Common use of Shareholders’ Representative Clause in Contracts

Shareholders’ Representative. (a) In order to administer efficiently (i) the implementation of the Agreement by the Shareholders, (ii) the waiver of any condition to the obligations of the Shareholders to consummate the transactions contemplated hereby, and (iii) the settlement of any dispute with respect to this Agreement, the Shareholders hereby designate ▇▇▇▇▇ ▇. ▇▇▇▇▇ as their representative (the "Shareholders' Representative"). (b) In the event that the Shareholders' Representative dies, becomes legally incapacitated or resigns from such position, ▇▇▇▇ ▇. ▇▇▇▇▇▇ shall fill such vacancy and shall be deemed to be the Shareholders' Representative for all purposes of this Agreement. Any change in the Shareholders' Representative shall be effective when Buyer is receives notice of such change. (c) The Shareholders hereby authorize the Shareholders' Representative (i) to take all action necessary in connection with the implementation of this Agreement on behalf of the Shareholders, to waive any condition to the obligations of the Shareholders to consummate the transactions contemplated hereby, or to settle any dispute, (ii) to receive, on behalf of the Shareholders, any payments payable to the Shareholders under this Agreement from Buyer, including, without limitation, the Purchase Price, and to disburse such payments to the Shareholders, (iii) to give and receive all notices required or permitted to be given or received by the Shareholders under the Agreement and (iv) to take any and all additional action as is contemplated to be taken by or on behalf of the Shareholders by the terms of this Agreement, including without limitation, the execution and delivery of documents to transfer the Company Shares to Buyer. (d) All decisions and actions by the Shareholders' Representative shall be binding upon all of the Shareholders, and no Shareholder shall have the right to object, dissent, protest or otherwise contest the same, except as provided in Section 1.6(e)(ii). (e) By their execution of this Agreement, the Shareholders agree that: (i) Buyer and Indemnity Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Shareholders' Representative (with Buyer hereby acknowledging that the Shareholders' Representative may, with respect to any action, instruction or decision, seek guidance and/or approvals of the Shareholders before acting), as to any actions required or permitted to be taken by the Shareholders or the Shareholders' Representative hereunder, and no Party hereunder shall have any cause of action against Buyer for any action taken by Buyer in reliance upon the instructions or decisions of the Shareholders' Representative; (ii) all actions, decisions and instructions of the Shareholders' Representative shall be conclusive and binding upon all of the Shareholders (except in the case of the Shareholders' Representative's fraud, bad faith or willful breach of this Agreement) and no Shareholder shall have any cause of action against the Shareholders' Representative for any action taken, decision made or instruction given by the Shareholders' Representative under this Agreement (except pursuant to any separate agreement among the Shareholders); (iii) remedies available at law for any breach of the provisions of this Section 1.6 are inadequate; therefore, Buyer shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if Buyer brings an action to enforce the provisions of this Section 1.6; and (iv) the provisions of this Section 1.6 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death, granted by the Shareholders to the Shareholders' Representative and shall be binding upon the executors, heirs, legal representatives and successors of each Shareholder. (f) All fees and expenses incurred by the Shareholders' Representative shall be for the account of the Shareholders, including, without limitation, any payments made by the Shareholders' Representative under the Indemnity Escrow Agreement.

