Common use of Shareholders’ Representative Clause in Contracts

Shareholders’ Representative. Xxxxxxx hereby irrevocably acknowledges that each Seller has appointed Xxxxxxx as his agent and representative, an attorney in fact for all purposes under this Agreement. Each Seller has authorized Xxxxxxx, on behalf in the name of such Sellers, to (i) receive all notices or documents or to be given to him by Buyer pursuant hereto; (ii) deliver at Closing the certificates for the shares of each Seller in exchange for his portion of the purchase price (iii) sign and deliver to Buyer at the Closing a receipt for his portion of the purchase price and transmits such purchase price to each Seller; (iv) deliver to Buyer at the Closing all certificates and documents to be delivered to Buyer by the Sellers pursuant to this Agreement, together with any other certificates and documents executed by each Seller and deposited with Xxxxxxx for such purpose; and (v) take such action on behalf of such Sellers as Xxxxxxx may xxxx appropriate hereof, including, but not limiting to waiving any inaccuracies in the representations or warranties of Buyer, waiving of any conditions precedent to the Sellers' obligations hereunder, and all such other matters as Xxxxxxx may deem necessary or appropriate to consummate this Agreement and the transactions contemplated hereby. Xxxxxxx acknowledges that the appointment as representative is irrevocable and is deemed coupled with an interest in any action taken by Xxxxxxx pursuant to such authority. Buyer shall not be obligated to inquire into the authority of Xxxxxxx and Buyer shall be protected in dealing with him.

Shareholders’ Representative. Xxxxxxx hereby irrevocably acknowledges that each Seller has (a) At the Closing, Xxxx-Xxxx Xxxxxxxx shall be constituted and appointed Xxxxxxx as his agent and representative, an attorney in fact for all the Shareholders’ Representative. For purposes under of this Agreement. Each Seller has authorized Xxxxxxx, the term “Shareholders’ Representative” shall mean the agent for and on behalf in of the name of such Sellers, to Shareholders and Advisor to: (i) give and receive all notices and communications to or documents from Buyer (on behalf of itself of any other Indemnified Person) relating to this Agreement, the Escrow Agreement, the Stock Purchase or any other transactions contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given to him or received by Buyer pursuant heretosuch Shareholders or the Advisor individually); (ii) deliver at Closing authorize deliveries to Buyer of cash from the certificates Escrow Fund in satisfaction of claims for indemnification pursuant to Section 9.2 asserted by the shares of each Seller in exchange for his portion of the purchase price Indemnified Party; (iii) sign and deliver object to Buyer at the Closing a receipt for his portion of the purchase price and transmits such purchase price claims pursuant to each SellerSection 9.5(d); (iv) deliver to Buyer at the Closing all certificates consent or agree to, negotiate, enter into settlements and documents to be delivered to Buyer by the Sellers pursuant to this Agreementcompromises of, together and comply with any other certificates and documents executed by each Seller and deposited orders of courts with Xxxxxxx for respect to, such purposeclaims; and (v) consent or agree to any amendment to this Agreement and (vi) take such action on behalf of such Sellers as Xxxxxxx may xxxx appropriate hereof, including, but not limiting to waiving any inaccuracies in the representations or warranties of Buyer, waiving of any conditions precedent to the Sellers' obligations hereunder, and all such other matters as Xxxxxxx may deem actions necessary or appropriate in the judgment of the Shareholders’ Representative for the accomplishment of the foregoing, in each case without having to consummate this Agreement seek or obtain the consent of any Person under any circumstance. The Person serving as the Shareholders’ Representative may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten (10) days’ prior written notice to the Escrow Agent and Buyer. No bond shall be required of the Shareholders’ Representative, and the transactions contemplated hereby. Xxxxxxx acknowledges that the appointment as representative is irrevocable and is deemed coupled with an interest in any action taken by Xxxxxxx pursuant to such authority. Buyer Shareholders’ Representative shall not be obligated to inquire into the authority of Xxxxxxx and Buyer shall be protected in dealing with himreceive no compensation for his services.

