Common use of Shareholders’ Representative Clause in Contracts

Shareholders’ Representative. (a) In order to efficiently administer the transactions contemplated hereby, including (i) the determination of the Closing Working Capital Adjustment and the Adjusted Merger Consideration, (ii) the waiver of any condition to the obligations of the Company and the Company Shareholders to consummate the transactions contemplated hereby, and (iii) the defense and/or settlement of any claims for which the Company Shareholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, the Company Shareholders, by the approval and adoption of this Agreement, shall designate RH Investments 2001 LLC as their representative (the "Shareholders' Representative"). The parties acknowledge that the Company and the Shareholders' Representative shall, prior to the Closing, direct by joint written notice(s) to the Buyer and the Exchange Agent that, on the Closing Date (i) a portion of the Preliminary Merger Consideration, not to exceed an amount to be disclosed in the Information Statement (as defined in Section 4.3) (the "Shareholders' Representative Fund"), shall be withheld and paid directly by the Buyer to an account designated in such notice, as a fund for the fees and expenses of the Shareholders' Representative incurred in connection with this Agreement, with any balance of the Shareholders' Representative Fund not incurred for such purposes to be returned to the Company Shareholders in proportion to their interests in the Escrow Fund, and in such manner that the Shareholders' Representative and the Company may prior to the Closing agree in writing, and (ii) a portion of the Preliminary Merger Consideration, in excess of the $300,000 of such expenses to be borne by the Buyer under Section 4.8, but not to exceed an amount to be disclosed in the Information Statement, shall be paid directly by the Buyer to certain financial and professional advisors and legal counsel to the Company in amounts to be set forth in such joint written notice (such amounts, after deducting such $300,000 sum, the "Expenses").

Shareholders’ Representative. (a) In order Xxxxx Xxxxxx shall be constituted and appointed as the agent and attorney-in-fact (the "Shareholders Representative") for each Shareholder for and on behalf of the Shareholders to efficiently administer the transactions contemplated hereby, including (i) the determination of the Closing Working Capital Adjustment give and the Adjusted Merger Considerationreceive notices and communications, (ii) authorize delivery to Cirrus of shares of Cirrus Common Stock from the waiver Indemnity Fund in satisfaction of claims by Cirrus Indemnitees and object to such deliveries, (iii) authorize any condition and all actions on behalf of the Shareholders related to the obligations payment or allocation of the Company Indemnity Fund, (iv) agree to, negotiate, enter into settlements and the Company Shareholders compromises of, and comply with orders of courts with respect to consummate the transactions contemplated herebyLosses, and (iiiv) take all actions necessary or appropriate in the defense and/or settlement judgment of the Shareholders' Representative for the accomplishment of the foregoing or implementation of any claims provision of this Agreement for which the Company Shareholders Shareholders' Representative is authorized by the Shareholders, including, without limitation, to conduct, negotiate and settle any arbitration under Section 13.3 with respect to Losses. Such agency may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, the Company Shareholders, changed by the Shareholders from time to time upon not less than thirty (30) days prior written notice to Cirrus; provided that the Shareholders' Representative may not be removed unless holders of a majority in interest of the Indemnity Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of the Shareholders' Representative may be filled by approval and adoption of this Agreementthe holders of a majority in interest of the Indemnity Fund, provided that if the holders of a majority in interest in the Indemnity Fund are not able fill a vacancy prior to the effective date of the resignation or removal of the Shareholders Representative, then Xxxxxxxx Xxxxx shall designate RH Investments 2001 LLC act as their representative (the "Shareholders' Representative", until a successor can be appointed in accordance with this Section 11.6(a). The parties acknowledge that No bond shall be required of the Company Shareholders' Representative, and the Shareholders' Representative shall, prior to the Closing, direct by joint written notice(s) to the Buyer and the Exchange Agent that, on the Closing Date shall not receive compensation for his services (i) a portion of the Preliminary Merger Consideration, not to exceed an amount to although he will be disclosed in the Information Statement (as defined in Section 4.3) (the "Shareholders' Representative Fund"), shall be withheld and paid directly by the Buyer to an account designated in such notice, as a fund reimbursed for the fees reasonable costs and expenses of in accordance with Section 11.6(e) below). Notices or communications to or from the Shareholders' Representative incurred in connection with this Agreement, with any balance shall constitute notice to or from each of the Shareholders' Representative Fund not incurred for such purposes to be returned to the Company Shareholders in proportion to their interests in the Escrow Fund, and in such manner that the Shareholders' Representative and the Company may prior to the Closing agree in writing, and (ii) a portion of the Preliminary Merger Consideration, in excess of the $300,000 of such expenses to be borne by the Buyer under Section 4.8, but not to exceed an amount to be disclosed in the Information Statement, shall be paid directly by the Buyer to certain financial and professional advisors and legal counsel to the Company in amounts to be set forth in such joint written notice (such amounts, after deducting such $300,000 sum, the "Expenses").

Shareholders’ Representative. (a) In order to efficiently administer By virtue of the adoption of this Agreement and the transactions contemplated hereby, the approval of the principal terms of the Merger, and the consummation of the Merger or participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each Company Securityholder shall be deemed to have appointed the designation of, and hereby designates, Shareholder Representative Services LLC as the Shareholders’ Representative for all purposes in connection with this Agreement and the agreements ancillary hereto, including, but not limited to, (i) the determination of the Closing Working Capital Adjustment to give and receive notices and communications to Purchaser for any purpose under this Agreement and the Adjusted Merger ConsiderationAdditional Agreements, (ii) 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 any indemnification claims (including Third-Party Claims) under Section 11.1 or, following the waiver Closing, other disputes arising under or related to this Agreement, (iii) to enter into and deliver the Escrow Agreement on behalf of any condition to the obligations each of the Company Securityholders, (iv) to authorize or object to delivery to Purchaser of the Escrow Fund, or any portion thereof, in satisfaction of indemnification claims by the Purchaser in accordance with the provisions of the Escrow Agreement, (v) to act on behalf of Company Securityholders in accordance with the provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Company Shareholders to consummate the transactions contemplated hereby, Merger and (iiivi) to take all actions necessary or appropriate in the defense and/or settlement judgment of the Shareholders’ Representative for the accomplishment of the foregoing. The Shareholders’ Representative may resign at any claims for which time. Such agency may be changed by the Company Shareholders may be required Securityholders from time to indemnify time upon no less than twenty (20) days prior written notice to the Buyer and/or the Surviving Corporation pursuant to Article VI hereofPurchaser, the Company Shareholdersprovided, by the approval and adoption of this Agreementhowever, shall designate RH Investments 2001 LLC as their representative (the "Shareholders' Representative"). The parties acknowledge that the Shareholders’ Representative may not be removed unless holders of a majority of the shares of Company Capital Stock (on an as converted to Ordinary Shares and the Shareholders' Representative shall, Ordinary A Shares basis) outstanding immediately prior to the Closing, direct Effective Time agree to such removal. Any vacancy in the position of Shareholders’ Representative may be filled by joint written notice(sapproval of the holders of a majority of the shares of Company Capital Stock (on an as converted to Ordinary Shares and Ordinary A Shares basis) outstanding immediately prior to the Buyer and the Exchange Agent that, on the Closing Date (i) a portion Effective Time. No bond shall be required of the Preliminary Merger ConsiderationShareholders’ Representative. The Shareholders’ Representative will incur no liability of any kind with respect to any action or omission by the Shareholders’ Representative in connection with the Shareholders’ Representative’s services pursuant to this Agreement and any agreements ancillary hereto, not to exceed an amount to be disclosed except in the Information Statement event of liability directly resulting from the Shareholders’ Representative’s gross negligence or willful misconduct. The Shareholders’ Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Company Securityholders will indemnify, defend and hold harmless the Shareholders’ Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (as defined in Section 4.3) (the "Shareholders' Representative Fund"), shall be withheld and paid directly by the Buyer to an account designated in such notice, as a fund for including the fees and expenses of the Shareholders' counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative incurred Losses”) arising out of or in connection with the Shareholders’ Representative’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that Representative Losses shall not include costs (other than third party expenses) incurred by the Shareholders’ Representative in the ordinary course of business of the Shareholders’ Representative under the engagement letter entered into by the Shareholders’ Representative, the Company, and certain of the Company Securityholders; provided, further, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Shareholders’ Representative, the Shareholders’ Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Shareholders’ Representative by the Company Securityholders, any such Representative Losses may be recovered by the Shareholders’ Representative from (x) the funds in the Expense Fund, and (y) the amounts in the Escrow Fund at such time as remaining amounts would otherwise be distributable to the Company Securityholders; provided, that while this section allows the Shareholders’ Representative to be paid from the aforementioned sources of funds, this does not relieve the Company Securityholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Shareholders’ Representative from seeking any remedies available to it at law or otherwise. In no event will the Shareholders’ Representative be required to advance its own funds on behalf of the Company Securityholders or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Shareholders’ Representative under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Shareholders’ Representative or the termination of this Agreement. Upon the Closing, with the Company will wire US$30,000 (the “Expense Fund”) to the Shareholders’ Representative, which will be used for the purposes of paying directly, or reimbursing the Shareholders’ Representative for, any third party expenses pursuant to this Agreement and the agreements ancillary hereto. The Company Securityholders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Shareholders’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The Shareholders’ Representative will not be liable for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Shareholders’ Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Shareholders’ Representative’s responsibilities, the Shareholders’ Representative will deliver any remaining balance of the Shareholders' Representative Expense Fund not incurred for such purposes to be returned to the Company Shareholders in proportion to their interests in Company. For tax purposes, the Escrow Fund, Expense Fund will be treated as having been received and in such manner that the Shareholders' Representative and voluntarily set aside by the Company may prior to at the Closing agree in writing, and (ii) a portion time of the Preliminary Merger Consideration, in excess of the $300,000 of such expenses to be borne by the Buyer under Section 4.8, but not to exceed an amount to be disclosed in the Information Statement, shall be paid directly by the Buyer to certain financial and professional advisors and legal counsel to the Company in amounts to be set forth in such joint written notice (such amounts, after deducting such $300,000 sum, the "Expenses")Closing.

