Appointment of Shareholder Representative Sample Clauses

Appointment of Shareholder Representative. Pursuant to Article X of the Merger Agreement, Shareholder hereby irrevocably designates Shareholder Representative to serve as the Shareholder Representative and as the agent, proxy, and attorney in fact for Shareholder pursuant to the terms of Article X of the Merger Agreement, which terms are incorporated herein by this reference, and agrees to abide by and be bound by the terms of such Article X.

Appointment of Shareholder Representative. (a) The Shareholder Representative is hereby appointed as representative of the Shareholders for purposes of this Agreement and the Escrow Agreement. Shareholder Approval of this Agreement shall include confirmation of the authority of the Shareholder Representative. Parent, First Acquisition Corp., Second Acquisition Corp. and the Company may rely upon the acts of the Shareholder Representative for all purposes permitted hereunder and under the Escrow Agreement. (b) The Shareholder Representative shall have full power of substitution to act in the name, place and stead of the Shareholders in all matters in connection with this Agreement and the Escrow Agreement. The Shareholder Representative’s power shall include the following powers, without limitation: the power to act for the Shareholders with regard to indemnification obligations hereunder; the power to compromise any claim on behalf of the Shareholders and to transact matters of litigation or arbitration in connection with this Agreement or the Escrow Agreement; the power to do or refrain from doing all such further acts and things on behalf of the Shareholders that the Shareholder Representative deems necessary or appropriate in his sole discretion, and to execute all such documents as the Shareholder Representative shall deem necessary or appropriate, in connection therewith; and the power to receive service of process in connection with any claims under this Agreement. (c) If the Shareholder Representative dies or otherwise becomes incapacitated and unable to serve as Shareholder Representative, his successor shall be appointed by a majority in interest of the Shareholders (such majority in interest to be determined in accordance with the pro rata amounts of the Merger Consideration as set forth on Schedule 12.4 hereto). (d) The Shareholder Representative shall act for the Shareholders in the manner the Shareholder Representative believes to be in the best interest of the Shareholders and consistent with his obligations under this Agreement, but shall have no duties or obligations except as specifically set forth in this Agreement. In acting as representative of the Shareholders, the Shareholder Representative may rely upon, and shall be protected in acting or refraining from acting upon, an opinion or advice of counsel, certificate of auditors or other certificate, statement, instrument, opinion, report, notice, request, consent, order arbitrator’s award, appraisal, bond or other paper or docume...

Appointment of Shareholder Representative. (a) Each of FP and, to the extent that any Permitted Transferee of FP shall have become a Shareholder, such Shareholder irrevocably appoint the FP Shareholder Representative its agent and true and lawful attorney-in-fact, with full power of substitution, to take the actions, receive notices and exercise the powers delegated to the FP Shareholder Representative under this Agreement in the name of each such Shareholder, together with such actions and powers as are reasonably incidental thereto. Notwithstanding the foregoing, the FP Shareholder Representative shall not take any action or exercise any power to the extent that the holders of the majority of the Company Securities held by FP and its Permitted Transferees shall have voted to prevent the Shareholder Representative from taking such action or exercising such power. "FP SHAREHOLDER REPRESENTATIVE" means FP, as agent for the FP and its Permitted Transferees that are Shareholders. The entity appointed as the FP Shareholder Representative may be replaced at any time and from time to time by the vote of a majority of the Company Securities held by FP and its Permitted Transferees. Either of FP or the new FP Shareholder Representative shall notify the Company of such appointment as promptly as practicable after such appointment. (b) Each of TBW and, to the extent that any Permitted Transferee of TBW shall have become a Shareholder, such Shareholder irrevocably appoint the TBW Shareholder Representative its agent and true and lawful attorney-in-fact, with full power of substitution, to take the actions, receive notices and exercise the powers delegated to the TBW Shareholder Representative under this Agreement in the name of each such Shareholder, together with such actions and powers as are reasonably incidental thereto. Notwithstanding the foregoing, the TBW Shareholder Representative shall not take any action or exercise any power to the extent that the holders of the majority of the Company Securities held by TBW and its Permitted Transferees shall have voted to prevent the Shareholder Representative from taking such action or exercising such power. "TBW SHAREHOLDER REPRESENTATIVE" means TWB as agent for TBW and its Permitted Transferees that are Shareholders. The entity appointed as the TBW Shareholder Representative may be replaced at any time and from time to time by the vote of a majority of the Company Securities held by TBW and its Permitted Transferees. Either of TBW or the new TBW Shareholder R...

Appointment of Shareholder Representative. Each Seller hereby designates the Shareholder Representative as the representative of all Sellers and as the attorney-in-fact and agent for and on behalf of each such Seller with respect to claims for indemnification under this Section 8 and Section 9 hereof and the taking by the Shareholder Representative of any and all actions and the making of any decisions required or permitted to be taken by the Shareholder Representative under this Agreement, including, without limitation, the exercise of the power to: (a) control the defense of, agree to, negotiate, enter into settlements and compromises of, demand arbitration of, and comply with orders of courts and awards of arbitrators with respect to, any claims for indemnification by Buyer under this Section 8 or Section 9 hereof; (b) arbitrate, resolve, settle or compromise any claims for indemnification by Buyer under this Section 8 or Section 9 hereof; and (c) take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing. The Shareholder Representative will have authority and power to act on behalf of each Seller with respect to the disposition, settlement or other handling of all claims for indemnification by Buyer under this Section 8 or Section 9 hereof. Sellers will be bound by all actions taken and documents executed by the Shareholder Representative in connection with claims for indemnification by Buyer under this Section 8 or Section 9 hereof, and Buyer will be entitled to rely on any action or decision of the Shareholder Representative. Each Seller hereby agrees to receive correspondence from the Shareholder Representative, including in electronic form. In performing the functions specified in this Agreement, the Shareholder Representative will not be liable to any Seller in the absence of fraud, gross negligence or willful misconduct on the part of the Shareholder Representative. Sellers shall jointly and severally indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability or expense incurred without fraud, gross negligence or willful misconduct on the part of the Shareholder Representative and arising out of or in connection with the acceptance or administration of the Shareholder Representative’s duties hereunder. Any out-of-pocket costs and expenses reasonably incurred by the Shareholder Representative in connection with actions taken by the Shareholder Representative p...

