Common use of Shareholder Representative Clause in Contracts

Shareholder Representative. The Shareholders, from time to time, by holders of a majority of the Registrable Securities held by all Shareholders, may appoint one of the Shareholders, as the Shareholder Representative, as his or her true and lawful attorney-in-fact (i) to give and receive all notices and communications required or permitted under this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises with respect to this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreement, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any of the foregoing, each Shareholder agreeing to be fully bound by the acts, decisions and agreements of the Shareholder Representative taken and done pursuant to the authority herein granted. The Shareholder Representative shall not be liable, responsible or accountable in damages or otherwise to the Shareholders for any loss or damage incurred by reason of any act or failure to act by the Shareholder Representative, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Shareholders. The Company is hereby relieved from any liability to any Person, including any Shareholder, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.

Shareholder Representative. The Shareholders(i) In the event that the Merger is approved, from time to timeeffective upon such vote, by holders and without further act of a majority of the Registrable Securities held by all Shareholdersany shareholder, may appoint one of the Shareholders, Xxxx Xxxxxx shall be appointed as the Shareholder Representative, as his or her true agent and lawful attorney-in-fact (ithe "Shareholder Representative") for -------------------------- each Company Shareholder, for and on behalf of shareholders of the Company, to give and receive all notices and communications required or permitted under this Agreementcommunications, (ii) 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 this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreementsuch claims, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any 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 foregoing, each Shareholder agreeing Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be fully bound by the acts, decisions and agreements required of the Shareholder Representative, and the Shareholder Representative taken and done pursuant shall not receive compensation for services as such. Notices or communications to or from the authority herein granted. Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees. (ii) The Shareholder Representative shall not be liableliable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, responsible liability or accountable expense incurred without negligence or bad faith on the part of the Shareholder Representative and arising out of or in damages connection with the acceptance or otherwise to administration of the Shareholders for any loss or damage incurred by reason Representative's duties hereunder, including the reasonable fees and expenses of any act or failure to act legal counsel retained by the Shareholder Representative, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Shareholders. The Company is hereby relieved from any liability to any Person, including any Shareholder, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.

Shareholder Representative. The Shareholders, from time to time, by holders of a majority (a) Each of the Registrable Securities held by all ShareholdersSellers hereby appoints Xxxxxx Xxxx, may appoint one of the ShareholdersM.D., his or her agent and attorney-in-fact, as the Shareholder RepresentativeRepresentative for and on behalf of the Sellers, as his or her true and lawful attorney-in-fact (i) to give and receive all notices and communications required or permitted under this Agreementcommunications, (ii) to authorize the payment of Losses from the Escrow Fund, to object to any claim set forth in an Officer’s Certificate, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreementsuch claims, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Sellers from time to time upon not less than thirty (30) days prior written notice to the Shareholder Representative and the Buyer; provided, however, that the Shareholder Representative may not be removed unless holders of a two-thirds of the foregoingshares of capital stock of the Management Company issued and outstanding immediately prior to the Closing agree to such removal and to the identity of the substituted agent. Upon any change in the Shareholder Representative, each such successor Shareholder agreeing to Representative shall promptly provide the Buyer with a signature specimen. Any vacancy in the position of Shareholder Representative may be fully bound filled by the acts, decisions holders of a majority in interest of the capital stock of the Management Company issued and agreements outstanding immediately prior to the Closing. No bond shall be required of the Shareholder Representative, and the Shareholder Representative taken and done pursuant shall not receive compensation for its services. Notices or communications to or from the authority herein granted. Shareholder Representative shall constitute notice to or from the Sellers. (b) The Shareholder Representative shall not be liable, responsible or accountable in damages or otherwise to the Shareholders liable for any loss act done or damage omitted hereunder as the Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Sellers shall indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability or expense incurred by reason without negligence or bad faith on the part of the Shareholder Representative and arising out of or in connection with the acceptance or administration of the Shareholder Representative’s duties hereunder, including the reasonable fees and expenses of any act or failure to act legal counsel retained by the Shareholder Representative, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any (c) A decision, act, consentconsent or instruction of the Shareholder Representative pursuant to this Agreement shall constitute a decision of the Sellers and shall be final, notice binding and conclusive upon the Sellers, and the Indemnified Parties may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent, notice consent or instruction of each the Sellers. In addition, the Shareholder Representative may agree to the amendment, extension or waiver of and all of the Shareholdersthis Agreement pursuant to Section 9.3 hereof. The Company is Indemnified Parties are hereby relieved from any liability to any Person, including any Shareholder, Person for any acts done by it them in accordance with or reliance on such decision, act, consent, notice consent or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.

