Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as their agent and attorney in fact (the "Shareholders' Representative") 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 Plan and to take such other action on their behalf in connection with this Plan, the Closing and the transactions contemplated hereby as such agent deems 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 under Section 1 hereof or increase the extent of their obligation to WWN hereunder, unless agreed in writing by the Shareholders.
Appears in 3 contracts
Sources: Merger Agreement (Worldwide Wireless Networks Inc), Merger Agreement (Worldwide Wireless Networks Inc), Merger Agreement (Worldwide Wireless Networks Inc)
Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint John Peters as ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as their agent ▇ and attorney in fact (the "Shareholders' Representative") 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 Plan and to take such other action on their behalf in connection with this Plan, the Closing and the transactions contemplated hereby as such agent deems 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 under Section 1 hereof or increase the extent of their obligation to WWN Suncrest hereunder, unless agreed in writing by the Shareholders.
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Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, the sole shareholder will act as their agent and attorney in fact (the "Shareholders' Shareholder's Representative") 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 Plan and to take such other action on their behalf in connection with this Plan, the Closing and the transactions contemplated hereby as such agent deems 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 under Section 1 hereof or increase the extent of their obligation to WWN Natures hereunder, unless agreed in writing by the Shareholders▇▇. ▇▇▇▇▇▇▇▇▇▇.
Appears in 1 contract
Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint ▇▇▇Scot▇ ▇▇▇▇▇▇▇ ▇▇▇, as ▇ their agent and attorney in fact (the "Shareholders' RepresentativeRepresentative ") with full power and authority until the Closing to execute, deliver and receive on their behalf all notices, requests requests, certificates and other communications hereunder; to to, fix and alter on their behalf the date, time and place of the Closing; to waive, amend or modify any provisions of this Plan Agreement and to take such other action on their behalf in connection with this PlanAgreement, the Closing and the transactions contemplated hereby as such agent deems 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 under Section 1 1.1 hereof or increase the extent of their obligation to WWN hereunder, unless agreed in writing by the Shareholdersindemnify Buyer under Section 2.16 hereof.
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Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint ▇▇▇▇ ▇▇▇▇▇▇▇▇▇Michael Rosenfeld, as their agent and attorney in fact (the "ShareholdersSharehold▇▇▇' Representative▇▇▇▇▇▇▇▇▇▇▇▇ve") with full power and authority until the Closing to executeexecutive, 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 Plan and to take such other action on their behalf in connection with this Plan, the Closing and the transactions contemplated hereby as such agent deems 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 under Section 1 hereof or increase the extent of their obligation to WWN URREA hereunder, unless agreed in writing by the Shareholders.
Appears in 1 contract
Sources: Merger Agreement (Edulink Inc)
Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇ as their agent and attorney in fact (the "Shareholders' Representative") 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 Plan and to take such other action on their behalf in connection with this Plan, the Closing and the transactions contemplated hereby as such agent deems 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 under Section 1 hereof or increase the extent of their obligation to WWN iMall hereunder, unless agreed in writing by the Shareholders.
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Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇ as their agent and attorney in fact (the "Shareholders' Representative") 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 Plan and to take such other action on their behalf in connection with this Plan, the Closing and the transactions contemplated hereby as such agent deems 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 under Section 1 hereof or increase the extent of their obligation to WWN LC Nevada hereunder, unless agreed in writing by the Shareholders.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Learncom Inc /Nv/)
Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇ as their agent and attorney in fact (the "Shareholders' Representative"Shareholder's representative) with full power and authority until the Closing to execute, deliver and receive on their behalf all notices, requests requests, and other communications hereunder; : to fix and alter on their behalf the date, time time, and place of the Closing; : to waive, amend amend, or modify any provisions of this Plan Agreement, and to take such other action on their behalf in connection with this PlanAgreement, the Closing Closing, and the transactions contemplated hereby as such agent deems or agents deem appropriate; provided, however, that no such waiver, amendment amendment, or modification may be maybe made if it would decrease the number of shares to be issued to the Shareholders under Section 1 hereof hereunder or increase the extent of their obligation to WWN indemnify TSFP hereunder, unless agreed in writing by the Shareholders.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Temple Summit Financial Projects Inc/Nv)
Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Wil▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as ▇s their agent and attorney in fact (the "Shareholders' Representative") with full power and authority until the Closing to execute, deliver 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 Plan Agreement, and to take such other action on their behalf in connection with this PlanAgreement, the Closing Closing, and the transactions contemplated hereby as such agent deems 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 under Section 1 hereof or increase the extent of their obligation to WWN hereunder, unless agreed in writing by the Shareholdershereof.
