Common use of Shareholders’ Representative Clause in Contracts

Shareholders’ Representative. (a) In order to administer efficiently the rights and obligations of the Shareholders under this Agreement, the Shareholders hereby designate and appoint Timo▇▇▇ ▇▇▇▇▇▇ ▇▇ the Shareholders' Representative, to serve as the Shareholders' agent, proxy and attorney-in-fact for the limited purposes set forth in this Agreement. (b) Each of the Shareholders hereby appoints the Shareholders' Representative as such Shareholder's agent, proxy and attorney-in-fact, with full power of substitution, for all purposes set forth in this Agreement, including, without limitation, the full power and authority on such Shareholder's behalf (i) to consummate the transactions contemplated by this Agreement, (ii) to disburse any funds received hereunder to the Shareholders, (iii) to execute and deliver on behalf of each Shareholder any amendment or waiver under this Agreement, to agree to the amount of the actual Closing Date Debt, Closing Date Current Assets and Closing Date Current Liabilities pursuant to Section 1.2(a), and to agree to resolution of all Claims hereunder, (iv) to retain legal counsel and other professional services, at the expense of the Shareholders, in connection with the performance by the Shareholders' Representative of this Agreement, and (v) to do each and every act and exercise any and all rights which such Shareholder or Shareholders are permitted or required to do or exercise under this Agreement and the other agreements, documents and certificates executed in connection herewith. Each of the Shareholders agrees that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Shareholders' Representative and shall survive the death, bankruptcy or other incapacity of any Shareholder. (c) Each of the Shareholders hereby agrees that any amendment or waiver under this Agreement, and any action taken on behalf of the Shareholders to enforce the rights of the Shareholders under this Agreement, and any action taken with respect to any adjustment or Claim (including any action taken to object to, defend, compromise or agree to the payment of such adjustment or Claim), shall be effective if approved in writing by persons who were the holders of a majority of the Corporation's Stock immediately prior to the Closing, and that each and every action so taken shall be binding and conclusive on every Shareholder, whether or not such Shareholder had notice of, or approved, such amendment or waiver. (d) Timo▇▇▇ ▇▇▇▇▇▇ ▇▇▇ll serve as the Shareholders' Representative until he resigns or is otherwise unable or unwilling to serve. In the event that a Shareholders' Representative resigns from such position or is otherwise unable or unwilling to serve, the remaining Shareholders shall select, by the vote of the holders of a majority of the Corporation's Stock immediately prior to the Closing, a successor representative to fill such vacancy, shall provide prompt written notice to WCI of such change and such substituted representative shall then be deemed to be the Shareholders' Representative for all purposes of this Agreement.

Shareholders’ Representative. (a) In order to administer efficiently To the rights and obligations of the Shareholders under this Agreementextent permitted by Law, the Shareholders hereby designate and irrevocably appoint Timo▇▇▇ ▇▇▇▇▇▇ ▇▇ the Shareholders' Representative, to serve ’ Representative as the Shareholders' representative, agent, proxy proxy, and attorney-in-fact for the limited purposes set forth in this Agreement. (b) Each of all the Shareholders hereby appoints the Shareholders' Representative as such Shareholder's agent, proxy and attorney-in-fact, with full power of substitution, for all purposes set forth in under this Agreement, including, without limitation, Agreement including the full power and authority on such Shareholder's behalf the Shareholders’ behalf: (i) to consummate the transactions contemplated by this AgreementAgreement including the execution and delivery of all other agreements, instruments, and documents contemplated hereby or executed in connection herewith, (ii) to disburse any funds received hereunder to negotiate disputes arising under, or relating to, this Agreement, and the Shareholdersother agreements, instruments, and documents contemplated hereby or executed in connection herewith, (iii) to execute receive and deliver disburse to the Shareholders any funds received on behalf of each Shareholder any amendment or waiver the Shareholders under this Agreement, to agree to the amount of the actual Closing Date Debt, Closing Date Current Assets and Closing Date Current Liabilities pursuant to Section 1.2(a), and to agree to resolution of all Claims hereunderor otherwise, (iv) to retain legal counsel and other professional services, at the expense withhold any amounts received on behalf of the ShareholdersShareholders pursuant to this Agreement, in connection with the performance or otherwise to satisfy any and all obligations or