Common use of Shareholders’ Representative Clause in Contracts

Shareholders’ Representative. (a) By virtue of the adoption of this Agreement by the Shareholders, and without further action of any Shareholder, each Shareholder shall be deemed to have acknowledged and agreed that the Shareholders’ Representative shall have full power and authority to take all actions under this Agreement and the Escrow Agreement that are to be taken by the Shareholders’ Representative, including retaining counsel, accountants and other agents, representatives and experts, incurring fees and expenses, asserting or pursuing any claim against Buyer, defending any claims by Buyer or any Third Party Claim, consenting to, compromising or settling any such claims, conducting negotiations with Buyer and its representatives regarding such claims, 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. All decisions and actions by the Shareholders’ Representative (to the extent authorized by this Agreement) shall be binding upon all the Shareholders, and no Shareholder shall have the right to object, dissent, protest or otherwise contest the same; provided, however, that the Shareholders’ Representative shall not take any such action where (i) any single Shareholder would be held solely liable for any actual losses, out-of-pocket costs or expenses, liabilities or other damages (without such Shareholder’s prior written consent) or (ii) such action materially and adversely affects the substantive rights or obligations of one Shareholder, or group of Shareholders, without a similar proportionate effect upon the substantive rights or obligations of all the Shareholders, unless each such disproportionately affected Shareholder consents in writing thereto.

Shareholders’ Representative. (a) By virtue Fulcrum, as the Shareholders’ Representative, shall be constituted and appointed as agent for and on behalf of the adoption each Shareholder to give and receive notices and communications, to agree to, negotiate and enter into, on behalf of this Agreement by the Shareholders, amendments, consents and waivers under this Agreement pursuant to the terms set forth herein, to make and receive payments on behalf of the Shareholders pursuant to the terms set forth herein, to take such other actions as authorized by this Agreement, and to take all actions necessary or appropriate in the judgment of the Shareholders’ Representative for the accomplishment of the foregoing. If at any time the Shareholders’ Representative resigns, dies or becomes incapable of acting, the Shareholders shall choose another Person to act as the Shareholders’ Representative under this Agreement. The Shareholder Indemnitees may not make a claim for indemnity against Buyer pursuant to this Agreement except through the Shareholders’ Representative. Once the Shareholders’ Representative has initiated such a claim for indemnity, the Shareholders’ Representative may enforce, prosecute and settle such claim without further action directions from the Shareholder Indemnitees, and all acts and decisions of any Shareholder, each Shareholder the Shareholders’ Representative in connection with such matter shall be deemed to have acknowledged binding on all the Shareholder Indemnitees. No bond shall be required of the Shareholders’ Representative, and agreed that the Shareholders’ Representative shall have full power and authority receive no compensation for services provided hereunder. Notices or communications to take all actions under this Agreement and the Escrow Agreement that are to be taken by the Shareholders’ Representative, including retaining counsel, accountants and other agents, representatives and experts, incurring fees and expenses, asserting or pursuing any claim against Buyer, defending any claims by Buyer or any Third Party Claim, consenting to, compromising or settling any such claims, conducting negotiations with Buyer and its representatives regarding such claims, it being understood that from the Shareholders’ Representative shall not have any obligation constitute notice to take any such actions, and shall not have any liability for any failure to take any such actions. All decisions and actions by or from each of the Shareholders’ Representative (to the extent authorized by this Agreement) shall be binding upon all the Shareholders, and no Shareholder shall have the right to object, dissent, protest or otherwise contest the same; provided, however, that the Shareholders’ Representative shall not take any such action where (i) any single Shareholder would be held solely liable for any actual losses, out-of-pocket costs or expenses, liabilities or other damages (without such Shareholder’s prior written consent) or (ii) such action materially and adversely affects the substantive rights or obligations of one Shareholder, or group of Shareholders, without a similar proportionate effect upon the substantive rights or obligations of all the Shareholders, unless each such disproportionately affected Shareholder consents in writing thereto.

Shareholders’ Representative. (a) By virtue Each of the adoption of Shareholders hereby irrevocably appoints Shavxx (xxe "Shareholders' Representative") as his or her attorney-in-fact under this Agreement by and to act on behalf of such Shareholder wherever it is contemplated that the Shareholders may act, or the Shareholders' Representative may act on behalf of the Shareholders, and without further action of any Shareholder, each Shareholder shall be deemed to have acknowledged and agreed that the Shareholders’ Representative shall have full power and authority to take all actions under this Agreement and the Escrow Agreement. 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 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 are the Purchaser Indemnified Parties shall be entitled to be rely on any and all action taken by the Shareholders’ Representative, including retaining counsel, accountants and other agents, representatives and experts, incurring fees and expenses, asserting or pursuing any claim against Buyer, defending any claims ' Representative evidenced by Buyer or any Third Party Claim, consenting to, compromising or settling any such claims, conducting negotiations with Buyer and its representatives regarding such claims, 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. All decisions and actions a document signed by the Shareholders’ ' Representative (without any liability to, or obligation to inquire of, any Shareholder. A notice validly delivered to the extent authorized by this Agreement) Shareholders' Representative shall be binding upon constitute sufficient notice to all Shareholders. The authority of the Shareholders, and no Shareholder shall have the right to object, dissent, protest or otherwise contest the same; provided, however, that the Shareholders’ ' Representative shall not take any such action where (i) any single Shareholder would be held solely liable for any actual losses, out-of-pocket costs or expenses, liabilities or other damages (without such Shareholder’s prior written consent) or (ii) such action materially and adversely affects continue until the substantive rights or obligations of one Shareholder, or group of Shareholders, without a similar proportionate effect upon the substantive rights or obligations release of all Debentures and amounts held by the Shareholders, unless each such disproportionately affected Shareholder consents in writing theretoEscrow Agent under the Escrow Agreement.

Shareholders’ Representative. (a) By virtue The parties agree that Xxxx X. Xxxxxxx shall act as the representative of the adoption Shareholders (the "Shareholders' Representative") for the purpose of this Agreement settling on behalf of the Shareholders claims made by the Shareholders under Sections 9.4(e)(i) or 11.2 hereof, and representing the Shareholders in any indemnification proceedings by Newco, Alleghany or Transferee under Sections 9.4(e)(ii) and 11.1 hereof, in each case pursuant to the procedures set forth in Section 11.3 hereof. (b) The Shareholders shall be bound by any and all actions taken by the Shareholders' Representative on their behalf. (c) Newco, Alleghany and without further action Transferee shall be entitled to rely upon any communication or writings given or executed by the Shareholders' Representative. All notices to be sent to the Shareholders pursuant to the indemnification provisions hereof may be addressed to the Shareholders' Representative and any notice so sent shall be deemed notice to all of the Shareholders hereunder. The Shareholders hereby consent and agree that the Shareholders' Representative is authorized to accept notice on behalf of the Shareholders pursuant hereto. (d) If for any Shareholderreason Xxxx X. Xxxxxxx shall cease to act as the Shareholders' Representative hereunder, each Shareholder the Shareholders shall promptly appoint a new representative. Such appointment shall be deemed to have acknowledged and agreed that the Shareholders’ Representative shall have full power and authority been made when set forth in a written communication to take all actions under this Agreement and the Escrow Agreement that are to be taken Alleghany, signed by the Shareholders’ Representative, including retaining counsel, accountants and other agents, representatives and experts, incurring fees and expenses, asserting or pursuing any claim against Buyer, defending any claims by Buyer or any Third Party Claim, consenting to, compromising or settling any such claims, conducting negotiations with Buyer and its representatives regarding such claims, 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. All decisions and actions by the Shareholders’ Representative (to the extent authorized by this Agreement) shall be binding upon all the Shareholders, and no Shareholder shall have the right to object, dissent, protest or otherwise contest the same; provided, however, that the Shareholders’ Representative shall not take any such action where (i) any single Shareholder would be held solely liable for any actual losses, out-of-pocket costs or expenses, liabilities or other damages (without such Shareholder’s prior written consent) or (ii) such action materially and adversely affects the substantive rights or obligations of one Shareholder, or group of Shareholders, without a similar proportionate effect upon the substantive rights or obligations of all the Shareholders, unless each such disproportionately affected Shareholder consents in writing thereto.-57-

