Common use of Shareholder Representative Clause in Contracts

Shareholder Representative. (a) The Shareholder Representative shall be selected by the holders of a majority of the Company Capital Stock prior to the Closing Date and shall become each Shareholder's agent and attorney-in-fact, for and on behalf of the Shareholders, to give and receive notices and communications, to authorize payment to Parent of cash from the Escrow Fund in satisfaction of claims by Parent, to object to such payments, 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 against the Escrow Fund and for arbitration of indemnification claims as set forth in Section 7.3(f)(ii) hereof 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 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 at least three of the Founders agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Shareholder Representative may be filled by the vote of a majority in interest of the Shareholders. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive compensation for his or her services from Parent, the Company or the Surviving Corporation. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the Shareholders. (b) A decision, act, consent or instruction of the Shareholder Representative, including but not limited to an amendment, extension or waiver of this Agreement pursuant to Sections 8.3 and 8.4 hereof, shall constitute a decision of the Shareholders and shall be final, binding and conclusive upon the Shareholders; and the Escrow Agent and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of the Shareholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholder Representative.

Shareholder Representative. (a) The Shareholder Representative shall be selected by the holders of a majority of the Company Capital Stock prior to the Closing Date and shall become each Shareholder's is hereby appointed as agent and attorney-in-fact, for and on behalf of the Shareholderseach Indemnifying Party, to give and receive notices and communicationscommunications related to claims for Losses, to authorize payment to Parent the order of cash an Indemnified Party from the Escrow Fund in satisfaction of claims by Parentan Indemnified Party, to object to and defend against such paymentsclaims, 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 against the Escrow Fund and for arbitration of indemnification claims as set forth in Section 7.3(f)(ii) hereof claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative Representatives for the accomplishment of the foregoingforegoing or (ii) specifically mandated by the terms of this Agreement; provided, however, that the Shareholder Representative shall have no authority to bind any Indemnifying Party to any liability that is not satisfied solely from the Escrow Fund other than liabilities pursuant to section 6.2(a)(v). Such agency may be changed by the Shareholders Indemnifying Parties from time to time upon not less than thirty (30) days prior written notice to Parentthe Surviving Corporation; provided, however, that the Shareholder Representative may not be removed unless at least three holders of a majority-in-interest in the Founders Escrow Fund agree to such removal; provided that if such removal and to results in there being no Shareholder Representative, then the identity of removal shall not be effective until the Shareholders shall have appointed a substituted agent. Any A Shareholder Representative may resign at any time upon thirty (30) days advance notice to Holdings, the Escrow Agent. A vacancy in the position of Shareholder Representative may at any time prior to the Survival Date shall be filled promptly by the vote holders of a majority majority-in-interest in interest of the ShareholdersEscrow Fund. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for his or her services from Parent, the Company or the Surviving Corporationservices. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the ShareholdersIndemnifying Parties. (b) The Shareholder Representative shall not be liable for any act done or omitted hereunder as representatives of the Indemnifying Parties while acting in good faith even though such act or omission constitutes negligence on the part of such Shareholder Representative. The Shareholder Representative may engage attorneys, accountants and other professionals and experts. The Shareholder Representative may in good faith rely conclusively on information, reports, statements, opinions, including financial statements, about the Company, the Surviving Company or another Person, that were prepared or presented by (i) one or more officers or employees of the Company or Surviving Corporation, or (ii) legal counsel, public accountants, investment bankers or other Persons as to matters the Shareholder Representative believes in good faith are within the Person’s knowledge, professional or expert competence. Any action taken by the Shareholder Representative based on such reliance shall be deemed conclusively to have been taken in good faith and in full satisfaction of the duties of such Shareholder Representative’s duties. The Indemnifying Parties on whose behalf the Escrow Amount was contributed to the Escrow Fund shall indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability or expense incurred without 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 Shareholder Representative’s obligations to the Escrow Agent hereunder and the reasonable fees and expenses of any legal counsel retained by the Shareholder Representatives. The Shareholder Representative has only the duties expressly stated in this Agreement and the Escrow Agreement, and shall have no other duty, express or implied. The Shareholder Representative is not a fiduciary of the Indemnifying Parties. The Shareholder Representative has no responsibility or liability for any representation, warranty or covenant of the Company, the Surviving Company, Holdings or Sub except in his capacity as an Indemnifying Party. THE INDEMNIFYING PARTIES AND THE SHAREHOLDER REPRESENTATIVE INTEND THAT THE SHAREHOLDER REPRESENTATIVE SHALL BE INDEMNIFIED AND HELD HARMLESS BY THE INDEMNIFYING PARTIES FROM AND AGAINST ANY LIABILITY FOR HIS OWN NEGLIGENCE PURSUANT TO THIS SECTION 6.3(b). (c) A decision, act, consent or instruction of from the Shareholder Representative, including but not limited to an amendment, extension or waiver of this Agreement pursuant to Sections 8.3 Section 7.3 and 8.4 Section 7.4 hereof, shall constitute a decision of the Shareholders Indemnifying Parties and shall be final, binding and conclusive upon the Shareholders; Indemnifying Parties, and the Escrow Agent and Parent the Indemnified Party may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of the ShareholdersIndemnifying Parties. The Escrow Agent and Parent Indemnified Party are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholder Representative. (d) The Shareholder Representative shall have reasonable access to information about the Surviving Company and the reasonable assistance of the Surviving Company’s officers and employees for the purpose of performing its duties and exercising its rights hereunder, provided that the Shareholder Representative shall treat confidentially and not disclose any nonpublic information from or about the Surviving Company to anyone (except on a need to know basis to counsel, witness and experts necessary to perform their duties hereunder who agree to treat such information confidentially). (e) According to the terms of the Escrow Agreement, the Shareholder Representative shall be entitled to withhold from interest earned on the Escrow Fund and from amounts to be distributed from the Escrow Fund to the Indemnifying Parties a portion of the Escrow Fund that is equal to the reasonable estimated expenses to be incurred by the Shareholder Representative as specified in a Certificate to be delivered to the Escrow Agent.

