Common use of Shareholders Committee Clause in Contracts

Shareholders Committee. (a) By the execution and delivery of this Agreement, each Shareholder shall be deemed to have appointed Xxxxxxx X. Xxxxx, Xx., Xxxxxxx X. Xxxxxxx and Xxxx X. Xxxxxxxx as the initial members of a three-person committee (the "SHAREHOLDERS' COMMITTEE"), to have irrevocably designated the Shareholders' Committee as the agent of each of the Shareholders with full power and authority, except as otherwise provided in this Agreement, in the name of and on behalf of the Shareholders, or in the name of the Shareholder' Committee, to take all actions required or permitted under this Agreement, to execute in the name of and on behalf of the Shareholders the Escrow Agreement, to take all actions required or permitted under the Escrow Agreement, and to bind and act on behalf of the Shareholders with respect to any matters which may arise under or in connection with this Agreement and the Escrow Agreement. Without limiting the foregoing, the authority and responsibilities of the Shareholders' Committee shall include, but not necessarily be limited to, the power: (i) to act for the Shareholders with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any Claim on behalf of the Shareholders and to transact matters of litigation; (ii) to execute and deliver the Escrow Agreement and all other ancillary agreements, certificates and documents that the Shareholders' Committee deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement; (iii) to receive funds and give receipts for funds, including in respect of any adjustments to the Purchase Price and any payments out of the Escrowed Funds; (iv) to do or refrain from doing any further act or deed on behalf of the Shareholders that the Shareholders' Committee deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as the Shareholders could do if personally present; (v) to receive service of process in connection with any Claims under this Agreement; and (vi) to engage accountants, lawyers and other person which, in the discretion of the Shareholders' Committee, shall be necessary or advisable in connection with carrying out its responsibilities under this Agreement and the Escrow Agreement. (b) By execution and delivery of this Agreement, each Shareholder shall be deemed to have approved the following terms and conditions pertaining to the Shareholders' Committee: (i) Actions of the Shareholders' Committee shall require approval by a majority of the members then serving. Decisions of the Shareholders' Committee, when evidenced by a writing executed by a majority of the members of the Shareholders' Committee shall be final, binding and conclusive upon each Shareholder. Third parties, including but not limited to PHI and the Escrow Holder under the Escrow Agreement, may rely upon any such decision, act or instruction as being the decision, act or instruction of each Shareholder and any notice given to the Shareholders' Committee under this Agreement or the Escrow Agreement shall constitute effective notice to all the Shareholders. In the event of the disability, death, or resignation of any member of the Shareholders' Committee, the remaining member or members, or if there is none, a majority in interest of the Shareholders based on their pro rata percentage interest as shown on the Shareholders' Committee Disclosure Schedule, shall designate the successor member or members to fill such vacancy or vacancies. The Shareholders' Committee shall send notice of changes in members of the Shareholders' Committee to each Shareholder at his or her last address of record. (ii) In taking any action under this Agreement or the Escrow Agreement, the members of the Shareholders' Committee shall be protected in relying upon any notice or other document reasonably believed to be genuine, or upon any evidence reasonably deemed by them to be sufficient. (iii) The members of the Shareholders' Committee shall not be liable to the Shareholders for any loss, damage, cost, expense whatsoever arising under this Agreement or the Escrow Agreement, excepting only to the extent such damage, cost or expense was caused solely by the gross negligence or willful misconduct of the individual member of the Shareholders' Committee against whom a claim is made. (iv) Each member of the Shareholders' Committee, and their respective successors, shall be indemnified and held harmless by the Shareholders to the fullest extent permissible under California law (including attorneys' fees, judgments, fines, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection with their role as members of the Shareholders' Committee; PROVIDED that the indemnification obligation of the Shareholders hereunder shall be several and only in proportion to their respective shareholdings in the Company prior to the Closing. The foregoing right to indemnification shall include advances to cover expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, THAT such advances shall be made only upon an undertaking, by or on behalf of the indemnitee, that such advances will be repaid if it shall ultimately be determined that such person is not entitled to be indemnified. The foregoing right to indemnification shall continue as to a person who has ceased to be a member of the Shareholders' Committee and shall inure to the benefit of his heirs, executors and administrators. (v) The members of the Shareholders' Committee shall serve without compensation but shall be reimbursed by the Shareholders for attorney fees and other out-of-pocket expenses reasonably incurred or suffered by such person in connection with their role as members of the Shareholders' Committee, or in connection with any dispute arising under this Agreement or the Escrow Agreement. (vi) Out of the Purchase Price otherwise due the Shareholders at the Closing, the Shareholders hereby irrevocably authorize PHI to deposit $100,000 to an interest bearing account established by and in the name of the Shareholders' Committee (the "SHAREHOLDERS' COMMITTEE ACCOUNT"). The funds in the Shareholders' Committee Account shall be used exclusively by the Shareholders' Committee in carrying out its responsibilities under this Agreement and the Escrow Agreement and to reimburse and/or indemnify the Shareholders' Committee as authorized in this Section 14.14. The Shareholders' Committee shall provide prompt written notice to the Shareholders of all disbursements from the Shareholders' Committee Account. All funds in the Shareholders' Committee Account shall be disbursed to the Shareholders, in accordance with their respective pro rata percentage interest as shown on SCHEDULE 1, at the first anniversary of the Closing, provided, however, that if any claim under the indemnification provisions of Section 10 is then pending then the balance of such funds shall be disbursed promptly after settlement or final disposition of such claim or claims. (vii) The authority conferred under this Section 14.14 shall be an agency coupled with an interest, and all authority conferred hereby is irrevocable and not subject to termination by the Shareholders or any one of them or by operation of law.

Shareholders Committee. (a) By From and after the date of the execution and delivery of this Agreement, each Shareholder Buyer shall be deemed entitled to have appointed Xxxxxxx X. Xxxxx, Xx., Xxxxxxx X. Xxxxxxx and Xxxx X. Xxxxxxxx as the initial members of deal exclusively with a three-person committee Shareholders’ Committee (the "SHAREHOLDERS' COMMITTEE")“Shareholders’ Committee”) in respect of all notices, disputes and other matters delegated to have irrevocably designated the Shareholders' ’ Committee as the agent of each of the Shareholders with full power and authority, except as otherwise provided in this Agreement, in the name of and on behalf of the Shareholders, or in the name of the Shareholder' Committee, pursuant to take all actions required or permitted under this Agreement, to execute in the name of and on behalf of the Shareholders the Escrow Agreement, to take all actions required or permitted under the Escrow Agreement, and to bind and act on behalf of the Shareholders with respect to any matters which may arise under or in connection with this Agreement and or the Escrow Agreement. Without limiting the foregoing, the authority and responsibilities of the The Shareholders' ’ Committee shall includeconsist of Mxxxxxx X. XxXxxxx, but not necessarily be limited to, Mxxx X. Xxxxxx and Dxxxxx X. Xxxxx and shall have the powerpower and authority: (i) to act for execute and deliver the Shareholders Escrow Agreement (with regard such modifications or changes therein as to matters pertaining to indemnification referred to which the Shareholders’ Committee, in this Agreementits sole discretion, including the power to compromise any Claim on behalf of the Shareholders shall have consented) and to transact matters of litigationagree to such amendments or modifications thereto as the Shareholders’ Committee, in its sole discretion, determines to be desirable; (ii) to execute and deliver such waivers, consents and amendments in connection with this Agreement and the Escrow Agreement and the consummation of the transactions contemplated hereby and thereby as the Shareholders’ Committee, in its sole discretion, may deem necessary or desirable; (iii) except as otherwise provided herein, to collect and receive all monies and other proceeds and property payable to the Sellers, pursuant to the terms of the Escrow Agreement, including, without limitation, the Escrow Amount and any portion of or earnings accrued on such Escrow Amount which are distributable to the Sellers, subject to the Escrow Agreement, and to apply the proceeds thereof to the payment of (or reimbursement of the Shareholders’ Committee for) expenses and liabilities which the Shareholders’ Committee may