Common use of Appointment of Shareholders' Representative Clause in Contracts

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. Each The Shareholders hereby agree that, until the termination of this Agreement, Ghulam Bombaywala as representative and proxy ("Shareholders' Represexxxxxxx"), xxxxx have the exclusive right, without the consent of the Shareholders, to exercise, in person or by his nominee or proxy, all the rights and powers of the Shareholders does with respect to the Shares, including the right to vote and to take part in or consent to any corporate or shareholder action of any kind whatsoever. In support and not in limitation thereof, the Shareholders hereby irrevocably makename, constitute and appoint the Shareholders’ Representative ' Representative, with full powers of substitution and resubstitution, as his, her or its true and lawful agent, to act attorney-in-fact and proxy, 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 during 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 term of this Agreement on behalf to vote the Shares (whether in a meeting, by a consent of shareholders in lieu of a meeting or otherwise) and take any related actions, including without limitation signing any waiver of notice, all in such Shareholder, (vi) give and receive on behalf of manner as the Shareholders any and all notices from or to any Shareholder or Shareholders under Shareholders' Representative determines in his sole discretion. Other than in those instances in which the Agreement, and (vii) otherwise exercise all rights of such Shareholder and otherwise act on behalf of such Shareholder under the Agreement and Shareholders' Representative acts for his own account in connection with the Acquisitionexercise of preemptive or similar rights, in each case as if exercising such Shareholder had personally done such actdiscretion, the Shareholders' Representative is specifically authorized to consider his own best interests, and the Shareholders’ ' Representative hereby accepts such appointment. The death, incapacity, dissolution, liquidation, insolvency or bankruptcy of any Shareholder shall will not terminate such appointment or the authority and agency of be acting hereunder as a fiduciary to 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. (a) Each Company Participating Preferred Shareholder that accepts payment of Redemption Consideration as contemplated herein shall be deemed, by such acceptance of payment or by the approval of the Shareholders does hereby irrevocably make, constitute and appoint the Shareholders’ Representative as his, her or its agent, to act Amalgamation Agreement 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 satisfaction 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 securitiesrequisite Shareholder Approvals, as the case may be, in accordance with (i) to be bound by Article VIII hereof and (ii) to have thereby irrevocably constituted and appointed Xxxx Xxxxxxx of Updata (such person and any successor or successors being the terms hereof, (iv“Shareholders’ Representative”) act on as such Company Participating Preferred Shareholder’s behalf true and lawful agent, proxy and attorney-in-fact pursuant to this Section 10.13. The Shareholders’ Representative shall have full power and authority to act for each Company Participating Preferred Shareholder and in connection with all obligations each Company Participating Preferred Shareholder’s name, place and agreements of the Shareholders under this Agreementstead, (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 in any and all notices from capacities to do and perform every act and thing required or permitted 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 be done in connection with the Acquisitiontransactions contemplated by this Agreement and each Ancillary Agreement upon and immediately following the Amalgamation becoming effective, as fully to all intents and purposes as such Company Participating Preferred Shareholder might or could do in each case as if such Shareholder had personally done such actperson, including, without limitation, all decisions relating to the defense and/or settlement of any claims for which any Parent Indemnitee may claim to be entitled to indemnity pursuant to Article VIII hereof, the amendment of this Agreement (subject to the proviso in Section 9.4), the receipt of all payments and notices and the giving of all consents and waivers. All decisions and actions by the Shareholders’ Representative hereby accepts such appointment. The deathshall be binding upon all of the Company Participating Preferred Shareholders, incapacity, dissolution, liquidation, insolvency or bankruptcy of any and no Company Participating Preferred Shareholder shall not terminate such appointment have the right to object to, dissent from, protest or otherwise contest 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 irrevocablesame.

Appointment of Shareholders' Representative. Each Xxxxx Xxxxxxxx shall, by virtue of the Shareholders does hereby irrevocably makeMerger, 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 be appointed attorney-in-factfact and authorized and empowered to act, for and on behalf of any or all of the Company Shareholders (with full power of substitution in the premises), in accordance with this Section 2.03(c) (the above named representative, as well as any subsequent representative of the Company Shareholders appointed by the Company Shareholders, being referred to herein as the “Shareholders’ Representative”). The Shareholders’ Representative shall have the authority to (i) execute and deliver all documents necessary or desirable to carry out the intent Escrow Agreement as the representative of the this Agreement (including in the name of, or on behalf of, such Shareholder)Company Shareholders, (ii) make review all elections or decisions entered into in connection with this Agreementclaims for indemnification asserted by a Parent Indemnified Person pursuant to Section 9.02 and the reimbursement to Parent of amounts owed Parent under Section 5.11 (if any), (iii) hold authorize the payment or disbursement of funds with respect to or to satisfy all or any portion of any such Shareholder’s equity securities claims for indemnification asserted by a Parent Indemnified Person pursuant to Section 9.02 and the reimbursement to Parent of the Company and transfer, exercise or convert such equity securities, as the case may be, in accordance with the terms hereofamounts owed Parent under Section 5.11 (if any), (iv) act dispute, compromise, litigate or settle on such Shareholder’s behalf in connection with all obligations and agreements of the Company Shareholders any such claims for indemnification asserted by a Parent Indemnified Person pursuant to Section 9.02 and the reimbursement to Parent of amounts owed Parent under this AgreementSection 5.11 (if any), (v) amend, waive give and receive all notices required to be given under this Merger Agreement by or otherwise change the terms or conditions of this Agreement on behalf of such to each Company Shareholder, (vi) give execute and receive deliver on behalf of the Company Shareholders any and all notices from documents or to any Shareholder Agreements contemplated by 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 necessary or desirable in connection with the Acquisitionforegoing, (vii) expend reasonable amounts in each case connection with the performance of the Shareholders’ Representative’s obligations pursuant to this Section 2.03(c) or to defend himself against any claim arising out of the proper exercise of his authority pursuant hereto and (viii) take such further actions, including coordinating and administering post-closing matters, related to the rights and obligations of the Company Shareholders as if are authorized in this Merger Agreement and the Escrow Agreement. In the event that Xxxxx Xxxxxxxx dies, becomes legally incapacitated or resigns from such Shareholder had personally done position, Xxxxxxx Xxxxxx shall fill such act, vacancy and shall be deemed to be the Shareholders’ Representative hereby accepts for all purposes of this Agreement. In the event that Xxxxxxx Xxxxxx dies, becomes legally incapacitated or resigns from such appointmentposition, a successor Shareholders’ Representative shall be elected by the affirmative vote of a majority of the Company Shareholders, with each such Company Shareholder entitled to cast one vote for each share of Company Common Stock held by such Company Shareholder immediately prior to the Closing Date. The death, incapacity, dissolution, liquidation, insolvency or bankruptcy of any Shareholder Shareholders’ Representative shall not terminate be liable to any Company Shareholder, Parent, the Surviving Corporation or their respective Affiliates or any other Person with respect to any action taken or omitted to be taken by the Shareholders’ Representative in his role as Shareholders’ Representative under or in connection with this Merger Agreement and the Escrow Agreement unless such appointment action or omission results from or arises out of fraud, gross negligence, willful misconduct or bad faith on the authority and agency part of the Shareholders’ Representative. The powerShareholders’ Representative shall be entitled to rely upon any instrument or writing believed by the Shareholders’ Representative to be genuine and sufficient and properly presented, and shall not be liable to the Company Shareholders, Parent, Merger Sub or the Surviving Corporation for any action taken or omitted to be taken by the Shareholders’ Representative in such reliance. Parent, Merger Sub and the Surviving Corporation shall be entitled to rely on the appointment of the Shareholders’ Representative pursuant to this Section 2.03(c) and treat such Shareholders’ Representative as the duly appointed attorney-ofin-attorney granted fact of each Company Shareholder. Each Company Shareholder who votes in favor of the Merger and this Merger Agreement, by such vote and without any further action, and each Company Shareholder who receives any portion of the Merger Consideration in connection with the Merger, by acceptance thereof and without any further action, confirms the appointment and authority of the Shareholders’ Representative as set forth in this Section 2.10(a) is coupled with an interest and is irrevocable2.03(c).