Common use of Shareholders’ Representative Clause in Contracts

Shareholders’ Representative. The Shareholders’ Representative is hereby approved to serve as the representative of the Shareholders for the purposes of Section 8.01 hereof. Each of the Shareholders hereby does and shall irrevocably appoint the Shareholders’ Representative as the agent, proxy and attorney in fact for such Shareholder for the purposes of Section 8.01 hereof, including full power and authority on such Shareholder’s behalf (a) to pay expenses (whether incurred on or after the date hereof) incurred in connection with the performance of Section 8.01 this Agreement, (b) to execute and deliver on behalf of such Shareholder any amendment or waiver hereto, (c) to take all other actions to be taken by or on behalf of such Shareholder in connection herewith, (d) to negotiate, settle, compromise and otherwise handle all matters relating to the guarantee provided under Section 8.01 hereof and to do each and every act and exercise any and all rights which such Shareholder is, or Shareholders collectively are, permitted or required to do or exercise under this Agreement. The Shareholders Representative hereby accepts the present mandate in accordance with Article 2144 of the Civil Code of Québec. Buyer may conclusively rely, without independent verification or investigation, upon any decision or action of the Shareholders Representative as being the binding decision or action of every Shareholder, and the Buyer shall not be liable to any Shareholder or any other Persons for any actions taken or omitted from being taken by them or by Buyer in good faith and in accordance with or reliance upon any such decision or action of the Shareholders Representative. Each Shareholder agrees to indemnify and to hold and save harmless the Shareholders Representative from and against any and all Losses that the Shareholders Representative may sustain or incur as a result of any action taken by the Shareholders’ Representative in relation to the mandate set forth in the present Section 10.05, save for any such Losses attributable to the intentional or gross fault of the Shareholders’ Representative.

Shareholders’ Representative. (a) G▇▇▇▇ ▇▇▇▇▇▇▇▇▇ hereby is irrevocably constituted and appointed as the sole, exclusive, true and lawful agent, representative and attorney-in-fact of all Shareholders and each of them (“Shareholders’ Representative”) with respect to any and all matters relating to, arising out of, or in connection with, the Transaction Documents (other than the Trading Restriction Agreements and the Employment Offer Letters), including for purposes of taking any action or omitting to take action on behalf of Shareholders thereunder. All actions, notices, communications and determinations by or on behalf of Shareholders under such documents shall be given or made by Shareholders’ Representative and all such actions, notices, communications and determinations by Shareholders’ Representative shall conclusively be deemed to have been authorized by, and shall be binding upon, any of and all of the Shareholders. (b) The Shareholders’ Representative will not be liable to any Shareholder for any act taken or omitted by it as permitted under this Agreement, except if such act is hereby approved taken or omitted in bad faith or by willful misconduct. The Shareholders’ Representative will also be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine (including facsimiles thereof). The Shareholders agree, severally but not jointly, to indemnify the Shareholders’ Representative for, and to hold the Shareholders’ Representative harmless against, any loss, liability or expense incurred without willful misconduct or bad faith on the part of the Shareholders’ Representative, arising out of or in connection with the Shareholders’ Representative’s carrying out its duties as representative for the Shareholders under this Agreement, including costs and expenses of successfully defending the Shareholders’ Representative against any claim of liability with respect thereto. The Shareholders’ Representative may consult with counsel of its own choice and will have full and complete authorization and protection for any action taken and suffered by it in good faith and in accordance with the opinion of such counsel. (c) If Shareholders’ Representative dies or becomes legally incapacitated, then those other Shareholders holding a majority of the Shares as of the date hereof promptly shall designate in writing to Parent a single individual to replace the deceased or legally incapacitated Shareholders’ Representative as the successor Shareholders’ Representative hereunder. If at any time there shall not be a Shareholders’ Representative or Shareholders so fail to designate a successor Shareholders’ Representative, then Parent may have a court of competent jurisdiction appoint a Shareholders’ Representative hereunder. If the Shareholders’ Representative becomes unable or unwilling, for any reason, to serve as representative for the Shareholders, such other Person or Persons as may be designated by Shareholders holding a majority of the voting interests of the Company Preferred Stock immediately prior to the Closing, shall succeed the Shareholders’ Representative as the representative of the Shareholders for in all matters under this Agreement and the purposes of Section 8.01 hereof. Each transactions contemplated hereby. (d) Without limiting the generality of the foregoing, Shareholders’ Representative is designated as the sole and exclusive agent, representative and attorney-in-fact for Shareholders hereby does for all purposes related to this Agreement (including (i) service of process upon Shareholders, (ii) executing and delivering to Parent or any other Person on behalf of any of or all Shareholders any and all instruments, certificates, documents and agreements with respect to the transactions contemplated by the Transaction Documents (other than the Trading Restriction Agreements and the Employment Offer Letters), and any other instrument, certificate, document or agreement referred to in Section 8.02, and (iii) receipt of all notices on behalf of Shareholders with respect to any matter, suit, claim, action or proceeding arising with respect to the sale of the Shares or any transaction contemplated by the Transaction Documents (other than the Trading Restriction Agreements and the Employment Offer Letters), including the defense, settlement or compromise of any claim, action or proceeding pursuant to Article X), and Shareholders may act, with respect to all matters under the Transaction Documents (other than the Lock-up Agreements and Employment Offer Letters), only through the Shareholders’ Representative. Parent shall irrevocably appoint be entitled to rely on the authority of the Shareholders’ Representative as the agent, proxy representative and attorney in attorney-in-fact of Shareholders for such Shareholder for all purposes under the purposes of Section 8.01 hereof, including full power and authority on such Shareholder’s behalf Transaction Documents (a) to pay expenses (whether incurred on or after other than the date hereof) incurred in connection with the performance of Section 8.01 this Agreement, (b) to execute and deliver on behalf of such Shareholder any amendment or waiver hereto, (c) to take all other actions to be taken by or on behalf of such Shareholder in connection herewith, (d) to negotiate, settle, compromise and otherwise handle all matters relating to the guarantee provided under Section 8.01 hereof and to do each and every act and exercise any and all rights which such Shareholder is, or Shareholders collectively are, permitted or required to do or exercise under this Agreement. The Shareholders Representative hereby accepts the present mandate in accordance with Article 2144 of the Civil Code of Québec. Buyer may conclusively rely, without independent verification or investigation, upon any decision or action of the Shareholders Representative as being the binding decision or action of every Shareholder, Trading Restriction Agreements and the Buyer Employment Offer Letters) and shall not be liable to any Shareholder or any other Persons have no liability for any actions taken or omitted from being taken by them or by Buyer in good faith and in accordance with or reliance upon any such decision or action reliance. None of Shareholders may revoke the Shareholders authority of Shareholders’ Representative. Each Shareholder hereby ratifies and confirms, and hereby agrees to ratify and confirm, any action taken by Shareholders’ Representative in the exercise of the power-of-attorney granted to Shareholders’ Representative pursuant to this Section 2.15, which power-of-attorney, being coupled with an interest, is irrevocable and shall survive the death, incapacity or incompetence of such Shareholder. Any payment made to Shareholders’ Representative pursuant to any of the Transaction Documents (other than the Trading Restriction Agreements and the Employment Offer Letters) shall be deemed to have been made to Shareholders. Promptly after receiving any such payment, Shareholders’ Representative shall deliver to each Shareholder his, her or its pro rata portion of such payment. Without limiting the foregoing, Shareholders hereby covenant and agree to defend, indemnify and to hold and save harmless the Shareholders Representative members of the Parent Indemnified Group from and against any and all Losses that the Shareholders Representative may sustain or incur as a result arising out of any action taken by the claim that Shareholders’ Representative in relation failed to the mandate set forth in the present Section 10.05, save for distribute to Shareholders (or properly allocate among them) any such Losses attributable to the intentional or gross fault of the payments received by Shareholders’ RepresentativeRepresentative under the Transaction Documents (other than the Trading Restriction Agreements and the Employment Offer Letters).