actually incur in the performance of its duties pursuant to this Agreement or the Escrow Agreement and, subject to any applicable withholding retention laws, to disburse and pay the same to each of the Sellers to the extent of, and in accordance with, the respective interests of the Sellers, as set forth on Schedule III to the Escrow Agreement; (iv) to enforce and protect the rights and interests of the Sellers arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, without limitation, in connection with any and all claims for indemnification brought under Article VIII hereof), and to take any and all actions which the Shareholders’ Committee believes are necessary or appropriate under either of the Escrow Agreement and/or this Agreement for and on behalf of the Sellers including, consenting to, compromising or settling any such claims, conducting negotiations with Buyer and its representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by the Buyer, or any other Person, or by any Governmental Authority against the Shareholders’ Committee and/or any of the Sellers and/or the Escrow Amount, and receive process on behalf of any or all of the Sellers in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Shareholders’ Committee shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such claim, action, proceeding or investigation; (C) file any proofs of debt, claims and petitions as the Shareholders’ Committee may deem advisable or necessary; (D) settle or compromise any claims asserted under either this Agreement or the Escrow Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Shareholders’ Committee shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (v) to refrain from enforcing any right of the Sellers or any of them and/or the Shareholders’ Committee arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the Shareholders’ Committee, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Shareholders’ Committee or by the Sellers unless such waiver is in writing signed by the waiving party or by the Shareholders’ Committee; (vi) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Shareholders’ Committee, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement, the Escrow Agreement and all other ancillary agreements, certificates and documents that the Shareholders' Committee deems necessary or appropriate instruments referred to herein or therein or executed in connection with the consummation of the transactions contemplated by this Agreement;herewith and therewith; and (iiivii) to receive funds engage special counsel, accountants and give receipts for funds, including in respect of any adjustments to the Purchase Price other advisors and any payments out of the Escrowed Funds; (iv) to do or refrain from doing any further act or deed incur such other expenses on behalf of the Shareholders that the Shareholders' Committee deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as the Shareholders could do if personally present; (v) to receive service of process Sellers in connection with any Claims under this Agreement; and (vi) to engage accountants, lawyers and other person which, in the discretion of the Shareholders' Committee, shall be necessary or advisable in connection with carrying out its responsibilities under this Agreement and the Escrow Agreement. (b) By execution and delivery of this Agreement, each Shareholder shall be deemed to have approved the following terms and conditions pertaining to the Shareholders' Committee: (i) Actions of the Shareholders' Committee shall require approval by a majority of the members then serving. Decisions of the Shareholders' Committee, when evidenced by a writing executed by a majority of the members of the Shareholders' Committee shall be final, binding and conclusive upon each Shareholder. Third parties, including but not limited to PHI and the Escrow Holder under the Escrow Agreement, may rely upon any such decision, act or instruction as being the decision, act or instruction of each Shareholder and any notice given to the Shareholders' Committee matter arising under this Agreement or the Escrow Agreement shall constitute effective notice to all as the Shareholders. In the event of the disability, death, or resignation of any member of the Shareholders' Committee, the remaining member or members, or if there is none, a majority in interest of the Shareholders based on their pro rata percentage interest as shown on the Shareholders' ’ Committee Disclosure Schedule, shall designate the successor member or members to fill such vacancy or vacancies. The Shareholders' Committee shall send notice of changes in members of the Shareholders' Committee to each Shareholder at his or her last address of recorddeems appropriate. (ii) In taking any action under this Agreement or the Escrow Agreement, the members of the Shareholders' Committee shall be protected in relying upon any notice or other document reasonably believed