Common use of Shareholders' Agent Clause in Contracts

Shareholders' Agent. By virtue of their approval of the Merger, the Shareholders irrevocably appoint Xxxx Xxxxxxxxxx as their agent in connection with the transactions contemplated by Section 9 of this Agreement and the Escrow Agreement (the "Shareholders' Agent"), and Xxxx Xxxxxxxxxx hereby accepts his appointment as the Shareholders' Agent. Parent shall be entitled to deal with the Shareholders' Agent on all matters relating to Section 9 and the Escrow Agreement, and shall be entitled to rely on any document executed or purported to be executed on behalf of the Shareholder Indemnitors by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of the Shareholder Indemnitors by the Shareholders' Agent, as fully binding upon such Shareholder Indemnitor. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Shareholder Indemnitors, then the Shareholder Indemnitors shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of this Section 10.1. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholder Indemnitors.

Shareholders' Agent. By virtue The Company on behalf of their approval all Shareholders and the Insiders Shareholders hereby irrevocably appoint Xxxxxxx Xxxxx as the agent of the Merger, the Shareholders irrevocably appoint Xxxx Xxxxxxxxxx as their agent in connection with the transactions contemplated by for purposes of Section 9 10 and for purposes of this Agreement and the Escrow Agreement (the "Shareholders' Agent"), and Xxxx Xxxxxxxxxx Xxxxxxx Xxxxx hereby accepts his appointment as the Shareholders' Agent. Parent shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Section 9 and the Escrow Agreement10, 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 the any Shareholder Indemnitors by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of the any Shareholder Indemnitors by the Shareholders' Agent, as fully binding upon such Shareholder IndemnitorShareholder. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Shareholder IndemnitorsShareholders, then the Shareholder Indemnitors Shareholders, by a vote of the majority of the Shareholders (based upon the percent of outstanding shares of the Company Common Stock that each owned on the record date for the Shareholders' Meeting), shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of Section 10 and this Section 10.111.1. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholder IndemnitorsShareholders. By voting in favor of the principal terms and conditions of this Agreement and the Merger, the Shareholders are agreeing to be bound by the provisions of Sections 10 and 11 of this Agreement.

Shareholders' Agent. By virtue of their approval of the Merger, the The Shareholders hereby irrevocably appoint Xxxx Xxxxxxxxxx as Robexx X. XxXxxxxxxx xx their agent in connection with the transactions contemplated by Section for purposes of Sections 1.10, 9 of this Agreement and the Escrow Agreement 11.10(c) (the "Shareholders' Agent"), and Xxxx Xxxxxxxxxx hereby Robexx X. XxXxxxxxxx xxxeby accepts his this appointment as the Shareholders' Agent. Parent HALIS shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Section Sections 1.10, 9 and the Escrow Agreement11.10(c), 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 the any Shareholder Indemnitors by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of the any Shareholder Indemnitors by the Shareholders' Agent, as fully binding upon such Shareholder IndemnitorShareholder. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Shareholder IndemnitorsShareholders, then the Shareholder Indemnitors Shareholders shall, within ten (10) days after such death or disability, appoint a successor agent and, promptly immediately thereafter, shall notify Parent HALIS of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of this Section 10.1Sections 1.10, 9 and 11.10(d). If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholder IndemnitorsShareholders.

Shareholders' Agent. By virtue of their approval of the Merger, the Merger Shareholders shall irrevocably appoint Xxxx Xxxxxxxxxx Xxxxxxx Xxxxxx as their agent in connection with the transactions contemplated by for purposes of Sections 1.6 and Section 9 of this Agreement and the Escrow Agreement (the "Shareholders' Agent"), and Xxxx Xxxxxxxxxx Xxxxxxx Xxxxxx hereby accepts his appointment as the Shareholders' Agent. Parent shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Section 9 1.6 and the Escrow AgreementSection 9, 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 the Shareholder Indemnitors any Indemnitor by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of the Shareholder Indemnitors any Indemnitor by the Shareholders' Agent, as fully binding upon such Shareholder IndemnitorIndemnitor or shareholder of the Company. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Shareholder IndemnitorsIndemnitors or otherwise, then the Shareholder Indemnitors shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of Section 1.6, Section 9 and this Section 10.1. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholder Indemnitors.

