive agent and attorney-in-fact to act for and on behalf of each Indemnifying Party, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to execute and deliver such waivers, consents and amendments (with respect to any and all matters or issues, including those which may have a negative impact on an Indemnifying Party) under this Agreement and the other agreements, documents and instruments executed in connection herewith and to receive and accept service of legal process in connection with any suit or other proceeding arising under this Agreement. The Shareholders' Representative promptly shall forward a copy of such notice or process to each Shareholder ; (b) deliver at the consummation Closing the certificates for the Shares of each Shareholder in exchange for his portion of the transactions contemplated hereby as the Shareholders’ Representative, in its sole discretion, may deem necessary or desirableExchange Consideration; (iic) as sign and deliver to Phoenix at the Shareholders’ Representative, to enforce and protect the rights and interests Closing a receipt for his portion of the Indemnifying Parties Exchange Consideration and transmit the Exchange Consideration to enforce each Shareholder; (d) deliver to Phoenix at the Closing all certificates and protect documents to be delivered to Phoenix by the rights and interests of such Persons arising out of or under or in any manner relating Shareholders pursuant to this Agreement, together with any other certificates and documents executed by each Shareholder and deposited with the Exchange Agent AgreementShareholders' Representative for such purpose; (e) engage such legal counsel, and the other agreements, documents and instruments executed in connection herewith and the transactions provided for herein and therein, and to take any and all actions which the Shareholders’ Representative believes are necessary or appropriate under this Agreement and the other agreements, documents and instruments executed in connection herewith for and on behalf of the Indemnifying Parties, including consenting to, compromising or settling any such claims, conducting negotiations with CHC, the Company and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by CHC, the Company or any other Person, or by any Governmental Entity against the Shareholders’ Representative and/or any of the Indemnifying Parties, and receive process on behalf of any or all Indemnifying Parties in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Shareholders’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such claim, action, proceeding or investigation; (C) file any proofs of debt, claims and petitions as the Shareholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Shareholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to refrain from enforcing any right of the Indemnifying Parties arising out of or under or in any manner relating to this Agreement and the other agreements, documents and instruments executed in connection herewith; provided, however, that no such failure to act on the part of the Shareholders’ Representative, except as otherwise provided in this Agreement, shall be deemed a waiver of any such right or interest by the Shareholders’ Representative or by the Indemnifying Parties unless such waiver is in a writing signed by the waiving Party or by the Shareholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Shareholders’ Representative, in its sole and absolute discretion, may consider necessary, proper or convenient in connection with or to carry out the transactions contemplated by this Agreement and the other agreements, documents and instruments executed in connection herewith; (v) to engage special counsel, accountants and other advisors for Shareholders and incur such other expenses on behalf of the Indemnifying Parties Shareholders in connection with any matter arising under this Agreement and the other agreements, documents and instruments executed in connection herewithtransactions contemplated hereby as the Shareholders' Representative may deem appropriate; and (vif) to collect, hold and disburse take such action on behalf of such Shareholders as the Shareholders' Representative may deem appropriate in respect of: (i) waiving any amounts, including inaccuracies in the representations or warranties of Phoenix contained in this Agreement or in any portion document delivered by it pursuant hereto; (ii) waiving the fulfillment of any of the Escrow Shares received conditions precedent to the Shareholders' obligations hereunder; (iii) taking such other action as he is authorized to take under this Agreement; (iv) receiving all documents or certificates and making all determinations on behalf of the Shareholders required under this Agreement; and (v) all such other matters as the Shareholders' Representative may deem necessary or appropriate to consummate this Agreement and the transactions contemplated hereby. The appointment of the Shareholders' Representative hereunder is irrevocable and is deemed coupled with an interest and any action taken by Shareholders’ ' Representative pursuant to the terms hereof authority granted in accordance with the terms of this Agreement and the other agreements, documents and instruments executed in connection herewith. Notwithstanding the foregoing, the Shareholders’ Representative may resign at any time by providing written notice of intent to resign to the Indemnifying Parties, which resignation Section 9.1 shall be effective upon and absolutely binding on each Shareholder notwithstanding any contrary action of or direction from a Shareholder. The death or incapacity of any Shareholder shall not terminate the earlier prior authority and agency of (A) thirty (30) calendar days following delivery of such written notice or (B) the appointment of a successor by the Indemnifying Parties. By executing this Agreement, the Shareholders’ Representative hereby (x) accepts its appointment and authorization to act as Shareholders’ Representative as attorney-in-fact and agent on behalf of the Indemnifying Parties in accordance with the terms of this Agreement and (y) agrees to perform its obligations under, and otherwise comply with, this Section 10.6' Representative.