Shareholder Representative. The Shareholders(i) In the event that the Merger is approved, from time to timeeffective upon such vote, by holders and without further act of a majority of the Registrable Securities held by all Shareholdersany shareholder, may appoint one of the Shareholders, Xxxxx X. Xxxxxxxxx shall be appointed as the Shareholder Representative, as his or her true agent and lawful attorney-in-fact (ithe "Shareholder Representative") for each Company Shareholder, for and on behalf of the Company Shareholders, to give and receive all notices and communications required or permitted under this Agreementcommunications, (ii) 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 this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreementsuch claims, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any the foregoing. Such agency may be changed by the shareholders of the foregoing, each Company from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Shareholder agreeing 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 fully bound by the acts, decisions and agreements required of the Shareholder Representative, and the Shareholder Representative taken and done pursuant shall not receive compensation for services as such. Notices or communications to or from the authority herein granted. Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees. (ii) The Shareholder Representative shall not be liableliable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, responsible liability or accountable expense incurred without negligence or bad faith on the part of the Shareholder Representative and arising out of or in damages connection with the acceptance or otherwise to administration of the Shareholders for any loss or damage incurred by reason Representative's duties hereunder, including the reasonable fees and expenses of any act or failure to act legal counsel retained by the Shareholder Representative, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Shareholders. The Company is hereby relieved from any liability to any Person, including any Shareholder, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.

Shareholder Representative. The Shareholders(i) In the event that the Merger is approved, from time to timeeffective upon such vote, by holders and without further act of a majority of the Registrable Securities held by all Shareholdersany shareholder, may appoint one of the Shareholders, Xxxxxxx X. Xxxxxx shall be appointed as the Shareholder Representative, as his or her true agent and lawful attorney-in-fact (ithe "Shareholder Representative") for each Company Shareholder, for and on behalf of shareholders of the Company, to give and receive all notices and communications required or permitted under this Agreementcommunications, (ii) 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 this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreementsuch claims, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any the foregoing. Such agency may be changed by the shareholders of the foregoing, each Company from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Shareholder agreeing 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 fully bound by the acts, decisions and agreements required of the Shareholder Representative, and the Shareholder Representative taken and done pursuant shall not receive compensation for services as such. Notices or communications to or from the authority herein granted. Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees. (ii) The Shareholder Representative shall not be liableliable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, responsible liability or accountable expense incurred without negligence or bad faith on the part of the Shareholder Representative and arising out of or in damages connection with the acceptance or otherwise to administration of the Shareholders for any loss or damage incurred by reason Representative's duties hereunder, including the reasonable fees and expenses of any act or failure to act legal counsel retained by the Shareholder Representative, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Shareholders. The Company is hereby relieved from any liability to any Person, including any Shareholder, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.

Shareholder Representative. The Shareholders(i) In the event that the Merger is approved, from time to timeeffective upon such vote, by holders and without further act of a majority of the Registrable Securities held by all Shareholdersany Company Shareholder, may appoint one of the Shareholders, Xxxxxxx Xxxxxx shall be appointed as the Shareholder Representative, as his or her true agent and lawful attorney-in-fact (ithe "Shareholder Representative") -------------------------- for each Company Shareholder, for and on behalf of shareholders of the Company, to give and receive all notices and communications required or permitted under this Agreementcommunications, (ii) 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 this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreementsuch claims, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any the foregoing. Such agency may be changed by the Company Shareholders from time to time upon not less than 30 days prior written notice to Parent; provided that the Shareholder -------- Representative may not be removed unless a majority-in-interest of the foregoing, each Shareholder agreeing Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be fully bound by the acts, decisions and agreements required of the Shareholder Representative, and the Shareholder Representative taken and done pursuant shall not receive compensation for services as such. Notices or communications to or from the authority herein granted. Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees. (ii) The Shareholder Representative shall not be liable, responsible or accountable in damages or otherwise to the Shareholders liable for any loss act done or damage omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, liability or expense incurred by reason without negligence or bad faith on the part of the Shareholder Representative and arising out of or in connection with the acceptance or administration of the Shareholder Representative's duties hereunder, including the reasonable fees and expenses of any act or failure to act legal counsel retained by the Shareholder Representative, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Shareholders. The Company is hereby relieved from any liability to any Person, including any Shareholder, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.

