ABD Shareholders’ Representative Clause Samples

ABD Shareholders’ Representative. ▇▇▇▇ ▇▇ ▇▇▇▇▇ shall, by virtue of the -------------------------------- Merger, be appointed attorney-in-fact and authorized and empowered to act, for and on behalf of any or all of the ABD Shareholders (with full power of substitution in the premises), in connection with the indemnity provisions of Article VIII as they relate to ABD and the ABD Shareholders generally, and such other matters as are reasonably necessary for the consummation of the transactions contemplated hereby including, without limitation, (i) to review all claims for indemnification asserted by a GBB Indemnified Person, and, to the extent deemed appropriate, dispute, question the accuracy of, compromise, settle or otherwise resolve any and all such claims, (ii) to compromise on their behalf with GBB any claims asserted thereunder, (iii) to authorize payments to be made with respect to any such claims for indemnification, (iv) to execute and deliver on behalf of the ABD Shareholders any document or agreement contemplated by or necessary or desirable in connection with this Agreement, (v) to make such decisions or take such actions as may be necessary with respect to the determination of the EBITDA of ABD, the Hurdle EBITDA, Forecast EDITDA and Hurdle Amount, and (vi) to take such further actions including coordinating and administering post-closing matters related to the rights and obligations of the ABD Shareholders as are authorized in this Agreement (the above named representative, as well as any subsequent representative of the ABD Shareholders appointed by the ABD Shareholders being referred to herein as the "ABD Shareholders' Representative"). The ABD Shareholders' Representative shall not be liable to any ABD Shareholder, GBB, the Surviving Corporation, the Second Surviving Corporation or their respective affiliates or any other Person with respect to any action taken or omitted to be taken by the ABD Shareholders' Representative in his role as ABD Shareholders' Representative under or in connection with this Agreement unless such action or omission results from or arises out of fraud, gross negligence or willful misconduct on the part of the ABD Shareholders' Representative. GBB, the Surviving Corporation and the Second Surviving Corporation shall be entitled to rely on such appointment and treat such ABD Shareholders' Representative as the duly appointed attorney-in-fact of each ABD Shareholder. Each ABD Shareholder who votes in favor of the Merger pursuant to the terms hereof, ...