Shareholders’ Representative. (a) In order to administer efficiently (i) the implementation Following execution of this Agreement by all of the Agreement by the Shareholdersparties hereto, (ii) the waiver of any condition to the obligations of the Shareholders to consummate the transactions contemplated hereby, and (iii) the settlement of any dispute with respect to this Agreement, the Shareholders hereby designate ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ is hereby appointed attorney-in-fact and authorized and empowered to act, for and on behalf of each of the Shareholders in connection with this Agreement and such other matters as are reasonably necessary for the consummation of the transactions contemplated hereby including (i) to establish a single bank account for receipt and subsequent distribution to Shareholders of any amounts payable to Shareholders following the Closing, (ii) to compromise on their behalf with Purchasers any claims asserted thereunder, (iii) to execute and deliver on behalf of Shareholders any documents required by this Agreement or the Escrow Agreement, and (iv) to take such further actions, including coordinating and administering post-closing matters related to the rights and obligations of Shareholders, as are authorized or required by this Agreement (the above-named representative, as well as any subsequent representative (of the Shareholders being referred to herein as the "Shareholders' Representative"). (b) In the event that the Shareholders' Representative dies, becomes legally incapacitated or resigns from such position, ▇▇▇▇ ▇. ▇▇▇▇▇▇ shall fill such vacancy and shall be deemed to be the Shareholders' Representative for all purposes of this Agreement. Any change in the The Shareholders' Representative shall not be effective when Buyer is receives notice of such change. (c) The Shareholders hereby authorize the Shareholders' Representative (i) to take all action necessary in connection with the implementation of this Agreement on behalf of the Shareholders, to waive any condition liable to the obligations of the Shareholders to consummate the transactions contemplated herebyother Shareholder, or to settle any dispute, (ii) to receive, on behalf of the Shareholders, any payments payable to the Shareholders under this Agreement from Buyer, including, without limitationPurchaser, the Purchase Price, and Company or their respective Affiliates or any other Person with respect to disburse such payments to the Shareholders, (iii) to give and receive all notices required any action taken or permitted to be given or received by the Shareholders under the Agreement and (iv) to take any and all additional action as is contemplated omitted to be taken by or on behalf of the Shareholders by the terms of this Agreement, including without limitation, the execution and delivery of documents to transfer the Company Shares to Buyer. (d) All decisions and actions by the Shareholders' Representative shall be binding upon all in his role as Shareholders' Representative unless such action or omission results from or arises out of fraud, gross negligence, willful misconduct or bad faith on the part of the Shareholders, ' Representative. Purchasers and no Shareholder shall have the right to object, dissent, protest or otherwise contest the same, except as provided in Section 1.6(e)(ii). (e) By their execution of this Agreement, the Shareholders agree that: (i) Buyer and Indemnity Escrow Agent Company shall be able entitled to rely conclusively on the instructions and decisions appointment of the Shareholders' Representative (with Buyer hereby acknowledging that the pursuant to this section and to treat such Shareholders' Representative may, with respect to any action, instruction or decision, seek guidance and/or approvals of as the Shareholders before acting), as to any actions required or permitted to be taken by the Shareholders or the Shareholders' Representative hereunder, and no Party hereunder shall have any cause of action against Buyer for any action taken by Buyer in reliance upon the instructions or decisions of the Shareholders' Representative; (ii) all actions, decisions and instructions of the Shareholders' Representative shall be conclusive and binding upon all of the Shareholders (except in the case of the Shareholders' Representative's fraud, bad faith or willful breach of this Agreement) and no Shareholder shall have any cause of action against the Shareholders' Representative for any action taken, decision made or instruction given by the Shareholders' Representative under this Agreement (except pursuant to any separate agreement among the Shareholders); (iii) remedies available at law for any breach of the provisions of this Section 1.6 are inadequate; therefore, Buyer shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if Buyer brings an action to enforce the provisions of this Section 1.6; and (iv) the provisions of this Section 1.6 are independent and severable, shall constitute an irrevocable power of duly appointed attorney, coupled with an interest and surviving death, granted by the Shareholders to the Shareholders' Representative and shall be binding upon the executors, heirs, legal representatives and successors -in-fact of each Shareholder. (f) All fees and expenses incurred by the Shareholders' Representative shall be for the account of the Shareholders, including, without limitation, any payments made by the Shareholders' Representative under the Indemnity Escrow Agreement.

