Common use of Shareholder Representatives Clause in Contracts

Shareholder Representatives. (a) Each Company Shareholder will be deemed to have irrevocably constituted and appointed, effective as of the Effective Time, each of Davi▇ ▇▇▇▇▇▇, ▇▇ep▇▇▇ ▇▇▇▇▇ ▇▇▇ R, Greg▇ ▇▇▇▇▇ (▇▇gether with their permitted successors, the "SHAREHOLDER REPRESENTATIVES"), as his true and lawful agent and attorney-in-fact to enter into any agreement in connection with the transactions contemplated by this Agreement and any transactions contemplated by the Escrow Agreement, to exercise all or any of the powers, authority and discretion conferred on him under any such agreement, to waive any terms and conditions of any such agreement (other than the Broo▇▇ Common Stock and cash issuable in accordance with Sections 2.7, 2.8 and 2.9), to give and receive notices on his behalf and to be his exclusive representatives with respect to any matter, suit, claim, action or Proceeding arising with respect to any transaction contemplated by any such agreement, including, without limitation, the defense, settlement or compromise of any claim, action or proceeding for which Broo▇▇ ▇▇ the Surviving Corporation may be entitled to indemnification and the Shareholder Representatives agree to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. This power of attorney is coupled with an interest and is irrevocable. (b) The Shareholder Representatives shall not be liable to anyone for any action taken or not taken by them in good faith or for any mistake of fact or law for anything that they may do or refrain from doing in connection with their obligations under this Agreement (i) with the consent of stockholders who, as of the date of this Agreement, owned a majority in number of the outstanding shares of Company Common Stock (treating the Company Preferred Stock on an as-converted basis) or (ii) in the absence of his own gross negligence or willful misconduct. Any action taken or not taken pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company Shareholders and Broo▇▇ ▇▇▇ll, jointly and severally, indemnify and hold the Shareholder Representatives, and each successor thereof, harmless from any and all liability and expenses (including, without limitation, counsel fees) which may arise out of any action taken or omitted by them as Shareholder Representatives in accordance with this Agreement, as the same may be amended, modified or supplemented, except such liability and expense as may result from the gross negligence or willful misconduct of the Shareholder Representatives. (c) The Shareholder Representatives may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed to be genuine and to have been signed or presented by the proper party or parties. The Shareholder Representatives shall not be liable for other parties' forgeries, fraud or false presentations. (d) The Shareholder Representatives shall have reasonable access to information about the Company and the reasonable assistance of the Company's officers and employees for purposes of performing their duties and exercising their rights hereunder, provided that the Shareholder Representatives shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). (e) If a Shareholder Representative shall be unable or unwilling to serve in such capacity, his successor shall be named by those persons holding a majority of the shares of Company Common Stock outstanding (treating the Company Preferred Stock on an as-converted basis) at the Effective Time, and such successors shall serve and exercise the powers of a Shareholder Representative hereunder.

Shareholder Representatives. (a) Each Company Shareholder will be deemed to have irrevocably constituted Shareholder, by execution of this Agreement hereby appoints and appointed, effective as of the Effective Time, each of Davi▇ constitutes T▇▇▇▇▇ as his or its attorney-in-fact. Escrow Agent and GSI are entitled to rely on T▇▇, ▇▇ep▇ as the Shareholders’ representative. Each Shareholder hereby makes, constitutes, and appoints T▇▇▇▇▇ as its agent and attorney-in-fact in his or its name, place and stead, to take the following actions: (a) to act in all respects under or relating to this Agreement and the Escrow Assets for and on behalf of each such Shareholder in his or its name and stead, as if such Shareholder was acting in person, including but not limited to those actions to be taken with respect to Section 4.5 hereof; (b) to negotiate, settle, compromise and adjust any indemnification claim by GSI against the Shareholders as a group (as opposed to one or more, but less than all, of the Shareholders); and (c) to take any action (including the giving of consent or approval, or the voting of shares of GSI common stock) that is authorized under or pursuant to the terms and conditions of this