Common use of Appointment of Shareholder Representative Clause in Contracts

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 Effective upon and by virtue of the Transaction Shareholders hereby irrevocably appoints the Company Shareholder Representative as the sole agent Approval, and attorney-in-fact without any further act 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 be appointed as the representative of the Shareholders and as the attorney-in-fact and agent for the Transaction Shareholders and on behalf of each Shareholder solely with respect to those matters set forth in Article 2, Article 7 and Article 9. The Shareholder Representative hereby accepts such appointment. The Shareholder Representative shall have the authority to bind take any and all actions and make any decisions required or permitted to be taken by the Transaction Shareholders in accordance with Shareholder Representative under this Agreement and such other actions on behalf of such Shareholders as it may deem necessary or appropriate in connection with or to consummate the transactions contemplated hereby or thereby, including the exercise of the power to (i) agree to, negotiate, enter into settlements and compromises of, commence any suit, action or proceeding, and comply with orders of courts with respect to those matters set forth in Article 2, Article 7 and Article 9, (ii) litigate, resolve, settle or compromise any dispute that may arise pursuant to Article 2, Article 7 and Article 9, and (iii) take all actions necessary in the judgment of the Shareholder Representative for the accomplishment of the foregoing. The Shareholder Representative will have sole authority and power to act on behalf of each Shareholder with respect to the disposition, settlement or other ancillary agreementshandling of all claims pursuant to Article 2, Article 7 and Article 9 and all related rights or obligations of the Shareholders arising under this Agreement. No bond The Shareholder Representative shall be required of use commercially reasonable efforts, based on contact information available to the Shareholder Representative, and to keep the Shareholders reasonably informed with respect to actions of the Shareholder Representative pursuant to the authority granted the Shareholder Representative under this Agreement. Each Shareholder shall not receive promptly provide written notice to the Shareholder Representative of any compensation for his serviceschange of address of such Shareholder.

Appointment of Shareholder Representative. Each In the event the Merger is approved by the shareholders of the Transaction Shareholders hereby irrevocably appoints Company in accordance with the DGCL, upon and by such approval, and without further act of any shareholder, each shareholder shall be deemed to have appointed and accepted the Principal Shareholder Representative (the "SHAREHOLDER REPRESENTATIVE"), as the sole agent such shareholder's representative and true and lawful attorney-in-fact of such Transaction Shareholder and agent to act in such shareholder's name, place and stead to take any actions which may be necessary and desirable with respect to the Post-Closing Contingent Consideration, and to execute in the name and on behalf of such Transaction Shareholder regarding shareholder any matter relating to agreement, certificate, instrument 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 document 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 delivered by the Shareholder Representative its sole discretion, shareholders 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 agreementsPost-Closing Contingent Consideration. As the representative of the Transaction Shareholders, If the Shareholder Representative shall resign, die, or become unable to act as the agent for the Transaction Shareholders and Shareholder Representative, Xxxx Xxxxxxxx shall automatically be appointed as a replacement. Any such successor Shareholder Representative shall have authority the same powers and duties as if appointed as the original Shareholder Representative hereunder. The Shareholder Representative or the shareholders shall promptly notify Parent of the appointment of a successor Shareholder Representative. By approval of the Merger as aforesaid, each shareholder of the Company (other than the Shareholder Representative) agrees to bind jointly and severally, indemnify the Transaction Shareholders Shareholder Representative for, and hold him harmless against, any loss, liability, claim or expense, including reasonable attorney's fees, arising out of or in accordance connection with his duties as Shareholder Representative under this Agreement Merger Agreement, including the costs and expenses of defending himself against any other ancillary agreements. No bond such loss, liability, claim or expense in connection herewith, unless such loss, liability, claim or expense shall have been determined by a court of competent jurisdiction to be required a result of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for his services's gross negligence or intentional misconduct.

