Stockholder Representative Clause Samples
The Stockholder Representative clause designates an individual or entity to act on behalf of all stockholders in connection with certain post-closing matters of a transaction, such as mergers or acquisitions. This representative is typically empowered to make decisions, receive notices, and handle disputes or claims related to indemnification or escrow arrangements. By centralizing authority in a single representative, the clause streamlines communication and decision-making, preventing delays and confusion that could arise from dealing with numerous individual stockholders.
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Stockholder Representative. (a) The Company (and pursuant to the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy and attorney-in-fact for the Company Stockholders for all purposes under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative.
(b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Com...
Stockholder Representative. (a) In order to administer efficiently the implementation of this Agreement, the waiver of any conditions to the obligations to consummate the transactions or the settlement of any dispute and notices under this Agreement or actions, settlement or notices under the Earnout Escrow Agreement or Indemnity Escrow Agreement, Stockholders hereby appoint ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as their representative ("Stockholder Representative") and authorize him to take all action necessary in connection with implementation of the Agreement on behalf of Stockholders, waive any condition to or obligation to consummate the transactions, give and receive notices and take any and all action contemplated to be taken by or on behalf of Stockholders under this Agreement, and of Escrow Stockholders under the Earnout Escrow Agreement and the Indemnity Escrow Agreement (collectively, "Escrow Agreements").
(b) In the event Stockholder Representative dies, becomes legally incapacitated or resigns ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ shall fill such vacancy and be deemed Stockholder Representative for all purposes; however, no change of the Stockholder Representative shall be effective until Purchaser is given notice of it by the Stockholders.
(c) By mere execution of this Agreement, Stockholders agree that:
(i) Purchaser may rely conclusively on the instructions and decisions of Stockholder Representative as to any actions required or permitted to be taken by Stockholders or Stockholder Representative hereunder and under the Escrow Agreements and no party shall have any cause of action against Purchaser for action taken by Purchaser in reliance upon actions, decisions or instructions of Stockholder Representative.
(ii) all actions, decisions, and instructions of the Stockholder Representative shall be conclusive and binding on Stockholders; no Stockholder shall have a cause of action against Purchaser or Surviving Corporation for any action taken or omitted, decision made or omitted or any instruction as given or omitted by Stockholder Representative hereunder.
(iii) Stockholder Representative shall be deemed to fulfill any fiduciary obligation to Stockholders so long as no Stockholder is adversely affected by any action or failure to act by Stockholder Representative in a disproportionate measure compared to any other Stockholder.
(d) Remedies at law for breach of this Section would be inadequate, therefore Purchaser shall be entitled to injunctive relief, without the necessity of proving damages in an action to ...
Stockholder Representative. The Stockholder Representative has been designated to act as the representative, agent and attorney-in-fact for the Stockholders and their successors and assigns for all purposes under this Agreement and the Merger Agreement. The Escrow Agent is hereby relieved from any liability to any person for any acts done by the Escrow Agent in accordance with any notice, direction, consent or instruction of or from the Stockholder Representative under this Agreement or the Merger Agreement, except as set forth in Section 9(b) hereof.
Stockholder Representative. (a) By the execution and delivery of this Agreement, the Company and each Company Stockholder on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints ▇▇▇▇▇ ▇▇▇▇▇, in his capacity as the Stockholder Representative, as the true and lawful agent and attorney-in-fact of the Company with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Stockholder Representative is a party, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Person, if any, as the Stockholder Representative will deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement or any of the Ancillary Documents to which the Stockholder Representative is a party, including: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnified Party or Indemnifying Party any indemnification claims by or against any of them under ARTICLE VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.5; (ii) acting on behalf of such Person under the Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Stockholder Representative is a party (provided, that any such action, if material to the rights and obligations of the Company Stockholders in the reasonable judgment of the Stockholder Representative, will be taken in the same manner with respect to all Company Stockholders unless otherwise agreed by each Company Stockholder who is subject to any disparate treatment of a potentially adverse nature); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Stockholder Representative is a party; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Stockholder Representative, in its sole discretion, deems necessary or advisable in the performance of its duties as the Stockholder Representative and to rely on their advice and counsel; (vi) incurring and paying expenses, including fees of brok...