Shareholders’ Representative. Xxxxxxx hereby irrevocably acknowledges that each Seller has appointed Xxxxxxx as his agent and representative, an attorney in fact for all purposes under this Agreement. Each Seller has authorized Xxxxxxx, on behalf in the name of such Sellers, to (ai) Each Indemnifying Party receive all notices or documents or to be given to him by virtue Buyer pursuant hereto; (ii) deliver at Closing the certificates for the shares of each Seller in exchange for his portion of the approval purchase price (iii) sign and adoption of this Agreement or by accepting any consideration payable or issuable hereunder shall be deemed deliver to have constituted, appointed and empowered Buyer at the Shareholders’ Representative, Closing a receipt for the benefit his portion of the Indemnifying Partiespurchase price and transmits such purchase price to each Seller; (iv) deliver to Buyer at the Closing all certificates and documents to be delivered to Buyer by the Sellers pursuant to this Agreement, as the exclusive agent together with any other certificates and attorney-in-fact to act documents executed by each Seller and deposited with Xxxxxxx for such purpose; and (v) take such action on behalf of each Indemnifying Partysuch Sellers as Xxxxxxx may xxxx appropriate hereof, including, but not limiting to waiving any inaccuracies in connection with the representations or warranties of Buyer, waiving of any conditions precedent to the Sellers' obligations hereunder, and all such other matters as Xxxxxxx may deem necessary or appropriate to facilitate the consummation of consummate this Agreement and the transactions contemplated hereby, which shall include . Xxxxxxx acknowledges that the power appointment as representative is irrevocable and authority: (i) to execute and deliver such waivers, consents and amendments (is deemed coupled with respect to any and all matters or issues, including those which may have a negative impact on an Indemnifying Party) under this Agreement and the other agreements, documents and instruments executed in connection herewith and the consummation of the transactions contemplated hereby as the Shareholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as the Shareholders’ Representative, to enforce and protect the rights and interests of the Indemnifying Parties and to enforce and protect the rights and interests of such Persons arising out of or under or interest in any manner relating action taken by Xxxxxxx pursuant to this Agreement, the Exchange Agent Agreement, and the other agreements, documents and instruments executed in connection herewith and the transactions provided for herein and therein, and to take any and all actions which the Shareholders’ Representative believes are necessary or appropriate under this Agreement and the other agreements, documents and instruments executed in connection herewith for and on behalf of the Indemnifying Parties, including consenting to, compromising or settling any such claims, conducting negotiations with CHC, the Company and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by CHC, the Company or any other Person, or by any Governmental Entity against the Shareholders’ Representative and/or any of the Indemnifying Parties, and receive process on behalf of any or all Indemnifying Parties in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Shareholders’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such claim, action, proceeding or investigation; (C) file any proofs of debt, claims and petitions as the Shareholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Shareholders’ Representative authority. Buyer shall not have any obligation be obligated to take any such actions, inquire into the authority of Xxxxxxx and shall not have any liability for any failure to take any such actions; (iii) to refrain from enforcing any right of the Indemnifying Parties arising out of or under or in any manner relating to this Agreement and the other agreements, documents and instruments executed in connection herewith; provided, however, that no such failure to act on the part of the Shareholders’ Representative, except as otherwise provided in this Agreement, Buyer shall be deemed a waiver of any such right or interest by the Shareholders’ Representative or by the Indemnifying Parties unless such waiver is protected in a writing signed by the waiving Party or by the Shareholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Shareholders’ Representative, in its sole and absolute discretion, may consider necessary, proper or convenient in connection dealing with or to carry out the transactions contemplated by this Agreement and the other agreements, documents and instruments executed in connection herewith; (v) to engage special counsel, accountants and other advisors and incur such other expenses on behalf of the Indemnifying Parties in connection with any matter arising under this Agreement and the other agreements, documents and instruments executed in connection herewith; and (vi) to collect, hold and disburse any amounts, including any portion of the Escrow Shares received by Shareholders’ Representative pursuant to the terms hereof in accordance