Shareholders’ Representative. The (a) By the execution and delivery of this Agreement, subject to the terms of Section 10.15(b), each Shareholder irrevocably appoints, authorizes and directs ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ to act as such Shareholder's agent, representative, proxy and attorney-in-fact (in his capacity as Shareholders’ Representative is hereby approved to serve as ' Representative) after the representative Closing Date for the purpose of effecting the consummation of the transactions contemplated by this Agreement and the Transaction Documents, and exercising, on behalf of all Shareholders, the rights and powers of the Shareholders for hereunder and thereunder. Without limiting the purposes of Section 8.01 hereof. Each generality of the Shareholders hereby does and shall irrevocably appoint foregoing, the Shareholders’ ' Representative as the agent, proxy and attorney in fact for such Shareholder for the purposes of Section 8.01 hereof, including shall have full power and authority authority, for and on behalf of the Shareholders, to take all actions, and to exercise such Shareholder’s behalf (a) to pay expenses (whether incurred on or after the date hereof) incurred rights, power and authority, in connection with the performance transactions contemplated hereby and thereby and to exercise such rights, power and authority as are incidental thereto, to represent any Shareholder from and after the Closing, to give or receive any notices required or permitted to be given hereunder and thereunder, to accept service of Section 8.01 process on behalf of any Shareholders, to execute and deliver, or hold in escrow and release, any exhibits or amendments to this Agreement, (b) the Transaction Documents or any other agreements, certificates, stock powers, statements, notices, approvals, extensions or waivers relating to execute the transactions contemplated hereby or thereby, to conduct or cease to conduct the defense of all Claims against any Shareholder in connection with this Agreement and deliver to settle all such Claims on behalf of such Shareholder any amendment or waiver hereto, (c) to take all other actions to be taken by or on behalf of such Shareholder in connection herewith, (d) to negotiate, settle, compromise and otherwise handle all matters relating to the guarantee provided under Section 8.01 hereof and to do each and every act Shareholders and exercise any and all rights which such Shareholder is, or that the Shareholders collectively are, are permitted or required to do or exercise under Article IX, and in connection with any Claim against or by the Shareholders under this Agreement. The Shareholders Representative hereby accepts the present mandate in accordance with Article 2144 appointment and agency of the Civil Code Shareholders' Representative is irrevocable, and shall be deemed to be coupled with an interest. Execution of Québecthis Agreement by the Shareholders shall constitute agreement to be bound by the actions of the Shareholders' Representative taken hereunder and thereunder. Buyer The Parties agree that, as to all matters arising under this Agreement and the Transaction Documents after the Closing Date, the Shareholders' Representative shall act for and on behalf of the Shareholders, and to the extent Shareholders are asked to execute documents and to take other actions after the Closing and do not do so as promptly as possible when requested, the Shareholders appoint the Shareholders' Representative as their limited irrevocable attorney in fact to execute all such documents and to take all such actions deemed necessary or appropriate by the Shareholders' Representative which shall have the same force and effect as if performed by the Shareholders themselves. When this Agreement or any Transaction Document provides that a determination or any other action or event is conclusive and binding upon the Shareholders, such determination, action or event of the Shareholders' Representative shall be conclusive and binding upon the Shareholders. The Shareholders' Representative shall have all such incidental powers as may conclusively relybe necessary or desirable to carry into effect the provisions of this Section 10.15, without independent verification or investigationincluding, upon any decision or action at the expense of the Shareholders, to retain attorneys, accountants and other advisors to assist him in the performance of his duties hereunder. All such expenses shall be shared pro rata among all of the Shareholders based upon each Shareholder's portion of the aggregate Gross Closing Consideration. Under this Section 10.15(a), however, the Shareholders' Representative as being shall not have the binding decision right or action of every Shareholderobligation to, and shall not, represent any Shareholder in Indemnification Claims involving any such Shareholder's several, as opposed to his joint, liability under Article IX; in any circumstance where the Buyer Shareholders do not have joint liability, each individual Shareholder shall represent his own interests, regardless of any provisions of this Section 10.15(a). (b) Subject to the provisions of this Section 10.15(b), the Shareholders' Representative shall serve as such from and after the Closing Date until the earlier of his removal or the completion of his obligations hereunder. The Shareholders' Representative may be replaced or terminated at any time by those Shareholders holding a majority in interest of the Company's shares immediately prior to the Closing. If the Person who is acting as the Shareholders' Representative is terminated or replaced by the Shareholders or is unable or unwilling to continue to serve as the Shareholders' Representative, or otherwise ceases to be the Shareholders' Representative, his successor shall promptly be appointed by the Shareholders holding a majority in interest of the Company's shares immediately prior to the Closing; provided, however, that the Shareholders' Representative shall not be liable to any Shareholder or any other Persons for any actions taken or omitted from being taken by them or by Buyer in good faith and in accordance with or reliance upon any such decision or action of voluntarily resign without the Shareholders Representativefirst selecting a successor Shareholders' Representative (reasonably satisfactory to Parent). Each Shareholder agrees Any successor to indemnify a Shareholders' Representative shall for purposes of this Agreement be the Shareholders' Representative and to hold and save harmless the Shareholders Representative from and against any and all Losses that after such time, the Shareholders Representative may sustain or incur as a result of any action taken by the term "Shareholders’ Representative in relation to the mandate set forth in the present Section 10.05, save for any such Losses attributable to the intentional or gross fault of the Shareholders’ Representative.'