Appointment of Shareholder Representative. Each (a) By the adoption of this Agreement, the approval of the Transaction Shareholders principal terms of the transactions contemplated hereby, and the consummation of the transactions contemplated hereby or participating in such transactions and receiving the benefits thereof, including the right to receive the consideration payable in connection with such transactions, each Equityholder hereby irrevocably appoints the Shareholder Representative Services LLC as the sole his, her or its representative (“Shareholder Representative”), as true and lawful agent and attorney-in-fact fact, with full power of such Transaction Shareholder substitution, with full power and authority to act for and on behalf of such Transaction Shareholder regarding any matter relating to or arising under any for all purposes of this Agreement and the TransactionAncillary Documents, 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 consummation of the transactions contemplated by Section 2.04; (iv) accepting notices on behalf this Agreement and the Ancillary Documents, agrees to be bound by the provisions of this Agreement or other such agreements and the terms of such transactions. Shareholder Representative hereby accepts such appointment. Shareholder Representative may take any and all actions that it believes are reasonably necessary or appropriate under this Agreement and the Ancillary Documents, including interpreting all of the Transaction Shareholders in accordance with Section 11.05; (v) executing terms and deliveringprovisions of this Agreement and the Ancillary Documents. Each Shareholder acknowledges and agrees that Shareholder Representative, pursuant to this Agreement, has the exclusive authority to act on his, her or its behalf of the Transaction Shareholders, any notices, documents or certificates to be executed by the Transaction Shareholders in connection with this Agreement Agreement, the Ancillary Documents and the Transaction; other transaction documents and related matters, including (vii) granting authorization of payments to be made by any consent or approval on behalf of the Transaction Shareholders Equityholder under this Agreement or any Ancillary Document, (ii) after Closing, the giving and receiving of notices to be given or received by any Equityholder, (iii) the right to resolve, settle, defend, or dispute any claims made by Buyer under this Agreement or any Ancillary Document, including with respect to any adjustments to the Aggregate Purchase Price pursuant to Section 2.6, or take any actions and exercise such other ancillary agreements. As power, rights and authority as set forth herein, (iv) the representative right to retain legal counsel and to engage accountants with respect to matters regarding this Agreement, any Ancillary Document, and related documents, (v) the right to take any other action under this Agreement or any Ancillary Document, including amending this Agreement or any Ancillary Document in any respect, after the Closing on behalf of such Equityholder, (vi) the right to control any privilege, including the attorney-client privilege, relating to the Pre-Sale Communications, including asserting or waiving any such privilege for the benefit of the Transaction ShareholdersEquityholders at its sole discretion, the and (vii) taking any and all other actions specified in or contemplated by this Agreement or any Ancillary Document. All decisions and actions by Shareholder Representative permitted by this Agreement shall act as the agent for the Transaction Shareholders be binding upon all Equityholders, and no Equityholder shall have authority any right to bind object, dissent, protest or otherwise contest the Transaction Shareholders same and all Equityholders agree to be severally and not jointly (in accordance with this Agreement and any other ancillary agreementstheir Pro Rata Share) liable therefor. No bond Buyer shall be required entitled to deal with and rely conclusively on Shareholder Representative as provided herein as if, and with the same effect as if, Shareholder Representative constituted all of the Shareholder Representative, and the Equityholders. Shareholder Representative may resign at any time upon not less than thirty (30) days’ prior written notice to the Equityholders. Upon the death or resignation of Shareholder Representative appointed hereby, Equityholders shall not receive any compensation for his servicesappoint a replacement Shareholder Representative who shall possess and assume the rights, powers, duties and obligations of Shareholder Representative with the same effect as though such substitute representative had originally been Shareholder Representative under this Agreement.