with the terms of this Agreement and the other agreements, documents and instruments executed in connection herewith. Notwithstanding the foregoing, the Shareholders’ Representative may resign at any time by providing written notice of intent to resign to the Indemnifying Parties, which resignation shall be effective upon the earlier of (A) thirty (30) calendar days following delivery of such written notice or (B) the appointment of a successor by the Indemnifying Parties. By executing this Agreement, the Shareholders’ Representative hereby (x) accepts its appointment and authorization to act as Shareholders’ Representative as attorney-in-fact and agent on behalf of the Indemnifying Parties in accordance with the terms of this Agreement and (y) agrees to perform its obligations under, and otherwise comply with, this Section 10.6him.

Shareholders’ Representative. (a) Each Indemnifying Party by virtue Seller hereby irrevocably approves the constitution and appointment of, and hereby irrevocably constitutes and appoints Shareholder Representative Services LLC, as of the approval and adoption of this Agreement or by accepting any consideration payable or issuable hereunder shall be deemed to have constituted, appointed and empowered the Shareholders’ Representative, for the benefit of the Indemnifying PartiesClosing, as the exclusive agent sole, exclusive, true and lawful agent, representative and attorney-in-fact to act of all Sellers and each of them (“Shareholders’ Representative ”) with authority, for and on behalf of each Indemnifying Party, in connection with Seller to take such actions and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to execute and deliver exercise such waivers, consents and amendments (discretions as may be required with respect to any and all matters relating to, arising out of, or issuesin connection with, including those which may have a negative impact on an Indemnifying Party) under this Agreement and the other agreements, documents and instruments executed in connection herewith and the consummation of the transactions contemplated hereby as the Shareholders’ Representative, in its sole discretion, may deem necessary any related document or desirable; (ii) as the Shareholders’ Representative, to enforce and protect the rights and interests of the Indemnifying Parties and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement, the Exchange Agent Agreement, and the other agreements, documents and instruments executed in connection herewith and the transactions provided for herein and therein, and to take any and all actions which the Shareholders’ Representative believes are necessary or appropriate under this Agreement and the other agreements, documents and instruments executed in connection herewith for and on behalf of the Indemnifying Parties, including consenting to, compromising or settling any such claims, conducting negotiations with CHC, the Company and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by CHC, the Company or any other Person, or by any Governmental Entity against the Shareholders’ Representative and/or any of the Indemnifying Parties, and receive process on behalf of any or all Indemnifying Parties in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Shareholders’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such claim, action, proceeding or investigation; (C) file any proofs of debt, claims and petitions as the Shareholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Shareholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to refrain from enforcing any right of the Indemnifying Parties arising out of or under or in any manner relating to this Agreement and the other agreements, documents and instruments executed in connection herewith; provided, however, that no such failure to act on the part of the Shareholders’ Representative, except as otherwise provided in this Agreement, shall be deemed a waiver of any such right or interest by the Shareholders’ Representative or by the Indemnifying Parties unless such waiver is in a writing signed by the waiving Party or by the Shareholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Shareholders’ Representative, in its sole and absolute discretion, may consider necessary, proper or convenient in connection with or to carry out the transactions contemplated by this Agreement and the other agreements, documents and instruments executed in connection herewith; (v) to engage special counsel, accountants and other advisors and incur such other expenses on behalf of the Indemnifying Parties in connection with any matter arising under this Agreement and the other agreements, documents and instruments executed in connection herewith; and (vi) to collect, hold and disburse any amounts, including any portion of the Escrow Shares received by Shareholders’ Representative pursuant to the terms hereof instrument in accordance with the terms of the engagement letter between LifeArc, Future Fund, Xxxxxx Xxxx, Xxxxxx Xxxxxx and Shareholders’ Representative entered into on or before Closing, including but not limited to for purposes of taking any action or omitting to take any action on behalf of the Sellers hereunder to: (i) act