Common use of SHAREHOLDERS' AGENTS Clause in Contracts

SHAREHOLDERS' AGENTS. If this Agreement and the principal terms of the Merger are approved by the Required Vote, the Merger Shareholders shall be deemed to have irrevocably appointed Gordxx Xxxxxxxx xxx Donaxx X. Xxxxxxx xx their agents for purposes of Section 9 and for purposes of acting on behalf of the Merger Shareholders pursuant to the terms of the Escrow Agreement and Registration Rights Agreement being delivered in connection with the transactions contemplated by this Agreement (the "Shareholders' Agents"). Each of the Shareholders' Agents shall have the authority to act on behalf of the Merger Shareholders in his individual capacity, provided the Shareholders' Agents have consulted with each other. Parent shall be entitled to deal exclusively with the Shareholders' Agents on all matters relating to Section 9 and on all matters contemplated by the Escrow Agreement and the Registration Rights Agreement referred to above, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Indemnitor by the Shareholders' Agents, and on any other action taken or purported to be taken on behalf of any Indemnitor by the Shareholders' Agents, as fully binding upon such Indemnitor. If one of the Shareholders' Agents shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Indemnitors, then the Indemnitors shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Shareholders' Agents" for purposes of Section 9 and this Section 10.1. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agents shall be deemed to refer to the Indemnitors.

SHAREHOLDERS' AGENTS. If this The Option holder hereby appoints Xxxxx Xxxxxxxx Xx Xxxxx, Xxx Xxxxxxxx and Xxxxxx Xxxxx (the “Shareholders’ Agents”) as its agents in connection with the administration, negotiation and settlement of all claims for Damages (as defined in the Support Agreement) relating to the indemnification obligations of the Former Company Shareholders under Section 9.2(a) of the Support Agreement. The Shareholders’ Agents have accepted such appointment by execution of the Support Agreement and this Agreement. The Shareholders’ Agents are authorized to give and receive notices and communications, to enter into an escrow agreement (the principal terms “Escrow Agreement”) with the Escrow Agent (as defined in the Support Agreement) and the Offeror, to authorize delivery to the Purchaser Indemnitees of any cash or other property from the Escrow Fund in satisfaction of claims by the Purchaser Indemnitees, to receive and accept payment in satisfaction of any claims by the Seller Indemnitees, 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 take all actions necessary or appropriate in the judgment of the Merger are approved by Shareholders’ Agents for the Required Vote, the Merger Shareholders shall be deemed to have irrevocably appointed Gordxx Xxxxxxxx xxx Donaxx X. Xxxxxxx xx their agents for purposes of Section 9 and for purposes of acting on behalf accomplishment of the Merger Shareholders pursuant foregoing. Any of the Shareholders’ Agents may resign upon thirty (30) days notice to the Former Company Shareholders, Option holders, Escrow Agent, Company and Offeror. In the event of the resignation of Xxxxx Xxxxxxxx Xx Xxxxx or Xxxxxx Xxxxx the remaining Shareholders’ Agents shall appoint a replacement. In the event of the resignation of Xxx Xxxxxxxx (or any successor to Xxx Xxxxxxxx), Xx. Xxxxx Xxxxxxxx shall appoint a replacement. The Shareholders’ Agents may receive compensation for their services in accordance with the terms of the Support Agreement. Notices or communications to each of the Shareholders’ Agents or from the Shareholders’ Agents shall constitute notice to or from each of the Former Company Shareholders. A decision, act, consent or instruction in writing signed by any two of the Shareholders’ Agents shall constitute a decision, act, consent, or instruction of all Former Company Shareholders and shall be final, binding and conclusive upon each of the Former Company Shareholders, and the Escrow Agreement Agent and Registration Rights Agreement the Offeror and the other Purchaser Indemnitees may rely upon any decision, act, consent or instruction in writing signed by any two of the Shareholders’ Agents as being delivered the decision, act, consent or instruction of each and every such Former Company Shareholder. The Escrow Agent and the Offeror and the other Purchaser Indemnitees 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 Shareholders’ Agents. The Former Company Shareholders shall severally indemnify each of the Shareholders’ Agents and hold them harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders’ Agents and arising out of or in connection with the transactions contemplated by this Agreement (the "Shareholders' Agents"). Each acceptance or administration of the Shareholders' Agents shall have the authority to act on behalf of the Merger Shareholders in his individual capacity, provided the Shareholders' Agents have consulted with each other. Parent shall be entitled to deal exclusively with the Shareholders' Agents on all matters relating to Section 9 and on all matters contemplated by the Escrow Agreement and the Registration Rights Agreement referred to above, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Indemnitor by the Shareholders' Agents, and on any other action taken or purported to be taken on behalf of any Indemnitor by the Shareholders' Agents, as fully binding upon such Indemnitor. If one of the Shareholders' Agents shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Indemnitors, then the Indemnitors shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Shareholders' Agents" for purposes of Section 9 and this Section 10.1. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agents shall be deemed to refer to the Indemnitorstheir duties hereunder.