Shareholders’ Representative. (a) By the adoption or causing the adoption of this Agreement, the approval of the principal terms of the Transactions, and the consummation of the Transactions or participating in the Transactions and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Transactions, each Seller shall be deemed to have constituted, appointed and empowered effective from and after the date of such consent, Shareholder Representative Services LLC as the Shareholders’ Representative, for the benefit of the Sellers and the exclusive agent and attorney-in-fact to act on behalf of each Seller, for all purposes in connection with and to facilitate the consummation of the Transactions and the execution of the Ancillary Agreements and the consummation of the transactions contemplated thereby, which shall include the power and authority to: (i) enforce and protect the rights and interests of the Sellers and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the Transactions, and to take any and all actions which the Shareholders’ Representative believes are necessary or appropriate under this Agreement for and on behalf of the Sellers including, consenting to, compromising or settling any such claims, conducting negotiations with Buyer and, after the Closing Date, the Company and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any Action; (B) investigate, defend, contest or litigate any Third Party Claim pursuant to Section 9.5 or any other Action or investigation initiated by Buyer and, after the Closing Date, the Company or any other Person, or by any Governmental Entity against the Shareholders’ Representative and/or any of the Sellers, and receive process on behalf of any or all Sellers in any such Action or investigation and compromise or settle on such terms as the Shareholders’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such Third Party Claim or other Action or investigation; (C) file any proofs of debt, claims and petitions as the Shareholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that the Shareholders’ Representative shall not have any obligation to take any such actions, and shall not have any Liability for any failure to take any such actions; (ii) to refrain from enforcing any right of the Sellers arising out of or under or in any manner relating to this Agreement; provided, however, that no such failure to act on the part of the Shareholders’ Representative, except as otherwise provided in this Agreement, shall be deemed a waiver of any such right or interest by the Shareholders’ Representative or by the Sellers unless such waiver is in writing signed by the waiving party or by the Shareholders’ Representative; (iii) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Shareholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Transactions; (iv) to engage special counsel, accountants and other advisors and incur such other expenses on behalf of the Sellers in connection with any matter arising under this Agreement, which such expenses the Shareholders’ Representative is authorized to pay from the Expense Holdback Amount; and (v) subject to Section 10.8, to negotiate and execute any waivers or amendments of this Agreement or the Ancillary Agreements. (b) The Shareholders’ Representative is hereby approved will incur no liability of any kind to serve as the representative of the Shareholders for the purposes of Section 8.01 hereof. Each of the Shareholders hereby does and shall irrevocably appoint any Seller with respect to any action or omission by the Shareholders’ Representative as the agent, proxy and attorney in fact for such Shareholder for the purposes of Section 8.01 hereof, including full power and authority on such Shareholder’s behalf (a) to pay expenses (whether incurred on or after the date hereof) incurred in connection with the performance of Section 8.01 Shareholders’ Representative’s services pursuant to this Agreement, (b) to execute Agreement and deliver on behalf of such Shareholder any amendment or waiver agreements ancillary hereto, (c) to take all other actions to be taken by except in the event of liability directly resulting from the Shareholders’ Representative’s gross negligence or on behalf of such Shareholder in connection herewith, (d) to negotiate, settle, compromise and otherwise handle all matters relating to the guarantee provided under Section 8.01 hereof and to do each and every act and exercise any and all rights which such Shareholder is, or Shareholders collectively are, permitted or required to do or exercise under this Agreementwillful misconduct. The Shareholders Shareholders’ Representative hereby accepts the present mandate in accordance with Article 2144 of the Civil Code of Québec. Buyer may conclusively rely, without independent verification or investigation, upon any decision or action of the Shareholders Representative as being the binding decision or action of every Shareholder, and the Buyer shall not be