Stockholder Representative Sample Clauses

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.
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Stockholder Representative. (a) The Company Stockholders, by adopting this Agreement and the transactions contemplated hereby, irrevocably appoint and constitute Xxxxxxx X. Xxxxx as the Stockholder Representative for and on behalf of the Company Stockholders to execute and deliver this Agreement and the Escrow Agreement and for all other purposes hereunder and thereunder, to give and receive notices and communications, to authorize delivery of the applicable portion of the Escrow Fund in satisfaction of claims by Parent Indemnitees, to object to such deliveries and claims for indemnification by Parent Indemnitees, 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 agree to, negotiate, enter into and provide amendments and supplements to and waivers in respect of this Agreement and the Escrow Agreement, retain legal counsel, accountants, consultants and other experts, and incur any other reasonable expenses, in connection with all matters and things set forth or necessary with respect to this Agreement and the Ancillary Agreements to which the Company or the Stockholder Representative is a party and the transactions contemplated hereby and thereby and to take all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of any or all of the foregoing. Xxxxxxx X. Xxxxx hereby accepts his appointment as the Stockholder Representative. Such agency may be changed by the holders of a majority in interest of the Escrow Fund from time to time upon not less than ten (10) days’ prior written notice to all of the Company Stockholders and to Parent. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall receive no compensation for his services. Notices or communications to or from the Stockholder Representative to Parent shall constitute notice to or from each of the Company Stockholders. Each Company Stockholder agrees to receive correspondence from the Stockholder Representative, including in electronic form.
Stockholder Representative. 11.14.1. By virtue of the approval of the Asset Sale and this Agreement by the requisite vote of the stockholders, the stockholders of the Company shall be deemed to have agreed to appoint Inthinc Investors, L.P., a Delaware limited partnership, as their agent and attorney-in-fact, as the “Stockholder Representative”, with full power of substitution, for and on behalf of the stockholders of the Company to give and receive notices and communications, to authorize payment of expenses relating to the transactions contemplated by this Agreement, the representation of the stockholders of the Company in post-Closing adjustment and indemnification proceedings hereunder and thereunder, to authorize payment to any Purchaser Indemnified Party in connection with the Escrow Agreement in satisfaction of claims by any Purchaser Indemnified Party, 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 Purchaser Indemnified Party against any stockholder or by any such stockholder against any Purchaser Indemnified Party or any dispute between any Purchaser Indemnified Party and any such stockholder, in each case relating to this Agreement or the transactions contemplated hereby, and execute such further agreements or instruments of assignment as the Purchaser Parties shall reasonably request or which such Stockholder Representative shall consider necessary or proper to effectuate the transactions contemplated by this Agreement, to have the right to waive, modify or amend any of the terms of this Agreement, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive any compensation for its services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from the stockholders of the Company.
Stockholder Representative. (a) By approving this Agreement and the transactions contemplated hereby or by executing and delivering a Letter of Transmittal, each Stockholder shall have irrevocably authorized and appointed Stockholder Representative as such Person’s representative and attorney-in-fact to act on behalf of such Person with respect to this Agreement and to take any and all actions and make any decisions required or permitted to be taken by Stockholder Representative pursuant to this Agreement, including the exercise of the power to:
Stockholder Representative. (a) In the event that the Merger is approved, effective upon such vote, and without further act of any Stockholder or Preferred Stockholder, Xxxxxx Xxxxx shall be appointed as agent and attorney-in-fact (the "Stockholder Representative") for each Stockholder or Preferred ----------------------------- Stockholder, for and on behalf of the Stockholders or Preferred Stockholder, to give and receive notices and communications, to authorize delivery of Parent of shares of Parent Common Stock from the General Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, 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, and to take all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing. Such agency may be changed by the Stockholders and Preferred Stockholder from time to time upon not less than thirty (30) days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a majority in interest in the General Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Stockholder Representative may be filled by approval of the holders of a majority in interest in the General Escrow Fund. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive compensation for his or her services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Stockholders and Preferred Stockholders.
Stockholder Representative. (a) As of the date hereof and at all times subsequent to the Closing, the STOCKHOLDERS shall be deemed to have appointed Xxxxxx X. Xxxxxxxx (hereinafter referred to as the "STOCKHOLDER Representative") as their representative for purposes of all amendments, consents and waivers under this Agreement and for purposes of taking actions on behalf of the STOCKHOLDERS pursuant to Section 11 and as attorney-in-fact and agent for and on behalf of the STOCKHOLDERS with authority to take any and all actions and make any and all decisions required or permitted to be taken or made by them with respect to such amendments, consents, waivers and actions under Section 11 (including, without limitation, the settling of claims pursuant to Section 11). The STOCKHOLDER Representative shall have and is hereby granted by the STOCKHOLDERS full power and authority as agent of STOCKHOLDERS to represent such STOCKHOLDERS, and their respective successors, heirs, representatives, and assigns with respect to all matters arising under this Agreement and any other matters concerning the transactions contemplated by this Agreement, both before and after the Closing, and all action taken by the STOCKHOLDER Representative hereunder shall be binding upon all of the STOCKHOLDERS, and their respective successors, heirs, representatives and assigns as if expressly confirmed and ratified in writing by each of them.