liabilities incurred by the Shareholders' ’ Representative in the performance of this Agreementits duties hereunder, and (v) to do each execute and every act and exercise deliver any and all rights which such Shareholder amendment or Shareholders are permitted or required waiver to do or exercise under this Agreement Agreement, and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (without the prior approval of the Shareholders), and certificates (vi) to take all other actions to be taken by or on behalf of the Shareholders in connection with this Agreement, and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith. Each of the Shareholders agrees The Shareholders, by executing this Agreement, further agree that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Shareholders' ’ Representative and shall survive the death, bankruptcy incapacity, bankruptcy, dissolution, or other incapacity liquidation of any Shareholder. All decisions and actions by the Shareholders’ Representative shall be binding upon all of the Shareholders, and no Shareholder shall have the right to object, dissent, protest, or otherwise contest the same. The Shareholders’ Representative shall have no duties or obligations hereunder except those set forth herein and such duties and obligations shall be determined solely by the express provisions of this Agreement. (b) Each Shareholder hereby severally, for itself only and not jointly, agrees to indemnify and hold harmless the Shareholders’ Representative and his agents and assigns against all liabilities, claims, actions, damages, losses, and expenses (including legal and other professional fees and expenses, and litigation costs) of any kind (whether known or unknown, fixed or contingent) (“Shareholders’ Representative Expenses”) arising out of or in connection with (i) the Shareholders’ Representative’s omissions to act, or actions taken, resulting from, arising out of, or incurred in connection with, or otherwise with respect to this Agreement, or (ii) services taken with respect to this Agreement or believed to be in the scope of the Shareholders’ Representative or his agents and assigns authority, provided that the Shareholders’ Representative has not acted with fraud, in each case as any such Shareholders’ Representative Expenses is suffered or incurred. The Shareholders’ Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Shareholder. The Shareholders’ Representative shall not be liable to any Shareholder for any action taken or omitted by the Shareholders’ Representative or any agent employed by the Shareholders’ Representative hereunder or under any other document or instrument contemplated hereby, or in connection therewith, except that the Shareholders’ Representative shall not be relieved of any liability imposed by law for fraud. The Shareholders’ Representative shall not be liable to any of the Shareholders for action taken in good faith. The Shareholders’ Representative shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement. Neither the Shareholders’ Representative nor any agent employed by it shall incur any liability to any Shareholder by virtue of the failure or refusal of the Shareholders’ Representative for any reason to consummate the transactions contemplated hereby or relating to the performance of its other duties hereunder, except for actions or omissions constituting fraud. (c) Each of the Shareholders hereby agrees that any amendment or waiver under this Agreement, and any action taken on behalf of the Shareholders to enforce the rights of the Shareholders under this Agreement, and any action taken with respect to any adjustment or Claim (including any action taken to object to, defend, compromise or agree to the payment of such adjustment or Claim), shall be effective if approved in writing by persons who were the holders of a majority of the Corporation's Stock immediately prior to the Closing, and that each and every action so taken shall be binding and conclusive on every Shareholder, whether or not such Shareholder had notice of, or approved, such amendment or waiver. (d) Timo▇▇▇ ▇▇▇▇▇▇ ▇▇▇ll serve as If the Shareholders' ’ Representative until he resigns or is otherwise unable or unwilling to serve. In serve in such capacity, then the event that Principal Shareholder will appoint a new Person to serve as a replacement for such Shareholders' ’ Representative resigns from such position or is otherwise unable or unwilling to serve, the remaining Shareholders shall select, by the vote of the holders of a majority of the Corporation's Stock immediately prior to the Closing, a successor representative to fill such vacancy, shall and will provide prompt written notice thereof to WCI Tyler. Until such notice is received, Tyler will be entitled to rely on the actions and statements of the previous Shareholders’ Representative and all such change actions and such substituted representative statements shall then be deemed to be binding on the Shareholders' Representative for all purposes of this Agreement.

