Appointment of Shareholders' Representative. For purposes of (i) negotiating and settling, on behalf of the Corporation’s shareholders, any dispute that arises under this Agreement after the Effective Time, (ii) accepting delivery of notices hereunder to the former Corporation stockholders after the Effective Time, (iii) negotiating and settling matters with respect to the amounts to be paid to the holders of Units of the Liquidating Trust pursuant to the Liquidating Trust Agreement, if any, the Shareholders Representative is hereby appointed, authorized and empowered to be the exclusive representative, agent and attorney-in-fact of the Corporation shareholders and holders of Units of the Liquidating Trust, with full power of substitution, to make all decisions and determinations and to act (or not act) and execute, deliver and receive all agreements, documents, instruments and consents on behalf of and as agent for such Corporation shareholders or holders of Units of the Liquidating Trust at any time in connection with, and that may be necessary or appropriate to accomplish the intent and implement the provisions of this Agreement and the Liquidating Trust Agreement, and to facilitate the consummation of the transactions contemplated hereby and thereby. By executing this Agreement, the Shareholders Representative accepts such appointment, authority and power. Without limiting the generality of the foregoing, the Shareholders Representative shall have the power to take any of the following actions on behalf of the Corporation’s former shareholders: to give and receive notices, communications and consents under this Agreement and the Liquidating Trust Agreement on behalf of the Corporation’s former shareholders and holders of Units of the Liquidating Trust; to negotiate, enter into settlements and compromises of, resolve and comply with orders of courts and other third-party intermediaries with respect to any disputes arising under this Agreement or the Liquidating Trust Agreement; and to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Shareholders Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the activities described in this Section 5.12.
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: -----------------------------
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. Each of the Shareholders does hereby irrevocably make, constitute and appoint the Shareholders’ Representative as his, her or its agent, to act in his, her or its name, place and stead, as such Shareholder’s attorney-in-fact, to (i) execute and deliver all documents necessary or desirable to carry out the intent of the this Agreement (including in the name of, or on behalf of, such Shareholder), (ii) make all elections or decisions entered into in connection with this Agreement, (iii) hold such Shareholder’s equity securities of the Company and transfer, exercise or convert such equity securities, as the case may be, in accordance with the terms hereof, (iv) act on such Shareholder’s behalf in connection with all obligations and agreements of the Shareholders under this Agreement, (v) amend, waive or otherwise change the terms or conditions of this Agreement on behalf of such Shareholder, (vi) give and receive on behalf of the Shareholders any and all notices from or to any Shareholder or Shareholders under the Agreement, and (vii) otherwise exercise all rights of such Shareholder and otherwise act on behalf of such Shareholder under the Agreement and in connection with the Acquisition, in each case as if such Shareholder had personally done such act, and the Shareholders’ Representative hereby accepts such appointment. The death, incapacity, dissolution, liquidation, insolvency or bankruptcy of any Shareholder shall not terminate such appointment or the authority and agency of the Shareholders’ Representative. The power-of-attorney granted in this Section 2.10(a) is coupled with an interest and is irrevocable.
Appointment of Shareholders' Representative. The Shareholders irrevocably constitute and appoint Srinx Xxxxx xx the Shareholders' Representative who shall act as their agent and attorney-in-fact to modify or amend this Agreement or any of its terms or provisions (including modifications, amendments or changes subsequent to the Effective Time except that after approval by Shareholders, changes cannot be made which adversely impact the Share Consideration to be paid to the Shareholders), to take all actions and to execute all transaction documents necessary or desirable to consummate the transactions contemplated by this Agreement, and to take all actions and to execute all documents which may be necessary or desirable in connection therewith, to give and receive consents and all notices hereunder, and to perform any other act arising under or pertaining to this Agreement and the transactions contemplated. The Shareholders agree that service of process upon the Shareholders' Representative in any action or proceeding arising under or pertaining to this Agreement shall be deemed to be a valid service of process upon the Shareholders and any claim by Parent against the Shareholders with respect to this Agreement may be asserted against, and settled with, the Shareholders' Representative. The Shareholders' Representative shall be deemed to have accepted the appointment upon his execution of this Agreement.
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. Each Shareholder constitutes and appoints Reid X. Xxxxxxx xxx Jamex X. Xxxxx, X.M.D. (collectively the "Shareholders' Representative") as his true and lawful attorney-in-fact to act for and on behalf of such Shareholders in all matters relating to or arising out of this Section 7. and the liability or asserted liability of such Shareholder, hereunder, including specifically, but without limitation, accepting and agreeing to the liability of such Shareholder with respect to any indemnification claim, objecting to any indemnification claim, disputing the liability of such Shareholder, or the amount of such liability, with respect to any indemnification claim and prosecuting and resolving such dispute as herein provided, accepting the defense, compromise and settlement of any Third Party Claim on behalf of such Shareholder or refusing to accept the same, settling and compromising the liability of such Shareholder hereunder, instituting and prosecuting such actions (including arbitration proceedings) as the Shareholders' 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 Shareholder, such Shareholder agreeing to be fully bound by the acts, decisions and agreements of the Shareholder Representative taken and done pursuant to the authority herein granted. Each Shareholder hereby agrees to indemnify and to save and hold harmless the Shareholders' Representative from any liability incurred by the Shareholders' Representative based upon or arising out of any act, whether of omission or commission, of the Shareholders' Representative pursuant to authority herein granted, other than acts, whether of omission or commission, of the Shareholders' Representative that constitute willful misconduct in the exercise by the Shareholders' Representative of the authority herein granted. The death or incapacity of any Shareholder shall not terminate the authority and agency of the Shareholders' Representative. In the event of the resignation of either Reid X. Xxxxxxx xx Jamex X. Xxxxx, X.M.D., the other party shall continue 41 47 as Shareholders' Representative hereunder and in the event of the resignation of such other party, the resigning Shareholders' Representative shall appoint a successor either from among the Shareholders or who shall otherwise be acceptable to ISI and InfoCure and who shall agree in writing to accep...
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. 47 15.1 Appointment....................................................................................47 15.2 Successor......................................................................................48 15.3
Appointment of Shareholders' Representative. Pursuant to the Merger Agreement, by approving the Merger Agreement and the consummation of the transactions contemplated thereby, and/or participating in the Merger and receiving the benefits thereof, including the right to receive the Earn-Out Consideration, each Holder is deemed to have irrevocably approved the appointment and designation of, and has appointed and designated, Fortis Advisors LLC as its true and lawful attorney-in-fact and exclusive agent with full power of substitution, to do any and all things and execute any and all documents which may be necessary, convenient or appropriate to facilitate the performance of all obligations under this Agreement. Without in any way diminishing the foregoing, Section 10.14 of the Merger Agreement is incorporated hereby.
