Securityholders’ Representative Sample Clauses
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Securityholders’ Representative. (a) Each Seller hereby irrevocably designates and appoints Pro-Edge, LP. as, and Pro-Edge, LP. hereby irrevocably accepts the designation as and agrees to be, the representative of each Seller and the “Securityholders Representative” for purposes of this Agreement. The Securityholders Representative is hereby designated as the attorney in fact and agent for and on behalf of each Seller and his, her or its respective heirs, successors and assigns with respect to the exercise of the power to take all actions and make all decisions on behalf of each Seller under this Agreement and any other document or agreement delivered in connection herewith, including without limitation, decisions and actions with respect to payments and adjustments under Article II, with respect to satisfaction and waiver of closing conditions under Article IX, and with respect to claims for indemnification under Article X. The Securityholders Representative also shall have the power to give and receive all notices and communications to be given or received by the Sellers, or any of them, under this Agreement and to receive service of process for the Sellers, or any of them, in connection with any claims under this Agreement and to take all actions on behalf of the Sellers, or any of them, necessary to settle, pay or take any other actions with respect to the Sellers’ or any Seller’s indemnification obligations under Article X. Each Seller shall be bound by all actions taken and documents executed by the Securityholders Representative in connection with this Agreement. Notices or communications to or from the Securityholders Representative shall constitute notice to or from each Seller. In performing the functions specified in this Agreement, the Securityholders Representative may act upon any instrument or other writing believed by the Securityholders Representative in good faith to be genuine and to be signed or presented by the proper Person and shall not be liable in connection with the performance by it of its duties pursuant to the provisions of this Agreement. The Securityholders Representative shall be indemnified and held harmless by the Indemnifying Securityholders, jointly and severally, and in accordance with each Indemnifying Securityholder Applicable Indemnification Portion, from and against any Losses incurred on the part of the Securityholders Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. Without limiting...
Securityholders’ Representative. (a) Prior to entry into this Agreement, the Company and the Unitholders (other than the Blocker Members) shall appoint Chilly Water, LLC to act as the representative for the benefit of each Unitholder (other than the Blocker Members) as the exclusive agent and attorney- in-fact to act on behalf of each Unitholder (other than the Blocker Members), in connection with the transactions contemplated hereby.
(b) The Securityholders’ Representative shall have the authority to act for and on behalf of the Unitholders (other than the Blocker Members), including, without limitation, (i) to give and receive notices and communications, (ii) to act on behalf of such Persons with respect to the Adjustment Escrow Account, the PPP Escrow Account, the Earn-Out Payments and any other matters arising under this Agreement or the other Transaction documents, (iii) to authorize delivery to Parent and Merger Sub of any funds and property in its possession or in the possession of the Adjustment Escrow Agent or PPP Escrow Agent in satisfaction of claims by Parent and Merger Sub, (iv) to object to such deliveries, (v) 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, (vi) subject to the restrictions in Section 6.11(f), to use the Securityholders’ Representative Expense Amount to satisfy costs, expenses and/or Liabilities of the Securityholders’ Representative or the Unitholders (other than the Blocker Members) in connection with matters related to this Agreement and/or the Transaction documents and satisfy a portion of the Downward Adjustment Amount in accordance with Section 2.13(a)(i), with any balance of the Securityholders’ Representative Expense Amount not used for such purposes to be disbursed and paid to the Unitholders (other than the Blocker Members) in accordance with the Payment Schedule at such time as the Securityholders’ Representative determines in its sole discretion that no additional such costs, expenses and/or Liabilities shall become due and payable, (vii) appoint the Paying Agent and enter into the Paying Agent Agreement and (viii) to take all actions necessary or appropriate in the judgment of the Securityholders’ Representative for the accomplishment of the...
Securityholders’ Representative. (a) Mx SR LLC, a Delaware limited liability company, is hereby appointed, authorized and empowered to act as the representative of the Securityholders (the “Securityholders Representative”) hereunder and under the Escrow Agreement, with full power of substitution. Such appointment is not as an agent but as a term of the merger contemplated by this Agreement and accordingly such appointment is irrevocable by action of any Securityholder. The appointment made hereunder shall not be affected by the death, illness, dissolution, disability, incapacity or other inability to act of the principal pursuant to any applicable Law. In its capacity as Securityholders Representative, the Securityholders Representative:
(i) shall execute this Agreement, the Paying Agent Agreement, the Escrow Agreement and the Securityholders Representative Escrow Agreement;
(ii) commencing with the Effective Time, shall be authorized and empowered to do any and all of the following:
(A) receipt and forwarding of notices and communications pursuant to this Agreement or the other Transaction Documents;
(B) administration of the provisions of this Agreement, including the provisions relating to the matters described in Section 5.6, Section 9.1(e) and Article XI, and the other Transaction Documents, including the Escrow Agreement, and authorizing the release of funds from the Fixed Escrow Account;
(C) subject to the provisions of Section 13.7, giving or agreeing to, on behalf of the Securityholders, any and all consents or waivers deemed by the Securityholders Representative, in its sole discretion, to be necessary or appropriate under this Agreement or any other Transaction Document and the execution or delivery of any documents that may be necessary or appropriate in connection therewith;
(D) subject to the provisions of Section 13.7 and applicable Laws, amending this Agreement (other than this Section 2.4) or any other Transaction Documents, or any of the instruments to be delivered to Parent or Merger Sub pursuant to this Agreement or such Transaction Documents;
(E) (1) disputing or refraining from disputing any claim made by Parent, the Surviving Corporation or any other Parent Indemnitees under Section 11.2 or under or with respect to any other provision of any Transaction Document, (2) acting on behalf of Securityholders in any litigation or arbitration involving this Agreement (including the indemnification obligations set forth in Article XI) or any other Transaction Documents and n...