Shareholders’ Representative. (a) In order to efficiently administer the transactions contemplated herebyevent that the Merger is approved, including (i) the determination effective upon such vote, and without further act of any stockholder of the Closing Working Capital Adjustment Company, Xxxxxxxx and Xxxxx (hereinafter collectively referred to as the Adjusted Merger Consideration, “Stockholders Representative”) shall be appointed as agent and attorney-in-fact by and for each person or entity (iiother than holders of Dissenting Shares) the waiver which owned beneficially or of record any condition to the obligations shares of the Company and the Company Shareholders to consummate the transactions contemplated hereby, and (iii) the defense and/or settlement of any claims for which the Company Shareholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, the Company Shareholders, by the approval and adoption of this Agreement, shall designate RH Investments 2001 LLC as their representative (the "Shareholders' Representative"). The parties acknowledge that the Company and the Shareholders' Representative shall, Stock immediately prior to the Closing, direct by joint written notice(sEffective Time (hereinafter referred to as the “Holdback Beneficiaries”) to give and receive notices and communications, to authorize payments from the Buyer Holdback Shares in satisfaction of claims by the Indemnified Party, to object to such payments, 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 Exchange Agent that, on the Closing Date (i) a portion judgment of the Preliminary Merger Consideration, Stockholders Representative for the accomplishment of the foregoing. Such agency may be changed by the Holdback Beneficiaries from time to time upon not less than thirty (30) days’ prior written notice to exceed an amount to Purchaser; provided that the Stockholders Representative may not be disclosed removed unless Holdback Beneficiaries representing at least a two-thirds interest in the Information Statement (as defined Holdback agree in Section 4.3) (writing to such removal and to the "Shareholders' identity of the substituted Stockholders Representative. Any vacancy in the position of Stockholders Representative Fund"), may be filled by approval in writing of the Holdback Beneficiaries representing at least a majority in interest of the Holdback Shares. No bond shall be withheld and paid directly by the Buyer to an account designated in such notice, as a fund for the fees and expenses required of the Shareholders' Stockholders Representative. Notices or communications to or from the Stockholders Representative incurred in connection with this Agreement, with any balance shall constitute notice to or from each of the Shareholders' Representative Fund not incurred for such purposes to be returned to the Company Shareholders in proportion to their interests in the Escrow Fund, and in such manner that the Shareholders' Representative and the Company may prior to the Closing agree in writing, and (ii) a portion of the Preliminary Merger Consideration, in excess of the $300,000 of such expenses to be borne by the Buyer under Section 4.8, but not to exceed an amount to be disclosed in the Information Statement, shall be paid directly by the Buyer to certain financial and professional advisors and legal counsel to the Company in amounts to be set forth in such joint written notice (such amounts, after deducting such $300,000 sum, the "Expenses")Holdback Beneficiaries.