to be genuine, or upon any evidence reasonably deemed by them to be sufficient. (iii) The members of the Shareholders' Committee shall not be liable to the Shareholders for any loss, damage, cost, expense whatsoever arising under this Agreement or the Escrow Agreement, excepting only to the extent such damage, cost or expense was caused solely by the gross negligence or willful misconduct of the individual member of the Shareholders' Committee against whom a claim is made. (iv) Each member of the Shareholders' Committee, and their respective successors, shall be indemnified and held harmless by the Shareholders to the fullest extent permissible under California law (including attorneys' fees, judgments, fines, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection with their role as members of the Shareholders' Committee; PROVIDED that the indemnification obligation of the Shareholders hereunder shall be several and only in proportion to their respective shareholdings in the Company prior to the Closing. The foregoing right to indemnification shall include advances to cover expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, THAT such advances shall be made only upon an undertaking, by or on behalf of the indemnitee, that such advances will be repaid if it shall ultimately be determined that such person is not entitled to be indemnified. The foregoing right to indemnification shall continue as to a person who has ceased to be a member of the Shareholders' Committee and shall inure to the benefit of his heirs, executors and administrators. (v) The members of the Shareholders' Committee shall serve without compensation but shall be reimbursed by the Shareholders for attorney fees and other out-of-pocket expenses reasonably incurred or suffered by such person in connection with their role as members of the Shareholders' Committee, or in connection with any dispute arising under this Agreement or the Escrow Agreement. (vi) Out of the Purchase Price otherwise due the Shareholders at the Closing, the Shareholders hereby irrevocably authorize PHI to deposit $100,000 to an interest bearing account established by and in the name of the Shareholders' Committee (the "SHAREHOLDERS' COMMITTEE ACCOUNT"). The funds in the Shareholders' Committee Account shall be used exclusively by the Shareholders' Committee in carrying out its responsibilities under this Agreement and the Escrow Agreement and to reimburse and/or indemnify the Shareholders' Committee as authorized in this Section 14.14. The Shareholders' Committee shall provide prompt written notice to the Shareholders of all disbursements from the Shareholders' Committee Account. All funds in the Shareholders' Committee Account shall be disbursed to the Shareholders, in accordance with their respective pro rata percentage interest as shown on SCHEDULE 1, at the first anniversary of the Closing, provided, however, that if any claim under the indemnification provisions of Section 10 is then pending then the balance of such funds shall be disbursed promptly after settlement or final disposition of such claim or claims. (vii) The authority conferred under this Section 14.14 shall be an agency coupled with an interest, and all authority conferred hereby is irrevocable and not subject to termination by the Shareholders or any one of them or by operation of law.

Shareholders Committee. (a) By the execution and delivery For purposes of this Agreement, each the Shareholder shall be deemed to have appointed Parties hereby designate a two (2) person committee consisting of Xxxxxxx X. Xxxxx, Xx., Xxxxxxx Xxxxx and Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxxx Xxxxx to serve as the initial members of a three-person committee (the "SHAREHOLDERS' COMMITTEE"), to have irrevocably designated the Shareholders' Committee as the agent of each sole and exclusive representative of the Shareholders (“Shareholders’ Committee”) from and after the Closing Date with full power respect to the matters set forth in this Agreement, such service to be without compensation. Notwithstanding anything to the contrary contained in this Agreement, the Shareholders’ Committee shall have no duties or responsibilities except those expressly set forth herein, and authorityno implied covenants, except functions, responsibilities, duties, obligations or liabilities on behalf of the Company or any Shareholder shall otherwise exist against the Shareholders’ Committee. Except as otherwise expressly provided in this Agreement, in the name Shareholders’ Committee shall have no duties or responsibilities to Buyer or its Affiliates. Notwithstanding the foregoing, Buyer shall be entitled to rely upon any actions taken by the Shareholders’ Committee as the duly authorized action of and the Shareholders’ Committee on behalf of each Shareholder Party with respect to any matters set forth in this Agreement. (b) The unanimous vote of the committee members shall