Equityholder Representative Sample Clauses
The Equityholder Representative clause designates an individual or entity to act on behalf of all equityholders in connection with certain post-closing matters of a transaction, such as handling indemnification claims, disputes, or administrative tasks. This representative is typically empowered to make binding decisions, receive notices, and communicate with the buyer or other parties on behalf of the equityholders. The core function of this clause is to streamline communication and decision-making, ensuring efficiency and consistency by centralizing authority, and thereby preventing delays or complications that could arise from requiring consent or input from multiple equityholders.
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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 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 (including payment of all Transaction Expenses); (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 d...
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.
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.
10.15.2. A decision, act, consent or instruction of the Equityholder Representative hereunder will constitute a decision, act, consent or instruction of all Equityholders and will be final, binding and conclusive upon each of such Equityholders, and the Escrow Agent, Payments Administrator, Parent, Merger Sub and Surviving Corporation may rely upon any such decision, act, consent or instruction of the Equityholder Representative as being the decision, act, consent or instruction of each and every such Equityholder.
10.15.3. The Equityholder Representative will have the right to recover, at its sole discretion, from the Representative Fund Amount (such amounts in the account, at any given time, the “Representative Fund”), prior to any distribution to the Equityholders, (i) the Equityholder Representative’s out-of-pocket expenses (including fees and expenses of counsel, accountants or other agents or experts) incurred in serving in that capacity and (ii) any amounts to which it is entitled pursuant to the indemnification provision in Section 10.15.5. In the event the amount of the Representative Fund available to satisfy Representative Expenses (the “Remaining Fund Property”) is insufficient to satisfy all Representative Expenses, then each Equityholder will be obligated to pay the Representative Expenses in excess of the Remaining Fund Property (or, at the election of the Equityholder Representative, such excess amount may be deducted from any release to such Equityholders from the Escrow Amount). Any release of the Representative Fund shall be made (i) to the Payments Administrator to be distributed to the Stockholders in accordance with their respective Pro Rata Shares and (ii) to the Surviving Corporation to be distributed to the Optionholders in accordance with their respective Pro Rata Shares through the Surviving Corporation’s payroll system in accordance with Section 3.2.4 but not later than thirty days following the date or dates on which any amount becomes due and payable. The Equityholders will ...
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. Buyer shall be permitted to rely upon any written instrument or documents executed by the Equityholder Representative as valid and binding upon all of the Equityholders with respect to the matters set forth in Section 11.18(a). In addition, by their execution of this Agreement, the Equityholders shall be deemed to have waived any claims they may have or assert, including those that may arise in the future, against the Equityholder Representative for any action or inaction taken or not taken by the Equityholder Representative in connection with such Person's capacity as such, except to the extent that such action or inaction shall have been held by a court of competent jurisdiction to constitute gross negligence or willful misconduct. The Equityholder Representative shall not have any liability to Buyer unless Buyer suffers any loss, damage or expense as a result of the gross negligence or willful misconduct of such Equityholder Representative, each in his capacity as such, it being understood that nothing in this Section 11.18(b) shall be deemed to modify any of the obligations, limitations on the liability and remedies of any of the Equityholders or the Equityholder Representative (in any other capacity) set forth in Article X.
Equityholder Representative. (a) Appointment. By virtue of the adoption of this Agreement by the Company’s stockholders, and without further action of any Company stockholder, each Equityholder shall be deemed to have irrevocably constituted and appointed ▇▇▇▇▇▇▇ Capital PEP L.P. (and by execution of this Agreement it hereby accepts such appointment) as agent and attorney-in-fact (“Equityholder Representative”) for and on behalf of the Equityholders (in their capacity as such), with full power of substitution, to act in the name, place and stead of each Equityholder with respect to this Agreement and the Escrow Agreement and the taking by the Equityholder Representative of any and all actions and the making of any decisions required or permitted to be taken by the Equityholder Representative under this Agreement or the Escrow Agreement (it being understood that the Equityholder shall have no right to pursue any claim on behalf of any Company Indemnified Party in respect of the rights granted to Company Indemnified Parties under Section 6.6). The power of attorney granted in this Section 10.1 is coupled with an interest and is irrevocable, may be delegated by the Equityholder Representative and shall survive the death or incapacity of each Equityholder. Such agency may be changed by the holders of a majority in interest of the Representative Fund from time to time, and any such successor shall succeed the Equityholder Representative as Equityholder Representative hereunder. No bond shall be required of the Equityholder Representative, and the Equityholder Representative shall receive no compensation for its services.
