Shareholder Representative. Xxxxxxxxxxx X. Xxxxx is hereby appointed as the “Shareholder Representative”, whose appointment will be ratified by the shareholders of the Company prior to the Effective Time pursuant to the Accredited Shareholder Agreements and Letters of Transmittal and the Unaccredited Shareholder Agreements and Letters of Transmittal which are delivered prior to the Effective Time and whose appointment will also be ratified by the Unaccredited Shareholders and Eligible Stock Option Holders after the Effective Time pursuant to each Unaccredited Shareholder Agreement and Letter of Transmittal and each Optionholder Letter of Transmittal, respectively. The Shareholder Representative shall have the power and authority to act for all purposes under this Agreement on behalf of all of the Eligible Shareholders, Eligible Stock Option Holders and holders of Shares and Company Stock Options (except Dissenting Shareholders) who have not yet become Eligible Shareholders or Eligible Stock Option Holders. By delivery of his, her or its respective Accredited Shareholder Agreement and Letter of Transmittal, Unaccredited Shareholder Agreement and Letter of Transmittal, or Optionholder Letter of Transmittal, as applicable, each former shareholder of the Company and holder of a Company Stock Option shall be deemed at the Effective Time to have irrevocably appointed the Shareholder Representative as his, her or its attorney-in-fact and agent to act for such shareholder or holder of Company Stock Option within the scope of the authority given to the Shareholder Representative and in accordance with and pursuant to the other terms and conditions described in the attached Exhibit J and made a part hereof, including, without limitation, the authority to direct the Paying Agent to receive, invest, spend and distribute the portion of the Merger Consideration payable to the Paying Agent and the authority to direct the Indemnification Escrow Agent to receive, invest, spend and distribute the Escrowed Property pursuant to the Indemnification Escrow Agreement. All reasonable fees and expenses incurred by the Shareholder Representative in connection with this Agreement shall be borne by the Eligible Shareholders on a pro rata basis. The Indemnification Escrow Agent is authorized to reimburse the Shareholder Representative for any expenses of accountants, advisors and other experts, attorney’s fees, other professionals’ fees or any other fees, costs and expenses actually incurred by the Shareholder R...
Shareholder Representative. (a) The Shareholders and the DolEx Class B Shareholders hereby agree and acknowledge that the Shareholder Representative shall act as an agent of the Shareholders and the DolEx Class B Shareholders and is entitled with such powers as are delegated under this Agreement, which shall include the power (i) to act as the attorney-in-fact for each Shareholder or DolEx Class B Shareholder to execute the Escrow Agreement, the Earnout Agreement, and any Company Ancillary Agreement, (ii) to give and receive notices and communications on behalf of the Shareholders and the DolEx Class B Shareholders under this Agreement, the Escrow Agreement, the Earnout Agreement, any Stock Pledge Agreement, and any Company Ancillary Agreement, (iii) to waive provisions of any such agreements, (iv) to update the Schedules to this Agreement and provide same to Parent, (v) to authorize delivery to the Parent Group Members of the funds or other property pursuant to the Escrow Agreement in satisfaction of claims by Parent Group Members, (vi) to object to any Claim Notice, (vii) to conduct, control and cooperate with respect to the defense of the litigation described in Article X herein, (viii) 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 (ix) to take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing and to otherwise act on behalf of the Shareholders and the DolEx Class B Shareholders with respect to this Agreement, the Escrow Agreement, the Earnout Agreement, any Stock Pledge Agreement and any Company Ancillary Agreement and the transactions contemplated hereby and thereby, each of which the Shareholders and the DolEx Class B Shareholders have received, reviewed and approved in their execution form.
Shareholder Representative. (i) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholder, Xxxxx Xxxxx shall be appointed as agent and attorney-in-fact (the "Shareholder Representative") for -------------------------- each Company Shareholder, for and on behalf of shareholders of the Company, to give and receive notices and communications, to authorize delivery to Parent of payments from the Escrow Fund in satisfaction of claims by Parent, 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 Shareholder Representative for the accomplishment of the foregoing. Such agency may be changed by the Company Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Shareholder Representative may not be removed unless a majority-in-interest of the Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive compensation for services as such. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees.