SHAREHOLDERS' AGENTS. If this Agreement and the principal terms of the Merger are approved by the Required Vote, the Merger Shareholders (a) The Shareholders’ Agents shall be deemed to have irrevocably constituted and appointed Gordxx Xxxxxxxx xxx Donaxx X. Xxxxxxx xx their as agents for purposes of Section 9 and for purposes of acting on behalf of the Merger Former Company Shareholders who hereby (and pursuant to the terms Share Offer) constitute and appoint the Shareholders’ Agents as agents for and on behalf of the Escrow Agreement and Registration Rights Agreement being delivered Former Company Shareholders in connection with the transactions contemplated administration, negotiation and settlement of all claims for Damages relating the Former Company Shareholders’ indemnification obligations under Section 9.2(a). The Shareholders’ Agents hereby accept such appointment. The Shareholders’ Agents are authorized to give and receive notices and communications, to enter into the Escrow Agreement, to authorize delivery to the Purchaser Indemnitees of the cash or other property from the Escrow Fund in satisfaction of claims by the Purchaser Indemnitees, to receive and accept payment in satisfaction of any claims by the Seller Indemnitees, 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 disputes or claims under this Agreement (including disputes or claims under Section 9.2(a) or regarding Balance Sheet Disputes), and take all actions necessary or appropriate in the "Shareholders' Agents"). Each judgment of the Shareholders' ’ Agents for the accomplishment of the foregoing. Any of the Shareholders’ Agents may resign upon thirty (30) days notice to the parties to this Agreement. If either of Xxxxxx Xxxxx or Xxxxx Xxxxxxxx Xx Xxxxx resigns in accordance with this Section 9.9 (a), than the remaining two (2) Shareholders’ Agents shall have appoint a replacement. If Xxx Xxxxxxxx (or any successor to Xxx Xxxxxxxx) resigns in accordance with this Section 9.9 (a), then Xx. Xxxxx Xxxxxxxx shall appoint a replacement. The Shareholders’ Agents may receive compensation for their services. Notices or communications to each of the authority Shareholders’ Agents or from the Shareholders’ Agents shall constitute notice to or from each of the Former Company Shareholders. The Share Offer to be delivered to the Shareholders shall include provisions similar to those contained in this Section 9.9(a) with respect to the appointment of the Shareholders’ Agents to act on behalf of the Merger Shareholders in his individual capacity, provided the Shareholders' Agents have consulted with each other. Parent shall be entitled to deal exclusively with the Shareholders' Agents on all matters relating to Section 9 and on all matters contemplated by the Escrow Agreement and the Registration Rights Agreement referred to above, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Indemnitor by the Shareholders' Agents, and on any other action taken or purported to be taken on behalf of any Indemnitor by the Shareholders' Agents, as fully binding upon such Indemnitor. If one of the Shareholders' Agents shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Indemnitors, then the Indemnitors shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Shareholders' Agents" for purposes of Section 9 and this Section 10.1. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agents shall be deemed to refer to the Indemnitorstheir behalf.

