Common use of Appointment of Shareholders' Representative Clause in Contracts

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. 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 consent to be the exclusive representative, agent appointment of Andxxx Xxxxxxx xx the representative and attorney-in-fact of the Corporation shareholders for 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: Shareholders, and to give the taking by the Shareholders' Representative of any and receive notices, communications all actions and consents the making of any decisions required or permitted to be taken by him under this Agreement and or the Liquidating Trust Escrow Agreement, including, without limitation, the exercise of the power to (i) execute the Escrow Agreement on behalf of the Corporation’s former shareholders and holders Shareholders, (ii) authorize delivery to JDA of Units Escrow Shares in satisfaction of the Liquidating Trust; to Indemnification Claims, (iii) agree to, negotiate, enter into settlements and compromises of, resolve of and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims, (iv) resolve any Indemnification Claims and (v) take all actions necessary in the judgment of the Shareholders' Representative for the accomplishment of the foregoing and all of the other third-party intermediaries terms, 49 54 conditions and limitations of this Agreement and the Escrow Agreement. Accordingly, the Shareholders' Representative has unlimited authority and power to act on behalf of each Shareholder with respect to this Agreement and the Escrow Agreement and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement. The Shareholders will be bound by all actions taken by the Shareholders' Representative in connection with this Agreement, and JDA shall be entitled to rely on any action or decision of the Shareholders' Representative. The Shareholders' Representative will incur no liability with respect to any disputes arising action taken or suffered by him in reliance upon any notice, direction, instruction, Consent, statement or other document believed by him to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his own willful misconduct or bad faith. At any time during the term of the Escrow Agreement, holders of a majority of the Escrow Shares subject to Indemnification Claims under this Agreement Article IX may, by written consent, appoint a new representative as the Shareholders' Representative by sending notice and a copy of the written consent appointing such new representative signed by holders of a majority of the Escrow Shares to JDA and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the Consent or the Liquidating Trust Agreement; date such Consent is received by JDA 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 5.12Escrow Agent.

Appointment of Shareholders' Representative. For purposes of (i) negotiating and settlingthis Agreement, on behalf of the Corporation’s shareholders, any dispute that arises under this Agreement after the Effective Time, (ii) accepting delivery of notices hereunder Shomiti Shareholders consent to the former Corporation stockholders after appointment of Xxxxxxx Xxxxx as 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 representative and attorney-in-fact of the Corporation shareholders for 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: Shomiti Shareholders (the "Shareholders' Representative"), and to give the taking by the Shareholders' Representative of any and receive notices, communications all actions and consents the making of any decisions required or permitted to be taken by him under this Agreement and or the Liquidating Trust Escrow Agreement, including, without limitation, the exercise of the power to (i) execute the Escrow Agreement on behalf of the Corporation’s former shareholders and holders Shomiti Shareholders, (ii) authorize delivery to Finisar of Units Escrow Shares in satisfaction of the Liquidating Trust; to Indemnification Claims, (iii) agree to, negotiate, enter into settlements and compromises of, resolve of and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims, (iv) resolve any Indemnification Claims and (v) take all actions necessary in the judgment of the Shareholders' Representative for the accomplishment of the foregoing and all of the other third-party intermediaries terms, conditions and limitations of this Agreement and the Escrow Agreement. Accordingly, the Shareholders' Representative has unlimited authority and power to act on behalf of each shareholder of Shomiti with respect to the disposition, settlement or other handling of all Indemnification Claims. With respect to any interest in the Escrow, each shareholder of Shomiti will be bound by all actions taken by the Shareholders' Representative in connection with all Indemnification Claims, and Finisar shall be entitled to rely on any action or decision of the Shareholders' Representative. The Shareholders' Representative will incur no liability with respect to any disputes action taken or suffered by him in reliance upon any notice, direction, instruction, consent, statement or other document believed by him to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his own willful misconduct or bad faith. In all questions arising under this Agreement or the Liquidating Trust Escrow Agreement; , the Shareholders' Representative may rely on the advice of counsel, and the Shareholders' Representative will not be liable to makeanyone for anything done, executeomitted or suffered in good faith by the Shareholders' Representative based on such advice. Except as expressly provided herein, 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 the Shareholders' Representative will not be required to take any action involving any expense (including consultation of his legal counsel) unless the payment of such expense is made or provided for in a manner satisfactory to him. The former Shomiti Shareholders on whose behalf the Escrow Shares were contributed to the Escrow Fund shall severally indemnify the Shareholders' Representative and all action that hold the Shareholders RepresentativeShareholders' Representative harmless against any loss, in its sole liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Representative and absolute discretion, may consider necessary arising out of or proper or convenient in connection with the acceptance or to carry out administration of the activities described in this Section 5.12.Shareholders' Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholders' Representative. At any

Appointment of Shareholders' Representative. For purposes of (i) negotiating and settlingthis Agreement, on behalf of the Corporation’s shareholders, any dispute that arises under this Agreement after the Effective Time, (ii) accepting delivery of notices hereunder Tsunami shareholders hereby consent to the former Corporation stockholders after appointment of Xxxxxxxxx X. Lego as 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 representative and attorney-in-fact of the Corporation shareholders for 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: Tsunami shareholders (the "Shareholders' Representative"), and to give the taking by the Shareholders' Representative of any and receive notices, communications all actions and consents the making of any decisions required or permitted to be taken by her under this Agreement and Agreement, including, without limitation, the Liquidating Trust Agreement on behalf exercise of the Corporation’s former shareholders and holders power to: (i) agree to a reduction in the Earn-Out Consideration in satisfaction of Units of the Liquidating Trust; to Indemnification Claims, (ii) agree to, negotiate, enter into settlements and compromises of, resolve of and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims, (iii) resolve any Indemnification Claims and (iv) take all actions necessary in the judgment of the Shareholders' Representative for the accomplishment of the foregoing and all of the other third-party intermediaries terms, conditions and limitations of this Agreement. Accordingly, the Shareholders' Representative has unlimited authority and power to act on behalf of each Tsunami shareholder with respect to this Agreement and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement. The Tsunami shareholders will be bound by all actions taken by the Shareholders' Representative in connection with this Agreement, and Stratos shall be entitled to rely on any action or decision of the Shareholders' Representative. The Shareholders' Representative will incur no liability with respect to any disputes action taken or suffered by her in reliance upon any notice, direction, instruction, consent, statement or other document believed by her to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except her own willful misconduct or bad faith. In all questions arising under this Agreement Agreement, the Shareholders' Representative may rely on the advice of counsel, and the Shareholders' Representative will not be liable to anyone for anything done, omitted or suffered in good faith by the Liquidating Trust Agreement; and to makeShareholders' Representative based on such advice. Except as expressly provided herein, 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 the Shareholders' Representative will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to her. At any time prior to the Earn-Out Payment Date, the former holders of a majority of the shares of Tsunami Capital Stock immediately prior to the Effective Time may, by written consent, appoint a new representative as the Shareholders' Representative by sending notice and all action that a copy of the Shareholders Representative, written consent appointing such new representative signed by the former holders of a majority of the shares of Tsunami Capital Stock to Stratos. Such appointment will be effective upon the later of the date indicated in its sole and absolute discretion, may consider necessary the consent or proper or convenient in connection with or to carry out the activities described in this Section 5.12date such consent is received by Stratos.

Appointment of Shareholders' Representative. For purposes (a) Each of the Company Shareholders and the Company (i) negotiating and settling, on behalf of the Corporation’s shareholdersCompany Shareholders) hereby designates Endeavour Capital Fund III, L.P., a Delaware limited partnership, as the exclusive representative and agent of the Company Shareholders (“Shareholders’ Representative”) to execute any dispute that arises under and all instruments or other documents on behalf of the Company Shareholders, and to do any and all other acts or things on behalf of the Company Shareholders, which Shareholders’ Representative may deem necessary or advisable, or which may be required pursuant to this Agreement, the Related Agreement, the Escrow Agreement after or otherwise, in connection with the Effective Timeconsummation of the transactions contemplated hereby. Each of the Company Shareholders and the Company (on behalf of the Company Shareholders) hereby irrevocably appoints, (ii) accepting delivery of notices hereunder and consents to the former Corporation stockholders after the Effective Timedesignation of Endeavour Capital Fund III, (iii) negotiating and settling matters with respect L.P., a Delaware limited partnership, its successor or its designee, 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 act as such Company Shareholder’s exclusive representative, agent and attorney-in-fact of the Corporation shareholders and holders of Units of the Liquidating Trustagent, with full power of substitution, to make all decisions act in the name, place and determinations and stead of such Person with respect to the matters identified herein or arising hereunder, including the power (i) to act for such Person with regard to matters pertaining to indemnification referred to in this Agreement; (or not actii) to execute and execute, deliver and receive all agreements, documents, instruments and consents on behalf of such Person all ancillary agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and as agent for such Corporation shareholders or holders of Units of the Liquidating Trust at any time other documents Shareholders’ Representative deems appropriate in connection withwith responding to, and that may be necessary compromising or appropriate settling any claims made pursuant 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 Escrow Agreement 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: Related Agreement; (iii) to give and receive notices, all notices and communications and consents to be given or received under this Agreement, the Escrow Agreement and the Liquidating Trust Related Agreement and to receive service of process in connection with any claims under this Agreement, the Escrow Agreement and the Related Agreement; and (iv) to take all other actions which under this Agreement, the Escrow Agreement and the Related Agreement may be taken by Shareholders’ Representative and to do or refrain from doing any further act or deed 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 such Person which Shareholders’ Representative deems necessary 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, appropriate in its sole discretion relating to the subject matter of this Agreement, the Escrow Agreement and absolute discretion, may consider necessary the Related Agreement as fully and completely as such Person could do if personally present. The death or proper or convenient in connection with or incapacity of any such Person shall not terminate the agency and power granted hereby to carry out the activities described in this Section 5.12Shareholders’ Representative.

Appointment of Shareholders' Representative. For purposes (a) Each of the Seller Parties hereby appoints Xxxxxx X. Xxxxx, Xx. (iin such capacity, the “Shareholders’ Representative”) negotiating as the attorney-in-fact of such Seller Party, with full power and settlingauthority, including power of substitution, acting in the name of and for and on behalf of such Seller Party to amend or waive any provision of this Agreement (including the Corporation’s shareholderswaiver of any breach by the Purchaser or the waiver of any condition precedent to Closing) or to terminate this Agreement pursuant to the provisions of Section 3.2, and to do all other things and to take all other action under or related to this Agreement which, in the sole and absolute discretion of the Shareholders’ Representative, the Shareholders’ Representative considers necessary or proper, to receive and/or deliver any and all notices required to be delivered or sent by such Seller Party or the Shareholders’ Representative pursuant to this Agreement and to represent the Seller Parties in, control the disposition of or otherwise resolve, any dispute that arises under with the Purchaser over any aspect of this Agreement after (including any Closing Retained Earnings as of the Effective TimeClosing Date dispute or indemnification obligations hereunder), (ii) accepting delivery and on behalf of notices hereunder such Seller Party to enter into any agreement, instrument or other document to effectuate any of the former Corporation stockholders after foregoing, which shall have the Effective Timeeffect of binding such Seller Party as if such Seller Party had personally entered into such agreement, (iii) negotiating instrument or document. This appointment and settling matters power of attorney shall be deemed to be coupled with an interest and all authority conferred hereby shall be irrevocable and shall not be subject to termination by operation of law, whether by the death or incapacity or bankruptcy, liquidation or dissolution of any Seller Party, or the occurrence of any other event or events, and none of the Seller Parties may terminate this power of attorney with respect to any Seller Party or such Seller Party’s successors, assigns, beneficiaries, or heirs without the amounts prior written consent of the Purchaser. The Purchaser and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Shareholders’ Representative as the action of each Seller Party, and the Seller Parties as a group, in all matters referred to herein, and each Seller Party hereby authorizes and ratifies all that the Shareholders’ Representative shall do or cause to be paid to done by virtue of its appointment of Shareholders’ Representative. All actions by the holders of Units of Shareholders’ Representative (in his or its capacity as such) are acknowledged by the Liquidating Trust pursuant to the Liquidating Trust Agreement, if any, the Shareholders Representative is hereby appointed, authorized and empowered parties to be the exclusive representative, taken by it solely as 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 5.12each Seller Party.

