Common use of Shareholders’ Representative Clause in Contracts

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. Xxxxxxx (a) Each Seller hereby irrevocably acknowledges that each Seller has appointed Xxxxxxx makes, constitutes and appoints XXXXX X. XXXXXXXX as his his, her or its exclusive agent and representativetrue and lawful attorney-in-fact with full power of substitution to do any and all things and execute any and all documents which may be necessary, an attorney in fact for all purposes under convenient or appropriate to facilitate the consummation of the transactions contemplated by this Agreement. Each Seller has authorized Xxxxxxx, on behalf in the name of such Sellers, to including but not limited to: (i) receive make all notices or documents or decisions relating to be given to him by Buyer pursuant heretothe determination of the Actual Closing Date Working Capital Amount; (ii) deliver at Closing make all decisions relating to the certificates for distribution of any amounts payable or distributable to the shares of each Seller in exchange for his portion of the purchase price Sellers hereunder; (iii) sign execution and deliver to Buyer at the Closing a receipt for his portion delivery, on behalf of Sellers, of the purchase price Escrow Agreement and transmits such purchase price to each Sellerany other document required by this Agreement; (iv) deliver receipt of payments hereunder and under the Escrow Agreement and the disbursement thereof to Buyer at the Closing all certificates and documents to be delivered to Buyer by the Sellers and others; (v) receipt and forwarding of notices and communications pursuant to this Agreement and the Escrow Agreement; (vi) administration of this Agreement and the Cash Escrow Agreement, including the resolution of any dispute or claim; (vii) the resolution, settlement, or compromise of any claim for indemnification asserted against Sellers pursuant to 5.1(a); (viii) asserting, on behalf of the Sellers, claims for indemnification under Section 5.1(b) and resolving, settling or compromising all such claims; (ix) consent or agree to any amendment to this Agreement, together with or waiver of any other certificates of its terms and documents executed by each Seller and deposited with Xxxxxxx for such purposeconditions; and (vx) take such action on behalf of such Sellers as Xxxxxxx may xxxx all actions necessary or appropriate hereof, including, but not limiting to waiving any inaccuracies in the representations judgment of the Shareholders’ Representative for the accomplishment of the foregoing, in each case without having to seek or warranties of Buyer, waiving obtain the consent of any conditions precedent Seller or other Person under any circumstance. In the event that XXXXX X. XXXXXXXX is unwilling or unable to serve as Shareholders’ Representative, then each Seller hereby irrevocably makes, constitutes and appoints S. XXXXXX XXXXXXXXXXX as Shareholders’ Representative for all purposes of this Agreement. In the event that both XXXXX X. XXXXXXXX and S. XXXXXX XXXXXXXXXXX are unwilling or unable to serve as Shareholders’ Representative, then each Seller hereby irrevocably makes, constitutes and appoints XXXXXXX X. XXXXX as Shareholders’ Representative for all purposes of this Agreement. (b) Buyer and the Escrow Agent shall be fully protected in dealing with the Shareholders’ Representative under this Agreement and may rely upon the authority of the Shareholders’ Representative to act as agent of the Sellers. Any payment by Buyer to the Shareholders’ Representative under this Agreement shall be considered a payment by Buyer to the Sellers' obligations hereunder, . The appointment of the Shareholders’ Representative is coupled with an interest and all such other matters as Xxxxxxx may deem necessary shall be irrevocable by any Seller in any manner and for any reason. This power of attorney shall not be affected by the disability or appropriate incapacity of the principal pursuant to consummate any applicable law. (c) The Shareholders’ Representative acknowledges that the Shareholders’ Representative has carefully read and understands this Agreement and the transactions contemplated hereby. Xxxxxxx acknowledges form of Individual Seller Agreement to be entered into by the Minority Shareholders, hereby accepts such appointment and designation, and represents that he will act in his capacity as Shareholders’ Representative in strict compliance with and conformance to 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 provisions of Xxxxxxx and Buyer shall be protected in dealing with himthis Agreement.