Shareholders’ Representative. (a) In order to administer efficiently (i) the implementation of the Agreement by the Shareholders, (ii) the waiver of any condition to the obligations Each of the Shareholders to consummate the transactions contemplated hereby, and hereby irrevocably appoints Shav▇▇ (iii) the settlement of any dispute with respect to this Agreement, the Shareholders hereby designate ▇▇▇▇▇ ▇. ▇▇▇▇▇ as their representative (the e "Shareholders' Representative"). (b) In as his or her attorney-in-fact under this Agreement and to act on behalf of such Shareholder wherever it is contemplated that the event that Shareholders may act, or the Shareholders' Representative dies, becomes legally incapacitated or resigns from such position, ▇▇▇▇ ▇. ▇▇▇▇▇▇ shall fill such vacancy and shall be deemed to be the Shareholders' Representative for all purposes of this Agreement. Any change in the Shareholders' Representative shall be effective when Buyer is receives notice of such change. (c) The Shareholders hereby authorize the Shareholders' Representative (i) to take all action necessary in connection with the implementation of this Agreement may act on behalf of the Shareholders, under this Agreement and the Escrow Agreement. The Shareholders' Representative is hereby authorized to waive any condition to the obligations of the Shareholders to consummate the transactions contemplated hereby, or to settle any dispute, (ii) to receive, act on behalf of the Shareholders in disputing or refraining from disputing any claim made by the Purchaser Indemnified Parties under this Article IX, including negotiating and compromising any such claim, engaging attorneys, accountants and other agents and advisers, and to take such other action or refrain from taking such other action as the Shareholders' Representative shall deem, any payments payable in his sole discretion, necessary or appropriate to further the interests of the Shareholders under this Agreement from Buyer, including, without limitation, and the Purchase Price, and to disburse such payments to the Shareholders, (iii) to give and receive all notices required or permitted to be given or received by Escrow Agreement. Each of the Shareholders under agrees that the Agreement and (iv) Purchaser Indemnified Parties shall be entitled to take rely on any and all additional action as is contemplated to be taken by or on behalf of the Shareholders by the terms of this Agreement, including without limitation, the execution and delivery of documents to transfer the Company Shares to Buyer. (d) All decisions and actions by the Shareholders' Representative shall be binding upon all of the Shareholders, and no Shareholder shall have the right to object, dissent, protest or otherwise contest the same, except as provided in Section 1.6(e)(ii). (e) By their execution of this Agreement, the Shareholders agree that: (i) Buyer and Indemnity Escrow Agent shall be able to rely conclusively on the instructions and decisions of evidenced by a document signed by the Shareholders' Representative (with Buyer hereby acknowledging that without any liability to, or obligation to inquire of, any Shareholder. A notice validly delivered to the Shareholders' Representative may, with respect shall constitute sufficient notice to any action, instruction or decision, seek guidance and/or approvals of the Shareholders before acting), as to any actions required or permitted to be taken by the Shareholders or the all Shareholders' Representative hereunder, and no Party hereunder shall have any cause of action against Buyer for any action taken by Buyer in reliance upon the instructions or decisions of the Shareholders' Representative; (ii) all actions, decisions and instructions . The authority of the Shareholders' Representative shall be conclusive continue until the release of all Debentures and binding upon all of the Shareholders (except in the case of the Shareholders' Representative's fraud, bad faith or willful breach of this Agreement) and no Shareholder shall have any cause of action against the Shareholders' Representative for any action taken, decision made or instruction given amounts held by the Shareholders' Representative under this Agreement (except pursuant to any separate agreement among the Shareholders); (iii) remedies available at law for any breach of the provisions of this Section 1.6 are inadequate; therefore, Buyer shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if Buyer brings an action to enforce the provisions of this Section 1.6; and (iv) the provisions of this Section 1.6 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death, granted by the Shareholders to the Shareholders' Representative and shall be binding upon the executors, heirs, legal representatives and successors of each Shareholder. (f) All fees and expenses incurred by the Shareholders' Representative shall be for the account of the Shareholders, including, without limitation, any payments made by the Shareholders' Representative Escrow Agent under the Indemnity Escrow Agreement.