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 by their signature hereto hereby appointed, authorized and empowered to be appoint Ziv Karni as the exclusive representative, agent representative and attorney-in-fact of the Corporation shareholders for 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: Shareholders (the “Shareholders’ Representative”), and to give the taking by the Shareholders’ Representative of any and receive notices, communications all actions and consents the making of any decisions required or permitted to be taken by him under this Agreement or the Escrow Agreement, including, without limitation, entering into the Escrow Agreement for the benefit of the Shareholders and the Liquidating Trust Agreement on behalf exercise of the Corporation’s former shareholders power to (i) make any and holders all decisions entitled to be made thereby under the Escrow Agreement, including without limitation, any and all decisions about distribution of Units any amounts out of the Liquidating Trust; to Exxxxx Xxxx, (xx) defend, settle, administer and otherwise make any and all decisions in connection with any claims for indemnification hereunder, (iii) agree to, negotiate, enter into settlements and compromises of, resolve of and comply with orders of courts and awards of arbitrators with respect to such claims for indemnification, (iv) resolve any such claims for indemnification, and (v) take all actions necessary in the judgment of the Shareholders’ Representative for the accomplishment of the foregoing and all of the other third-party intermediaries terms, conditions and limitations of this Agreement and the Escrow Agreement. Accordingly, the Shareholders’ Representative has unlimited authority and power to act on behalf of each Shareholder with respect to the Escrow Agreement and the disposition, settlement or other handling of all claims for indemnification hereunder. Each Shareholder will be bound by all actions taken by the Shareholders’ Representative in connection with all claims for indemnification made hereunder, and Buyer Indemnified Party shall be entitled to rely on any action or decision of the Shareholders’ Representative. The Shareholders’ Representative will incur no liability with respect to any disputes action taken or suffered by him in reliance upon any notice, direction, instruction, consent, statement or other document believed by him to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his own willful misconduct or bad faith. In all questions arising under this Agreement or the Liquidating Trust Escrow Agreement; , the Shareholders’ Representative may rely on the advice of counsel, and the Shareholders’ Representative will not be liable to makeanyone for anything done, executeomitted or suffered in good faith by the Shareholders’ Representative based on such advice. Except as expressly provided herein, 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 the Shareholders’ Representative will not be required to take any and all action that involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him. In the event the Shareholders’ Representative shall cease to serve in such capacity for any reason, the Shareholders Representative, in its sole having at such time a majority of the proportional interests of the Escrow Amount (out of the aggregate proportional interests thereof of all such Shareholders) shall appoint a new representative as the Shareholders’ Representative by sending notice of such appointment to the Buyer and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the activities described in Escrow Agent (and the provisions of this Section 5.127.8 shall apply with respect to such newly appointed Shareholders’ Representative as if originally appointed by the Shareholders hereunder). Such appointment will be effective upon the later of the date indicated in such notice or the date such notice is received by the Buyer and the Escrow Agent.

Appointment of Shareholders' Representative. For purposes Upon execution of (i) negotiating and settlingthis Agreement by the Shareholders, on behalf effective as of the Corporation’s shareholders, any dispute that arises under date of this Agreement after and without any further action by the Effective TimeShareholders, (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 Xxxx X. Xxxxx will 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, appointed as agent and attorney-in-fact (the “Shareholders’ Representative”) for each Shareholder. The Shareholders’ Representative shall have full power and authority to represent all of the Corporation shareholders Shareholders and holders of Units of the Liquidating Trust, their successors with full power of substitution, respect 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 matters arising under this Agreement and the Liquidating Trust AgreementAncillary Agreements to which all of the Shareholders 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 their successors as if expressly confirmed and ratified in writing by each of them. 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, as fully as if the Shareholders were acting on their own behalf, including, without limitation, defending all Indemnification Claims against the Shareholders pursuant to Article IX, consenting to, compromising or settling all Indemnification Claims, conducting negotiations with Purchaser and its agents regarding such claims, dealing with Purchaser under this Agreement and the Representative Agreements with respect to all matters 60 arising hereunder and thereunder, taking any and all other actions specified in or contemplated by this Agreement and the Representative Agreements, and to facilitate engaging counsel, accountants or other Shareholders’ Representatives in connection with the consummation of the transactions contemplated hereby and thereby. By executing this Agreement, the Shareholders Representative accepts such appointment, authority and powerforegoing matters. Without limiting the generality of the foregoing, the Shareholders Shareholders’ Representative shall have full power and authority to interpret all the power to take any terms and provisions 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 Representative Agreements and to consent to any amendment hereof or thereof 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 Shareholders and other writings, and, such successors. The Shareholders’ Representative shall act as promptly as reasonably possible 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 carrying out the activities described in this Section 5.12his duties.