Appears in 1 contract
Sources: Stock Exchange Agreement (Workplace Compliance Inc)
Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇ as their agent and attorney in fact (the "Shareholders' Representative") with full power and authority until the Closing to execute, deliver deliver, and receive on their behalf all notices, requests requests, and other communications hereunder; to fix and alter on their behalf the date, time time, and place of the Closing; to waive, amend amend, or modify any provisions of this Plan Agreement, and to take such other action on their behalf in connection with this PlanAgreement, the Closing Closing, and the transactions contemplated hereby as such agent deems or agents deem appropriate; provided, however, that no such waiver, amendment amendment, or modification may be made if it would decrease the number of shares to be issued to the Shareholders under Section 1 hereof hereunder or increase the extent of their obligation to WWN indemnify Acquisition hereunder, unless agreed in writing by the Shareholders.
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Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Robert B. Thele ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as their agent ▇ and attorney in fact (the "Shareholders' Representative") 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 Plan and to take such other action on their behalf in connection with this Plan, the Closing and the transactions contemplated hereby as such agent deems 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 under Section 1 hereof or increase the extent of their obligation to WWN Whole Living hereunder, unless agreed in writing by the Shareholders.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Whole Living Inc)
Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Lowell G. Mims, as the▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, as their agent and attorney ttorney in fact (the "Shareholders' Representative") 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 Plan and to take such other action on their behalf in connection with this Plan, the Closing and the transactions contemplated hereby as such agent deems 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 under Section 1 hereof or increase the extent of their obligation to WWN Corvallis hereunder, unless agreed in writing by the Shareholders.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Corvallis Inc)
Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇ as their agent and attorney in fact (the "Shareholders' Representativerepresentative") with full power and authority until the Closing to execute, deliver and receive on their behalf all notices, requests requests, and other communications hereunder; : to fix and alter on their behalf the date, time time, and place of the Closing; : to waive, amend amend, or modify any provisions of this Plan Agreement, and to take such other action on their behalf in connection with this PlanAgreement, the Closing Closing, and the transactions contemplated hereby as such agent deems or agents deem appropriate; provided, however, that no such waiver, amendment amendment, or modification may be maybe made if it would decrease the number of shares to be issued to the Shareholders under Section 1 hereof hereunder or increase the extent of their obligation to WWN indemnify Acquisition hereunder, unless agreed in writing by the Shareholders.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Interlock Services Inc)
Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint ▇▇Ed Enloe, as the▇▇ ▇▇▇▇▇▇▇▇▇, as their agent ▇ and attorney in fact (the "Shareholders' Representative") 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 Plan and to take such other action on their behalf in connection with this Plan, the Closing and the transactions contemplated hereby as such agent deems 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 under Section 1 hereof or increase the extent of their obligation to WWN Entertainment hereunder, unless agreed in writing by the Shareholders.
Appears in 1 contract
Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as their agent and attorney in fact (the "Shareholders' Representative") 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 Plan and to take such other action on their behalf in connection with this Plan, the Closing and the transactions contemplated hereby as such agent deems 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 under Section 1 I hereof or increase the extent of their obligation to WWN Asphalt hereunder, unless agreed in writing by the Shareholders.
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Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Richard Hill, as the▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as their agent and ▇ attorney in fact (the "Shareholders' Representative") 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 Plan and to take such other action on their behalf in connection with this Plan, the Closing and the transactions contemplated hereby as such agent deems 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 under Section 1 hereof or increase the extent of their obligation to WWN WLN hereunder, unless agreed in writing by the Shareholders.
Appears in 1 contract
Sources: Merger Agreement (Whole Living Inc)
Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint ▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇ as their agent and attorney in fact (the "Shareholders' Representative") 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 . To waive, amend or modify any provisions of this Plan and to take such other action on their behalf in connection with this Plan, the Closing and the transactions contemplated hereby as such agent deems 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 under Section 1 hereof or increase the extent of their obligation to WWN Pacific hereunder, unless agreed in writing by the Shareholders.
Appears in 1 contract
Shareholders’ Representative. The Shareholders hereby irrevocably designate and appoint Frank A. Leo, as the▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as their agent and ▇ attorney in fact (the "Shareholders' Representative") 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 Plan and to take such other action on their behalf in connection with this Plan, the Closing and the transactions contemplated hereby as such agent deems 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 under Section 1 hereof or increase the extent of their obligation to WWN Shur De Cor hereunder, unless agreed in writing by the Shareholders.
Appears in 1 contract
Sources: Merger Agreement (Interactive Marketing Technology Inc)