Shareholders’ Representative. (a) By virtue of the adoption Following execution of this Agreement by all of the Shareholdersparties hereto, Xxxxxx is hereby appointed attorney-in-fact and without further action authorized and empowered to act, for and on behalf of any Shareholder, each Shareholder shall be deemed to have acknowledged and agreed that of the Shareholders’ Representative shall have full power and authority to take all actions under 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 that are (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' Representative in his role as Shareholders' Representative unless such action or omission results from or arises out of fraud, including retaining counselgross negligence, accountants and other agents, representatives and experts, incurring fees and expenses, asserting willful misconduct or pursuing any claim against Buyer, defending any claims by Buyer or any Third Party Claim, consenting to, compromising or settling any such claims, conducting negotiations with Buyer and its representatives regarding such claims, it being understood that bad faith on the part of the Shareholders’ Representative ' Representative. Purchasers and the Company shall not have any obligation be entitled to take any such actions, and shall not have any liability for any failure to take any such actions. All decisions and actions by rely on the appointment of the Shareholders’ ' Representative (pursuant to this section and to treat such Shareholders' Representative as the extent authorized by this Agreement) shall be binding upon all the Shareholders, and no Shareholder shall have the right to object, dissent, protest or otherwise contest the same; provided, however, that the Shareholders’ Representative shall not take any such action where (i) any single Shareholder would be held solely liable for any actual losses, outduly appointed attorney-ofin-pocket costs or expenses, liabilities or other damages (without such fact of each Shareholder’s prior written consent) or (ii) such action materially and adversely affects the substantive rights or obligations of one Shareholder, or group of Shareholders, without a similar proportionate effect upon the substantive rights or obligations of all the Shareholders, unless each such disproportionately affected Shareholder consents in writing thereto.

Shareholders’ Representative. (a) By virtue Upon the approval of the adoption Shareholders of this Agreement by the ShareholdersAgreement, and without further action of any Shareholder, each Shareholder shall be deemed to have acknowledged and agreed that the Shareholders’ Representative shall have full power and authority to take for all actions purposes under this Agreement and the Escrow Agreement Agreement, the Shareholders hereby designate A. Xxxx Xxxxxx to serve as the sole and exclusive representative of the Shareholders (the “Shareholders Representative”) with respect to the matters set forth in this Agreement, and agree that are Buyer and Escrow Agent shall be entitled to be rely upon any actions taken by the Shareholders’ Shareholders Representative as the duly authorized action of the Shareholders Representative on behalf of each Shareholder (other than any Dissenting Shareholder) with respect to any matters set forth in this Agreement and the Escrow Agreement. If A. Xxxx Xxxxxx at any time is unable, due to incapacity or otherwise, to serve as Shareholders Representative, including retaining counselthen Xxxx X. Xxxxxxxx shall serve as successor Shareholders Representative. Each successor Shareholders Representative, accountants if required to serve, shall sign an acknowledgement in writing agreeing to perform and other agents, representatives and experts, incurring fees and expenses, asserting or pursuing any claim against Buyer, defending any claims be bound by Buyer or any Third Party Claim, consenting to, compromising or settling any such claims, conducting negotiations with Buyer and its representatives regarding such claims, it being understood that all of the Shareholders’ provisions of this Agreement applicable to the Shareholders Representative. Each successor Shareholders Representative shall not have any obligation to take any such actionsall of the power, authority, rights and privileges conferred by this Agreement upon the original Shareholders Representative, and shall not have any liability for any failure to take any such actions. All decisions and actions by the Shareholders’ Representative (to the extent authorized by this Agreement) term “Shareholders Representative” as used herein shall be binding upon all the Shareholders, and no Shareholder shall have the right deemed to object, dissent, protest or otherwise contest the same; provided, however, that the Shareholders’ Representative shall not take include any such action where (i) any single Shareholder would be held solely liable for any actual losses, out-of-pocket costs or expenses, liabilities or other damages (without such Shareholder’s prior written consent) or (ii) such action materially and adversely affects the substantive rights or obligations of one Shareholder, or group of Shareholders, without a similar proportionate effect upon the substantive rights or obligations of all the Shareholders, unless each such disproportionately affected Shareholder consents in writing theretosuccessor Shareholders Representative.

