Equityholder Representative Sample Clauses

Equityholder Representative. Within thirty (30) days following the Closing, Company Securityholders who are entitled to a majority of the Parent Common Stock issuable hereunder (excluding any Contingent Shares for purposes of such calculation) shall appoint a person or entity (the “Equityholder Representative”) to serve as an agent and attorney-in-fact for and behalf of all Company Securityholders to take any and all actions required or permitted to be taken by the Equityholder Representative hereunder. Parent shall be entitled to deal exclusively with the Equityholder Representative on all matters relating to this Agreement and any other related agreement. Parent shall be entitled to rely, without any investigation or inquiry, upon all actions taken by the Equityholder Representative as having been taken upon the due and valid authority of each of the Company Securityholders. Any action by the Equityholder Representative shall be conclusively deemed to be the action of the Company Securityholders, and neither Parent, the Surviving Corporation nor any of their respective affiliates shall have any liability or responsibility to any Company Securityholder for any action taken in reliance thereon. Neither Parent, the Surviving Corporation nor any of their respective affiliates will have any liability or obligation arising out of the acts or omissions of the Equityholder Representative or any disputes between any Company Securityholder and the Equityholder Representative. Parent may rely entirely on its dealings with, and notices to and from, the Equityholder Representative to satisfy any obligations Parent might have to any Company Securityholder under this Agreement or any other related agreement or with respect to the transactions contemplated hereby. Without limiting the foregoing, delivery of any Contingent Shares and any other amounts in accordance with the Merger Consideration Spreadsheet or any updated Merger Consideration Spreadsheet will extinguish any obligations of Parent to the Securityholders with respect to such payments and the Post-Closing Parent Shares to which they may relate, and Parent will have no liability for any act or omission of the Equityholder Representative with respect to such payments or with respect to any of the calculations set forth in the Merger Consideration Spreadsheet or any updated Merger Consideration Spreadsheet.
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Equityholder Representative. (a) Each SFC Equityholder, by virtue of his, her or its execution and delivery of this Agreement, hereby irrevocably nominates, constitutes and appoints Xxxx as the Equityholder Representative and as the agent, agent for service of process and true and lawful attorney-in-fact of such SFC Equityholder with full power of substitution, to act in the name, place and stead of such SFC Equityholder with respect to all matters under this Agreement and the transactions contemplated by this Agreement. Such powers shall include, without limitation, the taking by the Equityholder Representative of any and all actions and the making of any decisions required or permitted to be taken or made by any SFC Equityholder under this Agreement, including the exercise of the power to: (i) execute, deliver, acknowledge, certify and file (in the name of any or all of such SFC Equityholders or otherwise) any and all documents and to take any and all actions that the Equityholder Representative may, in his sole discretion, determine to be necessary, desirable or appropriate in connection with any matter covered in Section 2.06, Section 2.07, Section 2.08, or Section 9.04 or any indemnification claim under Article X (including negotiating, entering into compromises or settlements of and resolving disputes with respect to any such matters covered in Section 2.06, Section 2.07 or Section 2.08); (ii) give and receive notices and communications under this Agreement; (iii) authorize the payment of fees, expenses and distributions including, without limitation, any fees, expenses or distributions out of the Equityholder Representative Holdback Amount; and (iv) execute amendments (and additional documents related thereto) to this Agreement on behalf of such SFC Equityholder generally consistent with the transaction contemplated hereby, the execution thereof shall be conclusive evidence of such determination. Xxxx hereby accepts his appointment as the Equityholder Representative.
Equityholder Representative. The Company Holder hereby agrees to the appointment of Fortis Advisors LLC as the Equityholder Representative and as his, her or its true, exclusive and lawful agent and attorney-in-fact, to act in the name, place and stead of the Company Holder in connection with the transactions contemplated by the Merger Agreement, in accordance with the terms and provisions Section 10.1 of the Merger Agreement.