Shareholder Representative. The Shareholders(i) In the event that the Merger is approved, from time to timeeffective upon such vote, by holders and without further act of a majority of the Registrable Securities held by all Shareholdersany shareholder, may appoint one of the Shareholders, Xxxxx Xxxxx shall be appointed as the Shareholder Representative, as his or her true agent and lawful attorney-in-fact (ithe "Shareholder Representative") for -------------------------- each Company Shareholder, for and on behalf of shareholders of the Company, to give and receive all notices and communications required or permitted under this Agreementcommunications, (ii) 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 this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreementsuch claims, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any 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 foregoing, each Shareholder agreeing Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be fully bound by the acts, decisions and agreements required of the Shareholder Representative, and the Shareholder Representative taken and done pursuant shall not receive compensation for services as such. Notices or communications to or from the authority herein granted. Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees. (ii) The Shareholder Representative shall not be liableliable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, responsible liability or accountable expense incurred without negligence or bad faith on the part of the Shareholder Representative and arising out of or in damages connection with the acceptance or otherwise to administration of the Shareholders for any loss or damage incurred by reason Representative's duties hereunder, including the reasonable fees and expenses of any act or failure to act legal counsel retained by the Shareholder Representative, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Shareholders. The Company is hereby relieved from any liability to any Person, including any Shareholder, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.

Shareholder Representative. The Shareholders(i) In the event that the Merger is approved, from time to timeeffective upon such vote, by holders and without further act of a majority of the Registrable Securities held by all Shareholdersany shareholder, may appoint one of the Shareholders, Xxxx X. Xxxxxxx shall be appointed as the Shareholder Representative, as his or her true agent and lawful attorney-in-fact (ithe "Shareholder Representative") for -------------------------- each Company Shareholder, for and on behalf of shareholders of the Company, to give and receive all notices and communications required or permitted under this Agreementcommunications, (ii) 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 this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreementsuch claims, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any the foregoing. Such agency may be changed by the shareholders of the foregoing, each Company from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Shareholder agreeing 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 fully bound by the acts, decisions and agreements required of the Shareholder Representative, and the Shareholder Representative taken and done pursuant shall not receive compensation for services as such. Notices or communications to or from the authority herein granted. Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees. (ii) The Shareholder Representative shall not be liableliable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, responsible liability or accountable expense incurred without negligence or bad faith on the part of the Shareholder Representative and arising out of or in damages connection with the acceptance or otherwise to administration of the Shareholders for any loss or damage incurred by reason Representative's duties hereunder, including the reasonable fees and expenses of any act or failure to act legal counsel retained by the Shareholder Representative, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Shareholders. The Company is hereby relieved from any liability to any Person, including any Shareholder, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.

