Common use of Shareholders’ Representative Clause in Contracts

Shareholders’ Representative. Following execution of this Agreement by all of the parties hereto, ▇▇▇▇▇▇ is hereby appointed attorney-in-fact and authorized and empowered to act, for and on behalf of each of the Shareholders in connection with this Agreement and such other matters as are reasonably necessary for the consummation of the transactions contemplated hereby including (i) to establish a single bank account for receipt and subsequent distribution to Shareholders of any amounts payable to Shareholders following the Closing, (ii) to compromise on their behalf with Purchasers any claims asserted thereunder, (iii) to execute and deliver on behalf of Shareholders any documents required by this Agreement or the Escrow Agreement, and (iv) to take such further actions, including coordinating and administering post-closing matters related to the rights and obligations of Shareholders, as are authorized or required by this Agreement (the above-named representative, as well as any subsequent representative of the Shareholders being referred to herein as the "Shareholders' Representative"). The Shareholders' Representative shall not be liable to the other Shareholder, Purchaser, the Company or their respective Affiliates or any other Person with respect to any action taken or omitted to be taken by the Shareholders' Representative in his role as Shareholders' Representative unless such action or omission results from or arises out of fraud, gross negligence, willful misconduct or bad faith on the part of the Shareholders' Representative. Purchasers and the Company shall be entitled to rely on the appointment of the Shareholders' Representative pursuant to this section and to treat such Shareholders' Representative as the duly appointed attorney-in-fact of each Shareholder.

Shareholders’ Representative. Following execution The Shareholders’ Representative is hereby designated to serve as the representative of this Agreement by the Shareholders with respect to all of the parties heretomatters contemplated by this Agreement. The Shareholders’ Representative will act as the agent, ▇▇▇▇▇▇ is hereby appointed proxy and attorney-in-fact for each Shareholder for all purposes of this Agreement, including full power and authorized authority on such Shareholder’s behalf (a) to consummate the transactions contemplated herein, (b) to pay, and empowered be entitled to act, for and on behalf of each of reimbursement by the Shareholders for, such Shareholder’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement and such other matters as are reasonably necessary for the consummation of the transactions contemplated hereby including Agreement, (ic) to establish a single bank account for receipt and subsequent distribution disburse any funds received hereunder to Shareholders of any amounts payable to Shareholders following the Closingsuch Shareholder, (iid) to compromise on their behalf with Purchasers execute and deliver any claims asserted thereundercertificates representing the Company’s capital stock and execution of such further instruments as Parent shall reasonably request, (iiie) to execute and deliver on behalf of Shareholders such Shareholder any documents required by this Agreement amendment or the Escrow Agreementwaiver hereto, and (ivf) to take such further actions, including coordinating and administering post-closing matters related to the rights and obligations of Shareholders, as are authorized or required by this Agreement (the above-named representative, as well as any subsequent representative of the Shareholders being referred to herein as the "Shareholders' Representative"). The Shareholders' Representative shall not be liable to the all other Shareholder, Purchaser, the Company or their respective Affiliates or any other Person with respect to any action taken or omitted 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 rights which such Shareholder is, or the Shareholders collectively are, permitted or required to do or exercise under this Agreement. Neither the Shareholders' ’ Representative in his role as Shareholders' Representative unless such action nor any agent employed by it shall incur any liability to any Shareholder relating to the performance of its duties hereunder except for actions or omission results from or arises out of omissions constituting fraud, gross negligence, willful misconduct or bad faith on the part of the Shareholders' Representativeor willful misconduct. Purchasers and the Company Parent shall be entitled to rely on the appointment delegation of the Shareholders' Representative pursuant to authority contained in this section and to treat such Shareholders' Representative as the duly appointed attorney-in-fact of each ShareholderSection 8.8.