Equityholder Representative. (a) By virtue of the adoption of this Agreement by the Company Stockholder Approval, each of the Company Stockholders shall have irrevocably constituted and appointed, upon the Effective Time, Shareholder Representative Services LLC (and by his execution of this Agreement as Equityholder Representative, Shareholder Representative Services LLC hereby accepts its appointment) as the true, exclusive and lawful agent and attorney-in-fact (the “Equityholder Representative”) of the Equityholders to act in the name, place and stead of the Equityholders in connection with the transactions contemplated by this Agreement, in accordance with the terms and provisions of this Agreement, and to act on behalf of the Equityholders in any Proceeding involving this Agreement, to do or refrain from doing all such further acts and things, and to execute all such documents as the Equityholder Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power, in each case, without having to seek or obtain the consent of any Person under any circumstance:
Equityholder Representative. (a) The Equityholder Representative shall have the power and authority to take any of the following actions on behalf of the Equityholders: (i) to give and receive notices, communications and consents under this Agreement (including the Closing Payment Certificate, the Pro Forma Initial Consideration Payout Spreadsheet and any Additional Payout Spreadsheet) and the Exchange Agent Agreement; (ii) to receive and facilitate distribution of payments pursuant to this Agreement and the Exchange Agent Agreement; (iii) to waive, modify or amend any provision of this Agreement and the Exchange Agent Agreement; (iv) to assert any claim or institute any Action; (v) in the Equityholder Representative’s sole discretion, to investigate, defend, contest or litigate any Action initiated by any Person against the Equityholder Representative or any Equityholder under this Agreement and the Exchange Agent Agreement, as the Equityholder Representative; (vi) in the Equityholder Representative’s sole discretion, to receive process on behalf of any Equityholder in any such Action; (vii) to negotiate, enter into settlements and compromises of, resolve and comply with orders of courts and awards of arbitrators or other Third Party intermediaries with respect to any disputes arising under this Agreement and the Exchange Agent Agreement; (viii) in the Equityholder Representative’s sole discretion, to negotiate and enter into settlements with respect to any indemnification claims arising under this Agreement and the Exchange Agent Agreement; (ix) in the Equityholder Representative’s sole discretion, to agree to any offsets or other additions or subtractions of amounts to be paid under this Agreement and the Exchange Agent Agreement; (x) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, assignments, letters and other writings; and (xi) in the Equityholder Representative’s sole discretion, engage, at the Equityholders’ expense, attorneys, accountants, financial and other advisors, paying or exchange agents and other persons necessary or appropriate for the accomplishment of the foregoing, and, in general, to do any and all things and to take any and all action that the Equityholder Representative, in the Equityholder Representative’s sole discretion may be necessary or proper or convenient in connection with or to carry out the activities described in this Agreement and the Exc...
Equityholder Representative. (a) SBF Representative II Corp., a Delaware corporation, shall be the agent and attorney-in-fact for each of the Equityholders (in such capacity, the “Equityholder Representative”) to act as the Equityholder Representative under this Agreement and the Ancillary Documents in accordance with the terms of this Section 9.1 and the Ancillary Documents, and each Letter of Transmittal shall provide that the Equityholder Representative shall be the agent and attorney-in-fact for each of the Equityholders as provided herein. In the event of the resignation of the Equityholder Representative, a successor Equityholder Representative, appointed by the resigning Equityholder Representative and reasonably satisfactory to Parent, shall thereafter be appointed by an instrument in writing signed by Parent and such successor Equityholder Representative. If for any reason there is no Equityholder Representative at any time, all references herein or in any other agreement or instrument contemplated hereby to the Equityholder Representative in which the Equityholder Representative is authorized to act on behalf of the Equityholders shall be deemed to refer to the Equityholders holding a majority of the outstanding shares of Common Stock and Preferred Stock as of such time (or, if after the Closing, as of immediately prior to the Effective Time), taken as a whole.
Equityholder Representative. (a) Upon requisite approval of the Stockholder Approval, RedPath Equityholder Representative, LLC is hereby appointed to serve as Equityholder Representative, including as the agent and attorney-in-fact of each Equityholder, with full power of substitution and authority to act (including by executing, delivering and filing documents, agreements and instruments) in the name of, for, and on behalf of such Equityholders with respect to all matters arising in connection with this Agreement and the Transactions, including the receipt and distribution of all the consideration that such Equityholders are entitled to receive pursuant to the terms and conditions of this Agreement, and to act on behalf of each such Equityholder in any amendment of or litigation or arbitration involving this Agreement and to do or refrain from doing all such further acts and things, and to execute all such documents, as such Equityholder Representative shall deem necessary or appropriate in conjunction with any of the Transactions, including the power:
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Equityholder Representative. (a) The Equityholders, by the approval and adoption of this Agreement, authorize the Equityholder Representative (i) to take all action necessary to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Equityholders may be required to indemnify the Purchaser Indemnified Parties pursuant to this Article 9, (ii) to give and receive all notices required to be given under this Agreement, and (iii) to take any and all additional action as is contemplated to be taken by or on behalf of the Equityholders by the terms of this Agreement.
Equityholder Representative. Section 11.01.
Equityholder Representative. 10.15.1. As an integral component of the terms and conditions of this Agreement and the Merger, the Equityholder Representative is hereby irrevocably constituted, appointed, authorized, directed and empowered, effective as of the Effective Time, to act as sole and exclusive agent, attorney-in-fact and representative of the Equityholders, with full power of substitution, for all purposes in connection with this Agreement and each agreement ancillary hereto.
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