Effect of Charts Shareholder Sample Clauses

Effect of Charts Shareholder. Approval Regarding Escrow Shares; Escrow Representative. By their approval of the Merger, the Charts Shareholders will be conclusively deemed to have consented to, approved and agreed to be bound by: (i) the indemnification provisions of Article 11; (ii) the Escrow Agreement; (iii) the appointment of Philxx X. Xxxxxxxxx xx the representative of Charts Shareholders (the "ESCROW REPRESENTATIVE") under the Escrow Agreement and as the attorney-in-fact and agent for and on behalf of each Charts Shareholder as provided in the Escrow Agreement; and (iv) the taking by the Escrow Representative of any and all actions and the making of any decisions required or permitted to be taken by the Escrow Representative under this Agreement and/or the Escrow Agreement, including, without limitation, the exercise of the power to: (a) authorize delivery to MarketWatch of Escrow Shares in satisfaction of indemnity claims by MarketWatch or any other Indemnified Person (as defined herein) pursuant to Article 11 and/or the Escrow Agreement; (b) agree to, negotiate, enter into settlements and compromises of, demand arbitration of, and comply with orders of courts and awards of arbitrators with respect to, such claims; (c) arbitrate, resolve, settle or compromise any claim for indemnity made pursuant to Article 11; and (d) take all actions necessary in the judgment of the Escrow Representative for the accomplishment of the foregoing. The Escrow Representative will have authority and power to act on behalf of each Charts Shareholder with respect to the Escrow Agreement and the disposition, settlement or other handling of all claims under Article 11 hereof or governed by the Escrow Agreement, and all rights or obligations arising
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