Shareholders’ Representative. (a) In order to efficiently administer By virtue of the adoption of this Agreement and the transactions contemplated hereby, the approval of the principal terms of the Merger, and the consummation of the Merger or participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each Company Securityholder shall be deemed to have appointed the designation of, and hereby designates, Meeshanthini (Meesha) Dogan as the Shareholders’ Representative for all purposes in connection with the negotiation and execution of this Agreement, the Additional Agreements and the agreements ancillary hereto, including, but not limited to, (i) the determination of the Closing Working Capital Adjustment to give and receive notices and communications to Parent for any purpose under this Agreement and the Adjusted Merger ConsiderationAdditional Agreements, (ii) 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 any indemnification claims (including Third-Party Claims) under Section 10.1 or, following the waiver Closing, other disputes arising under or related to this Agreement, (iii) to enter into and deliver the Escrow Agreement on behalf of any condition to the obligations each of the Company and the Company Shareholders to consummate the transactions contemplated herebySecurityholders, and (iii) the defense and/or settlement of any claims for which the Company Shareholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, the Company Shareholders, by the approval and adoption of this Agreement, shall designate RH Investments 2001 LLC as their representative (the "Shareholders' Representative"). The parties acknowledge that the Company and the Shareholders' Representative shall, prior to the Closing, direct by joint written notice(siv) to the Buyer and the Exchange Agent that, on the Closing Date (i) a portion authorize or object to delivery to Parent of the Preliminary Merger Consideration, not to exceed an amount to be disclosed in the Information Statement (as defined in Section 4.3) (the "Shareholders' Representative Fund"), shall be withheld and paid directly by the Buyer to an account designated in such notice, as a fund for the fees and expenses of the Shareholders' Representative incurred in connection with this Agreement, with any balance of the Shareholders' Representative Fund not incurred for such purposes to be returned to the Company Shareholders in proportion to their interests in the Escrow Fund, or any portion thereof, in satisfaction of indemnification claims by the Parent in accordance with the provisions of the Escrow Agreement, (v) to act on behalf of Company Securityholders in accordance with the provisions of the Agreement, the securities described herein and any other document or instrument executed in such manner that connection with the Agreement and the Merger and (vi) to take all actions necessary or appropriate in the judgment of the Shareholders' ’ Representative and for the Company may prior to the Closing agree in writing, and (ii) a portion accomplishment of the Preliminary Merger Consideration, in excess of the $300,000 of such expenses to be borne by the Buyer under Section 4.8, but not to exceed an amount to be disclosed in the Information Statement, shall be paid directly by the Buyer to certain financial and professional advisors and legal counsel to the Company in amounts to be set forth in such joint written notice (such amounts, after deducting such $300,000 sum, the "Expenses")foregoing.

Shareholders’ Representative. (a) In order Each of the Shareholders agrees that Xx. Xxxxxxx Xxxxxxxx is hereby designated as “Shareholders’ Representative” to efficiently administer represent each of the Shareholders for purposes of this Agreement, including prior to the Closing for the purposes set forth herein. All of the Shareholders agree that Xx. Xxxxxxx Xxxxxxxx may appoint a successor Shareholders’ Representative at any time, and that any such successor Shareholders’ Representative shall have all of the rights and obligations pertaining to the Shareholders’ Representative as set forth in this Agreement. The Shareholders’ Representative shall have the following powers and duties: (i) to take such lawful actions and to incur such costs and expenses as the Shareholders’ Representative, in its sole discretion, deems necessary or advisable to safeguard the interests of the Shareholders in this Agreement and the transactions contemplated hereby, including (i) the determination of the Closing Working Capital Adjustment and the Adjusted Merger Consideration, ; (ii) to compromise, modify, settle, waive, relinquish, exchange, liquidate or otherwise resolve the waiver rights of the Shareholders in and to any condition amounts that are or may be payable after the Closing by Edesa hereunder, which compromise, modification, settlement, waiver, relinquishment, exchange, liquidation or resolution may include payment to the obligations Shareholders of cash, property or any combination thereof; (iii) to employ accountants, investment banks, appraisers, and other experts, attorneys and such other agents as the Company Shareholders’ Representative may deem advisable; (iv) to incur fees, costs and expenses relating to the performance and implementation of this Agreement and the Company Shareholders to consummate other Transaction Documents and the transactions contemplated herebyhereby and thereby (including costs and expenses relating to third-party paying agents, wire expenses and other costs and expenses relating to the payment of any amounts due hereunder); (v) to execute, deliver and perform under this Agreement and the other Transaction Documents to which the Shareholders are party; (vii) subject to Section 11.3, execute and deliver any or perform under any amendment or waiver to this Agreement and the other Transaction Documents; and (iiiviii) to take all lawful actions which the defense and/or settlement Shareholders’ Representative deems necessary