for the Sellers with regard to all matters pertaining to indemnification under this Agreement Agreement, including the power to defend, compromise, or settle any claims and to otherwise prosecute or pursue any litigation claims, and the other payment or non-payment of any of the Escrow Amount; (ii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents and instruments executed in connection herewith. Notwithstanding the foregoing, that the Shareholders’ Representative may resign at deems necessary or appropriate in connection with the consummation of the Transactions; (iii) make payments of funds and give receipts for funds; (iv) do or refrain from doing any time by providing written notice further act or deed on behalf of intent to resign to the Indemnifying Parties, which resignation shall be effective upon the earlier of (A) thirty (30) calendar days following delivery of such written notice or (B) the appointment of a successor by the Indemnifying Parties. By executing this Agreement, Sellers that the Shareholders’ Representative hereby (x) accepts deems necessary or appropriate in its appointment and authorization discretion relating to act as Shareholders’ Representative as attorney-in-fact and agent on behalf of the Indemnifying Parties in accordance with the terms subject matter of this Agreement as fully and (y) agrees to perform its obligations under, and otherwise comply with, this Section 10.6.completely as the Sellers could do if personally present; 43

Shareholders’ Representative. (a) Each Indemnifying Party by virtue of The Xicom Shareholders hereby irrevocably constitute and appoint Wxxxxx X. Xxxx (the approval and adoption of this Agreement “Representative” or by accepting any consideration payable or issuable hereunder shall be deemed to have constituted, appointed and empowered the “Shareholders’ Representative, for the benefit of the Indemnifying Parties, as the exclusive agent and attorney-in-fact to act for and on behalf of each Indemnifying Party, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i”) to execute and deliver such waivers, consents and amendments (with respect to any and all matters or issues, including those which may have a negative impact on an Indemnifying Party) under this Agreement and the other agreements, documents and instruments executed in connection herewith and the consummation of the transactions contemplated hereby as the Shareholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as the Shareholders’ Representative, to enforce and protect the rights and interests of the Indemnifying Parties and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement, the Exchange Agent Agreement, and the other agreements, documents and instruments executed in connection herewith and the transactions provided for herein and therein, and to take any and all actions which the Shareholders’ Representative believes are necessary or appropriate under this Agreement and the other agreements, documents and instruments executed in connection herewith for and on behalf of the Indemnifying Parties, including consenting to, compromising or settling any such claims, conducting negotiations with CHC, the Company and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by CHC, the Company or any other Person, or by any Governmental Entity against the Shareholders’ Representative and/or any of the Indemnifying Parties, and receive process on behalf of any or all Indemnifying Parties in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Shareholders’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such claim, action, proceeding or investigation; (C) file any proofs of debt, claims and petitions as the Shareholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Shareholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to refrain from enforcing any right of the Indemnifying Parties arising out of or under or in any manner relating to this Agreement and the other agreements, documents and instruments executed in connection herewith; provided, however, that no such failure to act on the part of the Shareholders’ Representative, except as otherwise provided in this Agreement, shall be deemed a waiver of any such right or interest by the Shareholders’ Representative or by the Indemnifying Parties unless such waiver is in a writing signed by the waiving Party or by the Shareholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Shareholders’ Representative, in its sole and absolute discretion, may consider necessary, proper or convenient in connection with or to carry out the transactions contemplated by this Agreement and the other agreements, documents and instruments executed in connection herewith; (v) to engage special counsel, accountants and other advisors and incur such other expenses on behalf of the Indemnifying Parties in connection with any matter arising under this Agreement and the other agreements, documents and instruments executed in connection herewith; and (vi) to collect, hold and disburse any amounts, including any portion of the Escrow Shares received by Shareholders’ Representative pursuant to the terms hereof in accordance with the terms of this Agreement and the other