constitute the act of the Shareholders’ Committee. Xxxxxxxx X. Xxxxx is hereby designated as the alternative Shareholders’ Committee member and is hereby authorized to act as a member of the Shareholders’ Committee in the event that Xxxxxxx X. Xxxxx or Xxxxx X. Xxxxx are unable, or in the name of the Shareholder' Committeeotherwise fail, to take all actions required act. In the event that any individual authorized hereunder as a committee member shall die, become incapacitated, resign or permitted under this Agreement, otherwise fail to execute in the name of and on behalf of the Shareholders the Escrow Agreement, to take all actions required or permitted under the Escrow Agreement, and to bind and act on behalf of the Shareholders with respect for any reason, a new individual shall be elected to any matters which may arise under the committee by action or in connection with this Agreement and written consent of Shareholders who held immediately prior to the Escrow Agreement. Without limiting the foregoing, the authority and responsibilities Closing Date no less than fifty-one percent (51%) of the Shares (other than Shares held in the Company’s treasury or Shares owned by Buyer or any direct or indirect wholly owned subsidiary of Buyer), and if none is so selected within thirty (30) days, then the committee shall be reduced by one member. (c) The Shareholders' ’ Committee shall include, but not necessarily be limited to, the power: (i) promptly deliver to act for the Shareholders with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise each Shareholder any Claim on behalf of the Shareholders and to transact matters of litigation; (ii) to execute and deliver the Escrow Agreement and all other ancillary agreements, certificates and documents that notice received by the Shareholders' ’ Committee deems necessary or appropriate in connection with the consummation of the transactions contemplated by concerning this Agreement; (iii) to receive funds and give receipts for funds, including in respect of any adjustments to the Purchase Price and any payments out of the Escrowed Funds; (iv) to do or refrain from doing any further act or deed on behalf of the Shareholders that the Shareholders' Committee deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as the Shareholders could do if personally present; (v) to receive service of process in connection with any Claims under this Agreement; and (vi) to engage accountants, lawyers and other person which, in the discretion of the Shareholders' Committee, shall be necessary or advisable in connection with carrying out its responsibilities under this Agreement and the Escrow Agreement. (bd) By execution and delivery of this Agreement, each Shareholder shall be deemed to have approved the following terms and conditions pertaining to Neither the Shareholders' Committee: (i) Actions of ’ Committee nor any agent employed by the Shareholders' Committee shall require approval by a majority of the members then serving. Decisions of the Shareholders' Committee, when evidenced by a writing executed by a majority of the members of the Shareholders' ’ Committee shall be final, binding and conclusive upon each Shareholder. Third parties, including but not limited liable to PHI and the Escrow Holder under the Escrow Agreement, may rely upon any such decision, act or instruction as being the decision, act or instruction of each Shareholder and any notice given relating to the performance of such Shareholders' Committee ’ Committee’s duties under this Agreement for any errors in judgment, negligence, oversight, breach of duty or otherwise except to the Escrow Agreement shall constitute effective notice to all extent it is finally determined in a court of competent jurisdiction by clear and convincing evidence that the actions taken or not taken by the Shareholders. In the event of the disability, death, ’ Committee constituted fraud or resignation of any member of the Shareholders' Committee, the remaining member were taken or members, or if there is none, a majority not taken in interest of the Shareholders based on their pro rata percentage interest as shown on the Shareholders' Committee Disclosure Schedule, shall designate the successor member or members to fill such vacancy or vacanciesbad faith. The Shareholders' ’ Committee shall send notice of changes in members of the Shareholders' Committee to each Shareholder at his or her last address of record. (ii) In taking any action under this Agreement or the Escrow Agreement, the members of the Shareholders' Committee shall be protected in relying upon any notice or other document reasonably believed to be genuine, or upon any evidence reasonably deemed by them to be sufficient. (iii) The members of the Shareholders' Committee shall not be liable to the Shareholders for any loss, damage, cost, expense whatsoever arising under this Agreement or the Escrow Agreement, excepting only to the