Stockholder Representative. Each Stockholder hereby constitutes and appoints R. ▇▇▇▇▇▇ ▇▇▇▇▇, as the Stockholder Representative, as his or her true and lawful attorney-in-fact (i) to give and receive all notices and communications required or permitted under this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises with respect to this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 6.2 of this Agreement, and (iv) to communicate to Parent any elections of the Stockholders with respect to the registration rights provided for in ARTICLE IV hereof. The Stockholder Representative may take all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of any of the foregoing, each Stockholder agreeing to be fully bound by the acts, decisions and agreements of the Stockholder Representative taken and done pursuant to the authority herein granted. The Stockholder Representative shall not be liable, responsible or accountable in damages or otherwise to the Stockholders for any loss or damage incurred by reason of any act or failure to act by the Stockholder Representative, and each Stockholder shall jointly and severally indemnify and hold harmless the Stockholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Stockholder Representative. In the event that R. ▇▇▇▇▇▇ ▇▇▇▇▇ dies or becomes incapacitated, the Stockholders shall promptly select an alternate person to serve as the Stockholder Representative and shall promptly notify Parent of such selection. Parent may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Stockholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Stockholders. Parent is hereby relieved from any liability to any Person, including any Stockholder, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Stockholder Representative. All notices or other communications required to be made or delivered by Parent to the Stockholders shall be made to the Stockholder Representative for the benefit of the Stockholders, and any notices so made shall discharge in full all notice requirements of Parent to the Stockholders with respect thereto. All notices or oth...
Stockholder Representative. The Company appoints ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Stockholder Representative") as its agent and representative with full power and authority to agree, contest or settle any claim or dispute affecting the Company made under Article II and to otherwise act on behalf of the Company and its stockholders in accordance with the terms of this Agreement.
Stockholder Representative. The Stockholder Representative is the duly appointed attorney-in-fact of such Company Stockholder and has full power and authority to act for and bind each Company Stockholder as provided in Section 8.7 hereof.
Stockholder Representative. (a) Upon adoption of this Agreement by the Board of Directors of the Company and approval of this Agreement by the stockholders of the Company in accordance with the DGCL, (a) Madison Dearborn Capital Partners III, L.P. (the “Stockholder Representative”) is appointed the attorney in fact of the Company Holders and Option Holders, with full power and authority, including power of substitution, acting in the name of and for and on behalf of the Company Holders and Option Holders, to direct the distribution of the Escrow Account and to pursue, defend and settle any claims relating thereto, and (b) the Stockholder Representative shall have the full power to execute and deliver the Escrow Agreement and shall have all of the rights and all of the obligations of the Stockholder Representative as set forth in the Escrow Agreement. This appointment and power of attorney shall be deemed as coupled with an interest and all authority conferred hereby shall be irrevocable and shall not be subject to termination by operation of law, whether by the death or incapacity or liquidation or dissolution of any Company Holder or Option Holder or the occurrence of any other event or events. Each Company Holder and each Option Holder agrees that all expenses incurred by the Stockholder Representative or by the Escrow Agent on behalf of any of them may be paid out of the Escrow
Stockholder Representative. By their approval of this Agreement and the Merger, each of the StemSource Stockholders (including those not voting in favor of this Agreement and the Merger) will be conclusively deemed to have consented to, approved and agreed to be personally bound by: (i) the indemnification provisions of Article VIII; (ii) the Escrow Agreement; (iii) the appointment of ▇▇▇▇ ▇▇▇▇▇▇▇, M.D. as the representative of the StemSource Stockholders (the "Stockholder Representative") and as the attorney-in-fact and agent for and on behalf of each StemSource Stockholder as provided in this Agreement and the Escrow Agreement; and (iv) the taking by the Stockholder Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholder Representative under this Agreement and under the Escrow Agreement. The Stockholder Representative will have authority and power to act on behalf of each StemSource Stockholder with respect to the disposition, settlement or other handling of (a) indemnity claims under Article VIII and (b) all claims governed by the Escrow Agreement and all rights or obligations arising under the Escrow Agreement so long as all the StemSource Stockholders are treated in a consistent manner and/or consent in writing to different treatment. Each StemSource Stockholder will be bound by all actions taken by the Stockholder Representative in connection with indemnity claims under Article VIII and the Escrow Agreement, and MacroPore will be entitled to rely on any action or decision of the Stockholder Representative in connection therewith.
Stockholder Representative. Each Stockholder acknowledges and accepts the appointment of the Stockholder Representative and the other provisions relating thereto as set forth in Section 9.19 of the Merger Agreement and agrees to be bound by Section 9.19 of the Merger Agreement. This Section 7.2 is for the benefit of the Stockholder Representative, the Company, the Surviving Corporation, Parent and any other Parent Indemnitee and will be directly enforceable by them.