Appointment of Shareholder Representative. Each Elekom and the ----------------------------------------- Shareholders hereby appoint Xxxx Xxxxxx, or his designated successor agreeable to Preferred Shareholders holding more than fifty percent (50%) of the Transaction potential liability set forth on Exhibit A, to serve as Shareholder Representative for all purposes pertaining to this Agreement, who shall be authorized to make all decisions and elections of the Shareholders hereby irrevocably appoints hereunder and agree that the SFI Indemnitees shall be entitled to rely on all actions, decisions, and notice of the Shareholder Representative. The Shareholder Representative has been appointed by Elekom and the Shareholders as the sole agent and their attorney-in-fact fact, for the giving and receipt on their behalf of all notices, instructions and deliveries and for the taking on their behalf of all other actions under this Agreement and the Merger Agreement, to serve in such Transaction capacity until such time as SFI and the Escrow Agent have received joint written notice from all Shareholders that they have appointed a new Shareholders Representative. Accordingly, except as otherwise set forth herein and the Merger Agreement, the Shareholder Representative has unlimited authority and power to act on behalf of such Transaction Shareholder regarding any matter relating the Shareholders with respect to or arising under any this Agreement and the Transactiondisposition, including for the purposes of: (i) receiving any payments due from Parent that are required under the terms settlement or other handling of this Agreement to be paid to the Transaction Shareholdersall claims, rights 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 desirableobligations arising hereunder, as determined provided such actions by the Shareholder Representative its sole discretion, are taken in connection with good faith in the indemnification provisions exercise of reasonable judgment. Except as otherwise set forth in Article X and herein, 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 Shareholder shall be necessary or desirable, as determined bound by all actions taken by the Shareholder Representative in its sole discretionconnection with this Agreement, and the Escrow Agent, Elekom and SFI shall be entitled to rely on any action or decision of the Shareholder Representative in accordance herewith. The Shareholder Representative shall be entitled to reimbursement out of the remaining amount of Escrow Funds on the Escrow Termination Date, prior to distribution of such funds, for any reasonable out-of-pocket expenses incurred by the Shareholder Representative 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 performance 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 representation duties under this Agreement or any other ancillary agreements. As the representative of the Transaction ShareholdersMerger Agreement, the Shareholder Representative shall act as the agent for the Transaction Shareholders including, without limitation, legal fees and shall have authority to bind the Transaction Shareholders in accordance with this Agreement and any other ancillary agreementsexpenses. No bond shall be required of the Shareholder Shareholders Representative, and the Shareholders Representative shall not receive compensation for his or her services. The Shareholder Representative shall not receive be liable for any compensation for act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Shareholders on whose behalf the Escrow Funds were contributed to the Escrow shall severally indemnify the Shareholders Representative and hold the Shareholders Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders Representative and arising out of or in connection with the acceptance or administration of the Shareholders Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholders Representative in connection with his servicesrepresentation of Shareholders.

Appointment of Shareholder Representative. Each of the Transaction Shareholders hereby irrevocably Indemnitor ----------------------------------------- constitutes and appoints the Shareholder Representative as the sole agent his or her true and lawful attorney-in-fact of such Transaction Shareholder to act for and on behalf of such Transaction Shareholder regarding any matter Indemnitor in all matters relating to or arising under any out of this Agreement Article 10 and the Transactionliability or asserted liability of such Indemnitor hereunder, including for the purposes of: (i) receiving any payments due from Parent that are required under the terms of this Agreement to be paid specifically, but without limitation, accepting and agreeing to the Transaction Shareholdersliability of such Indemnitor with respect to any Indemnification Claim, objecting to any Indemnification Claim, disputing the liability of such Indemnitor, or making the amount of such liability, with respect to any payments due from Indemnification Claim and prosecuting and resolving such dispute as herein provided, accepting the Transaction Shareholders that are required under the terms defense, compromise and settlement of this Agreement to be paid to Parent; (ii) taking any action Third Party Claim on behalf of such Indemnitor or refusing to accept the Transaction Shareholders that may same, settling and compromising the liability of such Indemnitor hereunder, instituting and prosecuting such actions (including arbitration proceedings) as the Shareholder Representative shall deem appropriate in connection with any of the foregoing, retaining counsel, accountants, appraisers and other advisers in connection with any of the foregoing, all for the account of the Indemnitor, such Indemnitor agreeing to be necessary or desirablefully bound by the acts, as determined decisions and agreements of the Shareholder Representative taken and done pursuant to the authority herein granted. Each Indemnitor hereby agrees to indemnify and to save and hold harmless the Shareholder Representative from any liability incurred by the Shareholder Representative its sole discretionbased upon or arising out of any act, in connection with the indemnification provisions set forth in Article X and the amendment whether of this Agreement in accordance with Section 11.02 omission or any other ancillary agreement in accordance with its terms; (iii) taking any action on behalf commission, of the Transaction Shareholders Shareholder Representative pursuant to the authority herein granted, other than acts, whether of omission or commission, of the Shareholder Representative that may be necessary constitute gross negligence or desirable, as determined willful misconduct in the exercise 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 servicesherein granted.