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) Appointment. Filtration Group Equity LLC, a Delaware limited liability company, is hereby authorized, appointed and empowered to serve as the exclusive agent, representative and attorney-in-fact of each Company Securityholder with respect to the matters contemplated by this Agreement and all Ancillary Documents with respect to any Company Securityholder, with full power of substitution and such appointment is irrevocable by action of any Acquired Company (prior to Closing) or any Company Securityholder. Except as expressly set forth in this Agreement, the Securityholders’ Representative shall have no obligation to act on behalf of any Acquired Company or any Company Securityholder.
Securityholders’ Representative. The Securityholders’ Representative will not be entitled to receive any compensation from ABE or the Former IRF Unitholders in connection with this Agreement. Except as set forth in the Merger Agreement, any loss, liability or expense incurred by the Securityholders’ Representative in connection with actions taken pursuant to the terms of the Escrow Provisions will be paid by the Former IRF Unitholders.
Securityholders’ Representative. Solely for purposes of agreeing to serve as Securityholders’ Representative subject to and in accordance with Section 9.13 of the Agreement:
Securityholders’ Representative. Each Securityholder shall have entered into an agreement designating the Securityholders’ Representative as the representative of the Securityholder and as the attorney-in-fact and agent for and on behalf of each Securityholder with respect to Claims under this Section 10 or Disputes (as defined in Section 11.14) and the taking by the Securityholders’ Representative of any and all actions and the making of any decisions required or permitted to be taken by the Securityholders under this Agreement, including the exercise of the power to: (a) agree to, negotiate, enter into settlements and compromises of, demand arbitration of and comply with orders of courts and awards of arbitrators with respect to, such Claims or Disputes; (b) arbitrate, resolve, settle or compromise any Claim made pursuant to this Section 10 or any Dispute; and (c) take all actions necessary in the judgment of the Securityholders’ Representative for the accomplishment of the foregoing. The Securityholders’ Representative will have authority and power to act on behalf of each Securityholder with respect to the disposition, settlement or other handling of all Claims under this Section 10 and all rights or obligations arising under this Section 10 and all Disputes. The Securityholders will be bound by all actions taken and documents executed by the Securityholders’ Representative in connection with this Section 10, and Parent will be entitled to rely on any action or decision of the Securityholders’ Representative.
Securityholders’ Representative. (a) At the Closing, Western Milling Investors, LLC shall be constituted and appointed as the Securityholders’ Representative. For purposes of this Agreement, the term “Securityholders’ Representative” shall mean the agent for and on behalf of the holders of Cilion Capital Stock (other than a holder of solely shares of Cilion Capital Stock which constitute and remain Dissenting Shares) to: (i) give and receive notices and communications to or from Aemetis (on behalf of itself of any other Indemnified Person) relating to this Agreement, the Stockholders Agreement or any of the transactions and other matters contemplated hereby or thereby; (ii) provide any consents hereunder, including with respect to any proposed settlement of any claims or agree to any amendment to this Agreement or the Stockholders Agreement; (iii) take any action or pursue any claims against Aemetis or any of its Subsidiaries under this Agreement, or otherwise agree to settle or compromise any debts or obligations hereunder; provided any such action shall be taken at the direction of the holders of a majority of the Closing Shares; and (iv) take all actions necessary or appropriate in the judgment of the Securityholders’ Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. All such actions taken by the Securityholders’ Representative shall be deemed to be facts ascertainable outside this Agreement and shall be binding on the holders of Cilion Capital Stock (other than a holder of solely shares of Cilion Capital Stock which constitute and remain Dissenting Shares) as a matter of contract law. The Person serving as the Securityholders’ Representative may be replaced from time to time by the holders of a majority of the Closing Shares upon not less than ten days’ prior written notice to Aemetis.