Agreement, for which purpose the Shareholders hereby g▇▇▇▇ ▇▇▇▇▇ ▇▇▇ Ran irrevocable proxy to vote each of their shares of GSI common stock to execute all actions to be taken hereunder in accordance with the terms, Greg▇ provisions and requirements of this Agreement. This Power of Attorney is a special Power of Attorney coupled with an interest, and shall not be revoked and shall survive the assignment, delivery, or transfer by the Shareholder of any portion of his or its GSI common stock and, being coupled with an interest, shall survive the death or disability or cessation of the existence as a legal entity of the Shareholder. Each Shareholder hereby gives and grants to T▇▇▇▇▇ (full power and authority to do and perform each and every act and thing whatsoever requisite, necessary or appropriate to be done in or in connection with this Power of Attorney as fully to all intents and purposes as he or it might or could do if personally present, hereby ratifying all that those attorneys shall lawfully do or cause to be done by virtue of this Power of Attorney. Any person dealing with GSI, Acquiring Sub, or their affiliates, may conclusively presume and rely on the fact that any such instrument executed by T▇▇gether ▇▇▇ pursuant to this Power of Attorney is authorized, regular and binding without further inquiry. This Power of Attorney may be exercised by T▇▇▇▇▇ by facsimile signature or by listing all of the Shareholders executing any instrument with their permitted successors, the "SHAREHOLDER REPRESENTATIVES"), a single signature by T▇▇▇▇▇ acting as his true and lawful agent and attorney-in-fact to enter into any agreement in connection with the transactions contemplated by this Agreement and any transactions contemplated by the Escrow Agreement, to exercise for all or any of the powers, authority and discretion conferred on him under any such agreement, to waive any terms and conditions of any such agreement (other than the Broo▇▇ Common Stock and cash issuable in accordance with Sections 2.7, 2.8 and 2.9), to give and receive notices on his behalf and to be his exclusive representatives with respect to any matter, suit, claim, action or Proceeding arising with respect to any transaction contemplated by any such agreement, including, without limitation, the defense, settlement or compromise of any claim, action or proceeding for which Broo▇▇ ▇▇ the Surviving Corporation may be entitled to indemnification and the Shareholder Representatives agree to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. This power of attorney is coupled with an interest and is irrevocablethem. (b) The Shareholder Representatives shall not be liable to anyone for any action taken or not taken by them in good faith or for any mistake of fact or law for anything that they may do or refrain from doing in connection with their obligations under this Agreement (i) with the consent of stockholders who, as of the date of this Agreement, owned a majority in number of the outstanding shares of Company Common Stock (treating the Company Preferred Stock on an as-converted basis) or (ii) in the absence of his own gross negligence or willful misconduct. Any action taken or not taken pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company Shareholders and Broo▇▇ ▇▇▇ll, jointly and severally, indemnify and hold the Shareholder Representatives, and each successor thereof, harmless from any and all liability and expenses (including, without limitation, counsel fees) which may arise out of any action taken or omitted by them as Shareholder Representatives in accordance with this Agreement, as the same may be amended, modified or supplemented, except such liability and expense as may result from the gross negligence or willful misconduct of the Shareholder Representatives. (c) The Shareholder Representatives may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed to be genuine and to have been signed or presented by the proper party or parties. The Shareholder Representatives shall not be liable for other parties' forgeries, fraud or false presentations. (d) The Shareholder Representatives shall have reasonable access to information about the Company and the reasonable assistance of the Company's officers and employees for purposes of performing their duties and exercising their rights hereunder, provided that the Shareholder Representatives shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). (e) If a Shareholder Representative shall be unable or unwilling to serve in such capacity, his successor shall be named by those persons holding a majority of the shares of Company Common Stock outstanding (treating the Company Preferred Stock on an as-converted basis) at the Effective Time, and such successors shall serve and exercise the powers of a Shareholder Representative hereunder.

