The Shareholders Representative. Subject to this Section 11.4, BOCF, LLC will act as the “Shareholders Representative” under this Agreement. The Shareholders Representative has the full power and authority on behalf of the Shareholders to take any and all actions and make any and all determinations in respect of this Agreement and the Transactions. Without limiting the generality of the foregoing, the Shareholders Representative is authorized to (a) negotiate, execute, and deliver all amendments, modifications, and waivers to this Agreement or any other agreement, document, or instrument contemplated by this Agreement, (b) endorse and deliver any certificates or instruments representing any Shareholder’s Shares and execute such further instruments of assignment as Purchaser shall reasonably request and (c) take all actions on behalf of the Shareholders in connection with any claims or disputes with respect to this Agreement or the Transactions (other than any claims against a Shareholder), to initiate, prosecute, defend, and/or settle such claims and disputes. All decisions and actions by the Shareholders Representative (to the extent authorized by this Agreement) will be binding upon all the Shareholders, and no Shareholder will have the right to object, dissent, protest, or otherwise contest the same. The Shareholders Representative is entitled to engage counsel and other advisors, and the reasonable fees and expenses of such counsel and advisors may be paid from the Expense Fund. The Shareholders Representative shall not be liable to the Shareholders for any action taken by it pursuant to this Agreement, and the Shareholders shall indemnify and hold the Shareholders Representative harmless from any Losses arising out of its serving as the Shareholders Representative hereunder, including legal fees and other expenses that the Shareholders Representative incurs in the course of its services, except in each case if and to the extent the Shareholders Representative has engaged in bad faith or willful misconduct as finally determined by a court of competent jurisdiction. The Shareholders Representative is serving in that capacity solely for purposes of administrative convenience, and is not personally liable for any of the obligations of the Shareholders hereunder solely on account of serving as the Shareholders Representative, and Purchaser and the Company and its Subsidiary agree that they will not look to the underlying assets of the Shareholders Representative for the satisfaction of an...
The Shareholders Representative. (a) The Shareholders hereby designate Xxxxx X. Xxxxx, or such other individual as shall be designated in writing by the Shareholders in the event of the death or incapacity of Xxxxx X. Xxxxx (“Shareholders’ Representative”), to serve as the representative of Shareholders with respect to the matters expressly set forth in this Agreement to be performed by the Shareholders’ Representative.
The Shareholders Representative. X. X. Xxxxxx, Xx. shall be the designated representative of the Shareholders (the "Shareholders' Representative") with authority to make all decisions and determinations and to take all actions (including giving consents and waivers or agreeing to any amendments to this Agreement or to the termination hereof) required or permitted hereunder on behalf of such Shareholder, and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of such Shareholder, and any notice, document, certificate or information required to be given to any Shareholder shall be deemed so given if given to the Shareholders' Representative.
The Shareholders Representative