Shareholder Representative. The shareholders of Data Labs, by virtue -------------------------- of their approval of the Agreement under the Delaware Corporation Law, shall be deemed to have irrevocably constituted and appointed Xxxxx Xx, Xxxxx Xxxxx and Xxxxxx Xxxxx as a committee, effective as of the Effective Time (together with such person's permitted successors, the "SHAREHOLDER REPRESENTATIVE"), as their true and lawful agent and attorney-in-fact to enter into any agreement in connection with the transactions contemplated by this Agreement, including, without limitation, the resolution of indemnity claims under Article IX hereof and in accordance with the Escrow Agreement, and any transactions contemplated by the Escrow Agreement, to exercise all or any of the powers, authority and discretion conferred on it under any such agreement, to waive any terms and conditions of any such agreement (other than the consideration to be received by the Data Labs shareholders in the Merger), to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any such agreement, including, without limitation, the defense, settlement or compromise of any claim, action or proceeding for which Yurie or the Company may be entitled to indemnification and the Shareholder Representative agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. This power of attorney is coupled with an interest and is irrevocable. The members constituting the Shareholder Representative shall act by majority vote or consent. The Shareholder Representative shall not be liable for any action taken or not taken by it in connection with its obligations under this Agreement (i) with the consent of shareholders who, as of the Effective Time, owned a majority in number of the outstanding shares of Data Labs Common Stock (treating the Data Labs Preferred Stock on an as converted basis) or (ii) in the absence of its own gross negligence or willful misconduct. If one or more of the members of the committee acting as the Shareholder Representative shall be unable or unwilling to serve in such capacity, any successor thereof shall be named by those persons holding two-thirds of the outstanding shares of the Data Labs Common Stock (treating Data Labs Preferred Stock on an as-converted basis) at the Effective Time, and the successor(s) so named shall ser...
Shareholder Representative. The Shareholders hereby irrevocably designate and appoint Xxxxxxx & Associates, 0000 X Xxxxxx, X.X. Xxxxxxxxxx, Xxxxxxxx xx Xxxxxxxx 00000, as their agent and attorney in fact (the "Shareholders' Representative") with full power and authority until the Closing to execute, deliver, and receive on their behalf all notices, requests, and other communications hereunder; to fix and alter on their behalf the date, time, and place of the Closing; to waive, amend, or modify any provisions of this Agreement, and to take such other action on their behalf in connection with this Agreement, the Closing, and the transactions contemplated hereby as such agent or agents deem appropriate; provided, however, that no such waiver, amendment, or modification may be made if it would decrease the number of shares to be issued to the Shareholders hereunder or increase the extent of their obligation to indemnify Reorganization hereunder.
Shareholder Representative. (a) By the execution of this Agreement, each Shareholder hereby irrevocably constitutes and appoints Shareholder Representative as Shareholder Representative, agent, proxy, and attorney-in-fact for each of the Shareholder Group Members for all purposes authorized under this Agreement, including the full power and authority on behalf of the Shareholder Group Members (i) to disburse any funds received hereunder to the applicable Shareholder Group Members; (ii) to endorse and deliver any certificates or instruments representing the Shares and execute such further instruments of assignment as Buyer shall reasonably request; (iii) to execute and deliver on behalf of such Shareholder Group Member any amendment or waiver hereto; (iv) (A) to dispute or refrain from disputing, or to deliver instructions, on behalf of such Shareholder Group Member relative to any amounts to be received by such Shareholder Group Member under this Agreement or any other agreement contemplated hereby, any claim made by Buyer under this Agreement or any other agreement contemplated hereby, (B) to negotiate and compromise, on behalf of any Shareholder Group Member, any dispute that may arise under, and exercise or refrain from exercising any remedies available under, this Agreement or any other agreement contemplated hereby, and (C) to execute, on behalf of each Shareholder Group Member, any settlement agreement, release or other document with respect to such dispute or remedy; (v) to engage attorneys, accountants, agents or consultants on behalf of the Shareholder Group Members in connection with this Agreement or any other agreement contemplated hereby and pay any fees related thereto; (vi) to take all other actions to be taken by or on behalf of such Shareholder Group Member in connection herewith; and (vii) to do each and every act and exercise any and all rights which such Shareholder Group Member individually or collectively with the other Shareholder Group Members are permitted or required to do or exercise under this Agreement, the Escrow Agreement or any other document contemplated hereby. Each of the Shareholder Group Members agrees that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of Shareholder Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any such Shareholder Group Member. If any Shareholder Group Member dies or becomes incapacitated, disabled or incompetent (such decease...
