Securityholder Representative Clause Samples

Securityholder Representative. (a) By virtue of the approval of the Buyer Option and the Acquisition and by virtue of each Securityholder’s execution of this Agreement, each of the Securityholders shall be deemed to have agreed to irrevocably appoint Shareholder Representative Services LLC as its true, exclusive, and lawful representative, agent and attorney-in-fact, as the Securityholder Representative for and on behalf of the Securityholders, to take all actions in connection with this Agreement and any agreements ancillary hereto that are to be taken by the Securityholder Representative, including to amend this Agreement, to waive any provision of this Agreement, to take actions necessary to give effect to the Acquisition, to negotiate payments due pursuant to this Article XI, to give and receive notices and communications, to authorize payment to any Buyer Indemnified Person from the Indemnity Escrow Fund in satisfaction of claims by any Buyer Indemnified Person, to authorize payment to Buyer from the Adjustment Escrow Fund, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, any other claim by any Buyer Indemnified Person against any of the Securityholders or by any of the Securityholders against any Buyer Indemnified Person or any dispute between any Buyer Indemnified Person and any of the Securityholders, in each case relating to this Agreement or the transactions contemplated in this Agreement, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Securityholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement, in each case subject to the limitation set forth in this Section 11.5 or otherwise in this Agreement and in accordance with the terms hereof, and Shareholder Representative Services LLC hereby accepts such appointment. This appointment shall survive the death, incapacity, adjudication of incompetence or insanity or dissolution or bankruptcy, of any Securityholder. Such agency may be changed by the Securityholders from time to time upon not less than thirty (30) days prior written notice to Buyer; provided, however, that the Securityholder Representative may not be removed unless Securityholders representing the holders of at least a two-thirds int...

Securityholder Representative. The Stockholder hereby irrevocably nominates, constitutes and appoints the Securityholder Representative as its, his or her true and lawful agent, proxy and attorney in fact, with full power and authority, to act in the name, place and stead of the Stockholder and each of the Company Securityholders for purposes of executing and delivering any documents, receiving any notice and taking any actions that the Securityholder Representative may, in its sole discretion, determine to be necessary, desirable or appropriate within the bounds of the Securityholder Representative’s authority under the terms of the Merger Agreement, the Additional Agreements and the agreements ancillary thereto, including in connection with any claim for indemnification under the Merger Agreement, against the Indemnification Escrow Shares, pursuant to any rights of setoff, or directly against any Company Securityholder.

Securityholder Representative. (a) By the adoption of the Merger, and by receiving the benefits thereof, including any consideration payable hereunder, each Holder shall be deemed to have approved and irrevocably appointed Shareholder Representative Services LLC as of the Closing as the representative, agent, proxy, and attorney-in-fact for all of the Holders for all purposes under this Agreement including the full power and authority on the Holders’ behalf: (i) to consummate the Transactions and the other agreements, instruments and documents contemplated hereby or executed in connection herewith; (ii) to negotiate and settle disputes arising under, or relating to, this Agreement and the other agreements, instruments and documents contemplated hereby or executed in connection herewith; (iii) to facilitate the disbursement to the Holders of any funds due to the Holders under this Agreement or otherwise; (iv) to satisfy any and all obligations or liabilities incurred by the Securityholder Representative in the performance of its duties hereunder; (v) make or direct payments of funds from the Securityholder Representative Reserve Fund Amount; (vi) to execute and deliver any amendment or waiver to this Agreement and the other agreements, instruments and documents contemplated hereby or executed in connection herewith (without the prior approval of the Holders); (vii) to give any written direction to the Escrow Agent or Paying Agent; and (viii) to take all other actions to be taken by or on behalf of the Holders in connection with this Agreement and the other agreements, instruments and documents contemplated hereby or executed in connection herewith. The Holders, by approving this Agreement (whether by vote or by execution of a Letter of Transmittal or acceptance of any consideration pursuant to this Agreement), further agree that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Securityholder Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any Holder. All decisions and actions by the Securityholder Representative shall be binding upon all of the Holders and no Holder shall have the right to object, dissent, protest or otherwise contest the same. The Securityholder Representative shall not have the authority to increase the liability of any Holder on a non pro rata basis. If an allocation is not otherwise provided for in this Agreement, the Securityholder Representative shall facilitat...

Securityholder Representative. The parties hereto acknowledge and agree that Signature CR Holdco, LLC (in its capacity as the Securityholder Representative) is a party to this Agreement in its capacity as such solely to perform certain administrative functions in connection with the transactions contemplated hereby. Accordingly, the Securityholders acknowledge and agree that the Securityholder Representative will have no liability to, and will not be liable for any losses of, any Securityholder in connection with any actions, omissions or obligations of the Securityholder Representative under this Agreement or the Related Documents or otherwise in respect of this Agreement or the Closing, except as may be otherwise expressly set forth herein or to the extent such losses are proven and adjudicated to be the direct result of willful misconduct by the Securityholder Representative in connection with the performance of its obligations hereunder.

