Common use of Shareholder Representative Clause in Contracts

Shareholder Representative. (i) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholder, Unicorn Creative Services, Ltd. 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 shareholders of the Company 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. (ii) 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 Company Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, liability or expense incurred 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 Shareholders Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative.

Shareholder Representative. (ia) In By virtue of their approval of this Agreement, the event that the Merger is approvedIUMA Shareholders will be deemed to have irrevocably constituted and appointed, effective upon such voteas of the Effective Time, Xxxxxx Xxxxxx (the "Shareholder Representative"), as their true and without further act of any shareholder, Unicorn Creative Services, Ltd. shall be appointed as lawful agent and attorney-in-fact (to enter into any agreement in connection with the "Shareholder Representative") for each Company Shareholdertransactions contemplated by this Agreement or the Indemnity Escrow Agreement, for and on behalf of -------------------------- shareholders to exercise all or any of the Companypowers, authority and discretion conferred on him under any such agreement, to waive any terms and conditions of any such agreement, to give and receive notices and communications, to authorize delivery to Parent GoodNoise of payments the Indemnity Escrow Holdback or other property from the Indemnity Escrow Fund in satisfaction of claims by ParentGoodNoise, 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 shareholders holders of a majority in interest of the Company Indemnity Escrow from time to time upon not less than thirty ten (3010) days 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 agentGoodNoise. No bond shall be required of the Shareholder Representative, and the The Shareholder Representative shall not receive no compensation for services as suchhis services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transfereesIUMA Shareholders. This power of attorney is coupled with an interest and is irrevocable. (iib) The Shareholder Representative shall not be liable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and not in a manner constituting gross negligence, and any act done or omitted pursuant to the exercise advice of reasonable judgmentcounsel shall be conclusive evidence of such good faith. The Company IUMA Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the such Shareholder Representative and arising out of or in connection with the acceptance or administration of the Shareholders Representative's his duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative.

Shareholder Representative. (ia) In By virtue of their approval of this Agreement, the event that the Merger is approvedNordic Shareholders will be deemed to have irrevocably constituted and appointed, effective upon such voteas of the Effective Time, Xxxx Xxxxxx (the "Shareholder Representative"), as their true and without further act of any shareholder, Unicorn Creative Services, Ltd. shall be appointed as lawful agent and attorney-in-fact (to enter into any agreement in connection with the "Shareholder Representative") for each Company Shareholdertransactions contemplated by this Agreement or the Indemnity Escrow Agreement, for and on behalf of -------------------------- shareholders to exercise all or any of the Companypowers, authority and discretion conferred on him under any such agreement, to waive any terms and conditions of any such agreement, to give and receive notices and communications, to authorize delivery to Parent GoodNoise of payments the Indemnity Escrow Holdback or other property from the Indemnity Escrow Fund in satisfaction of claims by ParentGoodNoise, 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 shareholders holders of a majority in interest of the Company Indemnity Escrow from time to time upon not less than thirty ten (3010) days 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 agentGoodNoise. No bond shall be required of the Shareholder Representative, and the The Shareholder Representative shall not receive no compensation for services as suchhis services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transfereesNordic Shareholders. This power of attorney is coupled with an interest and is irrevocable. (iib) The Shareholder Representative shall not be liable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and not in a manner constituting gross negligence, and any act done or omitted pursuant to the exercise advice of reasonable judgmentcounsel shall be conclusive evidence of such good faith. The Company Nordic Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the such Shareholder Representative and arising out of or in connection with the acceptance or administration of the Shareholders Representative's his duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative.

Shareholder Representative. (ia) In By virtue of their approval of this Agreement, the event that the Merger is approvedTarget Shareholders will be deemed to have irrevocably constituted and appointed, effective upon such voteas of the Effective Time, Xxxx Xxxxx (the "Shareholder Representative"), as their true and without further act of any shareholder, Unicorn Creative Services, Ltd. shall be appointed as lawful agent and attorney-in-fact (to enter into any agreement in connection with the "Shareholder Representative") for each Company Shareholdertransactions contemplated by this Agreement or the Indemnity Escrow Agreement, for and on behalf of -------------------------- shareholders to exercise all or any of the Companypowers, authority and discretion conferred on him under any such agreement, to waive any terms and conditions of any such agreement, to give and receive notices and communications, to authorize delivery to Parent Acquiror of payments the Indemnity Escrow Holdback or other property from the Indemnity Escrow Fund in satisfaction of claims by ParentAcquiror, 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 shareholders holders of a majority in interest of the Company Indemnity Escrow from time to time upon not less than thirty ten (3010) days 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 agentAcquiror. No bond shall be required of the Shareholder Representative, and the The Shareholder Representative shall not receive no compensation for services as suchhis services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transfereesTarget Shareholders. This power of attorney is coupled with an interest and is irrevocable. (iib) The Shareholder Representative shall not be liable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in any act done or omitted pursuant to the exercise advice of reasonable judgmentcounsel shall be conclusive evidence of such good faith. The Company Target Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the such Shareholder Representative and arising out of or in connection with the acceptance or administration of the Shareholders Representative's his duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative.