Shareholders’ Representative. (a) The Selling Parties, by adopting this Agreement and the transactions contemplated hereby, hereby irrevocably appoint and constitute K Laser as the Shareholders’ Representative for and on behalf of the Selling Parties, with the authority (i) to perform the obligations of the Shareholders’ Representative set forth in this Agreement and the Option Agreement, (ii) to give and receive notices and communications, (iii) to agree to, negotiate, enter into and provide amendments and supplements to and waivers in respect of this Agreement and the Option Agreement, (iv) to retain legal counsel, accountants, consultants and other experts, and incur any other reasonable expenses, in connection with, and to take all actions necessary or appropriate in the judgment of the Shareholders’ Representative for the accomplishment of, any or all of the foregoing. K Laser hereby accepts its appointment as the Shareholders’ Representative. Such agency may be changed by the holders of a majority in interest of the shares of Everest of the Selling Parties from time to time upon not less than ten (10) days’ prior written notice to all of the Selling Parties and to Parent and Purchaser. No bond shall be required of the Shareholders’ Representative. Notices or communications to or from the Shareholders’ Representative to Parent shall constitute notice to or from each of the Selling Parties, except for notices related to any action for which the Selling Parties’ consent is required under the terms of this Agreement or applicable law. Each Selling Party agrees to receive correspondence from the Shareholders’ Representative, including in electronic form.
(b) The Shareholders’ Representative shall not be liable for any act done or omitted hereunder as the Shareholders’ Representative while acting in good faith and without negligence and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith and absence of negligence. The Selling Parties shall severally (and not jointly), according to each Selling Parties’ pro-rata interest in the shares of Everest, indemnify the Shareholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders’ Representative and arising out of or in connection with the acceptance or administration of his duties hereunder. No provision of this Agreement shall require the Shareholders’ Representative to expend or risk i...
Shareholders’ Representative. (a) By the execution and delivery of this Agreement, subject to the terms of Section 10.15(b), each Shareholder irrevocably appoints, authorizes and directs Xxxxxx X. Xxxxxxx to act as such Shareholder's agent, representative, proxy and attorney-in-fact (in his capacity as Shareholders' Representative) after the Closing Date for the purpose of effecting the consummation of the transactions contemplated by this Agreement and the Transaction Documents, and exercising, on behalf of all Shareholders, the rights and powers of the Shareholders hereunder and thereunder. Without limiting the generality of the foregoing, the Shareholders' Representative shall have full power and authority, for and on behalf of the Shareholders, to take all actions, and to exercise such rights, power and authority, in connection with the transactions contemplated hereby and thereby and to exercise such rights, power and authority as are incidental thereto, to represent any Shareholder from and after the Closing, to give or receive any notices required or permitted to be given hereunder and thereunder, to accept service of process on behalf of any Shareholders, to execute and deliver, or hold in escrow and release, any exhibits or amendments to this Agreement, the Transaction Documents or any other agreements, certificates, stock powers, statements, notices, approvals, extensions or waivers relating to the transactions contemplated hereby or thereby, to conduct or cease to conduct the defense of all Claims against any Shareholder in connection with this Agreement and to settle all such Claims on behalf of all the Shareholders and exercise any and all rights that the Shareholders are permitted or required to do or exercise under Article IX, and in connection with any Claim against or by the Shareholders under this Agreement. The appointment and agency of the Shareholders' Representative is irrevocable, and shall be deemed to be coupled with an interest. Execution of this Agreement by the Shareholders shall constitute agreement to be bound by the actions of the Shareholders' Representative taken hereunder and thereunder. The Parties agree that, as to all matters arising under this Agreement and the Transaction Documents after the Closing Date, the Shareholders' Representative shall act for and on behalf of the Shareholders, and to the extent Shareholders are asked to execute documents and to take other actions after the Closing and do not do so as promptly as possible when requested, t...
Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Xxxx Xxxxxxxxx, as their agent and attorney in fact (the "Shareholders' Representative") with full power and authority until the Closing to execute, deliver and receive on their behalf all notices, requests and other communications hereunder; to fix and alter on their behalf the date, time and place of the Closing; to waive, amend or modify any provisions of this Plan and to take such other action on their behalf in connection with this Plan, the Closing and the transactions contemplated hereby as such agent deems appropriate; provided, however, that no such waiver, amendment or modification may be made if it would decrease the number of shares to be issued to the Shareholders under Section 1 hereof or increase the extent of their obligation to WWN hereunder, unless agreed in writing by the Shareholders.
Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Cassxxx & Xssociates, Washington, D.C. as their agent and attorney in fact ("Shareholders' Representative") with full power and authority until the Closing to execute, deliver, and receive on their behalf all notices, requests, and other communications hereunder; to fix and alter on their behalf the date, time, and place of the Closing; to waive, amend, or modify any provisions of this agreement, and to take such other action on their behalf in connection with this agreement, the Closing, and the transactions contemplated hereby as such agent or agents deem appropriate; provided, however, that no such waiver, amendment, or modification may be made if it would decrease the number of shares to be issued to the Shareholders hereunder or increase the extent of their obligation to indemnify Pet Quarters hereunder.
Shareholders’ Representative. In order to administer efficiently the implementation of this Agreement, by executing and delivering this Agreement, the Company Shareholders hereby appoint Xxxxxxx X. Xxxxxx as their representative (the “Shareholders’ Representative”).
(a) The Company Shareholders hereby authorize the Shareholders’ Representative (i) to take all necessary action in connection with the implementation of Section 1.5 and Article IX hereof, (ii) to take all actions under the Escrow Agreement and (iii) to give and receive all notices required to be given under this Agreement or the Escrow Agreement.
(b) The Shareholders’ Representative may be removed and a successor appointed by the action of not less than two-thirds of the Company Shareholders upon written notice to Parent, and such successor shall be deemed to be the Shareholders’ Representative for all purposes of this Agreement; provided however, that no change in the Shareholders’ Representative shall be effective until such written notice is delivered to Parent.
(c) The Company Shareholders agree that:
(i) Parent shall be authorized to rely conclusively on the written instructions and decisions of the Shareholders’ Representative as to any actions required or permitted to be taken by the Company Shareholders or the Shareholders’ Representative under Section 1.5 and Article IX of this Agreement and the Escrow Agreement, and none of such Company Shareholders shall have any cause of action against Parent for any action taken by Parent in reliance upon such written instructions or decisions of the Shareholders’ Representative;
(ii) All written decisions and instructions of the Shareholders’ Representative in relation to Section 1.5 and Article IX hereof and the Escrow Agreement shall be conclusive and binding on all of the Company Shareholders and no Company Shareholder shall have the right to object to, dissent from, protest or otherwise contest the same or any cause of action against the Shareholders’ Representative for any action taken, decision made or instruction given by the Shareholders’ Representative under Section 1.5 or Article IX hereof and the Escrow Agreement; except for any of the foregoing constituting gross negligence, fraud or willful breach of this Agreement by the Shareholders’ Representative;
(iii) Remedies available at law for any breach of the provisions of this Section 1.11 are inadequate; therefore Parent shall be entitled to temporary and permanent injunctive relief relating to any such breach withou...
Shareholders’ Representative. (a) In order to administer efficiently the rights and obligations of the Shareholders under this Agreement, the Shareholders hereby designate and appoint Haroxx Xxxxx xx the Shareholders' Representative, to serve as the Shareholders' agent and attorney-in-fact for the limited purposes set forth in Section 5.3(b) of this Agreement.
(b) Each of the Shareholders hereby appoints the Shareholders' Representative as such Shareholder's agent, proxy and attorney-in-fact, with full power of substitution, for all purposes set forth in this Agreement, including, without limitation, the full power and authority on such Shareholder's behalf (i) to consummate the transactions contemplated by this Agreement, (ii) to disburse any funds received hereunder to the Shareholders, (iii) to enter into the Disbursement Agent Agreement, Rights Agreement and Security Agreement on behalf of the Shareholders, (iv) to execute and deliver any certificates representing the Shares and execution of such further instruments of assignment as Buyer shall reasonably request, (v) to execute and deliver on behalf of each Shareholder any amendment or waiver under this Agreement, (vi) to retain legal counsel and other professional services, at the expense of the Shareholders, in connection with the performance by the Shareholders' Representative of this Agreement, (vii) to execute financing statements, termination statements and other documents on behalf of the Shareholders under the Security Agreement and (viii) to do each and every act and exercise any and all rights which such Shareholder or Shareholders are permitted or required to do or exercise under this Agreement and the other agreements, documents and certificates executed in connection herewith. Each of the Shareholders agrees that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Shareholders' Representative and shall survive the death, bankruptcy or other incapacity of any Shareholder; provided that such agency and proxy shall terminate if this Agreement is terminated pursuant to its terms.
(c) Each of the Shareholders hereby agrees that any amendment or waiver under this Agreement, the Disbursement Agent Agreement, the Rights Agreement, the Security Agreement or the Securities, and any action taken on behalf of the Shareholders to enforce the rights of the Shareholders under this Agreement and the Notes or the Warrants, and any action taken with respect to any indemnification cla...
Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Kxxxx Xxxxxx as their agent and attorney in fact ("Shareholders' Representative") with full power and authority until the Closing to execute, deliver, and receive on their behalf all notices, requests, and other communications hereunder; to fix and alter on their behalf the date, time, and place of the Closing; to waive, amend, or modify any provisions of this Agreement, and to take such other action on their behalf in connection with this Agreement, the Closing, and the transactions contemplated hereby as such agent or agents deem appropriate; provided, however, that no such waiver, amendment, or modification may be made if it would decrease the number of shares to be issued to the Shareholders hereunder or increase the extent of their obligation to indemnify Digital Technologies hereunder.
Shareholders’ Representative. (a) Each of the Shareholders hereby appoints Donald L. Lucas, its agent and attorney-in-fact, as the Shxxxxxxxxxx' Xxxresentative for and on behalf of the Shareholders, to give and receive notices and communications, to object to the calculation of the Consideration, to agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to claims for indemnification pursuant to this Article XII, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Shareholders' Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed or terminated by the Shareholders from time to time upon not less than thirty days prior written notice to the Purchaser. No bond shall be required of the Shareholders' Representative, and the Shareholders' Representative shall not receive compensation for his services. Notices or communications to or from the Shareholders' Representative shall constitute notice to or from the Shareholders.
(b) A decision, act, consent or instruction of the Shareholders' Representative, including but not limited to an amendment, extension or waiver of this Agreement pursuant to Sections 13.2 and 13.3 hereof, shall constitute a decision of the Shareholders and shall be final, binding and conclusive upon the Shareholders, and the Purchaser may rely upon any such decision, act, consent or instruction of the Shareholders' Representative as being the decision, act, consent or instruction of the Shareholders. The Purchaser is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction of the Shareholders' Representative.
Shareholders’ Representative. Xxxxxxx hereby irrevocably acknowledges that each Seller has appointed Xxxxxxx as his agent and representative, an attorney in fact for all purposes under this Agreement. Each Seller has authorized Xxxxxxx, on behalf in the name of such Sellers, to (i) receive all notices or documents or to be given to him by Buyer pursuant hereto; (ii) deliver at Closing the certificates for the shares of each Seller in exchange for his portion of the purchase price (iii) sign and deliver to Buyer at the Closing a receipt for his portion of the purchase price and transmits such purchase price to each Seller; (iv) deliver to Buyer at the Closing all certificates and documents to be delivered to Buyer by the Sellers pursuant to this Agreement, together with any other certificates and documents executed by each Seller and deposited with Xxxxxxx for such purpose; and (v) take such action on behalf of such Sellers as Xxxxxxx may xxxx appropriate hereof, including, but not limiting to waiving any inaccuracies in the representations or warranties of Buyer, waiving of any conditions precedent to the Sellers' obligations hereunder, and all such other matters as Xxxxxxx may deem necessary or appropriate to consummate this Agreement and the transactions contemplated hereby. Xxxxxxx acknowledges that the appointment as representative is irrevocable and is deemed coupled with an interest in any action taken by Xxxxxxx pursuant to such authority. Buyer shall not be obligated to inquire into the authority of Xxxxxxx and Buyer shall be protected in dealing with him.
Shareholders’ Representative. (a) By virtue of the the approval of the Merger and this Agreement by the Shareholders and without any further action of any of the Shareholders or the Company, Fortis Advisors LLC is hereby appointed as the exclusive agent and attorney-in-fact for each of the Shareholders, (i) to enter into and deliver the Escrow Agreement on behalf of each of the Shareholders, (ii) to authorize or object to delivery to the Purchaser of the Escrow Fund, or any portion thereof, in satisfaction of indemnification claims by the Purchaser in accordance with the provisions of the Escrow Agreement, and (iii) to take all actions necessary or appropriate in the judgment of the Shareholders’ Representative for the accomplishment of the foregoing under this Agreement, the Escrow Agreement or the Shareholders’ Representative Engagement Agreement. Notwithstanding the foregoing, the Shareholders’ Representative shall have no obligation to act on behalf of the Shareholders, except as expressly provided herein, in the Escrow Agreement and in the Shareholders’ Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Shareholders’ Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Schedules. The Shareholders’ Representative may resign at any time and such agency may be changed by the Shareholders as of immediately prior to the Effective Time from time to time upon no less than twenty (20) days prior written notice to the Purchaser Parties and, if after the Closing, the Purchaser, provided, however, that the Shareholders’ Representative may not be removed unless holders of at least 51% of all of the shares of Company Common Stock on an as-if converted basis outstanding immediately prior to the Effective Time. Any vacancy in the position of Shareholders’ Representative may be filled by approval of the holders of at least 51% of all of the shares of Company Common Stock on an as-if converted basis outstanding immediately prior to the Effective Time. Any removal or change of the Shareholders’ Representative shall not be effective until written notice is delivered to the Parent or Purchaser, as applicable. The immunities and rights to indemnification shall survive the resignation or removal of the Shareholders’ Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. No bond shall be required of the Shareholders’ Representative. Notices or co...