Appointment of Shareholder Representative. Each of By approving this Agreement and the Transaction Shareholders hereby transactions contemplated hereby, each Shareholder shall have irrevocably appoints authorized and appointed the Shareholder Stockholders’ Representative as the sole agent Shareholder’s representative and attorney-in-fact of such Transaction Shareholder to act on behalf of such Transaction Shareholder regarding any matter relating person with respect to or arising under any this Agreement and the TransactionAgreement, including for the purposes ofclaims of the Shareholder under Section 7.4 and to take any and all actions and make any decisions required or permitted to be taken by Stockholders’ Representative pursuant to this Agreement, including the exercise of the power to: (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 Parentgive and receive notices and communications; (ii) taking any action on behalf of the Transaction Shareholders that may be necessary initiate, prosecute, agree to, negotiate, enter into settlements and compromises of, and comply with orders 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 otherwise handle any other ancillary agreement matters described in accordance with its termsSection 7.2, Section 7.3 and Section 7.4; (iiiii) taking litigate, arbitrate, resolve, settle or compromise any action on behalf of the Transaction Shareholders that may be necessary or desirableclaim for indemnification pursuant to Section 7.2, as determined by the Shareholder Representative in its sole discretion, in connection with negotiating or entering into settlements, resolutions Section 7.3 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 11.057.4; (v) executing execute and deliveringdeliver all documents necessary or desirable to carry out the intent of this Section 7.2, Section 7.3 and Section 7.4 of Agreement; (vi) make all elections or decisions required under Section 7.2, Section 7.3 and Section 7.4 of Agreement, (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Stockholders’ Representative in complying with its duties and obligations; and (vii) take all actions necessary or appropriate in the good faith judgment of Stockholders’ Representative for the accomplishment of the foregoing. Surviving Corporation shall be entitled to deal exclusively with the Stockholders’ Representative on all matters relating to this Agreement and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of the Transaction Shareholdersany Shareholder by Stockholders’ Representative, and on any notices, documents other action taken or certificates purported to be executed by the Transaction Shareholders in connection with this Agreement and the Transaction; and (vi) granting any consent or approval taken on behalf of any Shareholder by Stockholder Representative, as being fully binding upon such person. No Shareholder shall have the Transaction Shareholders under right to object to, dissent from, protest or otherwise contest the same. The provisions of this Agreement or any other ancillary agreements. As Section, including the representative power of the Transaction Shareholdersattorney granted hereby, the Shareholder Representative shall act as the agent for the Transaction Shareholders are independent and severable, are irrevocable and coupled with an interest and shall have authority to bind the Transaction Shareholders in accordance with this Agreement and not be terminated by any other ancillary agreements. No bond shall be required act of the Shareholder Representativeany one or Shareholder, and the Shareholder Representative shall not receive any compensation for his servicesor by operation of law.

Appointment of Shareholder Representative. Each of the Transaction Shareholders hereby irrevocably Indemnitor ----------------------------------------- constitutes and appoints the Shareholder Representative as the sole agent his or her true and lawful attorney-in-fact of such Transaction Shareholder to act for and on behalf of such Transaction Shareholder regarding any matter Indemnitor in all matters relating to or arising under any out of this Agreement Article 8 and the Transactionliability or asserted liability of such Indemnitor hereunder, including for the purposes of: (i) receiving any payments due from Parent that are required under the terms of this Agreement to be paid specifically, but without limitation, accepting and agreeing to the Transaction Shareholdersliability of such Indemnitor with respect to any Indemnification Claim, objecting to any Indemnification Claim, disputing the liability of such Indemnitor, or making the amount of such liability, with respect to any payments due from Indemnification Claim and prosecuting and resolving such dispute as herein provided, accepting the Transaction Shareholders that are required under the terms defense, compromise and settlement of this Agreement to be paid to Parent; (ii) taking any action Third Party Claim on behalf of such Indemnitor or refusing to accept the Transaction Shareholders that may same, settling and compromising the liability of such Indemnitor hereunder, instituting and prosecuting such actions (including arbitration proceedings) as the Shareholder Representative shall deem appropriate in connection with any of the foregoing, retaining counsel, accountants, appraisers and other advisers in connection with any of the foregoing, all for the account of the Indemnitor, such Indemnitor agreeing to be necessary or desirablefully bound by the acts, as determined decisions and agreements of the Shareholder Representative taken and done pursuant to the authority herein granted. Each Indemnitor hereby agrees to indemnify and to save and hold harmless the Shareholder Representative from any liability incurred by the Shareholder Representative its sole discretionbased upon or arising out of any act, in connection with the indemnification provisions set forth in Article X and the amendment whether of this Agreement in accordance with Section 11.02 omission or any other ancillary agreement in accordance with its terms; (iii) taking any action on behalf commission, of the Transaction Shareholders Shareholder Representative pursuant to the authority herein granted, other than acts, whether of omission or commission, of the Shareholder Representative that may be necessary constitute gross negligence or desirable, as determined willful misconduct in the exercise 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 authority herein granted. This appointment is irrevocable and coupled 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 Representativean interest, and the Shareholder Representative shall not receive any compensation for his servicesmay under no circumstances be revoked.