Shareholder Representative. (a) The Shareholder Representative shall be selected by the holders of a majority Each of the Company Capital Stock prior Shareholders, Optionholders and Redemption Shareholders (the "Represented Parties") shall have agreed to the Closing Date and shall become each Shareholder's appoint Xxx Xxxxxxxxx as its agent and attorney-in-fact, as the Shareholder Representative for and on behalf of the Shareholders, Represented Parties to give and receive notices and communications, to authorize payment to Parent of cash any Indemnified Party from the Parent Escrow Fund in satisfaction of claims by Parentany Indemnified Party, to object to such payments, 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 claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against the Parent Escrow Fund and for arbitration of indemnification claims as set forth in Section 7.3(f)(ii) hereof 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 foregoingforegoing or (ii) specifically mandated by the terms of this Agreement. EXECUTION VERSION Such agency may be changed by the Shareholders Represented Parties from time to time upon not less than thirty (30) 30 days prior written notice to Parent; provided, however, that the Shareholder Representative may not be removed unless Represented Parties with at least three a two-thirds (2/3rds) interest of the Founders Parent Escrow Fund agree to such removal and to the identity of the substituted agent. Any A vacancy in the position of Shareholder Representative may be filled by the vote Represented Parties of at least a majority in interest of the ShareholdersParent Escrow Fund. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for his or her services from Parent, the Company or the Surviving Corporationits services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the ShareholdersRepresented Parties as it sent or received from all Represented Parties. (b) The Shareholder Representative shall not be liable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Represented Parties on whose behalf the Parent Escrow Amount was contributed to the Parent Escrow Fund shall indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability or expense incurred without gross 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 legal counsel retained by the Shareholder Representative. A decision, act, consent or instruction of the Shareholder Representative, including but not limited to an amendment, extension or waiver of this Agreement pursuant to Sections 8.3 and 8.4 hereof, Representative shall constitute a decision of the Shareholders Represented Parties and shall be final, binding and conclusive upon the ShareholdersRepresented Parties; and the Escrow Agent and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of the ShareholdersRepresented Parties. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholder Representative. (c) The Company Escrow Fund shall be available solely to the Shareholder Representative for purposes of funding any fees and expenses incurred in connection with defending any indemnification claim under this Article VIII or the Shareholder Representative's fulfillment of any of its obligations as Shareholder Representative under this Agreement or any Related Agreement. The Shareholder Representative may choose the Company Escrow Agent in his sole discretion. The Company Escrow Agreement shall be executed by the Shareholder Representative and the Company Escrow Agent and shall be in such form as the Shareholder Representative determines in its sole discretion. The Company Escrow Fund shall be drawn upon in the sole discretion of the Shareholder Representative for the purposes set forth in the first sentence of this Section 8.6(c). Any amounts remaining in the Company Escrow Fund at the end of the Escrow Period shall be distributed in the same manner and upon the same timing as any remaining funds would be distributed from the Parent Escrow Fund following the Escrow Period.

Shareholder Representative. (a) The In the event that the Merger is approved by the Company Shareholders, effective upon such approval, and without further act of any Escrow Contributor, the Shareholder Representative shall be selected by appointed as the holders of a majority of the Company Capital Stock prior to the Closing Date and shall become each Shareholder's agent and attorney-in-fact, fact for and on behalf of the ShareholdersEscrow Contributors, to give and receive notices and communications, to authorize delivery or payment to Parent of cash Escrow Cash from the Escrow Fund in satisfaction of claims by Parent, to object to such payments, 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 against the Escrow Fund and for arbitration of indemnification claims as set forth in Section 7.3(f)(ii) hereof 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 foregoingforegoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Shareholders Escrow Contributors from time to time upon not less than thirty (30) days prior written notice to Parent; providedParent and the Escrow Agent. In the absence of any other affirmative indication by the Escrow Contributors, however“Shareholder Representative” shall mean the collective group of individuals (excluding Xxxxxxx Xxxxx) that formed the Company’s Board of Directors immediately prior to the Effective Time (or their successors appointed or elected in the same manner as would apply if the Organizational Documents of the Company existing immediately prior to the Closing were still in effect as of the time of the appointment or election), that acting as a committee and making decisions by majority vote but acting for all purposes hereunder through a named sole contact person. Upon any change in the contact person, the Shareholder Representative may not be removed unless at least three of shall promptly provide the Founders agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Shareholder Representative may be filled by the vote of Escrow Agent with a majority in interest of the Shareholderssignature specimen. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive compensation for his or her services from Parent, the Company or the Surviving Corporationits services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the ShareholdersEscrow Contributors. (b) A decision, act, consent or instruction of the Shareholder Representative, including but not limited to an amendment, extension or waiver of this Agreement pursuant to Sections 8.3 and 8.4 hereof, shall constitute a decision of the Shareholders and shall be final, binding and conclusive upon the Shareholders; and the Escrow Agent and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of the Shareholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholder Representative.