Holders Representative. (a) Effective upon and by virtue of the vote of the Stockholders approving and adopting this Agreement and the Merger (including pursuant to the Written Consent) and in respect of the other Holders by virtue of approval of the Merger pursuant to any Letter of Transmittal or other receipt of consideration in respect of the Merger, and without any further act of any of the Holders, the Holders’ Representative shall be hereby appointed as the representative of the Holders and as the attorney-in-fact and agent for and on behalf of each such Holder for purposes of this Agreement and the Escrow Agreement and will take such actions to be taken by the Holders’ Representative under this Agreement and the Escrow Agreement and such other actions on behalf of such Holders as it may deem necessary or appropriate in connection with or to consummate the transactions contemplated hereby or thereby, including (i) taking all actions and making all filings on behalf of such Holders with any Governmental Authority or other Person necessary to effect the consummation of the transactions contemplated by this Agreement or the Escrow Agreement, (ii) agreeing to, negotiating, entering into settlements and compromises of, complying with orders of courts with respect to, and otherwise administering and handling any claims under this Agreement or the Escrow Agreement on behalf of such Holders, including indemnifications claims, (iii) negotiating and executing any waivers or amendments of this Agreement or the Escrow Agreement (provided that any amendment that shall adversely and disproportionately affect the rights or obligations of any Holder shall require the prior written consent of such Holder) and (iv) taking all other actions that are either necessary or appropriate in its judgment for the accomplishment of the foregoing or contemplated by the terms of this Agreement or the Escrow Agreement. The Holders’ Representative hereby accepts such appointment. The Holders’ Representative shall use commercially reasonable efforts based on contact information available to the Holders’ Representative to keep the Holders reasonably informed with respect to actions of the Holders’ Representative pursuant to the authority granted the Holders’ Representative under this Agreement which actions have a material impact on the amounts payable to the Holders. Each Holder shall promptly provide written notice to the Holders’ Representative of any change of address of such Holder.
Holders Representative. (a) Each Holder hereby consents to (i) the appointment of GSO Capital Partners LP as the Holders’ Representative hereunder and as the attorney-in-fact for and on behalf of such Holder, and (ii) the taking by the Holders’ Representative of any and all actions and the making of any decisions required or permitted by, or with respect to this Agreement and the transactions contemplated hereby, including, without limitation, (A) the exercise of the power to agree to execute any consents under this Agreement and (B) to take all actions necessary in the judgment of the Holders Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the transactions contemplated hereby.
Holders Representative. (a Xxxxx X. Xxxxxxxx shall act as the Stockholders' representative (the "HOLDERS' REPRESENTATIVE") for the purpose of settling on behalf of the Stockholders any indemnification claims made by Buyer Indemnified Party hereunder, and taking any other action that is specifically delegated to the Holders' Representative hereunder. Buyer shall give notice under Section 11.4 of any claim for indemnification against the Stockholders to the Stockholders and the Holders' Representative, and only the Holders' Representative shall be empowered following such notice to respond to or take any other action on behalf of the Stockholders with respect to the claim. The Stockholders shall be bound by any and all actions taken by the Holders' Representative on their behalf in accordance with this Agreement.
Holders Representative. Prior to the disbursement of any amounts due and owing the Fully-Diluted Stockholders hereunder, upon receipt of written documentation from the Holders’ Representative, any fees and expenses reasonably incurred by the Holders’ Representative hereunder or in connection with the compromise, settlement or satisfaction of any claim asserted by or against the Holders’ Representative shall be reimbursed from such amounts otherwise due to the Fully-Diluted Stockholders.
Holders Representative. Each Holder constituted and appointed Xxxxxxx X. Xxxxxxxx as Holders’ Representative pursuant to the terms and provisions of Section 9.19 of the Purchase Agreement.