Appointment of Shareholder Representative. Each (a) Effective upon and by virtue of the Transaction Shareholders hereby irrevocably appoints the Company Shareholder Representative as the sole agent Approval, and attorney-in-fact without any further act 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 be appointed as the representative of the Shareholders and as the attorney-in-fact and agent for the Transaction Shareholders and on behalf of each Shareholder solely with respect to those matters set forth in Article 2, Article 7 and Article 9. The Shareholder Representative hereby accepts such appointment. The Shareholder Representative shall have the authority to bind take any and all actions and make any decisions required or permitted to be taken by the Transaction Shareholders in accordance with Shareholder Representative under this Agreement and such other actions on behalf of such Shareholders as it may deem necessary or appropriate in connection with or to consummate the transactions contemplated hereby or thereby, including the exercise of the power to (i) agree to, negotiate, enter into settlements and compromises of, commence any suit, action or proceeding, and comply with orders of courts with respect to those matters set forth in Article 2, Article 7 and Article 9, (ii) litigate, resolve, settle or compromise any dispute that may arise pursuant to Article 2, Article 7 and Article 9, and (iii) take all actions necessary in the judgment of the Shareholder Representative for the accomplishment of the foregoing. The Shareholder Representative will have sole authority and power to act on behalf of each Shareholder with respect to the disposition, settlement or other ancillary agreementshandling of all claims pursuant to Article 2, Article 7 and Article 9 and all related rights or obligations of the Shareholders arising under this Agreement. No bond The Shareholder Representative shall be required of use commercially reasonable efforts, based on contact information available to the Shareholder Representative, and to keep the Shareholders reasonably informed with respect to actions of the Shareholder Representative pursuant to the authority granted the Shareholder Representative under this Agreement. Each Shareholder shall not receive promptly provide written notice to the Shareholder Representative of any compensation for his serviceschange of address of such Shareholder.

Appointment of Shareholder Representative. Each By virtue of the Transaction approval of the Merger and this Agreement by the Company Stockholder Approval, each of the Company Shareholders hereby irrevocably appoints shall be deemed to have agreed to appoint the Shareholder Representative as the sole its agent and attorney-in-fact of such Transaction Shareholder to act fact, as the representative of, for and on behalf of, the Company Shareholders to take all actions under this Agreement that are to be taken by the Shareholder Representative, including to amend this Agreement, to waive any provision of this Agreement, to negotiate payments due pursuant to this Agreement, to give and receive notices and communications, to authorize payment to any Indemnified Party in satisfaction of claims by any Indemnified Party, to object to such Transaction payments, to agree to, negotiate, enter into settlements and compromises of, comply with orders of courts with respect to, and to assert any claims by any Indemnified Party against any Company Shareholder regarding or by any matter such Company Shareholder against any Indemnified Party or any dispute between any Indemnified Party and any such Company Shareholder, in each case relating to or arising under any this Agreement or the Transactions, and to take all other actions that are either (a) necessary or appropriate in the Transaction, including judgment of the Shareholder Representative for the purposes of: accomplishment of the foregoing or (ib) receiving any payments due from Parent that are required under specifically mandated by the terms of this Agreement Agreement. The Shareholder Representative may be changed by the Company Shareholders from time to be paid time upon not less than thirty (30) days’ prior written notice to Parent and upon the Transaction Shareholders, or making any payments due from the Transaction Shareholders that are required under the terms prior written consent of this Agreement to be paid to Parent; (ii) taking any action on behalf holders of at least a two-thirds of the Transaction Shareholders that may be necessary or desirable, issued and outstanding Company Common Stock as determined by of the Effective Date. In the event a vacancy in the position of Shareholder Representative its sole discretionexists for fifteen (15) or more days, 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 Parent shall have authority the right to bind the Transaction Shareholders in accordance with this Agreement and any other ancillary agreementspetition a court of competent jurisdiction to appoint a replacement Shareholder Representative. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for his its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the Company Shareholders.