agreements, documents and instruments executed in connection herewith. Notwithstanding the foregoing, the Shareholders’ Representative may resign at any time by providing written notice of intent to resign to the Indemnifying Parties, which resignation shall be effective upon the earlier of (A) thirty (30) calendar days following delivery of such written notice or (B) the appointment of a successor by the Indemnifying Parties. By executing this Agreement, the Shareholders’ Representative hereby (x) accepts its appointment and authorization to act as Shareholders’ Representative as their true and lawful attorney-in-fact and agent agent, with full power of substitution and resubstitution for him and in his name, place and sxxxx, in any and all capacities, to execute any and all agreements and documents required or contemplated by this Agreement, including any amendments or waivers hereto, on behalf of the Indemnifying Parties in accordance with the terms of this Agreement and (y) agrees to perform its obligations underXicom Shareholders, and otherwise comply withto deal with all claims under this Agreement, this Section 10.6including any claims for indemnification, and settlements in respect thereto and to notify, negotiate and resolve any and all issues concerning the Final Closing Balance Sheet with Radyne. If, for any reason, Mx. Xxxx is incapacitated or unable to act, Rxxxxx X. Xxxxxx is hereby appointed as his successor to act as the Representative. Radyne shall be entitled to send all notices to, and to rely upon all consents and approvals given, and all other actions taken by the incumbent Representative until such time as Radyne receives actual notice of such Representative’s death or incapacity. Radyne shall be entitled to rely upon the response of the Representative in all matters pertaining to the subject matter hereof, including, without limitation, any consent or approval provided or contemplated hereunder to be given by or on behalf of, or obtained from, the Xicom Shareholders. Notice to or service upon the Representative shall be deemed to constitute good and sufficient notice or service upon all of the Xicom Shareholders for all matters, including without limitation, all notices of or demands for legal processes.

Shareholders’ Representative. (a) Each Indemnifying Party by virtue of the approval Shareholder hereby irrevocably appoints Rxxxxx X. Xxxxx as its sole, exclusive, true and adoption of this Agreement or by accepting any consideration payable or issuable hereunder shall be deemed to have constitutedlawful agent, appointed and empowered the Shareholders’ Representative, for the benefit of the Indemnifying Parties, as the exclusive agent representative and attorney-in-fact (“Shareholders’ Representative”) to act for and on behalf of each Indemnifying Partythe Shareholders, in connection with including, without limitation, to give and receive notices and communications, to facilitate the consummation act on behalf of the transactions contemplated hereby, which shall include the power and authority: (i) to execute and deliver such waivers, consents and amendments (Shareholders with respect to any and all matters or issues, including those which may have a negative impact on an Indemnifying Party) arising under this Agreement and the other agreements, documents and instruments executed in connection herewith and the consummation of the transactions contemplated hereby as the Shareholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as the Shareholders’ Representative, to enforce and protect the rights and interests of the Indemnifying Parties and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement, the Exchange Agent Agreementto agree to, negotiate, enter into settlements and compromises of, and the other agreementscommence, documents prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and instruments executed in connection herewith claims, mediation and the transactions provided for herein arbitration proceedings, and thereinto comply with orders of courts and awards of courts, mediators and arbitrators with respect to such suits, claims or proceedings, and to take any and all actions which necessary or appropriate in the judgment of Shareholders’ Representative believes are necessary or appropriate under this Agreement and for the other agreements, documents and instruments executed in connection herewith for and on behalf accomplishment of the Indemnifying Parties, including consenting to, compromising or settling any such claims, conducting negotiations with CHC, the Company and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by CHC, the Company or any other Person, or by any Governmental Entity against the Shareholders’ Representative and/or any of the Indemnifying Parties, and receive process on behalf of any or all Indemnifying Parties in any such claim, action, proceeding or investigation and compromise or settle on such terms as the foregoing. Shareholders’ Representative shall determine to for all purposes be appropriate, and give receipts, releases and discharges with respect to, any deemed the sole authorized agent of the Shareholders until such claim, action, proceeding or investigation; (C) file