extent such damage, cost or expense was caused solely by the gross negligence or willful misconduct of the individual member of the Shareholders' Committee against whom a claim is made. (iv) Each member of the Shareholders' Committee, and their respective successors, shall be indemnified and held harmless by the Shareholders to the fullest extent permissible under California law (against all losses, including attorneys' feescosts of defense, judgments, fines, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection with their role as members of the Shareholders' Committee; PROVIDED that the indemnification obligation of the Shareholders hereunder shall be several and only in proportion to their respective shareholdings in the Company prior to the Closing. The foregoing right to indemnification shall include advances to cover expenses incurred in defending any proceeding in advance of its final disposition, PROVIDED, THAT such advances shall be made only upon an undertaking, by or on behalf of the indemnitee, that such advances will be repaid if it shall ultimately be determined that such person is not entitled to be indemnified. The foregoing right to indemnification shall continue as to a person who has ceased to be a member of the Shareholders' Committee and shall inure to the benefit of his heirs, executors and administrators. (v) The members of the Shareholders' Committee shall serve without compensation but shall be reimbursed by the Shareholders for attorney fees and other out-of-pocket expenses reasonably incurred or suffered by such person in connection with their role as members of the Shareholders' Committee, or in connection with any dispute arising under this Agreement action, suit, proceeding or claim to which the Escrow Agreement. (vi) Out Shareholders’ Committee is made a party by reason of the Purchase Price otherwise due the Shareholders at the Closing, the Shareholders hereby irrevocably authorize PHI to deposit $100,000 to an interest bearing account established by and in the name of fact that the Shareholders' ’ Committee (the "SHAREHOLDERS' COMMITTEE ACCOUNT"). The funds in was acting as the Shareholders' ’ Committee Account shall be used exclusively by the Shareholders' Committee in carrying out its responsibilities under pursuant to this Agreement and the Escrow Agreement and to reimburse and/or indemnify the Shareholders' Committee as authorized in this Section 14.14. The Shareholders' Committee shall provide prompt written notice to the Shareholders of all disbursements from the Shareholders' Committee Account. All funds in the Shareholders' Committee Account shall be disbursed to the Shareholders, in accordance with their respective pro rata percentage interest as shown on SCHEDULE 1, at the first anniversary of the Closing, Agreement; provided, however, that if any claim under the Shareholders’ Committee shall not be entitled to indemnification provisions hereunder to the extent it is finally determined in a court of Section 10 is then pending then competent jurisdiction by clear and convincing evidence that the balance of such funds actions taken or not taken by the Shareholders’ Committee constituted actual fraud or were taken or not taken in bad faith. The Shareholders’ Committee shall be disbursed promptly after settlement protected in acting upon any notice, statement or final disposition certificate believed by the Shareholders’ Committee to be genuine and to have been furnished by the appropriate Person and in acting or refusing to act in good faith on any matter. Neither the Shareholders’ Committee nor any agent employed by the Shareholders’ Committee shall be liable to the Buyer or any Affiliate of such claim the Buyer by reason of this Agreement or claimsthe performance of Shareholders’ Committee’s duties hereunder or otherwise. Notwithstanding the foregoing, Buyer shall be entitled to rely upon any actions taken by the Shareholders’ Committee as the duly authorized action of the Shareholders’ Committee on behalf of each Shareholder Party with respect to any matters set forth in this Agreement. (viie) The authority conferred under this Section 14.14 Shareholders’ Committee shall not take any action on behalf of the Shareholder Parties unless authorized to do so in a writing signed by Shareholder Parties who held immediately prior to Closing Date no less than fifty-one percent (51%) of the Shares (other than Shares held in the Company’s treasury or Shares owned by Buyer or any direct or indirect wholly owned subsidiary of Buyer). (f) Buyer shall be an agency coupled with an interest, and all authority conferred hereby is irrevocable and not subject entitled to termination rely upon any actions taken by the Shareholders or Shareholders’ Committee as the duly authorized action of the Shareholders’ Committee on behalf of each Shareholder Party with respect to any one of them or by operation of lawmatters set forth in this Agreement.