Appointment of Shareholders’ Representative. (a) If the Wood Proposal obtains the Wood Shareholder Approval, effective upon such vote, and without further act of any Shareholder, Xxxxx Xxxxxxxx shall be appointed (and by his execution of this Agreement indicates his acceptance of such appointment) as the Shareholders' representative (the "Shareholders' Representative") for: -----------------------------
(i) each Shareholder and the Shareholder Group (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under California Law), for and on behalf of the Shareholder and the Shareholder Group with respect to Wood Losses, to assert claims for Wood Losses, to give and receive notices and communications, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, claims for Wood Losses, and to take all actions necessary or appropriate in the judgment of the Shareholders' Representative for the accomplishment of the foregoing, and
(ii) each Shareholder and the Shareholder Group (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under California Law), with respect to iPrint Losses, to give and receive notices and communications, to authorize delivery to iPrint of shares from the Escrow Account in satisfaction of claims by iPrint, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholders' Representative for the accomplishment of the foregoing.
(b) The appointment of the Shareholders' Representative and such agency may be changed by the Shareholders from time to time upon prior written notice to iPrint; provided that the Shareholders' Representative may not be removed unless holders of two-thirds of the Escrowed Shares then in the Escrow Account (or if no Escrow Shares then remain in the Escrow Account, two-thirds in interest of the Shareholders holdings shares of iPrint among the Shareholders Group) agree to the removal and to the identity of the replacement Shareholders' Representative. The Shareholders' Representative shall have the right to resign from the appointment as such upon thirty (30) days written notice to the Shareholders and to the Parent Corporation. Any vacancy in the positi...
Appointment of Shareholders’ Representative. Upon execution of this Agreement by the Shareholders and the Company Shareholder Parties, effective as of the date of this Agreement and without any further action by the Shareholders and the Company Shareholder Parties, Xxxxxxx Xxxxx shall be appointed as agent and attorney-in-fact (the “Shareholders’ Representative”) for each Shareholders and the Company Shareholder Parties. The Shareholders’ Representative shall have full power and authority to represent all of the Shareholders and the Company Shareholder Parties and their successors and assigns with respect to all matters arising under this Agreement and the Ancillary Agreements to which all of the Shareholders and the Company Shareholder Parties are parties (collectively, the “Representative Agreements”) and all actions taken by the Shareholders’ Representative hereunder and thereunder shall be binding upon all such Shareholders and the Company Shareholder Parties and their successors and assigns as if expressly confirmed and ratified in writing by each of them; the Purchaser and its Affiliates may rely on all communications and approvals, consents or disapprovals from the Shareholders’ Representative despite receipt by the Purchaser, its Affiliates or their counsel of any information, communications or instructions from any other party to the contrary. The Shareholders’ Representative shall take any and all actions which he believes are necessary or appropriate under this Agreement and the Representative Agreements for and on behalf of the Shareholders and the Company Shareholder Parties, as fully as if the Shareholders and the Company Shareholder Parties were acting on their own behalf, including, without limitation, defending all Indemnification Claims against the Shareholders or the Company Shareholder Parties pursuant to Article VI, consenting to, compromising or settling all Indemnification Claims, conducting negotiations with the Purchaser and its agents regarding such claims, dealing with the Purchaser under this Agreement and the Representative Agreements with respect to all matters arising hereunder and thereunder, taking any and all other actions specified in or contemplated by this Agreement and the Representative Agreements, and engaging counsel or accountants in connection with the foregoing matters. Without limiting the generality of the foregoing, the Shareholders’ Representative shall have full power and authority to interpret all the terms and provisions of this Agreement and the Rep...
Appointment of Shareholders’ Representative. The parties to this Agreement hereby agree to the appointment of Xxxxxxx XxxXxxxxx (the "Shareholders Representative") as representative of the parties to this Agreement, for the purpose of negotiating and entering into the Share Exchange Agreement on their behalf.
