Common use of Appointment of Shareholders’ Representative Clause in Contracts

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, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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 position of Shareholders' Representative may be filled by approval of the holders of a majority in interest of the Escrow Account (or if no Escrow Shares then remain in the Escrow Account, a majority in interest of the Shareholders holdings shares of iPrint among the Shareholders Group). No bond shall be required of the Shareholders' Representative, and the Shareholders' Representative shall not receive compensation for his services. Notices or communications to or from the Shareholders' Representative shall constitute notice to or from the Shareholders Group. (c) The Shareholders' Representative shall not be liable to any Shareholder for any act done or omitted hereunder as Shareholders' Representative while acting in good faith and in the exercise of reasonable judgment. The Shareholders 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. The Shareholders' Representative is specifically authorized to retain and consult with legal counsel with respect to any action taken or omitted by the Shareholders' Representative in the performance of his duties and exercise of his powers and discretion hereunder, and no action taken or omitted by the Shareholders' Representative in reliance upon the specific advice of legal counsel shall be deemed to involve gross negligence or bad faith.

Appointment of Shareholders’ Representative. (a) If At the Wood Proposal obtains the Wood Shareholder Approval, effective upon such vote, Effective Time and without further act any action on the part of any ShareholderPerson, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall TCW Special Placements Fund II, a California limited partnership, will 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 holders of the ZMP Shares immediately prior to the Effective Time (and any holder of Dissenting Shares at such time which can later be treated as ZMP shares as of such time) for 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 purposes of courts and awards of arbitrators with respect to, claims for Wood Losses, and to take all actions necessary or appropriate in carrying out the judgment functions required of the Shareholders' Representative for set forth in this Agreement and the accomplishment Escrow Agreement. Any action or decision taken by the Shareholders' Representative shall be binding and conclusive on such holders 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 ofZMP Shares, and demand arbitration may be relied upon by Buyer. By accepting the Merger Consideration, each Selling Shareholder will agree to indemnify 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 hold harmless the Shareholders' Representative for the accomplishment any act or failure to act of the foregoing. (b) The appointment Shareholders' Representative taken on behalf of such Person, except for the Shareholders' Representative and such agency may be changed by Representative's gross negligence or willful misconduct. In the Shareholders from time to time upon prior written notice to iPrint; provided event that the Shareholders' Representative may not be removed unless holders of two-thirds of the Escrowed Shares then in the Escrow Account (or if becomes no Escrow Shares then remain in the Escrow Accountlonger able to carry out its functions, 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 a replacement Shareholders' RepresentativeRepresentative will be appointed if prior to the Effective Time, by the Board of Directors of the Company, and, if at or after the Effective Time, by majority vote of the Selling Shareholders based upon the number of the ZMP Shares held immediately prior to the Effective Time by each such Person. The From time to time the Shareholders' Representative shall have the right be entitled to resign withhold from the appointment as such upon thirty (30) days written notice any amounts payable to the Selling Shareholders and such amounts (or estimated amounts) as it deems appropriate to the Parent Corporation. Any vacancy in the position cover any expenses incurred by or on behalf of Shareholders' Representative may be filled by approval any of the holders of a majority in interest of Company, the Escrow Account (or if no Escrow Shares then remain in the Escrow Account, a majority in interest of the Selling Shareholders holdings shares of iPrint among the Shareholders Group). No bond shall be required of the Shareholders' Representative, and the Shareholders' Representative shall not receive compensation for his services. Notices related to this Agreement, the Escrow Agreement or communications to or from the Shareholders' Representative shall constitute notice to or from the Shareholders Groupany other Transaction Document. (c) The Shareholders' Representative shall not be liable to any Shareholder for any act done or omitted hereunder as Shareholders' Representative while acting in good faith and in the exercise of reasonable judgment. The Shareholders 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. The Shareholders' Representative is specifically authorized to retain and consult with legal counsel with respect to any action taken or omitted by the Shareholders' Representative in the performance of his duties and exercise of his powers and discretion hereunder, and no action taken or omitted by the Shareholders' Representative in reliance upon the specific advice of legal counsel shall be deemed to involve gross negligence or bad faith.

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, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be appointed (and by his execution of this Agreement indicates his acceptance of such appointment) as the Shareholders' representative (the "ShareholdersSHAREHOLDERS' RepresentativeREPRESENTATIVE") 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 position of Shareholders' Representative may be filled by approval of the holders of a majority in interest of the Escrow Account (or if no Escrow Shares then remain in the Escrow Account, a majority in interest of the Shareholders holdings shares of iPrint among the Shareholders Group). No bond shall be required of the Shareholders' Representative, and the Shareholders' Representative shall not receive compensation for his services. Notices or communications to or from the Shareholders' Representative shall constitute notice to or from the Shareholders Group. (c) The Shareholders' Representative shall not be liable to any Shareholder for any act done or omitted hereunder as Shareholders' Representative while acting in good faith and in the exercise of reasonable judgment. The Shareholders 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. The Shareholders' Representative is specifically authorized to retain and consult with legal counsel with respect to any action taken or omitted by the Shareholders' Representative in the performance of his duties and exercise of his powers and discretion hereunder, and no action taken or omitted by the Shareholders' Representative in reliance upon the specific advice of legal counsel shall be deemed to involve gross negligence or bad faith.