Shareholders' Representatives. Xxxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx shall be the designated representatives of all the Shareholders (the "Shareholders' Representatives") with authority to make all decisions and determinations and to take all actions (including giving consents and waivers or agreeing to any amendments to this Agreement or to the termination hereof) required or permitted hereunder on behalf of any Shareholder, and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Shareholder, and any notice, document, certificate or information required to be given to any Shareholders shall be deemed so given if given to the Shareholders' Representatives. The Shareholders agree that the Shareholders' Representatives shall not have any liability to the Shareholders for any action, or failure to act, in their capacity as Shareholders' Representatives.
Shareholders' Representatives. The Shareholders hereby irrevocably designate and appoint Xxxxxxxxxxx Xxxxxxx and Xxxxxx X. Xxxxxxxxx, Xx., Esq., or either of them, as their agents and attorneys in fact ("Shareholders' Representatives"), 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 or increase the extent of their obligation to indemnify WHAM hereunder.
Shareholders' Representatives. (a) Each of SLB and BHI shall appoint two senior representatives (the "REPRESENTATIVES") to serve on a Shareholders Representatives Committee (the "COMMITTEE"), to discuss the overall policies, procedures and directions of the Venture Entities and US EmployCo in accordance with the provisions of this Agreement. In connection therewith, the parties agree to cause the Venture Entities and US EmployCo to effect the decisions made by the Committee.
Shareholders' Representatives. (a) Each Shareholder irrevocably constitutes and appoints each of Sxxxx Xxxxxxxx, Susquehanna Private Equity Investment, LLLP and Rxxxxx Xxxxxx as a Shareholders Representative or the Deciding Vote Holder (as applicable) and as such Shareholder’s true and lawful attorney in fact and agent and authorizes the Shareholders Representatives and the Deciding Vote Holder acting for such Shareholder and in such Shareholder’s name, place and stead, in any and all capacities to do and perform every act and thing required or permitted by this Agreement (including to give and receive all notices required or permitted to be given under this Agreement or the other Transaction Documents). Each Shareholder acknowledges and agrees that upon any delivery by the Shareholders Representatives or the Deciding Vote Holder of any waiver, amendment, agreement, certificate or other document executed by the Shareholders Representatives or the Deciding Vote Holder, such Shareholder shall be bound by such documents or action as fully as if such Shareholder had executed and delivered such documents, and no Shareholder shall have the right to object, dissent, protest or otherwise contest the same, or any cause of action against the Shareholders Representatives or the Deciding Vote Holder for any action taken or not taken, decision made or instruction given by the Shareholders Representatives or the Deciding Vote Holder under this Agreement or any other Transaction Document, except for fraud, gross negligence, willful misconduct or bad faith by a Shareholders Representative or the Deciding Vote Holder. The Shareholders, in accordance with their respective Allocated Shares (as set forth in Funds Flow), shall pay all fees, costs and expenses incurred by the Shareholders Representatives and/or the Deciding Vote Holder in performing such Person’s duties hereunder.
Shareholders' Representatives. The shareholders of the Company, by approving this Agreement and the transactions contemplated hereby, and the Terminating Warrantholders, by executing the Warrant Cancellation Agreement, hereby irrevocably appoint Cxxxxxxxxxx X. Xxxxx and Pxxx Xxxxxxxx as Shareholders’ Representatives, including to act as their agents and attorneys-in-fact for purposes of Section 2.9 and Section 10 and the Escrow Agreement, and consent to the taking by the Shareholders’ Representatives of any and all actions and the making of any decisions required or permitted to be taken by either of them under this Agreement and the Escrow Agreement (including the exercise of the power to authorize delivery to Parent of the Escrow Funds in satisfaction of claims by Parent or otherwise, 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 or otherwise, resolve any claims made pursuant to Section 2.9 and Section 10 and the Escrow Agreement, and to take all actions necessary in the judgment of the Shareholders’ Representatives for the accomplishment of the foregoing). By their execution of the Escrow Agreement, each of Cxxxxxxxxxx X. Xxxxx and Pxxx Xxxxxxxx hereby accepts his appointment as a Shareholders’ Representative for purposes of Section 2.9 and Section 10 and the Escrow Agreement. Parent shall be entitled to deal exclusively with the Shareholders’ Representatives on all matters relating to Section 2.9 and Section 10 and the Escrow Agreement, 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 Company Shareholder or Terminating Warrantholder by either Shareholders’ Representative (with the consent of the other Shareholders’ Representative), and on any other action taken or purported to be taken on behalf of any Company Shareholder or Terminating Warrantholder by either Shareholders’ Representative (with the consent of the other Shareholders’ Representative), as fully binding upon such Company Shareholder or Terminating Warrantholder. The rights and obligations of the Shareholders’ Representatives shall be as set forth in the Escrow Agreement. If either Shareholders’ Representative shall die, become disabled, resign or otherwise be unable to fulfill his responsibilities as agent of the Company Shareholders and the Terminating Warrantholders, then the Comp...
