Common use of Shareholders’ Representative Clause in Contracts

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. (a) Appointment of Representative. Each of the Shareholders hereby appoints Donald L. LucasManagement Shareholder and Employee Shareholder by signing this Agreement, its agent and attorneydesignates Jean-in-fact, as the Shxxxxxxxxxx' Xxxresentative for and on behalf of the Shareholders, Xxx Xxxonne 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 be the Shareholders' Representative for purposes of this Agreement and the accomplishment Related Agreements. In the event Jean-Xxx Xxxonne is unable or unwilling to serve, the Shareholders' Representative shall be selected by the holders of a majority of the foregoing shares of the Company or (ii) specifically mandated Exchangeco outstanding immediately prior to the Closing. Each Management Shareholder and Employee Shareholder agrees to be bound by any and all actions taken by the terms of Shareholders' Representative on his, her or its behalf under or otherwise relating to this AgreementAgreement and the transactions contemplated thereby. 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 The Parent Companies shall be required of entitled to rely upon any communication or writings given or executed by the Shareholders' Representative. All communications or writings to be sent to the Management Shareholders and Employee Shareholders pursuant to this Agreement may be addressed to the Shareholders' Representative and any communication or writing so sent shall be deemed notice to all of the Management Shareholders and Employee Shareholders hereunder. The Management Shareholders and Employee Shareholders hereby consent and agree that the Shareholders' Representative is authorized to accept deliveries, and including any notice, on behalf of the Shareholders pursuant hereto. The Shareholders' Representative shall not receive compensation for his or her 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. (a) Each holder of Company Common Stock, by signing this Agreement, designates Xxxxx Xxxxxx or, in the Shareholders hereby appoints Donald L. Lucasevent that Xxxxx Xxxxxx is unable or unwilling to serve, its agent and attorney-in-fact, as the Shxxxxxxxxxx' Xxxresentative for and on behalf of the ShareholdersXxxxxxx Xxxx, 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 be the Shareholders' Representative for purposes of this Agreement. The Shareholders shall be bound by any and all actions taken by the accomplishment Shareholders' Representative on their behalf. (b) USFloral shall be entitled to rely upon any communication or writings given or executed by the Shareholders' Representative. All communications or writings to be sent to Shareholders pursuant to this Agreement may be addressed to the Shareholders' Representative and any communication or writing so sent shall be deemed notice to all of the foregoing Shareholders hereunder. The Shareholders hereby consent and agree that the Shareholders' Representative is authorized to accept deliveries, including any notice, on behalf of the Shareholders pursuant hereto. (c) The Shareholders' Representative is hereby appointed and constituted the true and lawful attorney-in-fact of each Shareholder, with full power in his or (ii) specifically mandated by her name and on his or her behalf to act according to the terms of this Agreement. Such agency may be changed or terminated by Agreement in the Shareholders from time to time upon not less than thirty days prior written notice to the Purchaser. No bond shall be required absolute discretion of the Shareholders' Representative, and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with Article 9 of this Agreement. This power of attorney and all authority hereby conferred is granted subject to and coupled with 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 interest of the Shareholders' Representative, including but not limited to an amendment, extension or waiver of this Agreement pursuant to Sections 13.2 other Shareholders hereunder and 13.3 hereof, shall constitute a decision in consideration of the Shareholders mutual covenants and agreements made herein, and shall be finalirrevocable and shall not be terminated by any act of any Shareholder, binding and conclusive upon the Shareholdersby operation of law, and the Purchaser may rely upon whether by such Shareholder's death or 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' Representativeother event.

Shareholders’ Representative. (a) Each of the Shareholders hereby irrevocably appoints Donald L. LucasMr. Donate Xxxxxx, its Jr. (the “Shareholders’ Representative”) as such Shareholders’ 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 any action required or appropriate in the judgment of the Shareholders' Representative for the accomplishment of the foregoing or (ii) specifically mandated permitted to be taken by such Shareholder under the terms of this Agreement. Such agency may , the Cash Escrow Agreement or the Share Escrow Agreement, including, without limiting the generality of the foregoing, the giving and receipt of any notices to be changed delivered or terminated received by the Shareholders from time to time upon not less than thirty days prior written notice to the Purchaser. No bond shall be required or on behalf of any or all of the Shareholders' Representative, and the agrees to be bound by any and all actions taken by such agent on such 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’ behalf. (b) A decision, act, consent The Purchaser shall be entitled to rely exclusively upon any communications or instruction of writings given or executed by 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 ’ Representative and shall not be final, binding and conclusive liable in any manner whatsoever for any action(s) taken or not taken in reliance upon the Shareholders, and the Purchaser may rely upon any such decision, act, consent action(s) taken or instruction of not taken or communications or writings given or executed by the Shareholders' Representative as being the decision, act, consent or instruction of the Shareholders’ Representative. The Purchaser is hereby relieved from shall be entitled to disregard any liability to notices or communications given or made by any person for any acts done by it in accordance with such decision, act, consent Shareholder unless given or instruction of made through the Shareholders' Representative’ Representative and any notice, writing or other communication given or made to the Shareholders’ Representative shall be deemed to have been given to all Shareholders.

Shareholders’ Representative. (a) Each Notwithstanding anything to the contrary contained in this Section 2.2, Buyer shall make any payments of Purchase Price adjustments to the Shareholders as instructed by Shareholders' Representative (as hereinafter defined). Each Shareholder hereby appoints Donald L. Lucasdesignates Xxxxx, its agent and attorney-in-fact, Xxxxx hereby accepts the designation as the Shxxxxxxxxxxrepresentative of Shareholders ( the "SHAREHOLDERS' Xxxresentative REPRESENTATIVE") to act 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 Shareholders as provided in this Article XII, and to take Agreement. Each Shareholder shall be bound by all other actions that are either (i) necessary taken or appropriate in the judgment of the omitted by Shareholders' Representative for on behalf of any Shareholder as provided in this Agreement, and each Shareholder shall be deemed to have received any notice deemed given or payment made to Shareholders' Representative in accordance with the accomplishment of the foregoing or (ii) specifically mandated by the terms notice provisions of this Agreement. Such agency may be changed Agreement on the date deemed given or terminated by the Shareholders from time date paid to time upon not less than thirty days prior written notice to the Purchaser. No bond shall be required of the Shareholders' Representative, and Buyer shall be entitled to rely on all notices and consents given, and all settlements entered into on behalf of any Shareholder to the extent authorized pursuant to the terms of this Agreement notwithstanding any objections made by any Shareholder prior to, concurrently with or subsequent to the giving of any such notice or consent or the settlement of any such matter. 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 may be replaced only if and when all of the Shareholders shall notify Buyer that a new individual person (named in such notice) has been unanimously selected by them to be the new Shareholders' Representative, including but not limited to an amendment, extension or waiver of this Agreement pursuant to Sections 13.2 and 13.3 hereof, in which case such new person shall constitute a decision of the Shareholders and shall thereafter 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.