Shareholder Representatives. (a) Each Company Shareholder will be deemed to have irrevocably constituted Shareholder, by execution of this Agreement hereby appoints and appointed, effective as of the Effective Time, each of Davi▇ constitutes ▇▇▇▇▇▇, ▇ as his or its attorney-in-fact. Escrow Agent and GSI are entitled to rely on ▇▇ep▇▇▇▇ as the Shareholders’ representative. Each Shareholder hereby makes, constitutes, and appoints ▇▇▇▇▇▇ as its agent and attorney-in-fact in his or its name, place and stead, to take the following actions: (a) to act in all respects under or relating to this Agreement and the Escrow Assets for and on behalf of each such Shareholder in his or its name and stead, as if such Shareholder was acting in person, including but not limited to those actions to be taken with respect to Section 4.5 hereof; (b) to negotiate, settle, compromise and adjust any indemnification claim by GSI against the Shareholders as a group (as opposed to one or more, but less than all, of the Shareholders); and (c) to take any action (including the giving of consent or approval, or the voting of shares of GSI common stock) that is authorized under or pursuant to the terms and conditions of this Agreement, for which purpose the Shareholders hereby ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ Ran irrevocable proxy to vote each of their shares of GSI common stock to execute all actions to be taken hereunder in accordance with the terms, Greg▇ provisions and requirements of this Agreement. This Power of Attorney is a special Power of Attorney coupled with an interest, and shall not be revoked and shall survive the assignment, delivery, or transfer by the Shareholder of any portion of his or its GSI common stock and, being coupled with an interest, shall survive the death or disability or cessation of the existence as a legal entity of the Shareholder. Each Shareholder hereby gives and grants to ▇▇▇▇▇▇ (full power and authority to do and perform each and every act and thing whatsoever requisite, necessary or appropriate to be done in or in connection with this Power of Attorney as fully to all intents and purposes as he or it might or could do if personally present, hereby ratifying all that those attorneys shall lawfully do or cause to be done by virtue of this Power of Attorney. Any person dealing with GSI, Acquiring Sub, or their affiliates, may conclusively presume and rely on the fact that any such instrument executed by ▇▇gether ▇▇▇▇ pursuant to this Power of Attorney is authorized, regular and binding without further inquiry. This Power of Attorney may be exercised by ▇▇▇▇▇▇ by facsimile signature or by listing all of the Shareholders executing any instrument with their permitted successors, the "SHAREHOLDER REPRESENTATIVES"), a single signature by ▇▇▇▇▇▇ acting as his true and lawful agent and attorney-in-fact to enter into any agreement in connection with the transactions contemplated by this Agreement and any transactions contemplated by the Escrow Agreement, to exercise for all or any of the powers, authority and discretion conferred on him under any such agreement, to waive any terms and conditions of any such agreement (other than the Broo▇▇ Common Stock and cash issuable in accordance with Sections 2.7, 2.8 and 2.9), to give and receive notices on his behalf and to be his exclusive representatives with respect to any matter, suit, claim, action or Proceeding arising with respect to any transaction contemplated by any such agreement, including, without limitation, the defense, settlement or compromise of any claim, action or proceeding for which Broo▇▇ ▇▇ the Surviving Corporation may be entitled to indemnification and the Shareholder Representatives agree to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. This power of attorney is coupled with an interest and is irrevocablethem. (b) The Shareholder Representatives shall not be liable to anyone for any action taken or not taken by them in good faith or for any mistake of fact or law for anything that they may do or refrain from doing in connection with their obligations under this Agreement (i) with the consent of stockholders who, as of the date of this Agreement, owned a majority in number of the outstanding shares of Company Common Stock (treating the Company Preferred Stock on an as-converted basis) or (ii) in the absence of his own gross negligence or willful misconduct. Any action taken or not taken pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company Shareholders and Broo▇▇ ▇▇▇ll, jointly and severally, indemnify and hold the Shareholder Representatives, and each successor thereof, harmless from any and all liability and expenses (including, without limitation, counsel fees) which may arise out of any action taken or omitted by them as Shareholder Representatives in accordance with this Agreement, as the same may be amended, modified or supplemented, except such liability and expense as may result from the gross negligence or willful misconduct of the Shareholder Representatives. (c) The Shareholder Representatives may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed to be genuine and to have been signed or presented by the proper party or parties. The Shareholder Representatives shall not be liable for other parties' forgeries, fraud or false presentations. (d) The Shareholder Representatives shall have reasonable access to information about the Company and the reasonable assistance of the Company's officers and employees for purposes of performing their duties and exercising their rights hereunder, provided that the Shareholder Representatives shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). (e) If a Shareholder Representative shall be unable or unwilling to serve in such capacity, his successor shall be named by those persons holding a majority of the shares of Company Common Stock outstanding (treating the Company Preferred Stock on an as-converted basis) at the Effective Time, and such successors shall serve and exercise the powers of a Shareholder Representative hereunder.