Shareholders’ Representative. Xxxxxxx (a) By the execution and delivery of this Agreement, including counterparts hereof, each Seller with the exception of R. John Chapel, Jr., (collectively the "Andrulis Family Sellers") the hereby irrevocably acknowledges that each Seller has appointed Xxxxxxx constitutes and appoxxxx Xx. Marilyn W. Andrulis as his the true and lawful agent and representativeattorney-in-xxxx (xxx "Xxxxxxxxxxxx' Representative") of such Andrulis Family Seller with full powers of substitution to act in the xxxx, an attorney xlace and stead of such Andrulis Family Seller with respect to the performance on behalf of sxxx Xxxxulis Family Seller under the terms and provisions of this Agreemexx, xx xhe same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents, instruments, certificates and stock powers on such Andrulis Family Seller's behalf, as the Shareholders' Representative xxxxx xxem necessary or appropriate in fact for all purposes connection with any of the transactions contemplated under this Agreement. Each Seller has authorized Xxxxxxx, on behalf in the name of such Sellers, to including: (i) to receive all notices or documents or payments made by the Buyer to be given to him by Buyer pursuant heretothe Andrulis Family Sellers under this Agreement; (ii) deliver at Closing to agree upon or cxxxxxxxxe any matter related to the certificates for calculation of any adjustments to the shares of each Seller in exchange for his portion of the purchase price Purchase Price pursuant to Section 2.4 or otherwise or other payments to be made; (iii) sign and deliver to Buyer at act for the Closing a receipt for his portion Andrulis Family Sellers with respect to all indemnification matters rxxxxxxx to in this Agreement, including the right to compromise on behalf of the purchase price and transmits such purchase price to each SellerAndrulis Family Sellers any indemnification claim made by or against xxx Xxxxulis Family Sellers; (iv) deliver to Buyer at the Closing all certificates and documents to be delivered to Buyer by the Sellers pursuant to terminate, amend, or waive any provixxxx xx this Agreement; provided that any such action, together if material to the rights and obligations of the Andrulis Family Sellers in the reasonable judgment of the Shareholderx' Xxxxxsentative, shall be taken in the same manner with any other certificates and documents executed respect to all Andrulis Family Sellers, unless otherwise agreed by each Seller and deposited with Xxxxxxx for such purposeAndrulis Famxxx Xxxxer who is subject to any disparate treatment of a xxxxxxxally adverse nature; and (v) take such action on behalf to employ and obtain the advice of such Sellers legal counsel, accountants and other professional advisors as Xxxxxxx may xxxx appropriate hereofthe Shareholders' Representative, includingin his sole discretion, but not limiting to waiving any inaccuracies deems necessary or advisable in the representations or warranties performance of Buyerhis duties as the Shareholders' Representative and to rely on their advice and counsel; (vi) to incur and pay out of the Purchase Price expenses, waiving including fees of any conditions precedent brokers, attorneys and accountants incurred pursuant 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 , and any other fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vii) to retain a portion of the Purchase Price as a reserve against the payment of expenses incurred in his capacity as Shareholders' Representative; and (viii) to do or refrain from doing any further act or deed on behalf of the Andrulis Family Sellers which the Shareholders' Representative deems xxxxxxxxy or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as any of the Andrulis Family Sellers could do if personally present and acting. (b) The appointment as representative is irrevocable and is of the Shareholders' Representative shall be deemed coupled with an interest and shall be irrevocable, and any other person may conclusively and absolutely rely, without inquiry, upon any decisions and actions of the Shareholders' Representative as the acts of the Andrulis Family Sellers in all matters referred to in this Agreement. Xxxx xx the Andrulis Family Sellers hereby ratifies and confirms all that the Shaxxxxxxxxs' Representative shall do or cause to be done by virtue of such Shareholders' Representative's appointment as Shareholders' Representative of such Andrulis Family Seller. The Shareholders' Representative shall act fox xxx Xxdrulis Family Sellers on all of the matters set forth in this Agreexxxx xx the manner the Shareholders' Representative believes to be in the best interest of the Andrulis Family Sellers, but the Shareholders' Representative shall nxx xx xxsponsible to any Andrulis Family Sellers for any loss or damage any Andrulis Family Sexxxxx xxy suffer by reason of the performance by thx Xxxxxxolders' Representative of such Shareholders' Representative's duties under this Agreement, other than loss or damage arising from willful misconduct in the performance of such Shareholders' Representative's duties