Shareholder Representatives. Each of Cosan and Shell shall appoint one of its respective senior executives as a shareholder representative of that party in respect of the Sugar and Ethanol Co (each such individual, a “Shareholder Representative”).
Shareholder Representatives. (a) Each of the Transferors hereby designates Xxxxx X. Xxxxx and Xxxxxx X. Xxxxx, acting jointly, and not individually, as the Shareholder Representatives to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by the Shareholder Representatives and hereby acknowledges that the Shareholder Representatives shall be the only persons authorized to take any action so required, authorized or contemplated by this Agreement on behalf of any Transferor.
Shareholder Representatives. 7.1 The Shareholder Representatives shall have full power and authority to represent all of the Holders with respect to all matters arising under this Escrow Agreement (except that the Holders shall retain the right to vote the Escrowed Shares). All actions taken by the Shareholder Representatives hereunder shall be conclusive and binding upon the Holders as if expressly confirmed and ratified in writing by each of them. Without limiting the generality of the foregoing, the Shareholder Representatives shall have full power and authority on behalf of all of the Holders to interpret all of the terms and provisions of this Escrow Agreement, to give all approvals and take any other actions with respect to the Holders in connection with the subject matter of this Escrow Agreement and to consent to any amendment hereof. The Holders will have the right to exercise any and all rights to vote (including, if necessary, directing the Escrow Holder to vote) the Escrow Shares deposited in the Escrow Fund for their account so long as such Escrow Shares are held in the Escrow Fund and have not been released to the Indemnified Parties as provided herein and the Indemnified Parties will take all steps necessary to allow the exercise of such rights. While the Certificates representing, and the stock powers for, Escrow Shares remain in the Escrow Holder's possession pursuant to this Escrow Agreement, the Holders will (subject to the provisions of Sections 3.4 and 3.5 of this Escrow Agreement) retain and be able to exercise all other incidents of ownership of the Escrow Shares that are not inconsistent with the terms and conditions of this Escrow Agreement. Purchaser may deal solely with and rely solely upon the Shareholder Representatives as the representatives of all the Holders. The Shareholder Representatives shall incur no liability to the Holders except by reason of their willful misconduct or gross negligence. Each of the Shareholder Representatives may resign at any time and be relieved of his duties as Shareholder Representative, in which case a successor Shareholder Representative shall be elected as provided in Section 7.3. The Shareholders Representatives' appointment and authority will survive the death, incapacity or incompetence of any Holder. The Shareholder Representatives shall not be liable to any party hereto for any act which they may do or omit to do hereunder in good faith.
Shareholder Representatives. For the purposes of approving the matters set out in section 2.6, each of the Shareholders shall appoint two representatives (“Shareholder Representatives”) and the initial Shareholder Representatives shall be as follows: Intrawest Holdings Xxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxx Xxxxxx Xxxxxx Xxxxxx Each of the Shareholder Representatives shall have full authority to act on behalf of and to bind the Shareholder who appointed him or her, and all decisions and determinations made by a Shareholder Representative in respect of matters under this Agreement shall be binding on the Shareholder who appointed him or her. Each of the Shareholders may at any time and from time to time by notice replace any one or both of its Shareholder Representatives and any Shareholder Representative so replaced shall cease to be a Shareholder Representative upon the delivery of a copy of such notice to the other Shareholder.
Shareholder Representatives. Each Shareholder, by execution of this Agreement hereby appoints and constitutes Txxxxx as his or its attorney-in-fact. Escrow Agent and GSI are entitled to rely on Txxxxx as the Shareholders’ representative. Each Shareholder hereby makes, constitutes, and appoints Txxxxx 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 gxxxx Xxxxxx an 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, 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 Txxxxx 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 Txxxxx pursuant to this Power of Attorney is authorized, regular and binding without further inquiry. This Power of Attorney may be exercised by Txxxxx by facsimile signature or by listing all of the Shareholders executing any instrument with ...
Shareholder Representatives. (a) In order to administer the transactions contemplated by this Agreement, including the indemnification obligations of the Shareholders under this Article X, the Shareholders hereby designate and appoint Xxx Xxxxxxx and Xxxxxxx Xxxxxx (the “Shareholder Representatives”), and each of them acting separately, as their representatives for purposes of this Agreement, the Escrow Agreement and the other agreements and transactions contemplated hereby and thereby and as attorneys-in-fact and agents for and on behalf of such Stockholders.
Shareholder Representatives. The Shareholders, by execution of this Agreement hereby grant to D.B. and C.W. the authority to act as representatives for and on behalf of all of the Shareholders, including but not limited to those actions to be taken with respect to Section 4.15. Escrow Agent and Parent are entitled to rely on D.B. and C.W. as the representatives of the Shareholders.
Shareholder Representatives. (a) For the purposes of facilitating the implementation of the transactions contemplated by this Agreement, each parent shall designate a representative (a "Shareholder Representative") who shall have full power and --------------------------- authority to make determinations on behalf of such parent as expressly set forth in this Agreement, as well as in respect of the matters described in Section 7.1, and in respect of such other matters as such parent may designate in writing. All such determinations shall be consistent with the terms of this Agreement, the Commercial Agreements and the other Schedules and Exhibits hereto.
Shareholder Representatives compensation for their services. Notices or communications to or from the Shareholder Representatives shall constitute notice to or from each of the Shareholders.
Shareholder Representatives. Xxxxx X. Xxxxxxx, Xx., Xxxxxxx X. --------------------------- Xxxxxxx and Xxxxx Xxxxx, or the survivor thereof, are hereby appointed the Shareholder Representatives to act on behalf of the Shareholders in accordance with the terms hereof. Each Shareholder hereby irrevocably appoints the Shareholder Representatives as his agent and attorney in fact to take any and all action in the name of and for and on behalf of such Shareholder pursuant to this Agreement or any document delivered hereunder or otherwise relating thereto, the Shareholder Representatives specifically having the right to bind the Shareholders. All authority conferred hereby shall be irrevocable and not be terminated by operation of law, whether by death or incapacity of a Shareholder or the occurrence of any other event. Buyer may conclusively rely, without independent investigation, upon any instruction, direction, agreement, certificate or other document which it receives, signed by any Shareholder Representative.