Shareholders’ Representative. (a) In order to administer efficiently the rights and obligations of the Shareholders under this Agreement, the Shareholders hereby designate and appoint Timo▇▇▇ ▇▇▇▇▇Clar▇ ▇▇ the Shareholders' Representative, to serve as the Shareholders' agent, proxy and attorney-in-fact for the limited purposes set forth in this Agreement. (b) Each of the Shareholders hereby appoints the Shareholders' Representative as such Shareholder's agent, proxy and attorney-in-fact, with full power of substitution, for all purposes set forth in this Agreement, including, without limitation, the full power and authority on such Shareholder's behalf (i) to consummate the transactions contemplated by this Agreement, (ii) to disburse any funds received hereunder to the Shareholders, (iii) to execute and deliver on behalf of each Shareholder any amendment or waiver under this Agreement, to agree to the amount of the actual Closing Date Debt, Closing Date Current Assets and Closing Date Current Liabilities pursuant to Section 1.2(a), and to agree to resolution of all Claims hereunder, (iv) to retain legal counsel and other professional services, at the expense of the Shareholders, in connection with the performance by the Shareholders' Representative of this Agreement, and (v) to do each and every act and exercise any and all rights which such Shareholder or Shareholders are permitted or required to do or exercise under this Agreement and the other agreements, documents and certificates executed in connection herewith. Each of the Shareholders agrees that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Shareholders' Representative and shall survive the death, bankruptcy or other incapacity of any Shareholder. (c) Each of the Shareholders hereby agrees that any amendment or waiver under this Agreement, and any action taken on behalf of the Shareholders to enforce the rights of the Shareholders under this Agreement, and any action taken with respect to any adjustment or Claim (including any action taken to object to, defend, compromise or agree to the payment of such adjustment or Claim), shall be effective if approved in writing by persons who were the holders of a majority of the Corporation's Stock immediately prior to the Closing, and that each and every action so taken shall be binding and conclusive on every Shareholder, whether or not such Shareholder had notice of, or approved, such amendment or waiver. (d) Timo▇▇▇ ▇▇▇▇▇Clar▇ ▇▇▇ll serve as the Shareholders' Representative until he resigns or is otherwise unable or unwilling to serve. In the event that a Shareholders' Representative resigns from such position or is otherwise unable or unwilling to serve, the remaining Shareholders shall select, by the vote of the holders of a majority of the Corporation's Stock immediately prior to the Closing, a successor representative to fill such vacancy, shall provide prompt written notice to WCI of such change and such substituted representative shall then be deemed to be the Shareholders' Representative for all purposes of this Agreement.

Shareholders’ Representative. (a) In order to administer efficiently the rights and obligations of the Shareholders under this Agreement, the The Shareholders hereby designate and irrevocably appoint Timo▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇ (the "Shareholders' Representative, to serve ") as the Shareholders' representative, agent, proxy proxy, and attorney-in-fact for the limited purposes set forth in this Agreement. (b) Each of all the Shareholders hereby appoints the Shareholders' Representative as such Shareholder's agent, proxy and attorney-in-fact, with full power of substitution, for all purposes set forth in under this Agreement, including, without limitation, including the full power and authority on such Shareholder's behalf the Shareholders' behalf: (i) to consummate the transactions contemplated by this Agreement, including the execution and delivery of the agreements, certificates, instruments, and other documents contemplated hereby or executed or delivered in connection herewith, (ii) to disburse any funds received hereunder to negotiate disputes arising under, or relating to, this Agreement and the Shareholdersother agreements, certificates, instruments, and documents contemplated hereby or executed or delivered in connection herewith, (iii) to execute and deliver on behalf of each Shareholder any amendment or waiver under to this Agreement, to agree to the amount Agreement or any of the actual Closing Date Debtother agreements, Closing Date Current Assets and Closing Date Current Liabilities pursuant to Section 1.2(a)certificates, instruments, and to agree to resolution documents contemplated hereby or executed or delivered in connection herewith (without the prior approval of all Claims hereunderthe Shareholders), (iv) to retain legal counsel and take all other professional services, at the expense actions to be taken by or on behalf of the Shareholders, Shareholders in connection with this Agreement (including the exercise of any rights and the performance by the Shareholders' Representative of this Agreement, and (vany obligations pursuant to Article 6) to do each and every act and exercise any and all rights which such Shareholder or Shareholders are permitted or required to do or exercise under this Agreement and the other agreements, certificates, instruments, and documents and certificates contemplated hereby or executed or delivered in connection herewith. Each of the The Shareholders agrees further agree that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Shareholders' Representative Representative, and shall survive the death, bankruptcy incapacity, bankruptcy, dissolution, or other incapacity liquidation of any Shareholder. (c) Each of the Shareholders hereby agrees that any amendment or waiver under this Agreement, . All decisions and any action taken on behalf of the Shareholders to enforce the rights of the Shareholders under this Agreement, and any action taken with respect to any adjustment or Claim (including any action taken to object to, defend, compromise or agree to the payment of such adjustment or Claim), shall be effective if approved in writing actions by persons who were the holders of a majority of the Corporation's Stock immediately prior to the Closing, and that each and every action so taken shall be binding and conclusive on every Shareholder, whether or not such Shareholder had notice of, or approved, such amendment or waiver. (d) Timo▇▇▇ ▇▇▇▇▇▇ ▇▇▇ll serve as the Shareholders' Representative until he resigns shall be binding upon all of the Shareholders, and no Shareholder shall have the right to object, dissent, protest, or is otherwise unable or unwilling to servecontest the same. In the event that a The Shareholders' Representative resigns from such position shall have no Liability in respect of any action, claim, or is otherwise unable or unwilling to serve, the remaining Shareholders shall select, by the vote of the holders of a majority of the Corporation's Stock immediately prior to the Closing, a successor representative to fill such vacancy, shall provide prompt written notice to WCI of such change and such substituted representative shall then be deemed to be proceeding brought against the Shareholders' Representative for all purposes of this Agreementby any Shareholder if the Shareholders' Representative took or omitted taking any action in good faith.