or advisable in order to carry out the foregoing. The Shareholders’ Representative shall serve without compensation. The Shareholders’ Representative shall not be liable to the Shareholders for the performance of any claims for which the Company Shareholders may be required act or failure to indemnify the Buyer and/or the Surviving Corporation pursuant act so long as it acted (or failed to Article VI hereof, the Company Shareholders, by the approval and adoption of this Agreement, shall designate RH Investments 2001 LLC as their representative (the "Shareholders' Representative"). The parties acknowledge that the Company and the Shareholders' Representative shall, prior to the Closing, direct by joint written notice(sact) to the Buyer and the Exchange Agent that, on the Closing Date (i) a portion of the Preliminary Merger Consideration, not to exceed an amount in good faith within what it reasonably believed to be disclosed the scope of its authority and for a purpose which it reasonably believed to be in the Information Statement (as defined in Section 4.3) (the "Shareholders' Representative Fund"), shall be withheld and paid directly by the Buyer to an account designated in such notice, as a fund for the fees and expenses best interests of the Shareholders' Representative incurred in connection with this Agreement, with any balance of the Shareholders' Representative Fund not incurred for such purposes to be returned to the Company Shareholders in proportion to their interests in the Escrow Fund, and in such manner that the Shareholders' Representative and the Company may prior to the Closing agree in writing, and (ii) a portion of the Preliminary Merger Consideration, in excess of the $300,000 of such expenses to be borne by the Buyer under Section 4.8, but not to exceed an amount to be disclosed in the Information Statement, shall be paid directly by the Buyer to certain financial and professional advisors and legal counsel to the Company in amounts to be set forth in such joint written notice (such amounts, after deducting such $300,000 sum, the "Expenses").

Shareholders’ Representative. (a) In order to efficiently administer Approval of this Agreement by the transactions contemplated hereby, including (i) the determination Company shareholders shall constitute ratification of the Closing Working Capital Adjustment and the Adjusted Merger Consideration, (ii) the waiver of any condition to the obligations of the Company and the Company Shareholders to consummate the transactions contemplated hereby, and (iii) the defense and/or settlement of any claims for which the Company Shareholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, the Company Shareholders, by the approval and adoption of this Agreement, shall designate RH Investments 2001 LLC as their representative (the "Shareholders' Representative"). The parties acknowledge that the Company and the Shareholders' Representative shall, prior to the Closing, direct by joint written notice(s) to the Buyer and the Exchange Agent that, on the Closing Date (i) a portion of the Preliminary Merger Consideration, not to exceed an amount to be disclosed in the Information Statement (as defined in Section 4.3) (the "Shareholders' Representative Fund"), shall be withheld and paid directly by the Buyer to an account designated in such notice, as a fund for the fees and expenses irrevocable appointment of the Shareholders' Representative incurred as their agent with respect to, and with the full power to resolve, all questions, disputes, conflicts and controversies concerning Indemnification Claims, to authorize the payments of amounts held under the Escrow Agreement for expenses and Indemnification Claims, to defend, negotiate and/or settle such claims, to employ such agents, consultants and professionals, to delegate authority to his agents, and to take such actions, to grant such consents and waivers and to execute such documents on their behalf in connection with Article IX of this AgreementAgreement and the Escrow Agreement as the Shareholders' Representative, with any balance in his discretion, deems best. For purposes of this Article IX, ---------- the CFW Indemnified Parties may rely upon written directions and notices received from the Shareholders' Representative Fund not incurred for such purposes with respect to the matters described herein. In the event the Shareholders' Representative ceases to be returned able to perform his duties as such as a result of his death, incapacity or resignation, The Xxxxxx Family, L.L.C., shall designate an individual to serve as his successor and to assume all of his duties and obligations hereunder and shall so notify CFW in writing of any such designation. The parties acknowledge and agree that Xxxx X. Xxxxx, or any successor designated pursuant to this Section 9.5, is acting as Shareholders' Representative for the shareholders of ----------- the Company Shareholders for the limited administrative purposes set forth herein and nothing in proportion to their interests in this Agreement or the Escrow FundAgreement is intended to, and in such manner that nor shall, impose any personal liability on Xxxx X. Xxxxx, or any other Person who serves as Shareholders' Representative. At any time, shareholders who held immediately prior to Closing a majority of the Company Shares may remove or replace the person serving as the Shareholders' Representative and the Company may prior to the Closing agree in writing, and (ii) name a portion of the Preliminary Merger Consideration, in excess of the $300,000 of substitute for such expenses to be borne person by the Buyer under Section 4.8, but not to exceed an amount to be disclosed in the Information Statement, shall be paid directly by the Buyer to certain financial and professional advisors and legal counsel to the Company in amounts to be set forth in such joint written notice (such amounts, after deducting such $300,000 sum, the "Expenses")to CFW.