Appointment of Shareholders' Representative. For purposes of (i) negotiating CRG does hereby designate and settlingappoint, on behalf and the Merger Consideration Recipients by their vote or written consent for the Merger and acceptance of the Corporation’s shareholdersMerger Consideration, any dispute that arises under this Agreement and the Option Holders and Phantom Stock Holders by their execution and delivery of the Cancellation Agreements, shall be deemed for themselves and their personal representatives and other successors, to have constituted and appointed, effective from and 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 anyMacDonald, the Shareholders Representative is hereby appointed, authorized and empowered to be the exclusive representative, agent and attorney-in-fact of the Corporation shareholders Merger Consideration Recipients, such Option Holders and holders of Units of such Phantom Stock Holders and their respective successors, assigns, heirs, executors and legal representatives (the Liquidating Trust, with full power of substitution, to make all decisions and determinations and "Shareholders' Representative") to act (or not act) as Shareholders' Representative under this Agreement and execute, deliver and receive all agreements, documents, instruments and consents on behalf the Escrow Agreement for the purpose 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 carrying out the provisions of this Agreement and the Liquidating Trust Agreement, Escrow 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 action and to execute any instruments which the following actions on behalf of Shareholders' Representative may deem necessary or advisable to accomplish the Corporation’s former shareholders: purposes hereof or thereof, including, without limitation, (a) to give and receive noticesall notices or other documents given or to be given to the Merger Consideration Recipients, communications and consents such Option Holders and/or such Phantom Stock Holders by Purchasers under this Agreement or the Escrow Agreement; (b) to receive and accept service of legal process in connection with any claim or other proceeding against CRG or the Liquidating Trust Agreement on behalf of the Corporation’s former shareholders and holders of Units of the Liquidating Trust; to negotiateMerger Consideration Recipients, enter into settlements and compromises of, resolve and comply with orders of courts and other third-party intermediaries with respect to any disputes such Option Holders and/or such Phantom Stock Holders arising under this Agreement or the Liquidating Trust Escrow Agreement; (c) to undertake, compromise, defend and settle any such suit or proceeding; (d) to engage special counsel, accountants and other advisors and incur such other expenses on behalf of the Merger Consideration Recipients, such Option Holders and/or such Phantom Stock Holders in connection with any matter arising under this Agreement or the Escrow Agreement as the Shareholders' Representative deems appropriate; (e) to agree to any modification or amendment of this Agreement or the Escrow Agreement and to make, execute, acknowledge execute and deliver all an agreement of such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters modification or amendment; and other writings, and, in general, to do any and all things and (f) to take any actions required or permitted under this Agreement or the Escrow Agreement to protect or enforce the rights of the Merger Consideration Recipients, such Option Holders and/or such Phantom Stock Holders hereunder or thereunder. The appointment of the Shareholders' Representative as attorney-in-fact is irrevocable and all coupled with an interest. Each of the Merger Consideration Recipients by acceptance of the Merger Consideration and each Option Holder and Phantom Stock Holder by acceptance of the amounts provided for under the applicable Cancellation Agreement, hereby releases the Shareholders' Representative from liability for any action taken or not taken by him in such capacity except for any liability resulting from willful misconduct or gross negligence of the Shareholders' Representative in carrying out his duties hereunder. The Shareholders' Representative may resign and be discharged from his duties hereunder at any time by giving at least 30 days' notice of such resignation to the Purchasers, and specifying therein a date upon which such resignation shall take effect (the "Resignation Notice"); provided, however, that the Shareholders Shareholders' Representative shall continue to serve until a successor reasonably acceptable to the Purchasers accepts the Shareholders' Representative's obligations under this Agreement. Upon receipt of any Resignation Notice, a successor Shareholders' Representative shall be appointed by the Merger Consideration Recipients, such successor Shareholders' Representative to become the Shareholders' Representative hereunder on the later of the date set forth in its sole the Resignation Notice and absolute discretionthe date on which the successor Shareholders' Representative accepts such appointment. Each of the Merger Consideration Recipients, may consider necessary by acceptance of the Merger Consideration, and each Option Holder and Phantom Stock Holder, by acceptance of the amounts set forth in the applicable Cancellation Agreement, hereby agrees not to xxx or proper or convenient make a claim against the Shareholders' Representative in connection with or to carry out the activities described in this Section 5.12his capacity as a Shareholders' Representative.