Shareholder Representative. The ShareholdersShareholders shall have constituted and appointed Xxxxxxx Xxxxxxxxx, from time to time, by holders of a majority of the Registrable Securities held by all Shareholders, may appoint one of the Shareholders, serve as the Shareholder Representative (the "Shareholder Representative") for and on behalf of the Shareholders and DSD, as his or her true and lawful attorney-in-fact (i) to give and receive all notices and communications required or permitted under this Agreementcommunications, (ii) to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims, to take all other actions on behalf of the Shareholders and DSD as is explicitly contemplated by this Agreement following the Closing. No bond is required of the Shareholder Representative, and the Shareholder Representative does not receive any compensation for his services from DSD or the Shareholders in connection with this Agreement. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each Shareholder and DSD unless stated in writing otherwise. Notwithstanding anything to the contrary set forth in this Agreement, (iii) to negotiateany decision, agree act, consent or instruction of the Shareholder Representative following the Closing and enter into any amendments to this Agreement as per Section 4.2 the appointment of this Agreement, and (iv) to communicate to the Company any elections of Shareholder Representative by the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any of the foregoing, each Shareholder agreeing matters contemplated hereby shall be deemed to be fully bound by the acts, decisions and agreements of the Shareholder Representative taken and done pursuant to the authority herein granted. The Shareholder Representative shall not be liable, responsible or accountable in damages or otherwise to the Shareholders for any loss or damage incurred by reason of any act or failure to act by the Shareholder Representative, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any decision, act, consentconsent or instruction of all of the Shareholders and shall be final, notice binding and conclusive upon each of the Shareholders, and High Tide Parties may rely on each such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent, notice consent or instruction of each of and all of the Shareholders. The Company is High Tide Parties are hereby relieved from any liability to any Person, including any Shareholder, Person for any acts done by it them in reliance upon, or in accordance with or reliance on with, any such decision, act, consent, notice consent or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.

Shareholder Representative. The Shareholders(i) In the event that the Merger is approved, from time to timeeffective upon such vote, by holders and without further act of a majority of the Registrable Securities held by all Shareholdersany shareholder, may appoint one of the Shareholders, Xxxxxx Xxxxxxx shall be appointed as the Shareholder Representative, as his or her true agent and lawful attorney-in-fact (ithe "Shareholder Representative") for -------------------------- each Company Shareholder, for and on behalf of share holders of the Company, to give and receive all notices and communications required or permitted under this Agreementcommunications, (ii) 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 this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreementsuch claims, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any the foregoing. Such agency may be changed by the Company Shareholders from time to time upon not less than ten (10) days prior written notice to Parent; provided that the Shareholder Representative may not be removed unless a majority-in-interest of the foregoing, each Shareholder agreeing Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be fully bound by the acts, decisions and agreements required of the Shareholder Representative, and the Shareholder Representative taken and done pursuant shall not receive compensation for services as such. Notices or communications to or from the authority herein granted. Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees. (ii) The Shareholder Representative shall not be liableliable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, responsible liability or accountable expense incurred without negligence or bad faith on the part of the Shareholder Representative and arising out of or in damages connection with the acceptance or otherwise to administration of the Shareholders for any loss or damage incurred by reason Representative's duties hereunder, including the reasonable fees and expenses of any act or failure to act legal counsel retained by the Shareholder Representative, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Shareholders. The Company is hereby relieved from any liability to any Person, including any Shareholder, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.

Shareholder Representative. The Shareholders(i) In the event that the Merger is approved, from time to timeeffective upon such vote, by holders and without further act of a majority of the Registrable Securities held by all Shareholdersany shareholder, may appoint one of the Shareholders, Xxxx Xxxxxx shall be appointed as the Shareholder Representative, as his or her true agent and lawful attorney-in-fact (ithe "Shareholder Representative") for -------------------------- each Company Shareholder, for and on behalf of shareholders of the Company, to give and receive all notices and communications required or permitted under this Agreementcommunications, (ii) 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 this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreementsuch claims, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any 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 foregoing, each Shareholder agreeing Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be fully bound by the acts, decisions and agreements required of the Shareholder Representative, and the Shareholder Representative taken and done pursuant shall not receive compensation for services as such. Notices or communications to or from the authority herein granted. Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees. (ii) The Shareholder Representative shall not be liable, responsible or accountable in damages or otherwise to the Shareholders liable for any loss act done or damage incurred by reason omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of any act or failure to act by the Shareholder Representative, and each Shareholder reasonable judgment. The Company Shareholders shall jointly and severally indemnify and hold harmless the Shareholder Representative and hold him or her harmless against any loss loss, liability or damage except to the extent such loss or damage shall have been the result of the individual expense incurred without gross negligence or willful misconduct on the part of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify arising out of or in connection with the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice acceptance or instruction administration of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Shareholders. The Company is hereby relieved from any liability to any PersonShareholders Representative's duties hereunder, including the reasonable fees and expenses of any Shareholder, for any acts done legal counsel retained by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.