Shareholder Representative. (a) Concurrently with approving this Agreement and the Merger, the Shareholders shall appoint an individual or entity as their agent and attorney-in-fact, as the shareholder representative for and on behalf of the Shareholders (the "Shareholder Representative"), to give and receive notices and communications, to object to such retention, 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 other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, however, that the Shareholder Representative may not be removed unless holders of a majority interest of the Shareholders agree to such removal and to the identity of the substituted agent. The Shareholder Representative may resign at any time upon written notice to Parent and the Shareholders. Any vacancy in the position of Shareholder Representative may be filled by the holders of a simple majority interest of the Escrow Fund. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive compensation for its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the Shareholders.
Shareholder Representative. Each shareholder, by acceptance of Merger Consideration, shall be deemed to have designated and appointed Xxxxxx X. Xxxxx with full power of substitution (the "Shareholder Representative") as the representative of any such shareholder to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by the shareholders (including, without limitation, any acts, agreements, amendments or resolution of disputes related to the Contingent Deferred Payment (including any amendments to any of the targets and other provisions of Exhibit A hereto) and any matters referred to in Article IX or X hereof) and hereby acknowledges that the Shareholder Representative shall be the only person authorized to take any action so required, authorized or contemplated by this Agreement by any shareholder. Each shareholder is thereby deemed to have further acknowledged that the foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such shareholder. Each shareholder is thereby deemed to have authorized the other parties hereto to disregard any notice or other action taken by each shareholder pursuant to this Agreement except for the Shareholder Representative. The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the Shareholder Representative and are and will be entitled and authorized to give notices only to the Shareholder Representative for any notice contemplated by this Agreement to be given to any such shareholder.
Shareholder Representative. 14.13.1 The Acquiror shall be entitled to deal exclusively with __________ (the “Representative”) as the sole and exclusive representative and agent of the Shareholder and CMN Management in respect of all matters arising under or pertaining to this Agreement, unless and until the Acquiror receives notice to the contrary as provided in Section 14.13.2 below. Without limiting the foregoing, (a) any notice, communication, demand, claim, action or proceeding required or permitted hereunder may be delivered by the Acquiror to, or brought by the Acquiror against, the Representative in its capacity as agent and representative of the Shareholder and CMN Management with the same effect, and which shall be binding to the same degree, as if delivered to, or brought against, the Shareholder and CMN Management individually; (b) any settlement or other agreement of the Acquiror with the Shareholder and CMN Management in its capacity as agent and representative of the Shareholder and CMN Management in respect of all matters arising under or pertaining to this Agreement shall have the same effect, and be binding upon, the Shareholder and CMN Management to the same degree as if made with the Shareholder and CMN Management individually; and (c) except as provided in Section 14.13.2, the Acquiror shall not be required to recognize or respond to, and shall not be bound by, any notice, communication, demand, claim, action or proceeding delivered to or brought against the Acquiror by the Shareholder and CMN Management in respect of all matters arising under or pertaining to this Agreement except through the Representative in its capacity as agent and representative of the Shareholder.
Shareholder Representative. Each Company Shareholder does hereby make, constitute and appoint the Shareholder Representative as its true and lawful agent and attorney-in-fact with full power of substitution, for and in its name, stead and behalf, to: prepare, make, sign, initial, acknowledge and deliver from time to time any and all documents, certificates and instruments, including, without limitation, amendments to this Agreement and any other agreements ancillary or related to this Agreement (collectively with this Agreement, the “Basic Documents”) and other agreements, consents, amendments, certificates, and stock powers, necessary or appropriate in connection with the consummation of the transactions contemplated in the Basic Documents, and generally to perform all acts and to do all things necessary or appropriate in discharge of the power hereby conferred, including the making of affidavits and the acknowledging of documents, as if fully done by the undersigned, and the Shareholder Representative hereby is further authorized and empowered in the discharge of the power hereby conferred to sign any documents by means of either a manual, imprinted or other facsimile signature or by completing a printed form to which an imprinted or other facsimile signature is then affixed; to execute and deliver such other instruments, certificates and documents, make such filings, and take such other actions as are in the Shareholder Representative’s judgment necessary or appropriate to consummate the transactions contemplated in the Basic Documents; and to otherwise possess such other powers as are reasonably incidental to such powers. The Shareholder Representative (which term as used in this sentence and elsewhere in this Agreement shall include reference to its affiliates and its own and its affiliates’ officers, directors, employees and agents): (a) shall have no duties or responsibilities except those required to consummation of the transactions contemplated in the Basic Documents, and shall not by reason of any Basic Document be a trustee for any Company Shareholder; (b) shall not be responsible to the Company Shareholders for any recitals, statements, representations or warranties contained in any Basic Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Basic Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Basic Docum...