SHAREHOLDERS' AGENTS. If this The Shareholder hereby appoints Xxxxx Xxxxxxxx Xx Xxxxx, Xxx Xxxxxxxx and Xxxxxx Xxxxx (the “Shareholders’ Agents”) as its agents in connection with the administration, negotiation and settlement of all claims for Damages (as defined in the Support Agreement) relating to the indemnification obligations of the Former Company Shareholders under Section 9.2(a) of the Support Agreement. The Shareholders’ Agents have accepted such appointment by execution of the Support Agreement and this Agreement. The Shareholders’ Agents are authorized to give and receive notices and communications, to enter into an escrow agreement (the principal terms “Escrow Agreement”) with the Escrow Agent (as defined in the Support Agreement) and the Offeror, to authorize delivery to the Purchaser Indemnitees of any cash or other property from the Escrow Fund in satisfaction of claims by the Purchaser Indemnitees, to receive and accept payment in satisfaction of any claims by the Seller Indemnitees, 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 take all actions necessary or appropriate in the judgment of the Merger are approved by Shareholders’ Agents for the Required Voteaccomplishment of the foregoing. Any of the Shareholders’ Agents may resign upon thirty (30) days notice to the Former Company Shareholders, Escrow Agent, Company and Offeror. In the event of the resignation of Xxxxx Xxxxxxxx Xx Xxxxx or Xxxxxx Xxxxx, the Merger Shareholders remaining Shareholders’ Agents shall be deemed to have irrevocably appointed Gordxx Xxxxxxxx xxx Donaxx X. Xxxxxxx xx their agents for purposes of Section 9 and for purposes of acting on behalf appoint a replacement. In the event of the Merger Shareholders pursuant resignation of Xxx Xxxxxxxx (or any successor to Xxx Xxxxxxxx), Xx. Xxxxx Xxxxxxxx shall appoint a replacement. The Shareholders’ Agents may receive compensation for their services in accordance with the terms of the Support Agreement. Notices or communications to each of the Shareholders’ Agents or from the Shareholders’ Agents shall constitute notice to or from each of the Former Company Shareholders. A decision, act, consent or instruction in writing signed by any two of the Shareholders’ Agents shall constitute a decision, act, consent, or instruction of all Former Company Shareholders and shall be final, binding and conclusive upon each of the Former Company Shareholders, and the Escrow Agreement Agent and Registration Rights Agreement the Offeror and the other Purchaser Indemnitees may rely upon any decision, act, consent or instruction in writing signed by any two of the Shareholders’ Agents as being delivered the decision, act, consent or instruction of each and every such Former Company Shareholder. The Escrow Agent and the Offeror and the other Purchaser Indemnitees 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 Shareholders’ Agents. The Former Company Shareholders shall severally indemnify each of the Shareholders’ Agents and hold them harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders’ Agents and arising out of or in connection with the transactions contemplated by this Agreement (the "Shareholders' Agents"). Each acceptance or administration of the Shareholders' Agents shall have the authority to act on behalf of the Merger Shareholders in his individual capacity, provided the Shareholders' Agents have consulted with each other. Parent shall be entitled to deal exclusively with the Shareholders' Agents on all matters relating to Section 9 and on all matters contemplated by the Escrow Agreement and the Registration Rights Agreement referred to above, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Indemnitor by the Shareholders' Agents, and on any other action taken or purported to be taken on behalf of any Indemnitor by the Shareholders' Agents, as fully binding upon such Indemnitor. If one of the Shareholders' Agents shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Indemnitors, then the Indemnitors shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Shareholders' Agents" for purposes of Section 9 and this Section 10.1. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agents shall be deemed to refer to the Indemnitorstheir duties hereunder.