Common use of Consent of Company Shareholders Clause in Contracts

Consent of Company Shareholders. By virtue of the Company Shareholders' approval of the Merger Agreement, the Company Shareholders who may indirectly or directly receive shares of Purchaser Common Stock pursuant to the Merger Agreement (the "Indemnifying Shareholders") have, without any further act of any Company Stockholder, consented to: (a) the establishment of this escrow to secure the Company Shareholders' indemnification obligations under Article V of the Merger Agreement in the manner set forth herein and therein, (b) the appointment of the Indemnification Representatives as their representatives for purposes of this Agreement and as attorneys-in-fact and agents for and on behalf of each Indemnifying Shareholder, and the taking by the Indemnification Representatives of any and all actions and the making of any decisions required or permitted to be taken or made by them under this Agreement, and (c) all of the other terms, conditions and limitations in this Agreement and the Merger Agreement.

Consent of Company Shareholders. By virtue of the Company Shareholders' approval of the Merger Agreement, the Company Shareholders who may indirectly or directly receive cash and shares of Purchaser Common Stock pursuant to the Merger Agreement (the "Indemnifying Shareholders") have, without any further act of any Company StockholderShareholder, consented to: (a) the establishment of this escrow to secure the Company Shareholders' indemnification obligations under Article V guaranty with respect to the Warranted Pre-Tax Profit and the Warranted Tangible Net Asset Value of the Merger Agreement Company in the manner set forth herein and thereinin the Merger Agreement, (b) the appointment of the Indemnification Shareholder Representatives as their representatives for purposes of this Agreement and as attorneys-in-fact and agents for and on behalf of each Indemnifying Company Shareholder, and the taking by the Indemnification Shareholder Representatives of any and all actions and the making of any decisions required or permitted to be taken or made by them under this Agreement, and (c) all of the other terms, conditions and limitations in this Agreement and the Merger Agreement.

Consent of Company Shareholders. By virtue of the Company Shareholders' approval of the Merger Agreement, the Company Shareholders who may indirectly or directly receive cash and shares of Purchaser Common Stock pursuant to the Merger Agreement (the "Indemnifying Shareholders") have, without any further act of any Company StockholderShareholder, consented to: (a) the establishment of this escrow to secure the Company Shareholders' indemnification obligations under Article V guaranty with respect to the Warranted Pre-Tax Profit and the Warranted Tangible Net Asset Value of the Merger Agreement Company in the manner set forth herein and thereinin the Merger Agreement, (b) the appointment of the Indemnification Representatives Shareholder Representative as their representatives for purposes of this Agreement and as attorneys-in-fact and agents for and on behalf of each Indemnifying Company Shareholder, and the taking by the Indemnification Representatives Shareholder Representative of any and all actions and the making of any decisions required or permitted to be taken or made by them him under this Agreement, and (c) all of the other terms, conditions and limitations in this Agreement and the Merger Agreement.

Consent of Company Shareholders. By virtue of the Company Shareholders' approval of the Merger Agreement, the Company Shareholders who may indirectly or directly receive shares of Purchaser Common Stock pursuant to the Merger Agreement (the "Indemnifying Shareholders") have, without any further act of any Company Stockholder, consented to: (a) the establishment of this escrow to secure the Company Shareholders' indemnification obligations under Article V of the Merger Agreement in the manner set forth herein and therein, (b) the appointment of the Indemnification Representatives Representative as their representatives for purposes of this Agreement and as attorneys-in-fact and agents for and on behalf of each Indemnifying Shareholder, and the taking by the Indemnification Representatives Representative of any and all actions and the making of any decisions required or permitted to be taken or made by them him under this Agreement, and (c) all of the other terms, conditions and limitations in this Agreement and the Merger Agreement.

Consent of Company Shareholders. By virtue of the Company Shareholders' approval of the Merger Agreement, the Company Shareholders who may indirectly or directly receive shares of Purchaser Common Stock pursuant to the Merger Agreement (the "Indemnifying Shareholders") have, without any further act of any Company Stockholder, consented to: (a) the establishment of this escrow to secure the Company Shareholders' indemnification obligations under Article V of the Merger Agreement in the manner set forth herein and therein, (b) the appointment of the Indemnification Representatives Representative as their representatives for purposes of this Agreement and as attorneys-in-fact and agents for and on behalf of each Indemnifying Shareholder, and the taking by the Indemnification Representatives Representative of any and all actions and the making of any decisions required or permitted to be taken or 109 2 made by them him under this Agreement, and (c) all of the other terms, conditions and limitations in this Agreement and the Merger Agreement.

Consent of Company Shareholders. By virtue of the Company Shareholders' approval of the Merger Agreement, the Company Shareholders who may indirectly or directly receive cash and shares of Purchaser Common Stock pursuant to the Merger Agreement (the "Indemnifying Shareholders") have, without any further act of any Company StockholderShareholder, consented to: (a) the establishment of this escrow to secure the Company Shareholders' indemnification obligations under Article V guaranty with respect to the Warranted Pre-Tax Profit and the Warranted Tangible Net Asset Value of the Merger Agreement Company in the manner set forth herein and thereinin the Merger Agreement, (b) the appointment of the Indemnification Shareholder Representatives as their representatives for purposes of this Agreement and as attorneys-in-fact and agents for and on behalf of each Indemnifying Company Shareholder, and the taking by the Indemnification Shareholder Representatives of any and all actions and the making of any decisions required or permitted to be taken or made by them under this Agreement, and (c) all of the other terms, conditions and limitations in this Agreement and the Merger Agreement.. 57