Securityholders’ Representative Sample Clauses
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Securityholders’ Representative. (a) The Securityholders’ Representative shall have full power and authority to take all actions under this Agreement and the Escrow Agreement that are to be taken by the Securityholders’ Representative. The Securityholders’ Representative shall take any and all actions which he or she believes are necessary or appropriate under this Agreement and the Escrow Agreement, including, without limitation, executing the Escrow Agreement as Securityholders’ Representative, giving and receiving any notice or instruction permitted or required under this Agreement or the Escrow Agreement by the Securityholders’ Representative, interpreting all of the terms and provisions of this Agreement and the Escrow Agreement, authorizing payments to be made with respect hereto or thereto, obtaining reimbursement as provided for herein for all out-of-pocket fees and expenses and other obligations of or incurred by the Securityholders’ Representative in connection with this Agreement or the Escrow Agreement, defending all claims arising pursuant to Section 3.5 (an “NWC Claim”), defending all indemnity claims against the Escrow Amount pursuant to Section 9.2 (an “Indemnity Claim”), consenting to, compromising or settling all Indemnity Claims, conducting negotiations with Parent and its agents regarding such claims, dealing with Parent and the Escrow Agent under this Agreement, taking any all other actions specified in or contemplated by this Agreement or the Escrow Agreement, and engaging counsel, accountants or other representatives in connection with the foregoing matters. Without limiting the generality of the foregoing, the Securityholders’ Representative shall have the full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof in his or her capacity as Securityholders’ Representative; provided, however, the Securityholders’ Representative may not consent to any amendment of this Agreement or the Escrow Agreement that would increase the liability of a Securityholder without the prior written consent of such Securityholder.
(b) The Company, the Indemnifying Securityholders, Parent and MergerCo each hereby authorizes the Securityholders’ Representative to:
(i) Receive all notices or documents given or to be given to Securityholders’ Representative pursuant hereto or to the Escrow Agreement or in connection herewith or therewith and to receive and accept services of legal process in...
Securityholders’ Representative. (a) ML Seller Rep LLC will act as Securityholders’ Representative for all purposes under this Agreement. On the date of this Agreement, the Company hereby irrevocably appoints the Securityholders’ Representative as each Securityholder’s true and lawful agent, representative and attorney-in-fact, with full power in his, her or its name and on his, her or its behalf (and with full power of substitution), to take any and all actions on behalf of the Securityholders required or permitted under or in connection with this Agreement. ML Seller Rep LLC hereby agrees to comply with the provisions of Section 2.07.
(b) The Securityholders’ Representative shall have the authority, for and on behalf of Securityholders (except for the holders, if any, of Dissenting Company Shares), to take such actions and exercise such discretion as are required of the Securityholders’ Representative pursuant to the terms of this Agreement or the Escrow Agreement, and any such actions shall be binding on each such holder and shall include the following: (i) to receive, hold and deliver to Parent Certificates and any other documents relating thereto on behalf of such holder; (ii) to give and accept communications and notices on behalf of such holder; (iii) to defend, negotiate, agree to, enter into settlements and compromises of, and comply with orders and awards of courts with respect to, claims against such holder; (iv) to defend, negotiate, agree to, enter into settlements and compromises of, and comply with orders and awards of courts with respect to, or any claims or disputes related to this Agreement on behalf of such holder; (v) to receive payments on behalf of such holder due and owing pursuant to this Agreement and acknowledge receipt of such payments; (vi) to amend, supplement, change or waive any provision of this Agreement, subject to compliance with Section 10.01 and Section 10.02; (vii) to receive service of process on behalf of such holder in connection with any claims under this Agreement or any related document or instrument; (viii) to determine whether the conditions to the Company’s obligations have been satisfied, including waiving any such conditions if the Securityholders’ Representative in its sole discretion determines that such waiver is appropriate; (ix) to authorize the release or delivery to Parent of all or any portion of the Escrow Amount in satisfaction of the Securityholders’ obligations (if any) with respect to the post-Closing adjustments contemplated b...
