Common use of Appointment of Shareholders' Representative Clause in Contracts

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. By approval of this ------------------------------------------- Agreement (by written consent or at a duly authorized The Shareholders irrevocably constitute and appoint Danixx X. Xxxx xx the Shareholders' meeting) each Shareholder 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 deemed made which adversely impact the Share Consideration to have irrevocably appointed Xxxxx Xxxxxxxxxxxxbe paid to the Shareholders), the "Shareholders' Representative") to represent the interests of the Shareholders and the Shareholders in connection with the Escrow Agreement take all actions and to act as execute all transaction documents necessary or desirable to consummate the attorney in fact of the Shareholders and the Shareholders to contest, settle, compromise or otherwise dispose of any claim made transactions contemplated by PETsMART in respect of this Agreement, and to take all steps, including engaging counsel actions and to represent the Shareholders, reasonably 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. No further documentation 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 required deemed to evidence such appointmentbe 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 such power of attorney shall be coupled with an interestsettled with, thereby confirming such appointment as irrevocablethe Shareholders' Representative. The Shareholders' Representative shall be empowered deemed to act with respect to all matters arising under have accepted the appointment upon his execution of 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 genuineAgreement.

Appointment of Shareholders' Representative. By approval of this ------------------------------------------- Agreement (by written consent or at a duly authorized The Shareholders irrevocably constitute and appoint Srinx Xxxxx xx the Shareholders' meeting) each Shareholder 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 deemed made which adversely impact the Share Consideration to have irrevocably appointed Xxxxx Xxxxxxxxxxxxbe paid to the Shareholders), the "Shareholders' Representative") to represent the interests of the Shareholders and the Shareholders in connection with the Escrow Agreement take all actions and to act as execute all transaction documents necessary or desirable to consummate the attorney in fact of the Shareholders and the Shareholders to contest, settle, compromise or otherwise dispose of any claim made transactions contemplated by PETsMART in respect of this Agreement, and to take all steps, including engaging counsel actions and to represent the Shareholders, reasonably 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. No further documentation 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 required deemed to evidence such appointmentbe 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 such power of attorney shall be coupled with an interestsettled with, thereby confirming such appointment as irrevocablethe Shareholders' Representative. The Shareholders' Representative shall be empowered deemed to act with respect to all matters arising under have accepted the appointment upon his execution of 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 genuineAgreement.