Shareholders’ Representative. Xxxxxxx (a) Each Seller hereby irrevocably acknowledges that approves the constitution and appointment of, and hereby irrevocably constitutes and appoints Shareholder Representative Services LLC, as of the Closing, as the sole, exclusive, true and lawful agent, representative and attorney-in-fact of all Sellers and each of them (“Shareholders’ Representative ”) with authority, for and on behalf of each Seller has appointed Xxxxxxx to take such actions and exercise such discretions as his agent may be required with respect to any and representativeall matters relating to, an attorney arising out of, or in fact connection with, this Agreement and any related document or instrument in accordance with the terms of the engagement letter between LifeArc, Future Fund, Xxxxxx Xxxx, Xxxxxx Xxxxxx and Shareholders’ Representative entered into on or before Closing, including but not limited to for purposes of taking any action or omitting to take any action on behalf of the Sellers hereunder to: (i) act for the Sellers with regard to all purposes matters pertaining to indemnification under this Agreement. Each Seller has authorized Xxxxxxx, on behalf in including the name power to defend, compromise, or settle any claims and to otherwise prosecute or pursue any litigation claims, and the payment or non-payment of such Sellers, to (i) receive all notices or documents or to be given to him by Buyer pursuant heretoany of the Escrow Amount; (ii) execute and deliver at Closing all amendments, waivers, ancillary agreements, certificates and documents that the certificates for Shareholders’ Representative deems necessary or appropriate in connection with the shares of each Seller in exchange for his portion consummation of the purchase price Transactions; (iii) sign make payments of funds and deliver to Buyer at the Closing a receipt give receipts for his portion of the purchase price and transmits such purchase price to each Sellerfunds; (iv) deliver to Buyer at the Closing all certificates and documents to be delivered to Buyer by the Sellers pursuant to this Agreement, together with do or refrain from doing any other certificates and documents executed by each Seller and deposited with Xxxxxxx for such purpose; and (v) take such action further act or deed on behalf of such the Sellers as Xxxxxxx may xxxx appropriate hereof, including, but not limiting to waiving any inaccuracies in that the representations or warranties of Buyer, waiving of any conditions precedent to the Sellers' obligations hereunder, and all such other matters as Xxxxxxx may deem Shareholders’ Representative deems necessary or appropriate in its discretion relating to consummate the subject matter of this Agreement as fully and completely as the transactions contemplated hereby. Xxxxxxx acknowledges that the appointment as representative is irrevocable and is deemed coupled with an interest in any action taken by Xxxxxxx pursuant to such authority. Buyer shall not be obligated to inquire into the authority of Xxxxxxx and Buyer shall be protected in dealing with him.Sellers could do if personally present; 43