Appointment of Shareholder Representative. In the event of a Dispute under section 3.9 of the Agreement, within three (3) Business Days of the Purchaser’s receipt of a Dispute Notice, the Purchaser shall provide written confirmation (a “Dispute Confirmation”) to the Disputing Shareholders that it has received such Dispute Notice. Within ten (10) Business Days of the delivery of the Dispute Confirmation: (a) the Disputing Shareholders must appoint a representative (a “Shareholder Representative”) to act on behalf of all of the Disputing Shareholders in all matters related to the settling of the Dispute; and (b) the Shareholder Representative must confirm in writing to the Purchaser its appointment and the fact that it has the full power and authority to act on behalf of all of the Disputing Shareholders in respect of the settlement of the Dispute. The Disputing Shareholders shall use whatever procedures they deem appropriate to appoint a Shareholder Representative provided that such appointment is duly and validly made and the Shareholder Representative is granted the full power and authority to act on behalf of all of the Disputing Shareholders in respect of the settlement of the Dispute.

Appointment of Shareholder Representative. The approval of this Agreement and the Agreement of Merger by the Wireless Shareholders as provided in the CGCL shall constitute (a) the approval and appointment of Xxxxxxx X. Xxxxx (or his successor) as the Shareholder Representative to act as the agent for the Wireless Shareholders pursuant to the terms hereof and (b) the approval and authorization for all of the arrangements relating thereto, including: ( i) Glenayre's payment of the Escrow Funds to the Escrow Agent; (ii) the execution, delivery and performance of the Escrow Agreement by the Shareholder Representative; (iii) the distribution of the Escrow to the Wireless Shareholders; (iv) the Shareholder Representative's performance of his obligations under this Agreement and the Escrow Agreement, or in connection therewith; and (v) the rights of the Shareholder Representative set forth herein and in the Escrow Agreement. No bond shall be required of the Shareholder Representative. The Shareholder Representative undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and in the Escrow Agreement and no implied covenants or obligations shall be read into this Agreement or the Escrow Agreement against the Shareholder Representative.

Appointment of Shareholder Representative. The Company and the Company Shareholders, by virtue of the adoption of this Agreement, irrevocably appoint Grexxxx Xxxxxxx xx act as their sole and exclusive representative (the "Shareholder Representative") to receive installments of the Escrow Amount and the A/R Reserve Escrow amount on the Company Shareholders' behalf and to make all decisions and determinations under or relating hereto on their behalf that the Shareholder Representative may deem necessary or appropriate. Without limiting the generality of the immediately preceding sentence, the Shareholder Representative may, in his good faith discretion, object to, settle or compromise any Indemnity Claim made under this Agreement or any dispute with respect to the Escrow Fund or the A/R Reserve Escrow or any installment thereof, and authorize payments to be made with respect thereto. All actions taken by the Shareholder Representative hereunder shall be binding upon the Company Shareholders and their successors as if expressly confirmed and ratified in writing by each of them, and no Company Shareholder shall -44- 51 have the right to object, dissent, protest or otherwise contest the same. All actions, decisions and instructions of the Shareholder Representative shall be conclusive and binding upon all of the Company Shareholders and no Company Shareholders shall have any cause of action against the Shareholder Representative for any action taken, decision made or instruction given by such Shareholder Representative under or with respect to this Agreement, except for gross negligence or willful misconduct by such Shareholder Representative.

Appointment of Shareholder Representative. Shareholder appoints Xxx Xxxxxxx as agent and attorney-in-fact for and on behalf of Shareholder for purposes of the Merger Agreement. Shareholder further agrees that any decision, act, consent or instruction of the Shareholder Representative, including any agreement by the Shareholder Representative for and on behalf of the Shareholders of Evant to any amendments, modifications and waivers of any term, condition or other agreement set forth in the Merger Agreement, shall constitute a decision of Shareholder for all purposes of and under the Merger Agreement, and that such decision, act, consent or instruction shall be final, binding and conclusive upon Shareholder as if made by Shareholder.

Appointment of Shareholder Representative. At the Effective Time, and without any further action on the part of the holders of the ATI Shares or the holders of the ATI Options, the Shareholder Representative shall be deemed to have been appointed as the representative and agent of the holders of the ATI Shares and the holders of the ATI Options as contemplated hereby and under the Escrow Agreement, which appointment may be ratified by any or all holders of the ATI Shares and the holders of the ATI Options pursuant to the Shareholder Representative Agency Agreement (as hereinafter defined); provided, however, that the failure to execute and deliver the Shareholder Representative Agency Agreement will not alter the rights of the Shareholder Representative hereunder and under the Escrow Agreement.

Appointment of Shareholder Representative. (a) Each of FP and, to the extent that any Permitted Transferee of FP shall have become a Shareholder, such Shareholder irrevocably appoint the FP Shareholder Representative its agent and true and lawful attorney-in-fact, with full power of substitution, to take the actions, receive notices and exercise the powers delegated to the FP Shareholder Representative under this Agreement in the name of each such Shareholder, together with such actions and powers as are reasonably incidental thereto. Notwithstanding the foregoing, the FP Shareholder Representative shall not take any action or exercise any power to the extent that