Shareholders’ Representative. (a) In order to administer efficiently the rights and obligations of the Shareholders under this Agreement, the The Shareholders hereby designate and irrevocably appoint Timo▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ (the “Shareholders' ’ Representative, to serve ”) as the Shareholders' representative, agent, proxy proxy, and attorney-in-fact for the limited purposes set forth in this Agreement. (b) Each of all the Shareholders hereby appoints the Shareholders' Representative as such Shareholder's agent, proxy and attorney-in-fact, with full power of substitution, for all purposes set forth in under this Agreement, including, without limitation, including the full power and authority on such Shareholder's behalf the Shareholders’ behalf: (i) to consummate the transactions contemplated by this Agreement, including the execution and delivery of the agreements, certificates, instruments, and other documents contemplated hereby or executed or delivered in connection herewith, (ii) to disburse any funds received hereunder to negotiate disputes arising under, or relating to, this Agreement and the Shareholdersother agreements, certificates, instruments, and documents contemplated hereby or executed or delivered in connection herewith, (iii) to execute and deliver on behalf of each Shareholder any amendment or waiver under to this Agreement, to agree to the amount Agreement or any of the actual Closing Date Debtother agreements, Closing Date Current Assets and Closing Date Current Liabilities pursuant to Section 1.2(a)certificates, instruments, and to agree to resolution documents contemplated hereby or executed or delivered in connection herewith (without the prior approval of all Claims hereunderthe Shareholders), (iv) to retain legal counsel and take all other professional services, at the expense actions to be taken by or on behalf of the Shareholders, Shareholders in connection with this Agreement (including the exercise of any rights and the performance by the Shareholders' Representative of this Agreement, and (vany obligations pursuant to Article 6) to do each and every act and exercise any and all rights which such Shareholder or Shareholders are permitted or required to do or exercise under this Agreement and the other agreements, certificates, instruments, and documents and certificates contemplated hereby or executed or delivered in connection herewith. Each of the The Shareholders agrees further agree that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Shareholders' Representative ’ Representative, and shall survive the death, bankruptcy incapacity, bankruptcy, dissolution, or other incapacity liquidation of any Shareholder. (c) Each of . All decisions and actions by the Shareholders hereby agrees that any amendment or waiver under this Agreement, and any action taken on behalf of the Shareholders to enforce the rights of the Shareholders under this Agreement, and any action taken with respect to any adjustment or Claim (including any action taken to object to, defend, compromise or agree to the payment of such adjustment or Claim), shall be effective if approved in writing by persons who were the holders of a majority of the Corporation's Stock immediately prior to the Closing, and that each and every action so taken Shareholders’ Representative shall be binding upon all of the Shareholders, and conclusive on every Shareholderno Shareholder shall have the right to object, whether or not such Shareholder had notice ofdissent, protest, or approvedotherwise contest the same. The Shareholders’ Representative shall have no Liability in respect of any action, such amendment claim, or waiver. (d) Timo▇▇▇ ▇▇▇▇▇▇ ▇▇▇ll serve as proceeding brought against the Shareholders' ’ Representative until he resigns or is otherwise unable or unwilling to serve. In the event that a Shareholders' Representative resigns from such position or is otherwise unable or unwilling to serve, the remaining Shareholders shall select, by the vote of the holders of a majority of the Corporation's Stock immediately prior to the Closing, a successor representative to fill such vacancy, shall provide prompt written notice to WCI of such change and such substituted representative shall then be deemed to be any Shareholder if the Shareholders' ’ Representative for all purposes of this Agreementtook or omitted taking any action in good faith.