Shareholders’ Representative. (a) In order to administer efficiently (i) the implementation of the Agreement by the Shareholders, (ii) the waiver of any condition to the obligations of the Shareholders to consummate the transactions contemplated hereby, and (iii) the settlement of any dispute with respect to this Agreement, the Shareholders hereby designate ▇▇▇▇▇▇▇ hereby irrevocably acknowledges that each Seller has appointed ▇. ▇▇▇▇▇▇ as their representative his agent and representative, an attorney in fact for all purposes under this Agreement. Each Seller has authorized ▇▇▇▇▇▇▇, on behalf in the name of such Sellers, to (i) receive all notices or documents or to be given to him by Buyer pursuant hereto; (ii) deliver at Closing the "Shareholders' Representative"). certificates for the shares of each Seller in exchange for his portion of the purchase price (biii) In sign and deliver to Buyer at the event that Closing a receipt for his portion of the Shareholders' Representative diespurchase price and transmits such purchase price to each Seller; (iv) deliver to Buyer at the Closing all certificates and documents to be delivered to Buyer by the Sellers pursuant to this Agreement, becomes legally incapacitated or resigns from such position, together with any other certificates and documents executed by each Seller and deposited with ▇▇▇▇▇▇▇ for such purpose; and (v) take such action on behalf of such Sellers as ▇▇▇▇▇▇▇ may ▇▇▇▇ appropriate hereof, including, but not limiting to waiving any inaccuracies in the representations or warranties of Buyer, waiving of any conditions precedent to the Sellers' obligations hereunder, and all such other matters as ▇▇▇▇▇▇▇ may deem necessary or appropriate to consummate this Agreement and the transactions contemplated hereby. ▇▇▇▇▇▇▇ shall fill such vacancy and shall be deemed to be the Shareholders' Representative for all purposes of this Agreement. Any change in the Shareholders' Representative shall be effective when Buyer is receives notice of such change. (c) The Shareholders hereby authorize the Shareholders' Representative (i) to take all action necessary in connection with the implementation of this Agreement on behalf of the Shareholders, to waive any condition to the obligations of the Shareholders to consummate the transactions contemplated hereby, or to settle any dispute, (ii) to receive, on behalf of the Shareholders, any payments payable to the Shareholders under this Agreement from Buyer, including, without limitation, the Purchase Price, and to disburse such payments to the Shareholders, (iii) to give and receive all notices required or permitted to be given or received by the Shareholders under the Agreement and (iv) to take any and all additional action as is contemplated to be taken by or on behalf of the Shareholders by the terms of this Agreement, including without limitation, the execution and delivery of documents to transfer the Company Shares to Buyer. (d) All decisions and actions by the Shareholders' Representative shall be binding upon all of the Shareholders, and no Shareholder shall have the right to object, dissent, protest or otherwise contest the same, except as provided in Section 1.6(e)(ii). (e) By their execution of this Agreement, the Shareholders agree that: (i) Buyer and Indemnity Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Shareholders' Representative (with Buyer hereby acknowledging acknowledges that the Shareholders' Representative may, appointment as representative is irrevocable and is deemed coupled with respect to any action, instruction or decision, seek guidance and/or approvals of the Shareholders before acting), as to any actions required or permitted to be taken by the Shareholders or the Shareholders' Representative hereunder, and no Party hereunder shall have any cause of action against Buyer for an interest in any action taken by Buyer in reliance upon the instructions or decisions of the Shareholders' Representative; (ii) all actions, decisions and instructions of the Shareholders' Representative shall be conclusive and binding upon all of the Shareholders (except in the case of the Shareholders' Representative's fraud, bad faith or willful breach of this Agreement) and no Shareholder shall have any cause of action against the Shareholders' Representative for any action taken, decision made or instruction given by the Shareholders' Representative under this Agreement (except ▇▇▇▇▇▇▇ pursuant to any separate agreement among such authority. Buyer shall not be obligated to inquire into the Shareholders); (iii) remedies available at law for any breach authority of the provisions of this Section 1.6 are inadequate; therefore, ▇▇▇▇▇▇▇ and Buyer shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if Buyer brings an action to enforce the provisions of this Section 1.6; and (iv) the provisions of this Section 1.6 are independent and severable, shall constitute an irrevocable power of attorney, coupled protected in dealing with an interest and surviving death, granted by the Shareholders to the Shareholders' Representative and shall be binding upon the executors, heirs, legal representatives and successors of each Shareholderhim. (f) All fees and expenses incurred by the Shareholders' Representative shall be for the account of the Shareholders, including, without limitation, any payments made by the Shareholders' Representative under the Indemnity Escrow Agreement.

