Appointment of Shareholders’ Representative Sample Clauses
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Appointment of Shareholders’ Representative. Upon and by execution and delivery of this Agreement, each of the Shareholders, collectively and irrevocably, hereby appoint, authorize and empower the Shareholders’ Representative to act as the proxy, exclusive representative, true and lawful agent and attorney-in-fact to act on behalf of all of the Shareholders, with full power of substitution to act in the name, place and stead of the Shareholders with respect to this Agreement and the Transaction as the Shareholders’ Representative may deem appropriate and to act on behalf of the Shareholders, including without limitation, in any litigation or arbitration involving this Agreement and the Transaction, to do or refrain from doing all such further acts and things, and execute all such documents as the Shareholders’ Representative shall deem necessary or appropriate in connection with this Agreement, including, in connection with and to facilitate the consummation of the transactions contemplated herein, which shall include the power and authority:
5.1.1 to take any and all actions (including executing and delivering any documents, making any disbursements or distributions, incurring any costs and expenses for the account of the Shareholders, exercising such rights, power and authority, and making any and all decisions and determinations) that the Shareholders’ Representative determines may be required by or necessary, convenient, advisable or appropriate to facilitate the consummation of the transactions or otherwise to perform the duties of or exercise the rights granted to the Shareholders’ hereunder, including: (A) execution of the documents and certificates pursuant to this Agreement; (B) receipt of payments under or pursuant to this Agreement and disbursement thereof to the Shareholders and others, as contemplated by this Agreement; (C) receipt and, if applicable, forwarding of notices and communications pursuant to this Agreement; (D) administration of the provisions of this Agreement; (E) giving or agreeing to, on behalf of all or any of the Shareholders, any and all consents, waivers, amendments or modifications deemed by the Shareholders’ Representative, in its sole and absolute discretion, to be necessary or appropriate under this Agreement or any other agreement contemplated hereby and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (F) amending this Agreement, any other Transaction Document or any of the instruments to be delivered to th...
Appointment of Shareholders’ Representative. (a) If the Wood Proposal obtains the Wood Shareholder Approval, effective upon such vote, and without further act of any Shareholder, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be appointed (and by his execution of this Agreement indicates his acceptance of such appointment) as the Shareholders' representative (the "Shareholders' Representative") for: -----------------------------
(i) each Shareholder and the Shareholder Group (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under California Law), for and on behalf of the Shareholder and the Shareholder Group with respect to Wood Losses, to assert claims for Wood Losses, to give and receive notices and communications, to 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, claims for Wood Losses, and to take all actions necessary or appropriate in the judgment of the Shareholders' Representative for the accomplishment of the foregoing, and
(ii) each Shareholder and the Shareholder Group (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under California Law), with respect to iPrint Losses, to give and receive notices and communications, to authorize delivery to iPrint of shares from the Escrow Account in satisfaction of claims by iPrint, to object to such deliveries, to 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, and to take all actions necessary or appropriate in the judgment of the Shareholders' Representative for the accomplishment of the foregoing.
(b) The appointment of the Shareholders' Representative and such agency may be changed by the Shareholders from time to time upon prior written notice to iPrint; provided that the Shareholders' Representative may not be removed unless holders of two-thirds of the Escrowed Shares then in the Escrow Account (or if no Escrow Shares then remain in the Escrow Account, two-thirds in interest of the Shareholders holdings shares of iPrint among the Shareholders Group) agree to the removal and to the identity of the replacement Shareholders' Representative. The Shareholders' Representative shall have the right to resign from the appointment as such upon thirty (30) days written notice to the Shareholders and to the Parent Corporation. Any vacancy in the positi...
Appointment of Shareholders’ Representative. The initial Shareholders' Representative shall be ▇▇▇ ▇▇▇▇▇▇▇▇ (the "Shareholders' ------------- Representative"). The Shareholders' Representative shall be the attorney-in- -------------- fact and agent of Shareholders. The foregoing power is irrevocable and coupled with an interest, and shall not be affected by the death, incapacity, illness, dissolution or other inability to act of any of the Shareholders.
Appointment of Shareholders’ Representative. For purposes of this Agreement, pursuant to the Shareholder Approval and this Agreement, the Shareholders hereby designate the Shareholders’ Representative to serve as the true and lawful attorney-in-fact and agent of the Shareholders for the purposes contemplated by this Agreement.
Appointment of Shareholders’ Representative. (a) As, and by voting in favor of or consenting to the Merger and/or by virtue of the approval of the Merger, the Company Stockholders and Optionholders shall be deemed to have approved the designation of Providence Equity Partners, Inc. (in such capacity the “Shareholders’ Representative”) as, the attorney-in-fact and agent for and on behalf of each Company Stockholder and Optionholder and their respective heirs, successors and assigns with respect to the post-Closing adjustments contemplated by Section 2.5, claims for indemnification under this Article IX and the taking by the Shareholders’ Representative of any and all actions and the making of any decisions required or permitted to be taken by the Shareholders’ Representative
Appointment of Shareholders’ Representative. The parties to this Agreement hereby agree to the appointment of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the "Shareholders Representative") as representative of the parties to this Agreement, for the purpose of negotiating and entering into the Share Exchange Agreement on their behalf.
Appointment of Shareholders’ Representative. By approval of this Agreement and the transactions contemplated hereby by the requisite percentage of the Shareholders under the California Code, the Shareholders irrevocably designate and appoint ▇▇▇▇▇▇▇ Healthcare II, L.P. (the “Shareholders’ Representative”), who accepts such appointment, as the Shareholders’ Representative and as such Shareholder’s attorney-in-fact and agent in connection with the execution and performance of this Agreement. This power is irrevocable and coupled with an interest, and shall not be affected by the death, incapacity, illness, dissolution or other inability to act of any of the Shareholders.
Appointment of Shareholders’ Representative. The parties to this Agreement hereby agree to the appointment of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the "Shareholders Representative") as representative of the parties to this Agreement, for the purpose of negotiating and entering into the Share Exchange Agreement on their behalf.
Appointment of Shareholders’ Representative. The Shareholders irrevocably constitute and appoint Srin▇ ▇▇▇▇▇ ▇▇ the Shareholders' Representative who shall act as their agent and attorney-in-fact to modify or amend this Agreement or any of its terms or provisions (including modifications, amendments or changes subsequent to the Effective Time except that after approval by Shareholders, changes cannot be made which adversely impact the Share Consideration to be paid to the Shareholders), to take all actions and to execute all transaction documents necessary or desirable to consummate the transactions contemplated by this Agreement, and to take all actions and to execute all documents which may be necessary or desirable in connection therewith, to give and receive consents and all notices hereunder, and to perform any other act arising under or pertaining to this Agreement and the transactions contemplated. The Shareholders agree that service of process upon the Shareholders' Representative in any action or proceeding arising under or pertaining to this Agreement shall be deemed to be a valid service of process upon the Shareholders and any claim by Parent against the Shareholders with respect to this Agreement may be asserted against, and settled with, the Shareholders' Representative. The Shareholders' Representative shall be deemed to have accepted the appointment upon his execution of this Agreement.
Appointment of Shareholders’ Representative. Each of ------------------------------------------- the Shareholders hereby irrevocably constitutes and appoints ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Shareholders' Representative"), as the Shareholders' attorney-in-fact and agent in connection with the execution and performance of this Agreement. This power is irrevocable and shall not be affected by the death, incapacity, illness, dissolution or other inability to act of any of the Shareholders.