Securityholders’ Representative by participating in the transactions contemplated hereby and receiving the benefits thereof, including the right to receive the consideration payable in connection with such transactions, each Company Securityholder shall be deemed to have approved the designation of, and hereby designates, Shareholder Representative Services LLC (the “Securityholders’ Representative”) as the Company Securityholders’ representative and as their duly authorised agent, attorney and representative for the purposes of dealing with the Purchaser under this Agreement, the Subscription Share Transfer Agreements, the Warrant Surrender Agreements, the Option Surrender Agreements and the Escrow Agreement and any communication to or from the Securityholders’ Representative under such agreements shall be deemed to be communication to or from all Company Securityholders. The Securityholders’ Representative shall be the only person entitled (on behalf of the Company Securityholders) to enforce rights, provide communications, make elections or provide consents under this Agreement, the Subscription Share Transfer Agreements, the Warrant Surrender Agreements, the Option Surrender Agreements and the Escrow Agreement (and in doing any of the forgoing it shall be doing so on behalf of all the Company Securityholders) and the Purchaser shall be entitled to rely solely on such Securityholders’ Representative’s action or inaction in dealing with the Company Securityholders, notwithstanding any other communication whether in writing or otherwise, from any of the Company Securityholders. The Securityholders’ Representative is hereby further authorized to execute and deliver the Escrow Agreement as agent for the Company Securityholders and to exercise the Company Securityholders’ rights thereunder. The Securityholders’ Representative shall not be liable in any manner or for any reason to any Company Securityholders in respect of the decisions, determinations or agreements made or consented to by the Securityholders’ Representative, or for any acts done or not done by the Securityholders’ Representative, under or in connection with this Agreement, except to the extent that the Securityholders’ Representative was grossly negligent or engaged in wilful misconduct with respect to such decision, determination, agreement or act done or not done by the Securityholders’ Representative in connection with this Agreement. The Company Securityholders shall indemnify, defend and hold harmless the Securityholde...
Securityholders’ Representative. Delivery of any notice to, or service of any document on, the Securityholders’ Representative will constitute full and effective notice to or service on the Indemnifying Parties.
Securityholders’ Representative. All notices to be provided to the Securityholders as an Indemnitee or Indemnitor pursuant to this Section 8.2(d) shall be provided to the Securityholders’ Representative and the Securityholders’ Representative shall act on behalf of the Securityholder Indemnitees and any Securityholders that are Indemnitors under this Section 8.2(d).
Securityholders’ Representative. (a) In order to efficiently administer certain matters contemplated hereby following the Closing, including any actions that the Securityholders’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriate in connection with the matters set forth in this Agreement (including Sections 1.15 (Exchange/Payment), 1.17 (Post-Closing Adjustment), 1.18 (Milestone Consideration), 5.6 (Tax Matters), 8 (Indemnification) and 10.1 (Amendment)), the Securityholders, by the adoption of this Agreement, acceptance of consideration under this Agreement or the completion and execution of the Letters of Transmittal or Joinder Agreement shall be deemed to have designated ▇▇▇▇▇▇ ▇▇▇▇▇ as the representative of the Securityholders (the “Securityholders’ Representative”).
(b) The Securityholders’ Representative may resign at any time. In the event the Securityholders’ Representative dies, becomes unable to perform his, her or its responsibilities hereunder or resigns from such position, the Securityholders who hold at least a majority in interest of the Ownership Percentages at such time shall be authorized to and shall select another representative to fill such vacancy and such substituted representative shall be deemed to be the Securityholders’ Representative for all purposes of this Agreement and the documents delivered pursuant hereto.
(c) By their adoption of this Agreement, acceptance of consideration under this Agreement or the delivery of the Letter of Transmittal and/or Surrender Agreement, as applicable, contemplated by Section 1.16 (Exchange/Payment), the Securityholders shall be deemed to have agreed, in addition to the foregoing, that:
(i) the Securityholders’ Representative shall be appointed and constitute the exclusive agent and true and lawful attorney-in-fact of each Securityholder, with full power in his, her or its name and on his, her or its behalf to act according to the terms of this Agreement and in general to do all things and to perform all acts including executing and delivering any agreements, amendments, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with this Agreement and the agreements ancillary hereto. The Securityholders’ Representative hereby accepts such appointment;
(ii) the Securityholders’ Representative shall have full authority to (A) execute, deliver, acknowledge, certify and file on behalf of the Securityholders (in the name of any or all ...
