Common use of Shareholders’ Representative Clause in Contracts

Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Xxxx Xxxxxxxxx, as their agent and attorney in fact (the "Shareholders' Representative") with full power and authority until the Closing to execute, deliver and receive on their behalf all notices, requests and other communications hereunder; to fix and alter on their behalf the date, time and place of the Closing; to waive, amend or modify any provisions of this Plan and to take such other action on their behalf in connection with this Plan, the Closing and the transactions contemplated hereby as such agent deems appropriate; provided, however, that no such waiver, amendment or modification may be made if it would decrease the number of shares to be issued to the Shareholders under Section 1 hereof or increase the extent of their obligation to WWN hereunder, unless agreed in writing by the Shareholders.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Worldwide Wireless Networks Inc), Agreement and Plan of Merger (Worldwide Wireless Networks Inc), Agreement and Plan of Merger (Worldwide Wireless Networks Inc)

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Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Xxxx XxxxxxxxxLowell G. Mims, as their agent and attorney thexx xxxxx xxx xttorney in fact (the "Shareholders' Representative") with full power and authority until the Closing to execute, deliver and receive on their behalf all notices, requests and other communications hereunder; to fix and alter on their behalf the date, time and place of the Closing; to waive, amend or modify any provisions of this Plan and to take such other action on their behalf in connection with this Plan, the Closing and the transactions contemplated hereby as such agent deems appropriate; provided, however, that no such waiver, amendment or modification may be made if it would decrease the number of shares to be issued to the Shareholders under Section 1 hereof or increase the extent of their obligation to WWN Corvallis hereunder, unless agreed in writing by the Shareholders.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Corvallis Inc)

Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Xxxx Xxxxxxxxx, Xxxxxx Xxxxxxxxxx as their agent and attorney in fact (the "Shareholders' Representative") with full power and authority until the Closing to execute, deliver and receive on their behalf all notices, requests and other communications hereunder; to fix and alter on their behalf the date, time and place of the Closing; to waive, amend or modify any provisions of this Plan and to take such other action on their behalf in connection with this Plan, the Closing and the transactions contemplated hereby as such agent deems appropriate; provided, however, that no such waiver, amendment or modification may be made if it would decrease the number of shares to be issued to the Shareholders under Section 1 hereof or increase the extent of their obligation to WWN iMall hereunder, unless agreed in writing by the Shareholders.

Appears in 1 contract

Samples: 4 Agreement and Plan of Reorganization (Imall Inc)

Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Xxxx Wilxxxx Xxxxxxxxx, as xs their agent and attorney in fact (the "Shareholders' Representative") with full power and authority until the Closing to execute, deliver deliver, and receive on their behalf all notices, requests and other communications hereunder; to fix and alter on their behalf the date, time and place of the Closing; to waive, amend or modify any provisions of this Plan Agreement, and to take such other action on their behalf in connection with this PlanAgreement, the Closing Closing, and the transactions contemplated hereby as such agent deems or agents deem appropriate; provided, however, that no such waiver, amendment or modification may be made if it would decrease the number of shares to be issued to the Shareholders under Section 1 hereof or increase the extent of their obligation to WWN hereunder, unless agreed in writing by the Shareholdershereof.

Appears in 1 contract

Samples: Stock Exchange Agreement and Plan of Reorganization (Workplace Compliance Inc)

Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Xxxx Xxxxxxx Xxxxxxxxx, as their agent and attorney in fact (the "Shareholders' Representative") with full power and authority until the Closing to execute, deliver deliver, and receive on their behalf all notices, requests and other communications hereunder; to fix and alter on their behalf the date, time and place of the Closing; to waive, amend or modify any provisions of this Plan Agreement, and to take such other action on their behalf in connection with this PlanAgreement, the Closing Closing, and the transactions contemplated hereby as such agent deems or agents deem appropriate; provided, however, that no such waiver, amendment or modification may be made if it would decrease the number of shares to be issued to the Shareholders under Section 1 hereof or increase the extent of their obligation to WWN hereunder, unless agreed in writing by the Shareholdershereof.

Appears in 1 contract

Samples: Stock Exchange Agreement and Plan of Reorganization (Workplace Compliance Inc)

Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Xxxx XxxxxxxxxEd Enloe, as their agent thexx xxxxx and attorney in fact (the "Shareholders' Representative") with full power and authority until the Closing to execute, deliver and receive on their behalf all notices, requests and other communications hereunder; to fix and alter on their behalf the date, time and place of the Closing; to waive, amend or modify any provisions of this Plan and to take such other action on their behalf in connection with this Plan, the Closing and the transactions contemplated hereby as such agent deems appropriate; provided, however, that no such waiver, amendment or modification may be made if it would decrease the number of shares to be issued to the Shareholders under Section 1 hereof or increase the extent of their obligation to WWN Entertainment hereunder, unless agreed in writing by the Shareholders.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (PCG Media Inc)

Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Xxxxx Xxxx Xxxxxxxxx, as their agent and attorney in fact (the "Shareholders' Representativerepresentative") with full power and authority until the Closing to execute, deliver and receive on their behalf all notices, requests requests, and other communications hereunder; : to fix and alter on their behalf the date, time time, and place of the Closing; : to waive, amend amend, or modify any provisions of this Plan Agreement, and to take such other action on their behalf in connection with this PlanAgreement, the Closing Closing, and the transactions contemplated hereby as such agent deems or agents deem appropriate; provided, however, that no such waiver, amendment amendment, or modification may be maybe made if it would decrease the number of shares to be issued to the Shareholders under Section 1 hereof hereunder or increase the extent of their obligation to WWN indemnify Acquisition hereunder, unless agreed in writing by the Shareholders.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Interlock Services Inc)

Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Xxxx XxxxxxxxxRichard Hill, as their agent and thexx xxxxx xxx attorney in fact (the "Shareholders' Representative") with full power and authority until the Closing to execute, deliver and receive on their behalf all notices, requests and other communications hereunder; to fix and alter on their behalf the date, time and place of the Closing; to waive, amend or modify any provisions of this Plan and to take such other action on their behalf in connection with this Plan, the Closing and the transactions contemplated hereby as such agent deems appropriate; provided, however, that no such waiver, amendment or modification may be made if it would decrease the number of shares to be issued to the Shareholders under Section 1 hereof or increase the extent of their obligation to WWN WLN hereunder, unless agreed in writing by the Shareholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Whole Living Inc)

Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Xxxx Xxxxxxxxx, as their agent Lawrence Marasco xx xxxxx xxxxx and attorney in fact (the "Shareholders' Representative") with full power and authority until the Closing to execute, deliver and receive on their behalf all notices, requests and other communications hereunder; to fix and alter on their behalf the date, time and place of the Closing; to waive, amend or modify any provisions of this Plan and to take such other action on their behalf in connection with this Plan, the Closing and the transactions contemplated hereby as such agent deems appropriate; provided, however, that no such waiver, amendment or modification may be made if it would decrease the number of shares to be issued to the Shareholders under Section 1 hereof or increase the extent of their obligation to WWN Medi-Hut hereunder, unless agreed in writing by the Shareholders.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Medi Hut Co Inc)

Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Xxxxxxx X. Xxxx Xxxxxxxxx, as their agent and attorney in fact (the "Shareholders' Representative") with full power and authority until the Closing to execute, deliver and receive on their behalf all notices, requests and other communications hereunder; to fix and alter on their behalf the date, time and place of the Closing; to . To waive, amend or modify any provisions of this Plan and to take such other action on their behalf in connection with this Plan, the Closing and the transactions contemplated hereby as such agent deems appropriate; provided, however, that no such waiver, amendment or modification may be made if it would decrease the number of shares to be issued to the Shareholders under Section 1 hereof or increase the extent of their obligation to WWN Pacific hereunder, unless agreed in writing by the Shareholders.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Logio Inc)

Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Xxxx Xxxxxxxxx, John Peters as their agent xxxxx xxxxx and attorney in fact (the "Shareholders' Representative") with full power and authority until the Closing to execute, deliver and receive on their behalf all notices, requests and other communications hereunder; to fix and alter on their behalf the date, time and place of the Closing; to waive, amend or modify any provisions of this Plan and to take such other action on their behalf in connection with this Plan, the Closing and the transactions contemplated hereby as such agent deems appropriate; provided, however, that no such waiver, amendment or modification may be made if it would decrease the number of shares to be issued to the Shareholders under Section 1 hereof or increase the extent of their obligation to WWN Suncrest hereunder, unless agreed in writing by the Shareholders.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Galaxy Specialties Inc)

Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Xxxx Xxxxxxxxx, Xxxxx Xxxxxx as their agent and attorney in fact (the "Shareholders' Representative") with full power and authority until the Closing to execute, deliver and receive on their behalf all notices, requests and other communications hereunder; to fix and alter on their behalf the date, time and place of the Closing; to waive, amend or modify any provisions of this Plan and to take such other action on their behalf in connection with this Plan, the Closing and the transactions contemplated hereby as such agent deems appropriate; provided, however, that no such waiver, amendment or modification may be made if it would decrease the number of shares to be issued to the Shareholders under Section 1 hereof or increase the extent of their obligation to WWN LC Nevada hereunder, unless agreed in writing by the Shareholders.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Learncom Inc /Nv/)

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Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Xxxx XxxxxxxxxFrank A. Leo, as their agent and thexx xxxxx xxx attorney in fact (the "Shareholders' Representative") with full power and authority until the Closing to execute, deliver and receive on their behalf all notices, requests and other communications hereunder; to fix and alter on their behalf the date, time and place of the Closing; to waive, amend or modify any provisions of this Plan and to take such other action on their behalf in connection with this Plan, the Closing and the transactions contemplated hereby as such agent deems appropriate; provided, however, that no such waiver, amendment or modification may be made if it would decrease the number of shares to be issued to the Shareholders under Section 1 hereof or increase the extent of their obligation to WWN Shur De Cor hereunder, unless agreed in writing by the Shareholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Interactive Marketing Technology Inc)

Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Xxxx Xxxxxxxxx, as Scotx Xxxxxxx xx their agent and attorney in fact (the "Shareholders' RepresentativeRepresentative ") with full power and authority until the Closing to execute, deliver and receive on their behalf all notices, requests requests, certificates and other communications hereunder; to to, fix and alter on their behalf the date, time and place of the Closing; to waive, amend or modify any provisions of this Plan Agreement and to take such other action on their behalf in connection with this PlanAgreement, the Closing and the transactions contemplated hereby as such agent deems or agents deem appropriate; provided, however, that no such waiver, amendment or modification may be made if it would decrease the number of shares to be issued to the Shareholders under Section 1 1.1 hereof or increase the extent of their obligation to WWN hereunder, unless agreed in writing by the Shareholdersindemnify Buyer under Section 2.16 hereof.

Appears in 1 contract

Samples: Agreement (Schuster Scott)

Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Xxxx XxxxxxxxxXxxxxxx Xxxxxxxxxx, the sole shareholder will act as their agent and attorney in fact (the "Shareholders' Shareholder's Representative") with full power and authority until the Closing to execute, deliver and receive on their behalf all notices, requests and other communications hereunder; to fix and alter on their behalf the date, time and place of the Closing; to waive, amend or modify any provisions of this Plan and to take such other action on their behalf in connection with this Plan, the Closing and the transactions contemplated hereby as such agent deems appropriate; provided, however, that no such waiver, amendment or modification may be made if it would decrease the number of shares to be issued to the Shareholders under Section 1 hereof or increase the extent of their obligation to WWN Natures hereunder, unless agreed in writing by the ShareholdersXx. Xxxxxxxxxx.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Imall Inc)

Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Xxxx Xxxxxxxxx, as their agent Robert B. Thele xx xxxxx xxxxx and attorney in fact (the "Shareholders' Representative") with full power and authority until the Closing to execute, deliver and receive on their behalf all notices, requests and other communications hereunder; to fix and alter on their behalf the date, time and place of the Closing; to waive, amend or modify any provisions of this Plan and to take such other action on their behalf in connection with this Plan, the Closing and the transactions contemplated hereby as such agent deems appropriate; provided, however, that no such waiver, amendment or modification may be made if it would decrease the number of shares to be issued to the Shareholders under Section 1 hereof or increase the extent of their obligation to WWN Whole Living hereunder, unless agreed in writing by the Shareholders.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Whole Living Inc)

Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Xxxx XxxxxxxxxXxxxx Xxxxxx, as their agent and attorney in fact (the "Shareholders' Representative") with full power and authority until the Closing to execute, deliver and receive on their behalf all notices, requests and other communications hereunder; to fix and alter on their behalf the date, time and place of the Closing; to waive, amend or modify any provisions of this Plan and to take such other action on their behalf in connection with this Plan, the Closing and the transactions contemplated hereby as such agent deems appropriate; provided, however, that 'no such waiver, amendment or modification may be made if it would decrease the number of shares to be issued to the Shareholders under Section 1 I hereof or increase the extent of their obligation to WWN Asphalt hereunder, unless agreed in writing by the Shareholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pacific Webworks Inc)

Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Xxxxxxxx Xxxx Xxxxxxxxx, as their agent and attorney in fact (the "Shareholders' Representative"Shareholder's representative) with full power and authority until the Closing to execute, deliver and receive on their behalf all notices, requests requests, and other communications hereunder; : to fix and alter on their behalf the date, time time, and place of the Closing; : to waive, amend amend, or modify any provisions of this Plan Agreement, and to take such other action on their behalf in connection with this PlanAgreement, the Closing Closing, and the transactions contemplated hereby as such agent deems or agents deem appropriate; provided, however, that no such waiver, amendment amendment, or modification may be maybe made if it would decrease the number of shares to be issued to the Shareholders under Section 1 hereof hereunder or increase the extent of their obligation to WWN indemnify TSFP hereunder, unless agreed in writing by the Shareholders.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Temple Summit Financial Projects Inc/Nv)

Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Xxxx Xxxxxxxxx, Benjamin Hoskins as their agent and attorney agxxx xxx xxxxxxxx in fact (the "Shareholders' Representative") with full power and authority until the Closing to execute, deliver and receive on their behalf all notices, requests and other communications hereunder; to fix and alter on their behalf the date, time and place of the Closing; to waive, amend or modify any provisions of this Plan and to take such other action on their behalf in connection with this Plan, the Closing and the transactions contemplated hereby as such agent deems appropriate; provided, however, that no such waiver, amendment or modification may be made if it would decrease the number of shares to be issued to the Shareholders under Section 1 hereof or increase the extent of their obligation to WWN iMall hereunder, unless agreed in writing by the Shareholders.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Imall Inc)

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