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. Each of the Transaction Shareholders hereby irrevocably appoints the Shareholder Representative as the sole agent and attorney-in-fact of such Transaction Shareholder to act on behalf of such Transaction Shareholder regarding any matter relating to or arising under any this Agreement and the Transaction, including for the purposes of: (i) receiving any payments due from Parent that are required under the terms of this Agreement to be paid to the Transaction Shareholders, or making any payments due from the Transaction Shareholders that are required under the terms of this Agreement to be paid to Parent; (ii) taking any action on behalf of the Transaction Shareholders that may be necessary or desirable, as determined by the Shareholder Representative its sole discretion, in connection with the indemnification provisions set forth in Article X and the amendment of this Agreement in accordance with Section 11.02 or any other ancillary agreement in accordance with its terms; (iii) taking any action on behalf of the Transaction Shareholders that may be necessary or desirable, as determined by the Shareholder Representative in its sole discretion, in connection with negotiating or entering into settlements, resolutions and compromises with respect to the adjustments or payments contemplated by Section 2.04; (iv) accepting notices on behalf of the Transaction Shareholders in accordance with Section 11.05; (v) executing and delivering, on behalf of the Transaction Shareholders, any notices, documents or certificates to be executed by the Transaction Shareholders in connection with this Agreement and the Transaction; and (vi) granting any consent or approval on behalf of the Transaction Shareholders under this Agreement or any other ancillary agreements. As the representative of the Transaction Shareholders, the Shareholder Representative shall act as the agent for the Transaction Shareholders and shall have authority to bind the Transaction Shareholders in accordance with this Agreement and any other ancillary agreements. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for his services.
Appointment of Shareholder Representative. Each holder of Shares shall, by virtue of such holder's execution and delivery of a Letter of Transmittal, be deemed to constitute and appoint Joanna Franyie Romano, xxxx xxxx xxxxx xx xxxxtitution and resubstitution, for him/her and in his/her name, place and stead, or, in the case of xxx/xer death or incapacity, any replacement representative appointed in writing by those holders of Shares who held a majority of outstanding Shares (on a fully diluted basis) immediately preceding the Closing and their respective heirs, successors and assigns (the "Shareholder Representative") to act as the representative of any and all of such holders with respect to any matter arising in connection with this Agreement and to make on behalf of any or all holders, individually and collectively, any decisions and take all actions that they would be entitled to make pursuant to this Agreement (but for the appointment of the Shareholder Representative) including any decision or action that may prejudice the rights of any holder or may have an adverse effect with respect to any holder. The Shareholder Representative shall be considered a nominee and agent of the holders of Shares. Any decision or action of the Shareholder Representative made on behalf of any or all holders of Shares shall be binding on such holders, their heirs, successors and assigns. The Buyer and Merger Sub shall, with respect to any decision or action by the Shareholder Representative, be entitled to rely upon any written notice, instruction, certificate or request of the Shareholder Representative. Each holder of Shares, by virtue of such holder's execution and delivery of a Letter of Transmittal, agrees severally, but not jointly, to indemnify and hold harmless the Shareholder Representative from and against all obligations, liabilities, claims, costs, fees, expenses (including costs and expenses of counsel) owed or due to any third party (including any other holder) of whatsoever nature and kind arising out of, associated with or resulting from the exercise by the Shareholder Representative, or the failure to exercise by the Shareholder Representative, of his/her powers and the performance or non-performance of his/her duties hereunder, provided that the foregoing shall be inapplicable in any case of gross negligence or willful misconduct on the part of the Shareholder Representative. The Shareholder Representative shall not be liable to the holders for any action taken or omitted by the Shareholder Rep...
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.
Appointment of Shareholder Representative. (a) Xxxxxxx X. Xxxxxx hereby is appointed, authorized and empowered to act as a shareholder representative (the "Shareholder Representative"), for the benefit of the Shareholders, in connection with and to facilitate the consummation of the transactions contemplated by the Merger Agreement and the Documents. The Shareholder Representative shall be the Shareholders' exclusive agent and attorney-in-fact to act for and on behalf of each of them with respect to any and all actions which maybe necessary or appropriate under the Agreement or the Documents, which shall include the power and authority: (i) to execute and deliver such waivers and consents in connection with this Agreement and the Documents and the consummation of the transactions contemplated hereby and thereby as the Shareholder Representative, in his sole discretion, may deem necessary or desirable; (ii) to enforce or refrain from enforcing any rights of the Shareholders or any of them and/or the Shareholder Representative arising out of or under or in any manner relating to this Agreement or the Documents; (iii) to do any and all things and to take any and all action that the Shareholder Representative, in his sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement and the Documents.