Appointment of Shareholders' Representative. For purposes of (i) negotiating Each Shareholder hereby constitutes 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 appoints M. Xxxx Xxxxxxxx as his true 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 lawful attorney-in-fact of fact, agent and representative (collectively, the Corporation shareholders and holders of Units of the Liquidating Trust"Shareholders' Representative"), with full power of substitutionsubstitution and resubstitution, for him and in his name, place and xxxxx, in any and all capacities, to make negotiate and sign all decisions amendments to this Agreement, 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 other documents in connection withwith the transactions contemplated by this Agreement, including without limitation those instruments called for by this Agreement and all waivers, consents, instructions, authorizations and other actions called for, contemplated or that may otherwise be necessary or appropriate in connection with this Agreement or any of the foregoing agreements or instruments, granting unto the Shareholders' Representative full power and authority to accomplish do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that the intent Shareholders' Representative, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof, including without limitation the power and implement authority to deliver and convey his Shares in accordance with the provisions of terms hereof, to receive and give receipt for all consideration due him pursuant to this Agreement and to receive all notices, requests and demands that may be made under and pursuant to this Agreement. Should the Liquidating Trust AgreementShareholders' Representative be unable or unwilling to serve or to appoint his successor to serve in such Shareholder's stead, and unless the Shareholders shall appoint a successor to facilitate serve in his stead, such Shareholders shall be deemed to be represented by the consummation Company. Buyer shall be entitled to rely and protected in relying on the authority, actions and decisions of the transactions contemplated hereby Shareholders' Representative, and thereby. By executing this Agreement, Buyer will have no liability to and shall be held harmless by any and all of 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 their heirs 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 legal representatives with respect to any disputes matter arising under this Agreement out of, either directly or indirectly, Buyer's good faith reliance upon such authority, actions or decisions of 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 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. For purposes Upon execution of (i) negotiating this Agreement by the Shareholders and settlingthe Company Shareholder Parties, on behalf effective as of the Corporation’s shareholders, any dispute that arises under date of 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, without any further action by the Shareholders Representative is hereby appointedand the Company Shareholder Parties, authorized and empowered to Xxxxxxx Xxxxx shall be the exclusive representative, 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 Corporation shareholders Shareholders and holders of Units of the Liquidating Trust, Company Shareholder Parties and their successors and assigns with full power of substitution, respect 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 matters arising under this Agreement and the Liquidating Trust AgreementAncillary 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 to facilitate engaging counsel or accountants in connection with the consummation of the transactions contemplated hereby and thereby. By executing this Agreement, the Shareholders Representative accepts such appointment, authority and powerforegoing matters. Without limiting the generality of the foregoing, the Shareholders Shareholders’ Representative shall have full power and authority to interpret all the power to take any terms and provisions 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 Representative Agreements and to consent to any amendment hereof or thereof 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 Shareholders and other writings, and, the Company Shareholder Parties and such successors and assigns. The Shareholders’ Representative shall act as promptly as reasonably possible 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 carrying out the activities described in this Section 5.12his duties.