under this Agreement. (c) Each of the Andrulis Family Sellers hereby expressly acknowledges and agrees that xxx Xxxreholders' Representative is authorized to act on behalf of such Andrulis Family Seller notwithstanding any dispute or disagreement amxxx xxx Andrulis Family Sellers, and that any person shall be entitled to relx xx xxx and all action taken by Xxxxxxx pursuant to such authority. Buyer shall not be obligated the Shareholders' Representative under this Agreement without liability to, or obligation to inquire into of, any of the authority of Xxxxxxx and Buyer Andrulis Family Sellers. If the Shareholders' Representative resigns xx xxxxxs to function in such capacity for any reason whatsoever, then the successor Shareholders' Representative shall be protected in dealing the person among the Andrulis Family Sellers which held a majority of the Stock at Closing xxxxxxx; provided, however, that if for any reason no successor has been appointed within thirty (30) days, then any Andrulis Family Seller shall have the right to petition a court of coxxxxxxx jurisdiction for appointment of a successor Shareholders' Representative. The Andrulis Family Sellers do hereby jointly and severally agree to indexxxxx xxd hold the Shareholders' Representative harmless from and against any and all liability, loss, cost, damage or expense (including without limitation attorneys' fees) reasonably incurred or suffered as a result of the performance of such Shareholders' Representative's duties under this Agreement except for any such liability arising out of the willful misconduct of the Shareholders' Representative. (d) The provisions of this Section 10.8 are independent and severable, are irrevocable and coupled with himan interest and shall be enforceable under all circumstances unless prohibited by law.

Shareholders’ Representative. (a) Each of the Shareholders has irrevocably constituted and appointed Lorex Xxxxxxx, xxd Mr. Xxxxxxx hereby irrevocably acknowledges that each Seller has appointed Xxxxxxx xxx accepted such appointment, as his their agent and representativeattorney-in-fact with full power of substitution and revocation to do any and all things and execute any and all documents on his or her behalf which may be necessary, an attorney in fact for all purposes under convenient, or appropriate to facilitate the consummation of the transactions contemplated by this Agreement. Each Seller has authorized Xxxxxxx, on behalf in the name of such Sellers, to including but not limited to: (i) receive all notices or documents or amendments to be given this Agreement, provided that no amendment shall materially adversely affect the rights of any one Shareholder relative to him by Buyer pursuant heretoany other Shareholders; (ii) deliver at Closing the execution of documents and certificates for the shares of each Seller in exchange for his portion of the purchase price pursuant to this Agreement; (iii) sign receipt of payments under or pursuant to this Agreement and deliver disbursement thereof to Buyer at the Closing a receipt for his portion of the purchase price and transmits such purchase price to each SellerShareholders; (iv) deliver to Buyer at the Closing all certificates receipt and documents to be delivered to Buyer by the Sellers forwarding of notices and communications pursuant to this Agreement, together with ; (v) negotiation and compromise of any other certificates Holdback and documents executed indemnity claims made by each Seller and deposited with Xxxxxxx for such purposeBuyer hereunder; and (vvi) take such payment of fees and expenses incurred on behalf of the Shareholders in connection with this Agreement. (b) The Buyer shall be fully protected in dealing with Mr. Xxxxxxx xxxer this Agreement and may rely upon the authority of Mr. Xxxxxxx xx act as the Shareholders' Representative. Any payments or delivery of payments by the Buyer to Mr. Xxxxxxx xxxer this Agreement for the benefit of the Shareholders shall be considered payments by the Buyer to the Shareholders. The appointment of Mr. Xxxxxxx xx coupled with an interest and is irrevocable by any Shareholder in any manner or for any reason, unless written revocation is personally delivered to Mr. Xxxxxxx xxx the Buyer on or prior to the time that action on behalf of the Shareholders is taken or payments or deliveries are made, in which case such Sellers as Xxxxxxx may xxxx appropriate hereof, including, but not limiting revocation shall only apply to waiving any inaccuracies in the representations actions taken or warranties proposed to be taken after receipt of Buyer, waiving such notice. This power 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 attorney shall not be obligated affected by the death, disability, or incapacity of any Shareholder. (c) If at any time there is no Person acting as Shareholders' Representative for any reason, the Shareholders holding a majority interest in the Class A and Class B shares shall choose a Person to inquire into the authority of Xxxxxxx and Buyer shall be protected in dealing with himact as Shareholders' Representative under this Agreement.