any proofs of debt, claims and petitions time as the Shareholders’ Representative agency is terminated. Such agency may deem advisable or necessary; be changed by the Shareholders from time to time upon not less than thirty (D30) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Shareholders’ Representative shall not have any obligation days prior written notice to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to refrain from enforcing any right of the Indemnifying Parties arising out of or under or in any manner relating to this Agreement and the other agreements, documents and instruments executed in connection herewithBuyers; provided, however, that no such failure to act on the part Shareholders’ Representative may not be removed unless holders of a majority of the SCA Shares as of the date hereof agree to such removal and to the identity of the substituted Shareholders’ Representative. Any vacancy in the position of Shareholders’ Representative may be filled by approval of the holders of a majority of the SCA Shares as of the date hereof. No bond shall be required of Shareholders’ Representative, except as otherwise provided in this Agreement, shall be deemed a waiver of any such right or interest by the and Shareholders’ Representative shall not receive compensation for his services. Notices or by the Indemnifying Parties unless such waiver is in a writing signed by the waiving Party communications to or by the Shareholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Shareholders’ Representative, in its sole and absolute discretion, may consider necessary, proper or convenient in connection with or to carry out the transactions contemplated by this Agreement and the other agreements, documents and instruments executed in connection herewith; (v) to engage special counsel, accountants and other advisors and incur such other expenses on behalf of the Indemnifying Parties in connection with any matter arising under this Agreement and the other agreements, documents and instruments executed in connection herewith; and (vi) to collect, hold and disburse any amounts, including any portion of the Escrow Shares received by from Shareholders’ Representative pursuant shall constitute notice to the terms hereof in accordance with the terms of this Agreement and the other agreements, documents and instruments executed in connection herewith. Notwithstanding the foregoing, the Shareholders’ Representative may resign at any time by providing written notice of intent to resign to the Indemnifying Parties, which resignation shall be effective upon the earlier of (A) thirty (30) calendar days following delivery of such written notice or (B) the appointment of a successor by the Indemnifying Parties. By executing this Agreement, the Shareholders’ Representative hereby (x) accepts its appointment and authorization to act as Shareholders’ Representative as attorney-in-fact and agent on behalf from each of the Indemnifying Parties in accordance with Shareholders during the terms term of this Agreement and (y) agrees to perform its obligations under, and otherwise comply with, this Section 10.6the agency.

Shareholders’ Representative. (a) Each Indemnifying Party by virtue of the approval Shareholders hereby irrevocably makes, constitutes and adoption of this Agreement or by accepting any consideration payable or issuable hereunder shall be deemed to have constituted, appointed appoints Timothy C Palmer as his agent and empowered the Shareholders’ Representative, for the benefit of the Indemnifying Parties, as the exclusive agent representative and attorney-in-fact to act (xxx "Xxxxxxxxxers' Representative") for and all purposes under this Agreement. Each Shareholder hereby authorizes the Shareholders' Representative, on behalf and in the name of each Indemnifying Partysuch Shareholder, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authorityto: (ia) receive all notices or documents given or to execute and deliver such waivers, consents and amendments (with respect be given to any and all matters him by Phoenix pursuant hereto or issues, including those which may have a negative impact on an Indemnifying Party) under this Agreement and the other agreements, documents and instruments executed in connection herewith and to receive and accept service of legal process in connection with any suit or other proceeding arising under this Agreement. The Shareholders' Representative promptly shall forward a copy of such notice or process to each Shareholder ; (b) deliver at the consummation Closing the certificates for the Shares of each Shareholder in exchange for his portion of the transactions contemplated hereby as the Shareholders’ Representative, in its sole discretion, may deem necessary or desirableExchange Consideration; (iic) as sign and deliver to Phoenix at the Shareholders’ Representative, to enforce and protect the rights and interests Closing a receipt for his portion of the Indemnifying Parties Exchange Consideration and transmit the Exchange Consideration to enforce each Shareholder; (d) deliver to Phoenix at the Closing all certificates and protect documents to be delivered to Phoenix by the rights and interests of such