Shareholders’ Representative. (a) In order to administer efficiently (i) the implementation of the Agreement by the Shareholders, (ii) the waiver of any condition to the obligations Each of the Shareholders to consummate the transactions contemplated hereby, and (iii) the settlement of any dispute with respect to this Agreement, the Shareholders hereby designate ▇▇▇▇▇ ▇. ▇▇▇▇▇ as their representative (the "Shareholders' Representative"). (b) In the event that the Shareholders' Representative dies, becomes legally incapacitated or resigns from such position, ▇▇▇▇ ▇. irrevocably appoints Mr. Donate ▇▇▇▇▇▇ shall fill ▇, Jr. (the “Shareholders’ Representative”) as such vacancy and shall be deemed to be the Shareholders' Representative for all purposes of this Agreement. Any change in the Shareholders' Representative shall be effective when Buyer is receives notice of such change. (c) The Shareholders hereby authorize the Shareholders' Representative (i) to take all action necessary in connection with the implementation of this Agreement on behalf of the Shareholders, to waive any condition to the obligations of the Shareholders to consummate the transactions contemplated hereby, or to settle any dispute, (ii) to receive, on behalf of the Shareholders, any payments payable to the Shareholders under this Agreement from Buyer, including, without limitation, the Purchase Price, and to disburse such payments to the Shareholders, (iii) to give and receive all notices required or permitted to be given or received by the Shareholders under the Agreement and (iv) ’ agent to take any and all additional action as is contemplated to be taken by or on behalf of the Shareholders by the terms of this Agreement, including without limitation, the execution and delivery of documents to transfer the Company Shares to Buyer. (d) All decisions and actions by the Shareholders' Representative shall be binding upon all of the Shareholders, and no Shareholder shall have the right to object, dissent, protest or otherwise contest the same, except as provided in Section 1.6(e)(ii). (e) By their execution of this Agreement, the Shareholders agree that: (i) Buyer and Indemnity Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Shareholders' Representative (with Buyer hereby acknowledging that the Shareholders' Representative may, with respect to any action, instruction or decision, seek guidance and/or approvals of the Shareholders before acting), as to any actions required or permitted to be taken by such Shareholder under the Shareholders terms of this Agreement, the Cash Escrow Agreement or the Share Escrow Agreement, including, without limiting the generality of the foregoing, the giving and receipt of any notices to be delivered or received by or on behalf of any or all of the Shareholders' Representative hereunder, and no Party hereunder agrees to be bound by any and all actions taken by such agent on such Shareholders’ behalf. (b) The Purchaser shall have be entitled to rely exclusively upon any cause of action against Buyer communications or writings given or executed by the Shareholders’ Representative and shall not be liable in any manner whatsoever for any action action(s) taken by Buyer or not taken in reliance upon the instructions action(s) taken or decisions of the Shareholders' Representative; (ii) all actions, decisions and instructions of the Shareholders' Representative shall be conclusive and binding upon all of the Shareholders (except in the case of the Shareholders' Representative's fraud, bad faith not taken or willful breach of this Agreement) and no Shareholder shall have any cause of action against the Shareholders' Representative for any action taken, decision made communications or instruction writings given or executed by the Shareholders' Representative under this Agreement (except pursuant to any separate agreement among the Shareholders); (iii) remedies available at law for any breach of the provisions of this Section 1.6 are inadequate; therefore, Buyer ’ Representative. The Purchaser shall be entitled to temporary disregard any notices or communications given or made by any Shareholder unless given or made through the Shareholders’ Representative and permanent injunctive relief without the necessity of proving damages if Buyer brings an action to enforce the provisions of this Section 1.6; and (iv) the provisions of this Section 1.6 are independent and severableany notice, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death, granted by the Shareholders writing or other communication given or made to the Shareholders' Representative and shall be binding upon the executors, heirs, legal representatives and successors of each Shareholder. (f) All fees and expenses incurred by the Shareholders' ’ Representative shall be for the account of the deemed to have been given to all Shareholders, including, without limitation, any payments made by the Shareholders' Representative under the Indemnity Escrow Agreement.

Shareholders’ Representative. (a) In order to administer efficiently (i) the implementation of the Agreement by the Shareholders, (ii) the waiver of any condition Notwithstanding anything to the obligations contrary contained in this Section 2.2, Buyer shall make any payments of Purchase Price adjustments to the Shareholders to consummate the transactions contemplated herebyas instructed by Shareholders' Representative (as hereinafter defined). Each Shareholder hereby designates ▇▇▇▇▇, and (iii) the settlement of any dispute with respect to this Agreement, the Shareholders hereby designate ▇▇▇▇▇ ▇. ▇▇▇▇▇ hereby accepts the designation as their the representative (of Shareholders ( the "ShareholdersSHAREHOLDERS' RepresentativeREPRESENTATIVE"). (b) In the event that the Shareholders' Representative dies, becomes legally incapacitated or resigns from such position, ▇▇▇▇ ▇. ▇▇▇▇▇▇ shall fill such vacancy and shall be deemed to be the Shareholders' Representative for all purposes of this Agreement. Any change in the Shareholders' Representative shall be effective when Buyer is receives notice of such change. (c) The Shareholders hereby authorize the Shareholders' Representative (i) to take all action necessary in connection with the implementation of this Agreement on behalf of the Shareholders, to waive any condition to the obligations of the Shareholders to consummate the transactions contemplated hereby, or to settle any dispute, (ii) to receive, on behalf of the Shareholders, any payments payable to the Shareholders under this Agreement from Buyer, including, without limitation, the Purchase Price, act for and to disburse such payments to the Shareholders, (iii) to give and receive all notices required or permitted to be given or received by the Shareholders under the Agreement and (iv) to take any and all additional action as is contemplated to be taken by or on behalf of the Shareholders as provided in this Agreement. Each Shareholder shall be bound by the terms all actions taken or omitted by Shareholders' Representative on behalf of any Shareholder as provided in this Agreement, including without limitation, the execution and delivery of documents each Shareholder shall be deemed to transfer the Company Shares have received any notice deemed given or payment made to Buyer. (d) All decisions and actions by the Shareholders' Representative shall be binding upon all of in accordance with the Shareholders, and no Shareholder shall have the right to object, dissent, protest or otherwise contest the same, except as provided in Section 1.6(e)(ii). (e) By their execution notice provisions of this Agreement, the Shareholders agree that: (i) Buyer and Indemnity Escrow Agent shall be able to rely conclusively Agreement on the instructions and decisions of the Shareholders' Representative (with Buyer hereby acknowledging that the Shareholders' Representative may, with respect to any action, instruction or decision, seek guidance and/or approvals of the Shareholders before acting), as to any actions required or permitted to be taken by the Shareholders date deemed given or the Shareholders' Representative hereunder, and no Party hereunder shall have any cause of action against Buyer for any action taken by Buyer in reliance upon the instructions or decisions of the date paid to Shareholders' Representative; (ii) all actions, decisions and instructions of the Shareholders' Representative shall be conclusive and binding upon all of the Shareholders (except in the case of the Shareholders' Representative's fraud, bad faith or willful breach of this Agreement) and no Shareholder shall have any cause of action against the Shareholders' Representative for any action taken, decision made or instruction given by the Shareholders' Representative under this Agreement (except pursuant to any separate agreement among the Shareholders); (iii) remedies available at law for any breach of the provisions of this Section 1.6 are inadequate; therefore, Buyer shall be entitled to temporary rely on all notices and permanent injunctive relief without consents given, and all settlements entered into on behalf of any Shareholder to the necessity of proving damages if Buyer brings an action extent authorized pursuant to enforce the provisions terms of this Section 1.6; and (iv) Agreement notwithstanding any objections made by any Shareholder prior to, concurrently with or subsequent to the provisions giving of this Section 1.6 are independent any such notice or consent or the settlement of any such matter. Shareholders' Representative may be replaced only if and severable, shall constitute an irrevocable power when all of attorney, coupled with an interest and surviving death, granted by the Shareholders shall notify Buyer that a new individual person (named in such notice) has been unanimously selected by them to be the new Shareholders' Representative, in which case such new person shall thereafter be the Shareholders' Representative and shall be binding upon the executors, heirs, legal representatives and successors of each ShareholderRepresentative. (f) All fees and expenses incurred by the Shareholders' Representative shall be for the account of the Shareholders, including, without limitation, any payments made by the Shareholders' Representative under the Indemnity Escrow Agreement.

Shareholders’ Representative. (a) In order The Shareholders’ Representative is hereby designated to administer efficiently (i) serve as the implementation of the Agreement by the Shareholders, (ii) the waiver of any condition to the obligations representative of the Shareholders to consummate the transactions contemplated hereby, and (iii) the settlement of any dispute with respect to all of the matters contemplated by this Agreement. The Shareholders’ Representative will act as the agent, the Shareholders hereby designate ▇▇▇▇▇ ▇. ▇▇▇▇▇ as their representative (the "Shareholders' Representative"). (b) In the event that the Shareholders' Representative dies, becomes legally incapacitated or resigns from such position, ▇▇▇▇ ▇. ▇▇▇▇▇▇ shall fill such vacancy proxy and shall be deemed to be the Shareholders' Representative attorney-in-fact for each Shareholder for all purposes of this Agreement. Any change in the Shareholders' Representative shall be effective when Buyer is receives notice of , including full power and authority on such change. Shareholder’s behalf (ca) The Shareholders hereby authorize the Shareholders' Representative (i) to take all action necessary in connection with the implementation of this Agreement on behalf of the Shareholders, to waive any condition to the obligations of the Shareholders to consummate the transactions contemplated hereby, or to settle any disputeherein, (iib) to receivepay, and be entitled to reimbursement by the Shareholders for, such Shareholder’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (c) to disburse any funds received hereunder to such Shareholder, (d) to execute and deliver any certificates representing the Company’s capital stock and execution of such further instruments as Parent shall reasonably request, (e) to execute and deliver on behalf of the Shareholders, such Shareholder any payments payable to the Shareholders under this Agreement from Buyer, including, without limitation, the Purchase Price, and to disburse such payments to the Shareholdersamendment or waiver hereto, (iii) to give and receive all notices required or permitted to be given or received by the Shareholders under the Agreement and (ivf) to take any and all additional action as is contemplated other actions to be taken by or on behalf of such Shareholder in connection herewith, (g) to negotiate, settle, compromise and otherwise handle all claims pursuant hereto and (h) to do each and every act and exercise any and all rights which such Shareholder is, or the Shareholders by the terms of collectively are, permitted or required to do or exercise under this Agreement, including without limitation, the execution and delivery of documents to transfer the Company Shares to Buyer. (d) All decisions and actions by . Neither the Shareholders' ’ Representative nor any agent employed by it shall be binding upon all of the Shareholders, and no Shareholder shall have the right to object, dissent, protest or otherwise contest the same, except as provided in Section 1.6(e)(ii). (e) By their execution of this Agreement, the Shareholders agree that: (i) Buyer and Indemnity Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Shareholders' Representative (with Buyer hereby acknowledging that the Shareholders' Representative may, with respect incur any liability to any action, instruction Shareholder relating to the performance of its duties hereunder except for actions or decision, seek guidance and/or approvals of the Shareholders before acting), as to any actions required or permitted to be taken by the Shareholders or the Shareholders' Representative hereunder, and no Party hereunder shall have any cause of action against Buyer for any action taken by Buyer in reliance upon the instructions or decisions of the Shareholders' Representative; (ii) all actions, decisions and instructions of the Shareholders' Representative shall be conclusive and binding upon all of the Shareholders (except in the case of the Shareholders' Representative's omissions constituting fraud, bad faith or willful breach of this Agreement) and no Shareholder shall have any cause of action against the Shareholders' Representative for any action taken, decision made or instruction given by the Shareholders' Representative under this Agreement (except pursuant to any separate agreement among the Shareholders); (iii) remedies available at law for any breach of the provisions of this Section 1.6 are inadequate; therefore, Buyer misconduct. Parent shall be entitled to temporary and permanent injunctive relief without rely on the necessity delegation of proving damages if Buyer brings an action to enforce the provisions of authority contained in this Section 1.6; and (iv) the provisions of this Section 1.6 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death, granted by the Shareholders to the Shareholders' Representative and shall be binding upon the executors, heirs, legal representatives and successors of each Shareholder8.8. (f) All fees and expenses incurred by the Shareholders' Representative shall be for the account of the Shareholders, including, without limitation, any payments made by the Shareholders' Representative under the Indemnity Escrow Agreement.