Appointment of Shareholders' Representative. For purposes of (i) negotiating and settlingthis Agreement, on behalf of the Corporation’s shareholders, any dispute that arises under this Agreement after the Effective Time, (ii) accepting delivery of notices hereunder Principal Shareholders hereby consent to the former Corporation stockholders after appointment of Xxxxxxx Xxxx as 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 representative and attorney-in-fact of the Corporation shareholders for 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: Principal Shareholders (the "Shareholders' Representative"), and to give the taking by the Shareholders' Representative of any and receive notices, communications all actions and consents the making of any decisions required or permitted to be taken by him under this Agreement and or the Liquidating Trust Escrow Agreement, including, without limitation, the exercise of the power to (i) execute the Escrow Agreement on behalf of the Corporation’s former shareholders and holders Principal Shareholders, (ii) authorize delivery to Finisar of Units Escrow Shares in satisfaction of the Liquidating Trust; to Indemnification Claims, (iii) agree to, negotiate, enter into settlements and compromises of, resolve of and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims, (iv) resolve any Indemnification Claims and (v) take all actions necessary in the judgment of the Shareholders' Representative for the accomplishment of the foregoing and all of the other third-party intermediaries terms, conditions and limitations of this Agreement and the Escrow Agreement. Accordingly, the Shareholders' Representative has unlimited authority and power to act on behalf of each Principal Shareholder with respect to this Agreement and the Escrow Agreement and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement. The Principal Shareholders will be bound by all actions taken by the Shareholders' Representative in connection with this Agreement, and Finisar shall be entitled to rely on any action or decision of the Shareholders' Representative. The Shareholders' Representative will incur no liability with respect to any disputes action taken or suffered by him in reliance upon any notice, direction, instruction, consent, statement or other document believed by him to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his own willful misconduct or bad faith. In all questions arising under this Agreement or the Liquidating Trust Escrow Agreement; , the Representative may rely on the advice of counsel, and the Shareholders' Representative will not be liable to makeanyone for anything done, executeomitted or suffered in good faith by the Shareholders' Representative based on such advice. Except as expressly provided herein, 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 the Shareholders' Representative will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him. At any time during the term of the Escrow Agreement, holders of a majority of the Escrow Shares subject to Indemnification Claims under this Article IX may, by written consent, appoint a new representative as the Shareholders' Representative by sending notice and all action that a copy of the Shareholders Representative, written consent appointing such new representative signed by holders of a majority of the Escrow Shares to Finisar and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in its sole the consent or the date such consent is received by Finisar and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the activities described in this Section 5.12Escrow Agent.

Appointment of Shareholders' Representative. For purposes Xxxxx X. Xxxxxx is hereby fully and exclusively authorized, empowered and directed to serve as sole representative and agent of (i) negotiating and settling, on behalf each of the Corporation’s shareholdersShareholders (the "Shareholders' Representative"), to take any and all actions, including, without limitation, any dispute that arises actions required under the indemnification provisions of Article XII of 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 any 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 required under Section 13.12 of this Agreement and the Liquidating Trust Agreementexecution and delivery of any documents, and make any and all decisions and determinations, which may be required or permitted to be taken or made by the Shareholders, to perform all of the obligations of the Shareholders required to be performed hereunder, and to facilitate the consummation of the transactions contemplated hereby execute, deliver 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 perform on behalf of the Corporation’s former shareholders: to give Shareholders any and receive noticesall amendments hereto. Any such action, communications including, without limitation, the execution and consents under delivery of any documents, any decision or determination taken or made by the Shareholders' Representative, and any such amendment, shall be absolutely and irrevocably binding on each Shareholder as if such Shareholder had personally taken such action (or executed and delivered such document) or made such decision or determination in his or her individual (or, as applicable, trustee or executor) capacity. The Shareholders' Representative shall have only the rights, power and authority granted in this Agreement and the Liquidating Trust Agreement on behalf Section 13.5. Notwithstanding any other provision of the Corporation’s former shareholders and holders of Units of the Liquidating Trust; to negotiatethis Agreement, enter into settlements and compromises of, resolve and comply with orders of courts and other third-party intermediaries (i) with respect to those matters expressly covered by this Section 13.5, each of the Shareholders hereby irrevocably relinquishes such Shareholder's right to act independently and other than through the Shareholders' Representative, and (ii) no Shareholder shall have any disputes arising right by virtue or by availing of any provision in this Agreement, any such rights being irrevocably and exclusively delegated to the Shareholders' Representative who, acting in accordance with the terms hereof, shall be the sole party entitled to avail himself of the provision of this Agreement. All actions taken, notices given or received and documents executed by the Shareholders' Representative pursuant to the authority granted hereunder may be relied upon by Cavalier, and Cavalier shall not be required to make any inquiry regarding such actions, notices or documents. The power granted to the Shareholders' Representative under this Agreement or the Liquidating Trust Agreement; and to makeSection 13.5, 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 discretionbeing coupled with an interest, may consider necessary or proper or convenient in connection with or to carry out the activities described in this Section 5.12not be revoked.