Appointment of Shareholder Representative. (a) The Shareholders irrevocably make, constitute and appoint Xxxx X. Xxxx to act as the Shareholders’ representative and agent for all purposes under this Agreement (the “Shareholder Representative”).
Appointment of Shareholder Representative. By their execution of a counterpart of this Agreement, each Shareholder hereby irrevocably constitutes and appoints Xxxxxxx X. Xxxxxxx (the "SHAREHOLDER REPRESENTATIVE"), with full power of substitution, as such Shareholder's true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Shareholder, for the purpose of (i) contesting, defending, disputing, settling, compromising or otherwise disposing of any Losses asserted by any Purchaser Indemnitee, (ii) resolving, disputing, receiving, agreeing to and collecting (including, without limitation, instituting legal actions therefor), the amount of the Post-Closing Adjustment Consideration and otherwise carry out the provisions of SECTION 2.01(d), (iii) carrying out the other responsibilities of the Shareholder Representative contained in the Agreement, and (iv) to take any and all appropriate action and to execute any documents and instruments that may be necessary or desirable to accomplish the purposes of any and all of the foregoing, and the transactions, documents, instruments, agreements and certificates contemplated thereby, including, to perform or make any waivers, statements, restatements, modifications and supplements in the documents or other agreements, instruments or documents that may be entered into in connection therewith on such Shareholder's behalf, as from time to time may be agreed upon by the Shareholder Representative; and such Shareholder Representative shall be authorized on behalf of each Shareholder and in the name of such Shareholder to execute, deliver and perform each of such documents and agreements with such waivers, modifications, changes, deletions, supplements or amendments as have been approved by the Shareholder Representative, such approval to be conclusively evidenced by the Shareholder Representative's execution and delivery thereof. Each Shareholder agrees that the power granted by this SECTION 5.11 is coupled with an interest and irrevocable. In the event of the death, incapacity, or resignation of, or if for any other reason Xxxxxxx X. Xxxxxxx shall cease to serve as Shareholder Representative, then, and in such event, S. Xxxxx Xxxxxxx shall, and without any further action on the part of the Shareholders, immediately be the Shareholder Representative hereunder. In the event of the death, incapacity or resignation of, or if for any other reason S. Xxxxx Xxxxxxx shall cease to serve as Shareholder Representative, then, and i...
Appointment of Shareholder Representative. 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 Fully Diluted Common Shares 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 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 Fully Diluted Common Shares 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.
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. (a) By approving this Agreement and the transactions contemplated hereby and by virtue of the consummation of the transfer of the Shares, each Shareholder shall have irrevocably authorized and appointed the Shareholder Representatives as such Person’s representative, agent and attorney-in-fact to act on behalf of such Person, by majority vote, for all purposes in connection with this Agreement and the agreements ancillary hereto, including the exercise of the power to: (a) give and receive notices and communications on behalf of the Shareholders; (b) review, negotiate and settle the Target Working Capital and each all payments of consideration related thereto; (c) authorize distribution of the Escrow Shares to an Akerna Indemnified Party; (d) object to distributions and set-offs; (e) agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with governmental orders with respect to such claims; (f) compromise any indemnity claim on behalf of the Shareholders and to transact matters of arbitration, litigation or other actions; (g) execute and deliver all amendments, waivers, ancillary agreements and documents that the Shareholder Representatives deem necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement; (h) execute and deliver all amendments and waivers to this Agreement that the Shareholder Representatives deem necessary or appropriate; (i) defend, settle, or compromise any claim, action or legal proceeding for which any Akerna Indemnified Party may be entitled to indemnification hereunder; (j) do or refrain from doing any further act or deed on behalf of the Shareholders that Shareholder Representatives deem necessary or appropriate in their sole discretion relating to the subject matter of this Agreement as fully and completely as the Shareholders could do if personally present; (k) receive service of process in connection with any claims under this Agreement; (l) pay such amounts as the Shareholder Representatives shall determine to any Person pursuant to arrangements between the Shareholder Representatives and any such Person; and (m) take all actions necessary or appropriate in the judgment of the Shareholder Representatives for the accomplishment of the foregoing and any other actions or matters contemplated by this Agreement or the agreements ancillary hereto on behalf of the Shareholders. After the Closing, notices or communications to or from the Shar...
