definiens: will mean the representative, true and lawful agent, proxy and attorney in fact of theCompany Shareholders for all purposes of this Agreement, the Escrow Agreement, the Paying Agent Agreement and any other Related Agreement, withfull power and authority on such Person ’s behalf . The Sellers ’ Representative will have such powers and authority as are necessary or appropriate tocarry out the functions assigned to it under this Agreement and any Related Agreement, including to : ( i ) consummate the transactions contemplated bythis Agreement, ( ii ) pay such Person ’s expenses ( whether incurred on or after the date hereof ) incurred in connection with the negotiation andperformance of this Agreement, ( iii ) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under theEscrow Agreement on behalf of such Person and to holdback from disbursement any such funds to the extent it reasonably determines may benecessary in accordance with the terms hereof, ( iv ) execute and deliver on behalf of such Person any Letter of Transmittal and such further instrumentsas Buyer reasonably requests, ( v ) execute and deliver on behalf of such Person all documents contemplated by this Agreement and any amendment orwaiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement ( which will be binding on all SellerParties except as expressly set forth herein or therein ), ( vi ) take all other actions to be taken by or on behalf of such Person in connection herewith,(vii ) negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements to eﬀect the foregoing(which will be binding on all Seller Parties ) ( it being understood action by the Sellers ’ Representative will be the sole and exclusive means of asserting oraddressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, otherthan any claim or dispute against the Sellers ’ Representative ), ( viii ) give and receive notices on behalf of such Person, ( ix ) do each and every act andexercise any and all rights such Person is, or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreementand ( x ) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to takeall other actions or refrain from taking all other actions that may be taken by the Sellers ’ Representative under the terms of this Agreement, the EscrowAgreement, the Paying Agent Agreement or any other Related Agreement . The Company Shareholders, by approving the principal terms of the Mergerand / or accepting the consideration payable to them hereunder, irrevocably grant unto the Sellers ’ Representative full power and authority to do andperform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully toall intents and purposes as the Company Shareholders might or could do ; provided, however, that the Sellers ’ Representative will have no obligation toact on behalf of the Company Shareholders . Each of the Company Shareholders agrees that such agency is coupled with an interest, is thereforirrevocable without the consent of the Sellers ’ Representative and will survive the death, incapacity or bankruptcy of any such Company Shareholder