Shareholders' Representatives. (a) Cyclone shall appoint three senior representatives (one of whom shall be the CEO (as defined below) of the Venture Entities and one of whom shall be the chief executive officer of Cyclone) and Storm shall appoint two senior representatives (one of whom shall be the chief executive officer of Storm) (the “Representatives”) to serve on an Executive Committee (the “Committee”), to direct the management of the Venture Entities and provide general oversight of the Venture Entities, it being understood that (i) during any period in which the Venture does not have a CEO, Cyclone may appoint an interim Representative to serve as one of its three Representatives until a CEO is appointed as provided in Section 1.1(b) and (ii) during any period in which Cyclone or Storm does not have a chief executive officer or the chief executive officer is unavailable to serve as a Representative, Cyclone or Storm, as applicable, may appoint an interim Representative to serve as one of its Representatives until it has appointed a new chief executive officer or its chief executive officer becomes available to serve as a Representative. The Venture Entities shall be subject to the oversight of the Committee and the responsibilities of the Committee shall include approval and adoption of the annual business plan and capital and operating budgets of the Venture Entities; approval of any unbudgeted expenditures in excess of $5,000,000, distributions, capital calls and financing decisions; the appointment, removal and compensation of senior management of the Venture Entities; and oversight with respect to the compliance by the Venture Entities with the corporate policies applicable to the Venture in accordance with Section 2.4 with respect to ethics, anti-bribery laws and other similar matters, in each case in accordance with the provisions of this Agreement. The parties agree to take any and all actions necessary or advisable to cause the Venture Entities and US EmployCo to effect the decisions made by the Committee and to otherwise act (and to refrain from acting) in compliance with the provisions of this Agreement. Notwithstanding anything in this Agreement to the contrary, each Shareholder intends that neither Non-U.S. Venture Entity nor any of its subsidiaries will be engaged in a trade or business within the United States as that phrase is used in Section 882(a) of the Internal Revenue Code of 1986, as amended.
Shareholders' Representatives. (a) Each Shareholder, by signing this Agreement, designates the following two Shareholders to be the Shareholders' Representatives for purposes of this Agreement:
Shareholders' Representatives. Each of the individual Sellers, who have executed this Escrow Agreement, has executed this Escrow Agreement as a "Seller Representative" on behalf of all of the Sellers (as listed under the Share Purchase Agreement) and pursuant to the authority granted by (S)11(p) of the Share Purchase Agreement this Escrow Agreement shall be binding upon all of the Sellers (as listed under the Share Purchase Agreement). THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES. In Witness Whereof, the undersigned have entered into this Agreement as of this date and year first above written. Buyer Escrow Agent International Fuel Technology, Inc. UMB Bank, N.A. By: /s/ Xxxxxxx X. Xxxxxxxxxxx By: /s/ Xxxxxx Xxxxxxxx ---------------------------------- -------------------------------- Printed Name: Xxxxxxx X. Xxxxxxxxxxx Printed Name: Xxxxxx Xxxxxxxx Title: President Title: Vice President Sellers /s/ Xxx Xxxxxxxxxx ----------------------------------- Xxx Xxxxxxxxxx /s/ Simon Orange ----------------------------------- Simon Orange /s/ Xxxxx Xxxxxxxx ----------------------------------- Xxxxx Xxxxxxxx Schedule 1 Escrow Fees and Expenses First year fee of $1,300 payable upon funding of Escrow Account. An annual fee of $700 will be payable in advance for each subsequent year.
Shareholders' Representatives. (a) In order to administer efficiently the rights and obligations of the Shareholders under this Agreement, the Shareholders hereby designate and appoint the Principal Shareholder and Xxxxxxx Xxxxxxxxxxx, acting together, as the Shareholders’ Representatives (the “Shareholders’ Representatives”) to serve as the Shareholders’ agent and attorney-in-fact for the limited purposes set forth in this Agreement.
Shareholders' Representatives. 16 Section 7.01 KSHC Shareholder Representative ......................16 ARTICLE VIII. Miscellaneous ..................................................17 Section 8.01 Further Assurances ...................................17 Section 8.02 Effectiveness ........................................17 Section 8.03 Notices ..............................................17 Section 8.04 Legends ..............................................19 Section 8.06 Amendments, Waivers, Etc. ............................19 Section 8.07 Successors and Assigns ...............................19
