Common use of Family Representative Clause in Contracts

Family Representative. Each Family Stockholder hereby designates and appoints (and each Permitted Transferee of each such Family Stockholder is hereby deemed to have so designated and appointed) Jxxxxxx X. Xxxxx and, in the case of his inability to act, Wxxxxxx X. Xxxxx (the “Family Representative”), as its attorney-in-fact with full power of substitution for each of them, to serve as the representative of such Family Stockholder to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by such Family Stockholder (including the voting of the Subject Shares in accordance with Sections 3.1(a) and (b)), and hereby acknowledges that the Family Representative shall be authorized to take any action so required, authorized or contemplated by this Agreement. Each such Family Stockholder further acknowledges that the foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such Family Stockholder. Each such Family Stockholder hereby authorizes (and each such Permitted Transferee of such Family Stockholder shall be deemed to have authorized) the other parties hereto to disregard any notices or other action taken by such Family Stockholder pursuant to this Agreement, except for notices and actions taken by the Family Representative. Riverwood is and will be entitled to rely on any action so taken or any notice given by any Family Representative and is and will be entitled and authorized to give notices only to the Family Representative for any notice contemplated by this Agreement to be given to any such Family Stockholder. A successor to the Family Representative may be chosen by the holders of a majority of the shares held by the Family Stockholders; provided that notice thereof is given by the new Family Representative to Riverwood.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Riverwood Holding Inc), Voting Agreement (Riverwood Holding Inc)

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Family Representative. Each Family Stockholder hereby designates and appoints (and each Permitted Transferee of each such Family Stockholder is hereby deemed to have so designated and appointed) Jxxxxxx X. Xxxxx Jeffrey H. Coors and, in the case of his inability to act, Wxxxxxx William X. Xxxxx (the “Family Representative”xxx "FAMILY REPRESENTATIVE"), as its attorney-in-fact with full xxxx xxxx xxxx power of substitution for each of them, to serve as the representative of such Family Stockholder to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by such Family Stockholder (including the voting of the Subject Shares in accordance with Sections 3.1(a) and (b)), and hereby acknowledges that the Family Representative shall be authorized to take any action so required, authorized or contemplated by this Agreement. Each such Family Stockholder further acknowledges that the foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such Family Stockholder. Each such Family Stockholder hereby authorizes (and each such Permitted Transferee of such Family Stockholder shall be deemed to have authorized) the other parties hereto to disregard any notices or other action taken by such Family Stockholder pursuant to this Agreement, except for notices and actions taken by the Family Representative. Riverwood is and will be entitled to rely on any action so taken or any notice given by any Family Representative and is and will be entitled and authorized to give notices only to the Family Representative for any notice contemplated by this Agreement to be given to any such Family Stockholder. A successor to the Family Representative may be chosen by the holders of a majority of the shares held by the Family Stockholders; provided PROVIDED that notice thereof is given by the new Family Representative to Riverwood.

Appears in 1 contract

Samples: Voting Agreement (Graphic Packaging International Corp)

Family Representative. Each Family Stockholder hereby designates and appoints (and each Permitted Transferee of each such Family Stockholder is hereby deemed to have so designated and appointed) Jxxxxxx X. Xxxxx and, in the case of his inability to act, Wxxxxxx X. Xxxxx (the “Family Representative”), to act as its attorney-in-fact with full power of substitution for each of them, to serve as the representative of each such Family Stockholder to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by such Family Stockholder (including the voting of the Subject Shares in accordance with Sections 3.1(a) and (b)), person and hereby acknowledges that the Family Representative shall be the only person authorized to take any action so required, authorized or contemplated by this AgreementAgreement by each such Family Stockholder. Each such Family Stockholder further acknowledges that the foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such Family Stockholder. Each such Family Stockholder hereby authorizes (and each such Permitted Transferee of such Family Stockholder shall be deemed to have authorized) the other parties hereto to disregard any notices or other action taken by such Family Stockholder pursuant to this Agreement, except for notices notice and actions taken by the Family Representative. Riverwood is The other parties hereto are and will be entitled to rely on any action so taken or any notice given by any the Family Representative and is are and will be entitled and authorized to give notices only to the Family Representative for any notice contemplated by this Agreement to be given to any such Family Stockholder. A successor to the Family Representative may be chosen by the holders of a majority in interest of the shares held by the Family Stockholders; provided that notice thereof is given by the new Family Representative to Riverwoodthe Company, the CDR Fund, Exor and TPG Entities.

Appears in 1 contract

Samples: Stockholders Agreement (Graphic Packaging Corp)

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Family Representative. Each Family Stockholder hereby designates and appoints (and each Permitted Transferee of each such Family Stockholder is hereby deemed to have so designated and appointed) Jxxxxxx Xxxxxxx X. Xxxxx and, in the case of his inability to act, Wxxxxxx Xxxxxxx X. Xxxxx (the "Family Representative"), to act as its attorney-in-fact with full power of substitution for each of them, to serve as the representative of each such Family Stockholder to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by such Family Stockholder (including the voting of the Subject Shares in accordance with Sections 3.1(a) and (b)), person and hereby acknowledges that the Family Representative shall be the only person authorized to take any action so required, authorized or contemplated by this AgreementAgreement by each such Family Stockholder. Each such Family Stockholder further acknowledges that the foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such Family Stockholder. Each such Family Stockholder hereby authorizes (and each such Permitted Transferee of such Family Stockholder shall be deemed to have authorized) the other parties hereto to disregard any notices or other action taken by such Family Stockholder pursuant to this Agreement, except for notices notice and actions taken by the Family Representative. Riverwood is The other parties hereto are and will be entitled to rely on any action so taken or any notice given by any the Family Representative and is are and will be entitled and authorized to give notices only to the Family Representative for any notice contemplated by this Agreement to be given to any such Family Stockholder. A successor to the Family Representative may be chosen by the holders of a majority in interest of the shares held by the Family Stockholders; provided that notice thereof is given by the new Family Representative to Riverwoodthe Company and to the CDR Fund and Exor.

Appears in 1 contract

Samples: Stockholders Agreement (Riverwood Holding Inc)

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