Shareholders’ Representative. Xxxxxxx hereby irrevocably acknowledges (a) The Shareholders’ Representative confirms that each Seller AgEagle Shareholder has signed a Letter of Transmittal in the form attached as Exhibit B prior to the execution and delivery of this Agreement pursuant to which each AgEagle Shareholder hereby has appointed Xxxxxxx Bxxx Xxxxxxxx as his the Shareholders’ Representative and as agent and representative, an attorney in 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 hereofeach AgEagle Shareholder, includingwith full powers of substitution, but not limiting to waiving any inaccuracies in the representations or warranties of Buyergive and receive notices and communications, waiving of any conditions precedent to the Sellers' obligations hereunderagree to, negotiate, enter into settlements and compromises of, and demand dispute resolution and comply with orders of arbitrators, courts, tribunals or other Governmental Entities and awards of arbitrators, courts, tribunals or other Governmental Entities with respect to any claims or other matters that may arise under this Agreement or the other ancillary transaction documents, and to take all actions and execute all such other matters as Xxxxxxx may deem documents necessary or appropriate to consummate in the good faith discretion of the Shareholders’ Representative for the accomplishment of the transactions contemplated by this Agreement and the other ancillary transactions, including, without limitation, the power: (i) to agree with Parent and Merger Sub with respect to any matter or thing required by or deemed necessary by Shareholders’ Representative in connection with this Agreement, including without limitation any amendments to this Agreement; (ii) to receive and hold the Merger Consideration and to distribute the same to the AgEagle Shareholders; (iii) to establish an account to hold a reasonable portion of the Merger Consideration and to use such portion of the Merger Consideration for out-of-pocket costs and expenses in connection herewith; (iv) to execute and deliver any and all other agreements, documents and other papers which the Shareholders’ Representative deems necessary or appropriate in connection with this Agreement, or any of the Transactions contemplated hereby or thereby; (v) to terminate, amend, waive or interpret any provision of this Agreement; (vi) to act for each AgEagle Shareholder and all AgEagle Shareholders with regard to the indemnification matters referred to in this Agreement; (vii) to retain attorneys, accountants and other professionals to provide services to the Shareholders’ Representative in fulfillment of his obligations under this Agreement and as otherwise deemed appropriate in connection with the Closing of the transactions contemplated hereby. Xxxxxxx acknowledges that by this Agreement or related matters arising thereafter; and (viii) to do or refrain from doing any further act or deed on behalf of each AgEagle Shareholder which the appointment Shareholders’ Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as representative is irrevocable fully and is deemed coupled with an interest in any action taken by Xxxxxxx pursuant to completely as such authority. Buyer shall not be obligated to inquire into the authority of Xxxxxxx and Buyer shall be protected in dealing with himAgEagle Shareholder could if personally present.