Equityholder Representative. Section 11.01.
Equityholder Representative. (a) By execution hereof, each Equityholder appoints and designates Jon ▇. ▇▇tl▇▇ ▇▇ its, his or her representative under this Agreement (hereafter referred to, in such capacity, together with any successor appointed pursuant to Section 11.18(e), as the "Equityholder Representative"), with full power of substitution as such Equityholder's true and lawful agent and attorney-in-fact with full power and authority in such Equityholder's name, place and stead (i) to execute such documents and take such actions as such Equityholder Representative, in his sole discretion, deems necessary or advisable in connection with investigating or defending any claim for indemnification or any third party claim for which indemnification is sought hereunder, other than claims brought under Sections 3.1 and 3.2 hereof or claims with respect to any Liability of Newco for Taxes payable by Newco, including the execution of any settlement agreements and releases for and on behalf of the Equityholders, (ii) to execute such documents and take such actions as such Equityholder Representative, in his sole discretion, deems necessary or advisable in connection with the preparation of the Statement of Tangible Net Book Value and the resolution of any dispute relating thereto, (iii) to execute such documents and take such actions as such Equityholder Representative, in his sole discretion deems necessary or advisable in connection with carrying out the provisions of Section 6.10 hereof except with respect to Newco and Taxes payable by it, and (iv) to execute, swear to, acknowledge, deliver, file and record in the appropriate public offices all certificates, documents and other instruments (including, without limitation, this Agreement and any amendments thereto) which the Equityholder Representative deems appropriate or necessary in the exercise of his authority above. By execution hereof, each Newco Shareholder other than Carlyle Partners 70 72 II, L.P. appoints and designates Carlyle Partners II, L.P., with full power of substitution as such Newco Shareholder's true and lawful agent and attorney-in-fact with full power and authority in such Newco Shareholder's name, place and stead to: (A) negotiate, determine and settle all matters arising under this Agreement or in connection with any document related hereto, including without limitation any action required or permitted to be taken by the Newco Shareholders or any of them under, or the resolution of any dispute or other matter arising...
Equityholder Representative. 66 11.19 Amounts in U.S. Dollars..............................................69 11.20
Equityholder Representative. (a) ▇▇▇▇ ▇▇▇▇▇▇ is hereby appointed and designated representative and agent of the Company, each of the Equityholders and each of their respective heirs, successors and assigns (“Equityholder Representative”) for purposes of exercising on their behalf any and all of their respective rights and obligations under this Agreement and any other Transaction Documents, including by way of example and not limitation: (i) executing and delivering amendments to, and waivers of, this Agreement and any other Transaction Documents; (ii) administering the determination of the Closing Shares Merger Consideration and the Post-Closing Shares Merger Consideration pursuant to Sections 1.6(c) and (d); (iii) administering the NWC adjustment process under Section 1.9; (iv) taking actions with respect to any indemnification claims under Article IX; (v) giving and receiving notices under this Agreement and any other Transaction Documents, with any notice provided by the Purchaser to the Equityholder Representative hereunder being deemed to constitute notice to the Company and each of the Equityholders; and (vi) performing such other functions under this Agreement and any other Transaction Documents as the Equityholder Representative may determine to be necessary or desirable, in each case in his sole and absolute discretion.
(b) The appointment by the Company and each of the Equityholders of the Equityholder Representative to his role as such hereunder shall include a binding power of attorney to execute and deliver documents under this Agreement and the other Transaction Documents in the name of and on behalf of the Company or such Equityholder (as applicable), which shall be deemed coupled with an interest and shall survive the termination, dissolution or insolvency of the Company or the death, disability or insolvency of such Equityholder (as applicable).
(c) The Equityholder Representative may, in his sole and absolute discretion, retain such attorneys, accountants and other professional advisors as he may determine to be necessary or advisable to assist him with his duties under this Agreement in his capacity as such, the fees and expenses of which shall be borne pro rata by the Equityholders in accordance with their respective Pro Rata Shares in the Company.
(d) In the event of the resignation by ▇▇▇▇ ▇▇▇▇▇▇ from his position as the Equityholder Representative or his death or permanent disability, ▇▇▇▇ ▇▇▇▇▇▇ or his heirs, successors or legal representatives (as applicable)...