Shareholders’ Representative. Following execution Notwithstanding anything to the contrary contained in this Section 2.2, Buyer shall make any payments of this Agreement Purchase Price adjustments to the Shareholders as instructed by all of the parties hereto, Shareholders' Representative (as hereinafter defined). Each Shareholder hereby designates ▇▇▇▇▇, and ▇▇▇▇▇ is hereby appointed attorney-in-fact and authorized and empowered accepts the designation as the representative of Shareholders ( the "SHAREHOLDERS' REPRESENTATIVE") to act, act for and on behalf of each of the Shareholders as provided in connection with this Agreement and such other matters as are reasonably necessary for the consummation of the transactions contemplated hereby including (i) to establish a single bank account for receipt and subsequent distribution to Shareholders of any amounts payable to Shareholders following the Closing, (ii) to compromise on their behalf with Purchasers any claims asserted thereunder, (iii) to execute and deliver Agreement. Each Shareholder shall be bound by all actions taken or omitted by Shareholders' Representative on behalf of Shareholders any documents required by Shareholder as provided in this Agreement or the Escrow Agreement, and (iv) each Shareholder shall be deemed to take such further actions, including coordinating and administering post-closing matters related have received any notice deemed given or payment made to the rights and obligations of Shareholders, as are authorized or required by this Agreement (the above-named representative, as well as any subsequent representative of the Shareholders being referred to herein as the "Shareholders' Representative"). The Shareholders' Representative shall not be liable to the other Shareholder, Purchaser, the Company or their respective Affiliates or any other Person with respect to any action taken or omitted to be taken by the Shareholders' Representative in his role as Shareholders' Representative unless such action or omission results from or arises out accordance with the notice provisions of fraud, gross negligence, willful misconduct or bad faith this Agreement on the part of date deemed given or the date paid to Shareholders' Representative. Purchasers , and the Company Buyer shall be entitled to rely on all notices and consents given, and all settlements entered into on behalf of any Shareholder to the appointment extent authorized pursuant to the terms of this Agreement notwithstanding any objections made by any Shareholder prior to, concurrently with or subsequent to the giving of any such notice or consent or the settlement of any such matter. Shareholders' Representative may be replaced only if and when all of the Shareholders shall notify Buyer that a new individual person (named in such notice) has been unanimously selected by them to be the new Shareholders' Representative, in which case such new person shall thereafter be the Shareholders' Representative pursuant to this section and to treat such Shareholders' Representative as the duly appointed attorney-in-fact of each ShareholderRepresentative.

Shareholders’ Representative. Following execution of this Agreement by all Each of the parties hereto, Shareholders hereby irrevocably appoints Shav▇▇ (▇▇▇▇▇▇ is hereby appointed e "Shareholders' Representative") as his or her attorney-in-fact under this Agreement and authorized and empowered to act, for and act on behalf of each such Shareholder wherever it is contemplated that the Shareholders may act, or the Shareholders' Representative may act on behalf of the Shareholders in connection with Shareholders, under this Agreement and such other matters as are reasonably necessary for the consummation of the transactions contemplated hereby including (i) to establish a single bank account for receipt and subsequent distribution to Shareholders of any amounts payable to Shareholders following the Closing, (ii) to compromise on their behalf with Purchasers any claims asserted thereunder, (iii) to execute and deliver on behalf of Shareholders any documents required by this Agreement or the Escrow Agreement, and (iv) to take such further actions, including coordinating and administering post-closing matters related to the rights and obligations of Shareholders, as are authorized or required by this Agreement (the above-named representative, as well as any subsequent representative of the Shareholders being referred to herein as the "Shareholders' Representative"). The Shareholders' Representative is hereby authorized to act on behalf of the Shareholders in disputing or refraining from disputing any claim made by the Purchaser Indemnified Parties under this Article IX, including negotiating and compromising any such claim, engaging attorneys, accountants and other agents and advisers, and to take such other action or refrain from taking such other action as the Shareholders' Representative shall not deem, in his sole discretion, necessary or appropriate to further the interests of the Shareholders under this Agreement and the Escrow Agreement. Each of the Shareholders agrees that the Purchaser Indemnified Parties shall be liable entitled to the other Shareholder, Purchaser, the Company or their respective Affiliates or rely on any other Person with respect to any and all action taken or omitted to be taken by the Shareholders' Representative in his role as evidenced by a document signed by the Shareholders' Representative unless such action without any liability to, or omission results from or arises out of fraudobligation to inquire of, gross negligence, willful misconduct or bad faith on the part of any Shareholder. A notice validly delivered to the Shareholders' RepresentativeRepresentative shall constitute sufficient notice to all Shareholders. Purchasers and the Company shall be entitled to rely on the appointment The authority of the Shareholders' Representative pursuant to this section shall continue until the release of all Debentures and to treat such Shareholders' Representative as amounts held by the duly appointed attorney-in-fact of each ShareholderEscrow Agent under the Escrow Agreement.