Shareholders' Agent. By virtue of their approval of the MergerMerger and this Agreement, the Merger Shareholders irrevocably shall have approved, among other matters, the expense reimbursement provisions in Section 10.3 and shall appoint Xxxx Xxxxxxxxxx Hadar Pedhazur as their agent in connection with for purposes of the transactions contemplated by Section 9 of this Agreement and the Escrow Agreement (the "Shareholders' Agent"), and Xxxx Xxxxxxxxxx Hadar Pedhazur hereby accepts his appointment as the Shareholders' Agent. Parent shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Section 9 and the Escrow transactions contemplated by this Agreement, 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 the any Merger Shareholder Indemnitors by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of the any Merger Shareholder Indemnitors by the Shareholders' Agent, as fully binding upon such Shareholder IndemnitorMerger Shareholder. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Shareholder IndemnitorsMerger Shareholders, then the Shareholder Indemnitors Merger Shareholders shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of this Section 10.1. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholder IndemnitorsMerger Shareholders.

Shareholders' Agent. By virtue of their approval of the Merger, the The Shareholders hereby irrevocably appoint Xxxx Xxxxxxxxxx Xxxxxxx Xxxx, Xx. as their agent in connection with the transactions contemplated by Section for purposes of Sections 1.8, 9 of this Agreement and the Escrow Agreement 11.10(c) (the "Shareholders' Agent"), and Xxxx Xxxxxxxxxx Xxxxxxx Xxxx, Xx. hereby accepts his this appointment as the Shareholders' Agent. Parent HALIS shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Section Sections 1.8, 9 and the Escrow Agreement11.10(c), 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 the any Shareholder Indemnitors by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of the any Shareholder Indemnitors by the Shareholders' Agent, as fully binding upon such Shareholder IndemnitorShareholder. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Shareholder IndemnitorsShareholders, then the Shareholder Indemnitors Shareholders shall, within ten (10) days after such death or disability, appoint a successor agent and, promptly immediately thereafter, shall notify Parent HALIS of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of this Section 10.1Sections 1.8, 9 and 11.10(c). If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholder IndemnitorsShareholders.

Shareholders' Agent. By virtue of their approval of the Merger, the The Shareholders hereby irrevocably appoint Xxxx Xxxxxxxxxx Xxxxxx Xxxxxxx as their agent in connection with the transactions contemplated by Section 9 for purposes of this Agreement Sections 5.5 and the Escrow Agreement 8 (the "Shareholders' Agent"), and Xxxx Xxxxxxxxxx Xxxxxx Xxxxxxx hereby accepts his her appointment as the Shareholders' Agent. Parent shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Section 9 Sections 5.5 and the Escrow Agreement8, 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 the any Shareholder Indemnitors by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of the any Shareholder Indemnitors by the Shareholders' Agent, as fully binding upon such Shareholder IndemnitorShareholder. If the Shareholders' Agent shall die, resign, become disabled or otherwise be unable to fulfill his her responsibilities as agent of the Shareholder IndemnitorsShareholders, then the Shareholder Indemnitors Shareholders shall, within ten days after such resignation, death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of Sections 5.5 and 8 and this Section 10.19.1. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholder Indemnitors.Shareholders. 9.2

Shareholders' Agent. By virtue of their approval of the Merger, the The Shareholders hereby irrevocably appoint Xxxx Xxxxxxxxxx Xxxxxx X. Xxxxxx as their agent in connection with the transactions contemplated by Section for purposes of Sections 9 of this Agreement and the Escrow Agreement 11.10(c) (the "Shareholders' Agent"), and Xxxx Xxxxxxxxxx Xxxxxx X. Xxxxxx hereby accepts his this appointment as the Shareholders' Agent. Parent HALIS shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Section Sections 9 and the Escrow Agreement11.10(c), 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 the any Shareholder Indemnitors by the Shareholders' Agent, and on any other action taken or purported to be taken on behalf of the any Shareholder Indemnitors by the Shareholders' Agent, as fully binding upon such Shareholder IndemnitorShareholder. If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Shareholder IndemnitorsShareholders, then the Shareholder Indemnitors Shareholders shall, within ten (10) days after such death or disability, appoint a successor agent and, promptly immediately thereafter, shall notify Parent HALIS of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of this Section 10.1Sections 9 and 11.10(c). If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholder IndemnitorsShareholders.