Appointment of the Stockholder Representative. Prior to the date of this Agreement, the Common Holders owning more than 70% of the Common Shares have irrevocably appointed the Stockholder Representative as the sole agent of the Common Holders to act on behalf of the Common Holders regarding any matter relating to or arising under this Agreement or the Escrow Agreement and the Contemplated Transactions, including for the purposes of: (i) receiving any payments due from Parent or the Escrow Agent that are required under the terms of this Agreement or the Escrow Agreement to be paid to the Common Holders and, where applicable, distributing such payments to the Common Holders in accordance with the terms hereof or thereof; (ii) taking any action on behalf of the Common Holders or any individual Common Holder that may be necessary or desirable, as determined by the Stockholder Representative in its sole discretion, in connection with the indemnification provisions set forth Table of Contents in Article IX or the provisions of the Escrow Agreement in accordance with the terms hereof and thereof; (iii) taking any action on behalf of the Common Holders or any individual Common Holder that may be necessary or desirable, as determined by the Stockholder Representative in its sole discretion, in connection with negotiating or entering into settlements, resolutions and compromises with respect to the adjustments or payments contemplated by Section 3.4 or the claims of any Parent Indemnified Persons pursuant to Article IX; (iv) accepting notices on behalf of the Common Holders or any individual Common Holder in accordance with Section 11.4; (v) executing and delivering, on behalf of the Common Holders or any individual Common Holder, any notices, documents or certificates to be executed by the Common Holders or any individual Common Holder in connection with this Agreement or the Escrow Agreement or the Contemplated Transactions; and (vi) granting any consent or approval on behalf of the Common Holders or any individual Common Holder under this Agreement or the Escrow Agreement. As the representative of the Common Holders or any individual Common Holder under this Agreement and the Escrow Agreement, the Stockholder Representative shall act as the agent for each Common Holder and shall have authority to bind each Common Holder in accordance with this Agreement and the Escrow Agreement.
Appointment of the Stockholder Representative. (i) By executing this Agreement, the Company (and, upon execution of the Written Consent or a Stockholder Transmittal Letter, each Company Equityholder) shall be deemed to have constituted and appointed, effective from and after the date of this Agreement, Shareholder Representative Services LLC as the agent and attorney-in-fact for and on behalf of each Company Equityholder to act as the Stockholder Representative under this Agreement in accordance with the terms of this Section 7.2.(g). In the event of the resignation, removal, dissolution, liquidation, bankruptcy, death or incapacity of the Stockholder Representative, the Company Equityholders shall promptly appoint a successor Stockholder Representative (and in any event within ten Business Days of such vacancy), and such appointment shall become effective as to any such successor when a copy of such instrument shall have been delivered to Parent. The Stockholder Representative may resign at any time. The Company Equityholders holding a majority of the Pro Rata Portion of all of the Company Equityholders shall have the right to remove a Stockholder Representative and to appoint a successor Stockholder Representative. The Stockholder Representative shall have full power and authority to represent all of the Company Equityholders and their successors with respect to all matters arising under this Agreement, and all actions taken by the Stockholder Representative hereunder shall be binding upon all such Company Equityholders as if expressly confirmed and ratified in writing by each of them, and no Company Equityholders shall have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative shall take any and all actions that it believes are necessary or appropriate under this Agreement and the Escrow Agreement for and on behalf of the Company Equityholders as if the Company Equityholders were acting on their own behalf, including giving and receiving any notice or instruction permitted or required under this Agreement or the Escrow Agreement by the Stockholder Representative or any Company Equityholders, interpreting all of the terms and provisions of this Agreement and the Escrow Agreement, authorizing payments to be made with respect hereto, defending all Claims against the Company Equityholders pursuant to Section 7.2(a) of this Agreement, consenting to, compromising or settling all indemnification claims, conducting negotiations with Parent and its agents regardi...
Appointment of the Stockholder Representative. (a) By executing this Agreement, the Company (and, upon execution of a Stockholder Transmittal Letter, each Company Equityholders) shall be deemed to have constituted and appointed, effective from and after the date of this Agreement, Shareholder Representative Services LLC as the agent and attorney-in-fact for and on behalf of each Stockholder to act as the Stockholder Representative under this Agreement.
Appointment of the Stockholder Representative. By approval and adoption of this Agreement, each Stockholder hereby irrevocably appoints Xxxxxx X. Xxxxxx, as its, his or her true and lawful attorney-in-fact and agent (the “Stockholder Representative”), with full power of substitution or resubstitution by written designation of and notice to Parent of a successor shareholder representative, to act on behalf of such Stockholder and the Stockholders collectively in any disputes involving the Transaction Documents (other than any disputes involving Claims for which such Stockholder is solely liable), to do or refrain from doing all such further acts and things, and to execute all such documents as the Stockholder Representative shall deem necessary or appropriate in connection with the Transactions, including the power:
Appointment of the Stockholder Representative. (a) In order to administer efficiently the determination of, amongst other items, the Closing Residual Cash Consideration and the Final Adjustment Amount and the defense and/or settlement of any claims for Losses for which the Parent Indemnified Parties may be entitled to indemnification pursuant to Section 8.02 hereof, the Stockholders, by their adoption and approval of this Agreement, as well as, in certain cases, through separate instruments (including the Letters of Transmittal), irrevocably appoint the Representative as their agent, attorney in fact and representative (with full power of substitution in the premises), and, by its execution hereof, the Representative hereby accepts such appointment.
Appointment of the Stockholder Representative. (a) By executing a Stock Letter of Transmittal or the Company Written Consent or, in the case of a Company Optionholder, participating in the Mergers and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Mergers, each Company Equityholder shall be deemed to have irrevocably constituted and appointed, effective from and after the date hereof, the Stockholder Representative as the representative, agent, proxy and attorney-in-fact for and on behalf of each Stockholder to act as the Stockholder Representative for all purposes in connection with this Agreement and any agreements ancillary hereto with full power and authority to take all actions under this Agreement and any other agreement entered into or document delivered in connection with the transactions contemplated by this Agreement.
Appointment of the Stockholder Representative. In the event that the Merger is approved, effective upon such vote, and without further act of any Company Stockholder, Xxxxxxx X. Xxxxxxx shall be appointed as agent and attorney-in-fact (the “Stockholder Representative”) for each Company Stockholder, for and on behalf of the Company Stockholders, to give and receive notices and communications, to authorize delivery to Parent of shares of Parent Common Stock from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, to object to, agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of an arbitrator with respect to such claims, to consent or agree to any amendment to this Agreement, to take such actions as may be necessary or contemplated under Section 5.8, and to take all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of any of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstances. Such agency may be changed by the Company Stockholders from time to time upon not less than ten (10) calendar days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a majority in interest in the Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Stockholder Representative may be filled by approval of the holders of a majority in interest in the Escrow Fund. No bond shall be required of the Stockholder Representative. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Company Stockholders.
Appointment of the Stockholder Representative. (a) The adoption of this Agreement and the approval of the Merger by Teletrac's stockholders will constitute the approval of the holders of Converted Shares of the designation and irrevocable appointment of Steven D. Scheiwe as the agent and representative (the "STOCKHOLDXX XXXXXXXXXXXXXX") of all holders of Converted Shares, for purposes of this Agreement and through whom all actions on behalf of all holders of Converted Shares relating to this Agreement (including those actions as are required, authorized or contemplated by the foregoing Article IX with respect to indemnification) will be made or directed, and that the Stockholder Representative will be the only person authorized to take any action so required on behalf of the holders of Converted Shares. The holders of Converted Shares will be bound by any and all actions taken on their behalf by the Stockholder Representative.
Appointment of the Stockholder Representative. (a) The adoption of this Agreement and the approval of the Merger by the Company Stockholders will constitute the approval of the Company Stockholders, except any holders of Dissenting Shares, of the designation and irrevocable appointment of Xxxxxxx Xxxxxxxx as the initial agent, attorney-in-fact and representative (the “Stockholder Representative”) of all the Company Stockholders, for purposes of this Agreement and the Escrow Agreement, and through whom all actions on behalf of the Company Stockholders relating to this Agreement and the Escrow Agreement (including those actions as are required, authorized or contemplated by the foregoing Article X with respect to indemnification and escrow) will be made or directed, and that the Stockholder Representative will be the only person authorized to take any action so required on behalf of the Company Stockholders. The Company Stockholders will be bound by any and all actions taken on their behalf by the Stockholder Representative.
Appointment of the Stockholder Representative. (a) By executing this Agreement, the Company (and, upon execution of a Stockholder Transmittal Letter, each Stockholder) shall be deemed to have constituted and appointed, effective from and after the date of this Agreement, Frontier Fund IV, L.P., as the agent and attorney-in-fact, with full power and authority to act, including power of substitution, for and on behalf of each Stockholder to act as the Stockholder Representative under this Agreement.
