The Shareholder Representative. The Shareholder Representative shall mean Jack X. Xxxxx, xx such replacement or successor as shall be designated by Shareholders owning an aggregate of a majority of Fargo Common Stock. The Shareholder Representative shall be entitled to take the actions specified in this Escrow Agreement and the Merger Agreement without seeking the concurrence of any Shareholders, except that the voluntary acceptance of a Claim without any objection whatsoever thereto, which would result in the payment to Hubbxxx xx shares of Class B Common Stock having a value (based on the Average Price) of $500,000 or more, shall require the prior concurrence (which may be by written consent without a meeting) of the holders of a majority of the Interests.
The Shareholder Representative. (a) The Shareholder Representative has been authorized, designated and appointed to act as the sole and exclusive agent, attorney-in-fact and representative of each of the Shareholders by the consent of the Shareholders and as such has been authorized and directed to (i) take any and all actions (including without limitation executing and delivering any documents, incurring any costs and expenses for the account of the Shareholders and making any and all determinations required by this Agreement) which may be required in carrying out his duties under this Agreement, (ii) exercise such other rights, power and authority as are authorized, delegated and granted to the Shareholder Representative under this Agreement in connection with the transactions contemplated hereby, and (iii) exercise such rights, power and authority as are incidental to the foregoing. Any such actions taken, exercises of rights, power or authority, and any decision or determination made by the Shareholder Representative consistent therewith shall be absolutely and irrevocably binding on each Shareholder as if such Shareholder personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Shareholder's individual capacity.
The Shareholder Representative. The Shareholder Representative hereby agrees to act as, and to undertake the duties and responsibilities of, the Shareholder Representative. A copy of the Representative Agreement pursuant to which the Shareholder Representative is acting in this capacity is attached hereto as Exhibit A.
The Shareholder Representative. (a) By virtue of the Closing Date Company Sellers and Debenture Holders entering into or acceding to this Agreement, each Closing Date Company Seller and each Debenture Holder appoints the Shareholder Representative as its agent and attorney-in-fact, and as the representative for and on behalf of the Closing Date Company Sellers and Debenture Holders. The Shareholder Representative shall have, on behalf of the Closing Date Company Sellers and Debenture Holders, the power and authority to:
The Shareholder Representative. (a) Each Majority PIC Shareholder hereby irrevocably makes, constitutes and appoints Bonnxx Xxxxxxxxx xx his agent (the "Shareholder Representative") and authorizes and empowers him to fulfill the role of Shareholder Representative hereunder.
The Shareholder Representative. Each Shareholder irrevocably designates the Shareholder Representative to represent the Shareholder and act as the attorney-in-fact and agent for and on behalf of such Shareholder with respect to any and all matters relating to, arising out of, or in connection with this Agreement and the other Closing Documents, including for service of process. Parent and Purchaser will be entitled to rely on the Shareholder Representative's authority as the agent, representative and attorney-in-fact of the Shareholders for all purposes under this Agreement and the other Closing Documents. Any payment or delivery to be made pursuant to this Agreement or the other Closing Documents to the Shareholders (including any portion of the Purchase Price payable pursuant to the Purchase Price Notes) may be made by Parent or Purchaser to the Shareholder Representative and thereupon will be deemed to have been made to the Shareholders. The Shareholder Representative will have no liability in taking any action or omitting to take action on behalf of any Shareholder absent gross negligence or willful misconduct. The Shareholders hereby agree to jointly and severally indemnify and hold harmless the Shareholder Representative from and against (i) any Losses incurred without gross negligence or willful misconduct on the part of the Shareholder Representative and arising out of or in connection with the acceptance, performance or nonperformance of his duties hereunder and (ii) any related out-of-pocket costs and expenses (including reasonable attorneys' fees).
The Shareholder Representative. The Shareholder Representative shall act as the representative of the Equityholders in respect of all matters arising under this Agreement or the Escrow Agreement, and shall be authorized to act, or refrain from acting, in each case as the Shareholder Representative believes is necessary or appropriate under this Agreement and the Escrow Agreement, for and on behalf of the Equityholders, including any and all actions required or permitted to be taken by the Shareholder Representative under this Agreement or the Escrow Agreement with respect to any claims (including the defense and settlement thereof) made by a Purchaser Indemnified Party against the Escrow Fund (including the exercise of the power to (i) authorize the delivery of any or all of the Escrow Fund to a Purchaser Indemnified Party in satisfaction of claims by a Purchaser Indemnified Party, (ii) agree to negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims against the Escrow Fund and (iii) take any and all actions necessary in the judgment of the Shareholder Representative for the accomplishment of any or all of the foregoing). The Equityholders shall be bound by all such actions taken by the Shareholder Representative and no Equityholder shall be permitted to take any such actions. The Shareholder Representative is serving as the Shareholder Representative solely for purposes of administrative convenience, and in such capacity is not personally liable for any of the obligations of the Company or any of the Equityholders hereunder (except to the extent the Shareholder Representative is itself an Equityholder), and Purchaser agrees that except as may be provided in Article VIII if the Shareholder Representative is also an Equityholder, it will not look to the Shareholder Representative or the underlying assets of the Shareholder Representative for the satisfaction of any obligations of the Company or any of the Equityholders. As between the Shareholder Representative and the Equityholders, the Shareholder Representative shall not be liable for any error of judgment, or any action taken, suffered or omitted to be taken, in connection with the performance by the Shareholder Representative of the Shareholder Representative’s duties or the exercise by the Shareholder Representative of the Shareholder Representative’s rights and remedies under this Agreement or the Escrow Agreement, except in the case of its bad faith or willful misconduct. ...
The Shareholder Representative. (a) Each PICR Shareholder hereby irrevocably makes, constitutes and appoints Bonnxx Xxxxxxxxx xx his agent (the "Shareholder Representative") and authorizes and empowers him to fulfill the role of Shareholder Representative hereunder.
The Shareholder Representative. (a) Each INCOMEX Shareholder hereby irrevocably makes, constitutes and appoints John Xxxxx xx his agent (the "Shareholder Representative") and authorizes and empowers him to fulfill the role of Shareholder Representative hereunder.
The Shareholder Representative