liable to any Shareholder or any other Persons for any actions taken action or omitted from being taken by them omission pursuant to the advice of counsel, provided such action or by Buyer in good faith and in accordance with or reliance upon any such decision or action omission is also not the result of the Shareholders Shareholders’ Representative’s gross negligence or willful misconduct. Each Shareholder agrees The Sellers agree to indemnify indemnify, defend and to hold and save harmless the Shareholders Shareholders’ Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Shareholders’ Representative’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Shareholders’ Representative, the Shareholders’ Representative will reimburse the Sellers the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Shareholders’ Representative by the Sellers, any such Representative Losses may be recovered by the Shareholders’ Representative from (i) the funds in the Expense Holdback Amount, and (ii) the Indemnity Escrow Amount at such time as remaining amounts would otherwise be distributable to the Sellers pursuant to the terms of this Agreement; provided, that while this Section 10.7(b) allows the Shareholders Shareholders’ Representative may sustain to be paid from the aforementioned sources of funds, this Section 10.7(b) shall not relieve the Sellers from their obligation to promptly pay such Representative Losses as they are suffered or incur as a result incurred, nor does it prevent the Shareholders’ Representative from seeking any remedies available to it at Law or otherwise. In no event will the Shareholders’ Representative be required to advance its own funds on behalf of the Sellers or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Sellers set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Shareholders’ Representative under this Section 10.7(b). (c) All of the indemnities, immunities and powers granted to the Shareholders’ Representative under this Agreement shall survive the Closing, the resignation or removal of the Shareholders’ Representative and/or any termination of this Agreement. (d) After the Closing Date, Buyer and the Company shall have the right to rely upon all actions taken or omitted to be taken by the Shareholders’ Representative pursuant to this Agreement, all of which actions or omissions shall be legally binding upon the Sellers. (e) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Seller and (ii) shall survive the consummation of the Transactions, and any action taken by the Shareholders’ Representative in relation pursuant to the mandate set forth authority granted in this Agreement shall be effective and absolutely binding on each Seller notwithstanding any contrary action of or direction from such Seller, except for actions or omissions of the Shareholders’ Representative constituting willful misconduct. (f) Each of the Company and Buyer acknowledges and agrees that the Shareholders’ Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the Transactions. Accordingly, each of the Company and Buyer acknowledges and agrees that, the Shareholders’ Representative shall have no Liability to, and shall not be liable for any Losses of, any of the Company or Buyer in connection with any obligations of the Shareholders’ Representative under this Agreement or otherwise in respect of this Agreement or the Transactions, except to the extent such Losses shall be proven to be the direct result of willful misconduct by the Shareholders’ Representative in connection with the performance of its obligations hereunder. (g) The Sellers will not receive any interest or earnings on the Expense Holdback Amount and irrevocably transfer and assign to the Shareholders’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The Shareholders’ Representative will not be liable for any loss of principal of the Expense Holdback Amount other than as a result of its gross negligence or willful misconduct. The Shareholders’ Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the present Section 10.05, save for any such Losses attributable to event of bankruptcy. As soon as practicable following the intentional or gross fault completion of the Shareholders’ Representative’s responsibilities, the Shareholders’ Representative will deliver any remaining balance of the Expense Holdback Amount in accordance with Section 2.8(b). (h) The Shareholders’ Representative may resign upon twenty (20) days’ written notice delivered to Parent and, prior to the Closing, the Company. If the Shareholders’ Representative shall resign or be removed by the Sellers, the Sellers shall (by consent of those Sellers entitled to at least a majority of the Closing Payment hereunder), within ten (10) days after such resignation or removal, appoint a successor to be the Shareholders’ Representative for all purposes herein, and any such successor shall succeed the former Shareholders’ Representative as the Shareholders’ Representative hereunder.