Shareholder Representative. The Shareholders(i) In the event that the Merger is approved, from time to timeeffective upon such vote, by holders and without further act of a majority of the Registrable Securities held by all Shareholdersany shareholder, may appoint one of the Shareholders, Xxxxx X. Xxxxxxx shall be appointed as the Shareholder Representative, as his or her true agent and lawful attorney-in-fact (ithe "Shareholder Representative") for -------------------------- each Company Shareholder, for and on behalf of shareholders of the Company, to give and receive all notices and communications required or permitted under this Agreementcommunications, (ii) 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 this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreementsuch claims, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any the foregoing. Such agency may be changed by the shareholders of the foregoing, each Company from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Shareholder agreeing 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 fully bound by the acts, decisions and agreements required of the Shareholder Representative, and the Shareholder Representative taken and done pursuant shall not receive compensation for services as such. Notices or communications to or from the authority herein granted. Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees. (ii) The Shareholder Representative shall not be liableliable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, responsible liability or accountable expense incurred without negligence or bad faith on the part of the Shareholder Representative and arising out of or in damages connection with the acceptance or otherwise to administration of the Shareholders for any loss or damage incurred by reason Representative's duties hereunder, including the reasonable fees and expenses of any act or failure to act legal counsel retained by the Shareholder Representative, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Shareholders. The Company is hereby relieved from any liability to any Person, including any Shareholder, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.

Shareholder Representative. The Shareholders(i) In the event that the Merger is approved, from time to timeeffective upon such vote, by holders and without further act of a majority of the Registrable Securities held by all Shareholdersany shareholder, may appoint one of the Shareholders, Xxxxxx Xxxxxx shall be appointed as the Shareholder Representative, as his or her true agent and lawful attorney-in-fact (ithe "Shareholder Representative") for -------------------------- each Company Shareholder, for and on behalf of the Company Shareholders, to give and receive all notices and communications required or permitted under this Agreementcommunications, (ii) 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 this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreementsuch claims, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any the foregoing. Such agency may be changed by the shareholders of the foregoing, each Company from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the -47- Shareholder agreeing 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 fully bound by the acts, decisions and agreements required of the Shareholder Representative, and the Shareholder Representative taken and done pursuant shall not receive compensation for services as such. Notices or communications to or from the authority herein granted. Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees. (ii) The Shareholder Representative shall not be liableliable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, responsible liability or accountable expense incurred without negligence or bad faith on the part of the Shareholder Representative and arising out of or in damages connection with the acceptance or otherwise to administration of the Shareholders for any loss or damage incurred by reason Representative's duties hereunder, including the reasonable fees and expenses of any act or failure to act legal counsel retained by the Shareholder Representative, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Shareholders. The Company is hereby relieved from any liability to any Person, including any Shareholder, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.

Shareholder Representative. The Shareholders(i) In the event that the Merger is approved, from time to timeeffective upon such vote, by holders and without further act of a majority of the Registrable Securities held by all Shareholdersany shareholder, may appoint one of the Shareholders, Xxxxxx X. Xxxxx shall be appointed as the Shareholder Representative, as his or her true agent and lawful attorney-in-fact (ithe "Shareholder Representative") for -------------------------- each Company Shareholder, for and on behalf of the Company Shareholders, to give and receive all notices and communications required or permitted under this Agreementcommunications, (ii) 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 this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreementsuch claims, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any the foregoing. Such agency may be changed by the shareholders of the foregoing, each Company from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Shareholder agreeing 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 fully bound by the acts, decisions and agreements required of the Shareholder Representative, and the Shareholder Representative taken and done pursuant shall not receive compensation for services as such. Notices or communications to or from the authority herein granted. Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees. (ii) The Shareholder Representative shall not be liableliable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, responsible liability or accountable expense incurred without negligence or bad faith on the part of the Shareholder Representative and arising out of or in damages connection with the acceptance or otherwise to administration of the Shareholders for any loss or damage incurred by reason Representative's duties hereunder, including the reasonable fees and expenses of any act or failure to act legal counsel retained by the Shareholder Representative, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Shareholders. The Company is hereby relieved from any liability to any Person, including any Shareholder, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.