Securityholder Representative. By approving this Agreement and the transactions contemplated hereby or by executing and delivering a Letter of Transmittal, each Company Stockholder shall have irrevocably authorized and appointed Securityholder Representative as such Person’s representative and attorney-in-fact to act on behalf of such Person for all purposes in connection with this Agreement, the Additional Agreements and the agreements ancillary hereto and thereto. The Securityholder Representative shall act as the representative of the Company Stockholders in respect of all matters arising under this Agreement, the Additional Agreements and the agreements ancillary hereto and thereto, and shall be authorized to act, or refrain from acting, with respect to any actions to be taken by or on behalf of the Company Stockholders or the Securityholder Representative, including to enforce any rights granted to the Company Stockholders hereunder and thereunder, in each case as the Securityholder Representative believes is necessary or appropriate under this Agreement, the Additional Agreements and/or the agreements ancillary hereto and thereto, for and on behalf of the Company Stockholders. The Company Stockholders shall be bound by all such actions taken by the Securityholder Representative and the Company Stockholders shall not be permitted to take any such actions.

Securityholder Representative. (a) By voting in favor of the adoption of this Agreement, the approval of the principal terms of the Merger, and the consummation of the Merger or participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each of the Company Securityholders shall be deemed to have approved the designation of, and hereby designates, Shareholder Representative Services LLC as the Securityholder Representative under the terms set forth herein, and as its agent and attorney-in-fact to give and receive notices and communications, to authorize payment to any Indemnified Parties from the Escrow Fund in satisfaction of claims by such Indemnified Parties pursuant to Section 8.2(a), to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Parties against any Company Securityholder or by any such Company Securityholder against any Indemnified Parties or any dispute between any Indemnified Parties and any such Company Securityholder, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are necessary or appropriate in the judgment of the Securityholder Representative for the accomplishment of the Securityholder Representative’s responsibilities under this Agreement and to otherwise effectuate the transactions contemplated hereby. The Securityholder Representative may be removed by written consent of the holders of a majority of the Company Capital Stock immediately prior to the Effective Time agreeing to such removal and to the identity of the substituted agent. If the Securityholder Representative shall die, become disabled, resign or otherwise be unable to fulfill its responsibilities hereunder, the Company Securityholders shall (by consent of the holders of a majority of Company Capital Stock immediately prior to the Effective Time), within ten (10) days after such death, disability, resignation or inability, appoint a successor to the Securityholder Representative and immediately thereafter notify Parent of the identity of such successor. Any such successor shall succeed the former Secu...

Securityholder Representative. (a) By delivering a signature page to this Agreement or otherwise becoming a party hereto, each Holder designates and appoints the Securityholder Representative as such Holder’s agent and attorney-in-fact with full power and authority to act for and on behalf of such Holder in all matters pertaining to this Agreement. Notices and communications sent to the Securityholder Representative by Parent shall be deemed notices and communications to each of the Holders, and notices and communications sent to Parent by the Securityholder Representative shall be deemed notices and communications by each of the Holders, in each case for all purposes under this Agreement. Any document delivered to the Securityholder Representative pursuant to this Agreement shall be deemed delivered to each Holder. A decision, consent, waiver, instruction or any other act or omission to act on the part of the Securityholder Representative shall constitute an act or omission by each of the Holders and shall be final, binding and conclusive upon each of them. Parent may conclusively rely upon such act or omission on the part of the Securityholder Representative as being the act or omission of each of the Holders, and Parent and each of its directors, officers, employees and agents are hereby relieved from any liability for any acts or omissions on their part taken in accordance with any such act or omission on the part of the Securityholder Representative. As used in this

Securityholder Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Letter of Transmittal or Acknowledgment Letter or participating in the Merger and receiving the benefits thereof, each Securityholder and COP Participant irrevocably appoints the Securityholder Representative as such Securityholder’s and COP Participant’s representative, attorney-in-fact and agent as of the Closing, with full power of substitution to act in the name, place and stead to act on behalf of such Securityholder or COP Participant in any amendment of or litigation or arbitration involving this Agreement, including defending, negotiating, settling or otherwise dealing with settlement of any Earn-Out Amount, if and when payable, under ARTICLE II, or claims for indemnification under ARTICLE IX hereof, and to do or refrain from doing all such further acts and things, and to execute all such documents, as such Securityholder Representative shall deem necessary or appropriate in connection with this Agreement and with any of the transactions contemplated by this Agreement (subject to the foregoing limitation), including the power:

Securityholder Representative. Each Holder hereby ratifies the appointment of the Securityholder Representative as contemplated by Sections 7.8 and 7.9 of the Merger Agreement with all powers described therein.