Securityholders’ Representative. Unless otherwise required by applicable Legal Requirements, the Securityholders’ Representative agrees that it (and its legal, financial, accounting and other representatives) shall treat and hold in confidence all non-public confidential information acquired in its role as Securityholders’ Representative in accordance with the confidentiality provisions of Section 6.3.
Securityholders’ Representative. (a) By virtue of their execution of the Written Consents and Letters of Transmittal and as more specifically provided for therein, each of the holders of Company Shares and each of the holders of CEA Shares (other than Dissenting Shares and Company Shares or CEA Shares held in the Company’s or CEA’s treasury, as the case may be, if any) and CEA Options shall approve and confirm, in accordance with the terms set forth herein, his, her or its irrevocable appointment of CEA Rep, LLC as his, her or its sole and exclusive agent, representative and attorney-in-fact for the purposes of this Agreement and the Escrow Agreement. The Securityholders’ Representative shall have the authority to act for and on behalf of the Former Securityholders, including, without limitation, to give and receive notices and communications, to act on behalf of the Former Securityholders with respect to the Escrow Agreement and any other matters arising under this Agreement, to authorize delivery to Parent of any funds and property in its possession or in the possession of the Escrow Agent in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards of courts, mediators and arbitrators with respect to such suits, claims or proceedings, and to take all actions necessary or appropriate in the judgment of the Securityholders’ Representative for the accomplishment of the foregoing. The Securityholders’ Representative shall for all purposes be deemed the sole authorized agent of the Former Securityholders until such time as the agency is terminated. Such agency may be changed by the Former Securityholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, however, that the Securityholders’ Representative may not be removed unless holders of at least two-thirds interest in the Merger Consideration agree to such removal and to the identity of the substituted Securityholders’ Representative. Any vacancy in the position of Securityholders’ Representative may be filled by approval of the recipients of a majority of the Merger Consideration. No bond shall be required of the Securityholders’ Representative, and the Securityholders’ Representative shall not receive compensation for it...
Securityholders’ Representative. 82 12.1 Powers of the Securityholders’ Representative ...................................................... 82 SECTION 13 RELEASE ............................................................................................................ 84 13.1 Release .................................................................................................................... 84 13.2 Specific Term of Agreement .................................................................................. 85
Securityholders’ Representative. By approving this Agreement and the transactions contemplated hereby or by executing a Letter of Transmittal, each holder of CIC Class A Common Stock shall have irrevocably (a) authorized and appointed the Securityholders’ Representative as such holder’s representative to act on behalf of the holder with respect to the matters set forth in Section 2.9; and (b) agreed that the Securityholders’ Representative shall not be liable, responsible or accountable in damages or otherwise to CIC Securityholders for any Liabilities incurred by reason of any error in judgment or any act or failure to act arising out of the activities of the Securityholders’ Representative on behalf or in respect of the CIC Securityholders, including (i) the failure to perform any acts he is not expressly obligated to perform under this Agreement; (ii) any acts or failures to act made in good faith or on the advice of legal counsel, accountants or other consultants to the Securityholders’ Representative; or (iii) any other matter beyond the control of the Securityholders’ Representative. No bond shall be required of the Securityholders’ Representative, and the Securityholders’ Representative shall not receive compensation for his services contemplated by this Agreement except as set forth in Section 2.9. If ▇▇▇▇▇ ▇. ▇▇▇▇▇ is no longer serving as Securityholders’ Representative due to his resignation, death or disability, the resulting vacancy in the position of Securityholders’ Representative may be filled by the approval of the Persons (or their heirs or successors) that held immediately prior to Closing a majority of the Fully Diluted Shares Outstanding.