Stockholder Representative. (a) The Stockholder Representative shall have the authority, for and on behalf of holders of Shares (except for the holders, if any, of Dissenting Shares), to take such actions and exercise such discretion as are required of the Stockholder 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 and the Surviving Corporation 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, any claims or disputes related to this Agreement or the Escrow Agreement on behalf of such holder; (v) to amend, supplement, change or waive any provision hereof, subject to compliance with the terms of this Agreement; and (vi) to take any and all actions necessary or appropriate in the sole discretion of the Stockholder Representative to accomplish any of the foregoing. As the representative of such holders, the Stockholder Representative shall act as agent for each such holder and shall have authority to bind each such holder in accordance with the terms of this Agreement and the Escrow Agreement, and Parent and Merger Sub may rely on such appointment and authority. The Stockholder Representative shall be entitled to reimbursement from such holders of any and all fees, expenses and costs incurred in the performance of such Stockholder Representative’s duties hereunder.
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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. Holdings hereby designates Cortec Capital Corp. as Stockholder Representative (the "Stockholder Representative"), to represent the Stockholders following the Effective Time in all matters relating to this Agreement and the Merger. The Stockholder Representative shall have the following powers and duties: (i) to serve as Escrow Representative under the Escrow Agreement and, in such capacity, take such actions and to incur such costs and expenses as the Stockholder Representative, in its sole discretion, deems necessary or advisable to safeguard the interests of the Escrow Participants in the Escrow Fund, including, but not limited to, joining with the Surviving Corporation in giving instructions to the Escrow Agent pursuant to Section 9.3, contesting any claim by the Surviving Corporation for Damages or Tax Claims, defending or settling the Xxxxxxxx and Sharma Proceedings, responding to Ramco Clean-Up Costs and commencing or defending litigation with Acquisition and settling any such claim or litigation; (ii) to employ accountants, attorneys and such other agents as the Stockholder Representative may deem advisable and to pay from the Transaction Expenses Fund of the Escrow Fund, reasonable compensation for their services; (iii) to maintain a register of the Escrow Participants; and (iv) to take all actions which the Stockholder Representative deems necessary or advisable in order to carry out the foregoing. The Stockholder Representative shall serve without compensation, but shall be entitled to reimbursement from the Transaction Expenses Fund for its out-of-pocket expenses. No Escrow Participant shall be liable without such Escrow Participant's prior agreement to reimburse the Stockholder Representative for any costs or expenses not drawn from the Escrow Fund. The Stockholder Representative shall not be liable to any Escrow Participant for the performance of any act or failure to act so long as it acted or failed to act in good faith within what it reasonably believed to be the scope of its authority and for a purpose which it reasonably believed to be in the best interests of the Escrow Participants. The Stockholder Representative shall be entitled to indemnity from and against any and all Damages which may at any time be imposed on, incurred by or asserted against the Stockholder Representative in any way relating to or arising out of this Agreement or any related agreement or instrument or any action taken or omitted to be taken by the Stockholder Repr...
Stockholder Representative. The stockholders, by virtue of their approval of the Agreement, will be deemed to have irrevocably constituted and appointed, effective as of the Effective Time, Xxxxxxx X. Xxxxxxxx (together with his or its permitted successors, the "Stockholder Representative"), as their true and lawful agent and attorney-in-fact to enter into any agreement in connection with the transactions contemplated by this Agreement and any transactions contemplated by the Escrow Agreement, to exercise all or any of the powers, authority and discretion conferred on him or it under any such agreement, to waive any terms and conditions of any such agreement (other than the Merger Consideration), to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any such agreement, including, without limitation, the defense, settlement or compromise of any claim, action or proceeding for which the Parent or the Merger Sub may be entitled to indemnification and the Stockholder Representative agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in- fact. This power of attorney is coupled with an interest and is irrevocable. The Stockholder Representative shall not be liable for any action taken or not taken by him or it in connection with his or its obligations under this Agreement (i) with the consent of Stockholders who, as of the date of this Agreement, owned a majority in number of the outstanding shares of Common Stock or (ii) in the absence of his or its own gross negligence or wilful misconduct. If the Stockholder Representative shall be unable or unwilling to serve in such capacity, his or its successor shall be named by those persons holding a majority of the shares of Common Stock outstanding at the Effective Time who shall serve and exercise the powers of Stockholder Representative hereunder.
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