Common use of Shareholder Representatives Clause in Contracts

Shareholder Representatives. (a) Each of the Transferors hereby designates ▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, acting jointly, and not individually, as the Shareholder Representatives to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by the Shareholder Representatives and hereby acknowledges that the Shareholder Representatives shall be the only persons authorized to take any action so required, authorized or contemplated by this Agreement on behalf of any Transferor. (b) Each Transferor shall severally indemnify the Shareholder Representatives and hold each Shareholder Representative harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of such Shareholder Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. (c) Each Transferor acknowledges and agrees that the Shareholder Representatives shall be entitled to rely on the opinion of counsel and that upon such reliance on counsel the Shareholder Representatives shall have performed their duties in good faith. (d) The appointment and designation of the Shareholder Representatives pursuant to this Section 10 shall be irrevocable, except in the event of the resignation of a Shareholder Representative, in which event the Transferors who then hold a majority of the Company Shares begin transferred pursuant to this Agreement shall promptly (i) designate the successor Shareholder Representative or Representatives and (ii) deliver written notice to the other parties hereto of such designation.

Shareholder Representatives. (a) Each of the Transferors hereby designates ▇F▇▇▇▇ ▇. ▇▇▇▇▇ and ▇O▇▇▇▇▇ ▇. ▇▇▇▇▇, acting jointly, and not individually, as the Shareholder Representatives to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by the Shareholder Representatives and hereby acknowledges that the Shareholder Representatives shall be the only persons authorized to take any action so required, authorized or contemplated by this Agreement on behalf of any Transferor. (b) Each Transferor shall severally indemnify the Shareholder Representatives and hold each Shareholder Representative harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of such Shareholder Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. (c) Each Transferor acknowledges and agrees that the Shareholder Representatives shall be entitled to rely on the opinion of counsel and that upon such reliance on counsel the Shareholder Representatives shall have performed their duties in good faith. (d) The appointment and designation of the Shareholder Representatives pursuant to this Section 10 shall be irrevocable, except in the event of the resignation of a Shareholder Representative, in which event the Transferors who then hold a majority of the Company Shares begin transferred pursuant to this Agreement shall promptly (i) designate the successor Shareholder Representative or Representatives and (ii) deliver written notice to the other parties hereto of such designation.

Shareholder Representatives. (a) Each of the Transferors hereby designates ▇▇▇▇▇ ▇. ▇▇▇▇▇ a substitute at any General Assembly and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, acting jointly, and not individually, as the Shareholder Representatives to perform all such acts as are required, authorized or contemplated by for any other purpose under this Agreement to be performed by the Shareholder Representatives and hereby acknowledges that the Shareholder Representatives shall be the only persons authorized to take any action so required, authorized or contemplated by this Agreement on behalf of any TransferorAgreement. (b) Each Transferor Shareholder may remove its representative from time to time. Upon the death, disability, resignation, or removal of its representative, a Shareholder shall severally indemnify appoint a successor representative and shall promptly notify the Shareholder Representatives and hold each Shareholder Representative harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part other Parties of such Shareholder Representative and arising out of or in connection with the acceptance or administration of its duties hereunderappointment. (c) Each Transferor acknowledges A person designated as the representative of a Shareholder shall be deemed to continue as such unless and agrees that until the Company and all the other Shareholders receive a written notice signed by the appointing Shareholder Representatives designating a successor representative. The Company and each Shareholder shall be entitled to rely on the opinion authority of counsel and that upon such reliance on counsel the Shareholder Representatives shall most recently appointed representative of whose appointment they have performed their duties in good faithreceived notice with respect to any matter for which a Shareholder's representative may act under this Agreement. (d) The appointment Each Shareholder shall ensure that this representative has appropriate authorization to act on its behalf with respect to any actions required, permitted, or provided under this Agreement to be taken by its appointing Shareholder and designation of noted on the agenda for a particular meeting, including without limitation giving or receiving notices, offers, acceptances, and other communications provided for in this Agreement. (e) Unless the Shareholders agree otherwise, if a Shareholder Representatives removes its representative pursuant to this Section 10 Article 7.l(b) hereof, that Shareholder shall be irrevocable, except in bear any liability for such removal and shall indemnify the event of the resignation of a Shareholder Representative, in which event the Transferors who then hold a majority of other Shareholders and the Company Shares begin transferred pursuant to this Agreement shall promptly (i) designate the successor Shareholder Representative or Representatives and (ii) deliver written notice to the other parties hereto of against any costs that they may incur in connection with such designationremoval.