Persons arising out of or under or in any manner relating Shareholders pursuant to this Agreement, together with any other certificates and documents executed by each Shareholder and deposited with the Exchange Agent AgreementShareholders' Representative for such purpose; (e) engage such legal counsel, and the other agreements, documents and instruments executed in connection herewith and the transactions provided for herein and therein, and to take any and all actions which the Shareholders’ Representative believes are necessary or appropriate under this Agreement and the other agreements, documents and instruments executed in connection herewith for and on behalf of the Indemnifying Parties, including consenting to, compromising or settling any such claims, conducting negotiations with CHC, the Company and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by CHC, the Company or any other Person, or by any Governmental Entity against the Shareholders’ Representative and/or any of the Indemnifying Parties, and receive process on behalf of any or all Indemnifying Parties in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Shareholders’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such claim, action, proceeding or investigation; (C) file any proofs of debt, claims and petitions as the Shareholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Shareholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to refrain from enforcing any right of the Indemnifying Parties arising out of or under or in any manner relating to this Agreement and the other agreements, documents and instruments executed in connection herewith; provided, however, that no such failure to act on the part of the Shareholders’ Representative, except as otherwise provided in this Agreement, shall be deemed a waiver of any such right or interest by the Shareholders’ Representative or by the Indemnifying Parties unless such waiver is in a writing signed by the waiving Party or by the Shareholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Shareholders’ Representative, in its sole and absolute discretion, may consider necessary, proper or convenient in connection with or to carry out the transactions contemplated by this Agreement and the other agreements, documents and instruments executed in connection herewith; (v) to engage special counsel, accountants and other advisors for Shareholders and incur such other expenses on behalf of the Indemnifying Parties Shareholders in connection with any matter arising under this Agreement and the other agreements, documents and instruments executed in connection herewithtransactions contemplated hereby as the Shareholders' Representative may deem appropriate; and (vif) to collect, hold and disburse any amounts, including any portion of the Escrow Shares received by Shareholders’ Representative pursuant to the terms hereof in accordance with the terms of this Agreement and the other agreements, documents and instruments executed in connection herewith. Notwithstanding the foregoing, the Shareholders’ Representative may resign at any time by providing written notice of intent to resign to the Indemnifying Parties, which resignation shall be effective upon the earlier of (A) thirty (30) calendar days following delivery of take such written notice or (B) the appointment of a successor by the Indemnifying Parties. By executing this Agreement, the Shareholders’ Representative hereby (x) accepts its appointment and authorization to act as Shareholders’ Representative as attorney-in-fact and agent action on behalf of such Shareholders as the Indemnifying Parties Shareholders' Representative may deem appropriate in accordance with respect of: (i) waiving any inaccuracies in the terms representations or warranties of Phoenix contained in this Agreement and or in any document delivered by it pursuant hereto; (yii) agrees waiving the fulfillment of any of the conditions precedent to perform its the Shareholders' obligations under, and otherwise comply with, hereunder; (iii) taking such other action as he is authorized to take under this Section 10.6.Agreement;

Shareholders’ Representative. (a) Each Indemnifying Party by virtue of the approval Shareholder hereby irrevocably makes, constitutes and adoption of this Agreement or by accepting any consideration payable or issuable hereunder shall be deemed to have constituted, appointed and empowered appoints Xxxxx X. Xxxxx as the Shareholders’ RepresentativeRepresentative and as his, for the benefit of the Indemnifying Parties, as the her or its exclusive agent and true and lawful attorney-in-fact with full power of substitution to act for do any and on behalf of each Indemnifying Partyall things and execute any and all documents which may be necessary, in connection with and convenient or appropriate to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to execute and deliver such waivers, consents and amendments (with respect to any and all matters or issues, including those which may have a negative impact on an Indemnifying Party) under this Agreement and the other agreements, documents and instruments executed in connection herewith and the consummation of the transactions