Shareholders’ Representative. (a) By virtue Approval of the adoption of this Agreement Merger by the Shareholders, Shareholders shall also constitute the appointment of Axxxx Xxxxxxx to act as representative of the Shareholders and without further action to act as each of any the Shareholder, each Shareholder shall be deemed to have acknowledged ’s attorney-in-fact and agreed that representative (the “Shareholders’ Representative shall have full power Representative”), to do any and authority all things and to take execute any and all actions under documents, in such party’s name, place and stead, in any way which such party could do if personally present, in connection with this Agreement and the Escrow Agreement that are and the transactions contemplated hereby or thereby, including without limitation to amend, cancel or extend, or waive, any of the terms of this Agreement and the Escrow Agreement or to receive any notice required hereunder or thereunder. SafeNet, Merger Sub and the Surviving Corporation shall be entitled to rely, as being binding upon such Shareholders, upon any document or other paper believed by SafeNet, the Merger Sub or the Surviving Corporation to be taken genuine and correct and to have been signed by the Shareholders’ Representative, including retaining counseland SafeNet, accountants the Merger Sub and other agentsthe Surviving Corporation shall not be liable to any Shareholder for any action taken or omitted to be taken by SafeNet, representatives and experts, incurring fees and expenses, asserting the Merger Sub or pursuing any claim against Buyer, defending any claims by Buyer or any Third Party Claim, consenting to, compromising or settling any the Surviving Corporation in such claims, conducting negotiations with Buyer and its representatives regarding such claims, it being understood that the reliance. The Shareholders’ Representative shall not have the sole and exclusive right on behalf of any obligation Shareholder to take any such actions, and shall not have action or provide any liability for any failure to take any such actions. All decisions and actions by the Shareholders’ Representative (to the extent authorized by this Agreement) shall be binding upon all the Shareholders, and no Shareholder shall have the right to object, dissent, protest or otherwise contest the same; provided, however, that the Shareholders’ Representative shall not take any such action where (i) any single Shareholder would be held solely liable for any actual losses, out-of-pocket costs or expenses, liabilities or other damages (without such Shareholder’s prior written consent) or (ii) such action materially and adversely affects the substantive rights or obligations of one Shareholderwaiver, or group receive any notice, pursuant to Article 8 and Sections 1.6(c), 11.9 and 11.14 of Shareholders, without a similar proportionate effect upon this Agreement and to settle any claim or controversy arising under this Agreement or the substantive rights or obligations of all the Shareholders, unless each such disproportionately affected Shareholder consents in writing theretoEscrow Agreement.

Shareholders’ Representative. (a) By virtue The Shareholders irrevocably nominate, constitute and appoint Xxxxx X. Xxxxx as their representative (the "Shareholders' Representative"), and Xxxxx X. Xxxxx hereby accepts his appointment as the Shareholders' Representative. Purchaser shall be entitled to deal exclusively with the Shareholders' Representative on all matters relating to this Agreement or any other Transaction Document, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Shareholder by the Shareholders' Representative, as fully binding upon such Shareholder; provided, that in respect of indemnification claims under this Article VIII that relate to one or more Shareholders, but not all of the adoption Shareholders, Purchaser shall deal with the Shareholder or Shareholders subject to the indemnification claims and may not rely solely on actions taken by the Shareholders' Representative. If the Shareholders' Representative shall die, become disabled or otherwise be unable to fulfill his responsibilities as representative of the Shareholders, the Shareholders shall, within twenty days after such death or disability, appoint a successor representative and, promptly thereafter, shall notify Purchaser of the identity of such successor. Any such successor shall become the "Shareholders' Representative" for purposes of this Agreement by and the other Transaction Documents. If for any reason there is no Shareholders' Representative at any time, all references herein or in any other Transaction Document to the Shareholders, and without further action of any Shareholder, each Shareholder ' Representative shall be deemed to have acknowledged and agreed that refer to the Shareholders’ Representative shall have full power and authority to take all actions under this Agreement and the Escrow Agreement that are to be taken by the Shareholders’ Representative, including retaining counsel, accountants and other agents, representatives and experts, incurring fees and expenses, asserting or pursuing any claim against Buyer, defending any claims by Buyer or any Third Party Claim, consenting to, compromising or settling any such claims, conducting negotiations with Buyer and its representatives regarding such claims, 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. All decisions and actions by the Shareholders’ Representative (to the extent authorized by this Agreement) shall be binding upon all the Shareholders, and no Shareholder shall have the right to object, dissent, protest or otherwise contest the same; provided, however, that the Shareholders’ Representative shall not take any such action where (i) any single Shareholder would be held solely liable for any actual losses, out-of-pocket costs or expenses, liabilities or other damages (without such Shareholder’s prior written consent) or (ii) such action materially and adversely affects the substantive rights or obligations of one Shareholder, or group of Shareholders, without a similar proportionate effect upon the substantive rights or obligations of all the Shareholders, unless each such disproportionately affected Shareholder consents in writing thereto.