Shareholders’ Representative. Xxxxxxx Each of the Shareholders hereby irrevocably acknowledges that each Seller has appointed Xxxxxxx makes, constitutes and appoints Xxx XxXxxxxxx as his agent and representative, an attorney in representative and attorney-in- fact (the "Shareholders' Representative") for all purposes under this Agreement. Each Seller has authorized XxxxxxxShareholder hereby authorizes the Shareholders' Representative, on behalf and in the name of such SellersShareholder, to to: (ia) receive all notices or documents given or to be given to him by Buyer Phoenix pursuant heretohereto or in connection herewith and to receive and accept service of legal process in connection with any suit or other proceeding arising under this Agreement. The Shareholders' Representative promptly shall forward a copy of such notice or process to each Shareholder ; (iib) deliver at the Closing the certificates for the shares Shares of each Seller Shareholder in exchange for his portion of the purchase price Exchange Consideration; (iiic) sign and deliver to Buyer Phoenix at the Closing a receipt for his portion of the purchase price Exchange Consideration and transmits such purchase price transmit the Exchange Consideration to each SellerShareholder; (ivd) deliver to Buyer Phoenix at the Closing all certificates and documents to be delivered to Buyer Phoenix by the Sellers Shareholders pursuant to this Agreement, together with any other certificates and documents executed by each Seller Shareholder and deposited with Xxxxxxx the Shareholders' Representative for such purpose; (e) engage such legal counsel, and such accountants and other advisors for Shareholders and incur such other expenses on behalf of Shareholders in connection with this Agreement and the transactions contemplated hereby as the Shareholders' Representative may deem appropriate; and (vf) take such action on behalf of such Sellers Shareholders as Xxxxxxx the Shareholders' Representative may xxxx deem appropriate hereof, including, but not limiting to in respect of: (i) waiving any inaccuracies in the representations or warranties of Buyer, Phoenix contained in this Agreement or in any document delivered by it pursuant hereto; (ii) waiving the fulfillment of any of the conditions precedent to the SellersShareholders' obligations hereunder, ; (iii) taking such other action as he is authorized to take under this Agreement; (iv) receiving all documents or certificates and making all determinations on behalf of the Shareholders required under this Agreement; and (v) all such other matters as Xxxxxxx the Shareholders' Representative may deem necessary or appropriate to consummate this Agreement and the transactions contemplated hereby. Xxxxxxx acknowledges that The appointment of the appointment as representative Shareholders' Representative hereunder is irrevocable and is deemed coupled with an interest in and any action taken by Xxxxxxx Shareholders' Representative pursuant to such authoritythe authority granted in this Section 9.1 shall be effective and absolutely binding on each Shareholder notwithstanding any contrary action of or direction from a Shareholder. Buyer The death or incapacity of any Shareholder shall not be obligated to inquire into terminate the prior authority and agency of Xxxxxxx and Buyer shall be protected in dealing with himthe Shareholders' Representative.

Shareholders’ Representative. Xxxxxxx Each of the Shareholders hereby irrevocably acknowledges that each Seller has appointed Xxxxxxx makes, constitutes and appoints Timothy C Palmer as his agent and representative, an attorney in representative and attorney-in-fact (xxx "Xxxxxxxxxers' Representative") for all purposes under this Agreement. Each Seller has authorized XxxxxxxShareholder hereby authorizes the Shareholders' Representative, on behalf and in the name of such SellersShareholder, to to: (ia) receive all notices or documents given or to be given to him by Buyer Phoenix pursuant heretohereto or in connection herewith and to receive and accept service of legal process in connection with any suit or other proceeding arising under this Agreement. The Shareholders' Representative promptly shall forward a copy of such notice or process to each Shareholder ; (iib) deliver at the Closing the certificates for the shares Shares of each Seller Shareholder in exchange for his portion of the purchase price Exchange Consideration; (iiic) sign and deliver to Buyer Phoenix at the Closing a receipt for his portion of the purchase price Exchange Consideration and transmits such purchase price transmit the Exchange Consideration to each SellerShareholder; (ivd) deliver to Buyer Phoenix at the Closing all certificates and documents to be delivered to Buyer Phoenix by the Sellers Shareholders pursuant to this Agreement, together with any other certificates and documents executed by each Seller Shareholder and deposited with Xxxxxxx the Shareholders' Representative for such purpose; (e) engage such legal counsel, and such accountants and other advisors for Shareholders and incur such other expenses on behalf of Shareholders in connection with this Agreement and the transactions contemplated hereby as the Shareholders' Representative may deem appropriate; and (vf) take such action on behalf of such Sellers Shareholders as Xxxxxxx the Shareholders' Representative may xxxx deem appropriate hereof, including, but not limiting to in respect of: (i) waiving any inaccuracies in the representations or warranties of Buyer, Phoenix contained in this Agreement or in any document delivered by it pursuant hereto; (ii) waiving the fulfillment of any of the conditions precedent to the SellersShareholders' obligations hereunder, and all ; (iii) taking such other matters action as Xxxxxxx may deem necessary or appropriate he is authorized to consummate take under this Agreement and the transactions contemplated hereby. Xxxxxxx acknowledges that the appointment as representative is irrevocable and is deemed coupled with an interest in any action taken by Xxxxxxx pursuant to such authority. Buyer shall not be obligated to inquire into the authority of Xxxxxxx and Buyer shall be protected in dealing with him.Agreement;