contemplated hereby as the Shareholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as the Shareholders’ Representative, to enforce and protect the rights and interests of the Indemnifying Parties and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to by this Agreement, the Exchange Agent Agreement, hereby ratifying and the other agreements, documents and instruments executed in connection herewith and the transactions provided for herein and therein, and to take any and confirming all actions which the Shareholders’ Representative believes are necessary or appropriate under this Agreement and the other agreements, documents and instruments executed in connection herewith for and on behalf of the Indemnifying Parties, including consenting to, compromising or settling any such claims, conducting negotiations with CHC, the Company and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by CHC, the Company or any other Person, or by any Governmental Entity against the Shareholders’ Representative and/or any of the Indemnifying Parties, and receive process on behalf of any or all Indemnifying Parties in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Shareholders’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such claim, action, proceeding or investigation; (C) file any proofs of debt, claims and petitions as that the Shareholders’ Representative may deem advisable do or necessarycause to be done by virtue hereof, including but not limited to: (i) make all decisions relating to the determination of the purchase price adjustment under Section 2.3; (Dii) settle subject to the terms of this Agreement, make all decisions relating to the distribution of any amounts payable or compromise distributable to such Shareholder hereunder; (iii) execution and delivery, on behalf of such Shareholder, of any claims asserted document required to be executed by or on behalf of the Shareholders under this Agreement; (iv) receipt and forwarding of notices and communications pursuant to this Agreement; (v) administration of this Agreement, including the resolution of any dispute or claim; (vi) the resolution, settlement, or compromise of any claim for indemnification asserted against such Shareholder pursuant to Section 9.4(a) or elsewhere under this Agreement; (vii) asserting, on behalf of such Shareholder, claims for indemnification under Section 9.4(b) and resolving, settling or compromising all such claims; (viii) terminate or consent or agree to any termination of this Agreement or any provision hereof; (ix) consent or agree to any amendment to this Agreement, or waiver of any of its terms and conditions; and (Ex) file and prosecute appeals from any decision, take all actions necessary or appropriate in the judgment or award rendered in any such action, proceeding or investigation, it being understood that of the Shareholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to refrain from enforcing any right the accomplishment of the Indemnifying Parties arising out of or under or in any manner relating to this Agreement and the other agreements, documents and instruments executed in connection herewith; provided, however, that no such failure to act on the part of the Shareholders’ Representative, except as otherwise provided in this Agreement, shall be deemed a waiver of any such right or interest by the Shareholders’ Representative or by the Indemnifying Parties unless such waiver is in a writing signed by the waiving Party or by the Shareholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Shareholders’ Representative, in its sole and absolute discretion, may consider necessary, proper or convenient in connection with or to carry out the transactions contemplated by this Agreement and the other agreements, documents and instruments executed in connection herewith; (v) to engage special counsel, accountants and other advisors and incur such other expenses on behalf of the Indemnifying Parties in connection with any matter arising under this Agreement and the other agreements, documents and instruments executed in connection herewith; and (vi) to collect, hold and disburse any amounts, including any portion of the Escrow Shares received by Shareholders’ Representative pursuant to the terms hereof in accordance with the terms of this Agreement and the other agreements, documents and instruments executed in connection herewith. Notwithstanding the foregoing, in each case without having to seek or obtain the Shareholders’ Representative may resign at any time by providing written notice of intent to resign to the Indemnifying Parties, which resignation shall be effective upon the earlier of (A) thirty (30) calendar days following delivery consent of such written notice Shareholder or (B) the appointment of a successor by the Indemnifying Parties. By executing this Agreement, the Shareholders’ Representative hereby (x) accepts its appointment and authorization to act as Shareholders’ Representative as attorney-in-fact and agent on behalf of the Indemnifying Parties in accordance with the terms of this Agreement and (y) agrees to perform its obligations under, and otherwise comply with, this Section 10.6other Person under any circumstance.