Holders Representative. (a) The adoption and approval of this Agreement by the Company's stockholders shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including without limitation the placement of the Escrow Shares in escrow, and the appointment of the Stepxxx Xxxxxxxx xx Holders' Representative to act for and on behalf of all stockholders of the Company, as the attorney-in-fact and agent of all such persons, to give and receive notices - 52- 58 and communications, to authorize delivery of any shares of Parent Common Stock and cash, if any, from the Escrow Fund in satisfaction of claims by Parent Indemnitees, to object to such deliveries, to agree to, negotiate and enter into settlements and compromises of, and comply with orders and decrees with respect to such claims, and to take all actions necessary or appropriate in the judgment of such representative for the accomplishment of the foregoing. A decision, act, consent or instruction of the Holders' Representative shall constitute a decision of all the stockholders of Company and shall be final, binding and conclusive upon each of the stockholders of Company. Without limiting the generality of the foregoing, the Holders' Representative shall have full power and authority, on behalf of all the Company Stockholders and their successors, to interpret all the terms and provisions of this Agreement, to dispute or fail to dispute any Claim of Indemnifiable Damages against the Escrow Shares made by a Parent Indemnitee, to assert Claims of Indemnifiable Damages against any the Escrow Fund, to negotiate and compromise any dispute which may arise under this Agreement, to sign any releases or other documents with respect to any such dispute, and to authorize delivery of Escrow Shares pursuant to the Escrow Agreement or any other payments to be made with respect thereto.
Holders Representative. Lewis has been appointed to act as exclusive agent and attorney-in-faxx xo act on behalf of the holders of Target Capital Stock with respect to any and all matters, claims, controversies, or disputes arising out of the terms of this Agreement (the "Holders' Representative"). In the event of the death, disability or resignation of such Person, a successor may be appointed by the Holders. The Holders' Representative shall have the power to take any and all actions which the Holders' Representative believes are necessary or appropriate or in the best interests of the Holders, as fully as if each such Holder was acting on its, his or her own behalf with respect to all claims for indemnification under this Agreement and to take any action or no action in connection therewith as the Holders' Representative may deem appropriate as effectively as the Holders could act themselves, including the settlement or compromise of any dispute or controversy. In no event shall the Holders' Representative be required to expend his own funds to defend any claim for indemnification hereunder, and he may require, as a condition of undertaking such defense, contribution by the Holders of funds necessary to pay the cost of any such defense. The authority granted hereunder is deemed to be coupled with an interest. The death or incapacity of any Holder shall not terminate the authority and agency of the Holders' Representative. Acquiror shall have the right to rely on any actions taken or omitted to be taken by the Holders' Representative as being the act or omission of the Holders, without the need for any inquiry, and any such actions or omissions shall be binding upon each of the Holders. The Holders' Representative shall incur no liability, loss, damage or expense as a result of any action taken in good faith hereunder, including any legal fees and expenses.
Holders Representative. The Holders' Meeting may appoint a representative of the Holders of Notes (the "Holders' Representative") and one or more substitute representatives. The Holders' Representative and the substitute representative(s) cannot be involved in the management of the Issuer. In the event of incompatibility, resignation or revocation of a Holders' Representative, the Holders' Meeting will elect a replacement representative unless a substitute representative has been already appointed, in which case such substitute representative shall automatically assume the role of Holders' Representative. All interested parties will at all times have the right to obtain the name and address of the Representative(s) at the Issuer's headquarters or by email to the e-mail address xxxxxxxxxxx@xxxx.xx. The Holders' Representative(s) shall have the right to represent the Holders of Notes before the Issuer and the courts of justice. The Holders' Representative(s) may also be entrusted by the Holders' Meeting to perform supervisory actions and to protect the common interests of the Holders of Notes.
Holders Representative. (a) The Option Holder irrevocably makes, constitutes and appoints Xxxxx X. Xxxxxxx as its agent (the "Holders' Representative") and authorizes and empowers him to fulfill the role of Holders' Representative hereunder and under the Escrow Agreement. In the event of the resignation of the Holders' Representative, the resigning Holders' Representative shall appoint a successor from among the Holders and who shall agree in writing to accept such appointment. If the Holders' Representative should die or become incapacitated, his successor shall be appointed within 15 days of his death or incapacity by a majority of the Shareholders pursuant to Section 11.16
Holders Representative. (a) The Holders Representative, and its successors, is hereby appointed by the Company as the representative of the Holders and as the attorney-in-fact, proxy and agent for and on behalf of each of the Holders, with full power of substitution and re-substitution to act in its, his or her name, place and xxxxx in connection with the authority granted to such Holders Representative pursuant to this Section 7.14, and such appointment is coupled with an interest and shall survive the death, incompetency, bankruptcy or liquidation of each such Holder. By executing this Agreement under the heading “Holders Representative,” Catapult Energy Services Group, LLC hereby (i) accepts its appointment and authorization to act as Holders Representative and agent, proxy and attorney-in-fact on behalf of the Holders in accordance with the terms of this Agreement, and (ii) agrees to perform its obligations under, and otherwise comply with, this Section 7.14.