Appointment of Shareholders’ Representative. (a) Each Company Shareholder who votes in favor of this Agreement or executes a Shareholder Written Consent in approval of this Agreement and the Merger, or whose shares of Company Common Stock are converted into the right to receive the Per Share Merger Consideration pursuant to Section 1.5(c) (excluding, for the avoidance of doubt, any holder of Dissenting Shares), irrevocably constitutes and appoints Xxxx X. Xxxx (“Xxxx”) as “Shareholders’ Representative” to act as such Company Shareholder’s true and lawful attorney-in-fact and agent and authorizes Shareholders’ Representative acting for such Company Shareholder and in such Company Shareholder’s name, place and stead, in any and all capacities, to participate in the process for calculating the Aggregate Merger Consideration and the Per Share Merger Consideration as set forth in Section 1.6(c) and to take any and all action that requires or permits action by Shareholders’ Representative from time to time as Shareholders’ Representative may deem necessary or desirable in connection with this Agreement, including making or entering into any waiver to or amendment of this Agreement, entering into and delivering any agreement, opinion, certificate or other document contemplated hereunder, or taking any and all such additional action as may be necessary or appropriate in the judgment of the Shareholders’ Representative for the accomplishment of the foregoing.
(b) Each Company Shareholder who votes in favor of this Agreement or executes a Shareholder Written Consent in approval of this Agreement and the Merger, or whose shares of Company Common Stock are converted into the right to receive the Per Share Merger Consideration pursuant to Section 1.5(c) (excluding, for the avoidance of doubt, any holder of Dissenting Shares), grants unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the matters described above, hereby ratifying and confirming all that Shareholders’ Representative may lawfully do or cause to be done by virtue hereof.
(c) Each Company Shareholder who votes in favor of this Agreement or executes a Shareholder Written Consent in approval of this Agreement and the Merger, or whose shares of Company Common Stock are converted into the right to receive the Per Share Merger Consideration pursuant to Section 1.5(c) (excluding, for the avoidance of doubt, any holder of Dissenting Shares), agrees t...
Appointment of Shareholders’ Representative. By approval of this ------------------------------------------- Agreement (by written consent or at a duly authorized Shareholders' meeting) each Shareholder shall be deemed to have irrevocably appointed Xxxxx Xxxxxxxxxxxx, the "Shareholders' Representative") to represent the interests of the Shareholders and the Shareholders in connection with the Escrow Agreement and to act as the attorney in fact of the Shareholders and the Shareholders to contest, settle, compromise or otherwise dispose of any claim made by PETsMART in respect of this Agreement, and to take all steps, including engaging counsel to represent the Shareholders, reasonably necessary or desirable in connection therewith. No further documentation shall be required to evidence such appointment, and such power of attorney shall be coupled with an interest, thereby confirming such appointment as irrevocable. The Shareholders' Representative shall be empowered to act with respect to all matters arising under this Agreement and the Escrow Agreement after the Closing Date. The Shareholders' Representative shall not be liable to the Shareholders by reason of any error of judgment or for any act done or step taken or omitted by them in good faith or for any mistake of fact or law for anything which he may do or refrain from doing in connection herewith unless caused by or arising out of his own gross negligence or willful misconduct. The Shareholders' Representative shall be entitled to treat as genuine any letter, paper, facsimile, telex, or other document reasonably believed by him to be genuine.
Appointment of Shareholders’ Representative. (a) As, and by voting in favor of or consenting to the Merger and/or by virtue of the approval of the Merger, the Company Stockholders and Optionholders shall be deemed to have approved the designation of Providence Equity Partners, Inc. (in such capacity the “Shareholders’ Representative”) as, the attorney-in-fact and agent for and on behalf of each Company Stockholder and Optionholder and their respective heirs, successors and assigns with respect to the post-Closing adjustments contemplated by Section 2.5, claims for indemnification under this Article IX and the taking by the Shareholders’ Representative of any and all actions and the making of any decisions required or permitted to be taken by the Shareholders’ Representative
Appointment of Shareholders’ Representative. For purposes of this Agreement, pursuant to the Shareholder Approval and this Agreement, the Shareholders hereby designate the Shareholders’ Representative to serve as the true and lawful attorney-in-fact and agent of the Shareholders for the purposes contemplated by this Agreement.
Appointment of Shareholders’ Representative. (a) Each of the Shareholders hereby irrevocably appoints the Person designated from time to time pursuant to Section 4.11(f) as its true and lawful attorney-in-fact, to act as his representative (each, a "Shareholders' Representative") under this Agreement and, as such, to act, as such Shareholder's agent (with full power of substitution), to take such action on such Shareholder's behalf with respect to all matters relating to this Agreement, the related documents and all transactions herein and therein. Danixx X.
Appointment of Shareholders’ Representative. 43 ARTICLE X
Appointment of Shareholders’ Representative. 47 15.1 Appointment....................................................................................47 15.2 Successor......................................................................................48 15.3
