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.
Stockholder Representative. (a) By virtue of the approval of the Merger and this Agreement by the requisite vote of the Stockholders, each of the Stockholders shall be deemed to have agreed to appoint Xxxxxx X. Xxxxxx as its agent and attorney-in-fact, as the Stockholder Representative for and on behalf of the Stockholders to give and receive notices and communications, to authorize payment to any Indemnified Party from the Escrow Fund in satisfaction of claims by any 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 Indemnified Party against any Stockholder or by any such Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Stockholder, in each case relating to this Agreement or the transactions contemplated hereby, 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. Such agency may be changed by the Stockholders 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 two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled by the holders of a majority in interest of the Escrow Fund. 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.
Stockholder Representative. Each Major Stockholder hereby ratifies and confirms all that the Stockholder Representative shall do or cause to be done by virtue of such Stockholder Representative's appointment as Stockholder Representative of such shareholder pursuant to the Merger Agreement. The Stockholder Representative shall be entitled to act with respect to all of the matters set forth in the Merger Agreement, the Escrow Agreements and any other agreements entered into in connection with the transactions contemplated by the Merger Agreement and with respect to all matters contemplated by all such agreements, in the manner the Stockholder Representative believes to be in the best interest of the shareholders of the Company prior to the Effective Time, but the Stockholder Representative shall not be responsible for any loss or damage any shareholder may suffer by reason of the performance by the Stockholder Representative of such Stockholder Representative's duties, other than loss or damage arising from willful misconduct or bad faith in the performance of such Stockholder Representative's duties. The Major Stockholders do hereby jointly and severally agree to indemnify and hold the Stockholder Representative harmless from and against any and all liability, loss, cost, damage or expense (including without limitation attorneys' fees) reasonably incurred or suffered as a result of the performance of such Stockholder Representative's duties except for willful misconduct or bad faith. No suit, action, proceeding or claim may be brought by any Major Stockholder against Parent, the Company, or any of their respective directors, officers and employees with respect to any matter herein, in the Merger Agreement, the Escrow Agreements or any other agreement entered into by the Stockholder Representative in connection with the transactions contemplated by the Merger Agreement that is to be effected by the Stockholder Representative.
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) The Named Stockholder is hereby appointed as agent and attorney-in-fact for and on behalf of the Company Stockholders (the “Stockholder Representative”), to give and receive notices and communications, to agree to, negotiate and enter into settlements and compromises of claims, to demand, prosecute and defend claims arising out of this Agreement and to comply with orders of courts and determinations and awards with respect to 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 Company Stockholders from time to time upon not less than ten (10) calendar days’ prior written notice to Parent. Any vacancy in the position of Stockholder Representative shall be filled by a majority-in-interest of the Company Stockholders. The Stockholder Representative may resign upon ten (10) calendar days’ prior written notice to Parent and the Company provided that no such resignation shall become effective until the appointment of a successor Stockholder Representative. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive compensation for its services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each Company Stockholder. Each Letter of Transmittal executed by the Company Stockholders pursuant to Section 1.7 hereof shall include an express agreement on behalf of such Company Stockholder to the appointment of the Named Stockholder to act as agent and attorney-in-fact for and on behalf of such Company Stockholder in accordance with the transactions contemplated by this Agreement, including, without limitation, with respect to matters relating to (i) the indemnification provisions set forth in Article VII hereof and (i) the Escrow Fund in accordance with the terms of Section 1.8 hereof and the Escrow Agreement.
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. (i) In the event that the Merger is approved, effective upon such vote, and without further act of any stockholder, Xxxxxxx X. Xxxx shall be appointed as agent and attorney-in-fact (the "Stockholder Representative") for each Company Stockholder, for and on behalf of such Company Stockholders of the Company, to give and receive notices and communications, to authorize delivery to Parent of payments from the 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 of the Company from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Stockholder Representative may not be removed unless a majority-in-interest of the Company Stockholders agree to such removal and to the identity of the substituted agent. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive compensation for services as such. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Company Stockholders or their permitted transferees.
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.
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.
Stockholder Representative. Pursuant to Section 10.11 of the Merger Agreement, the Stockholder Representative has been designated to act as the representative, agent and attorney-in-fact for the Company Stockholders and their successors and assigns for all purposes under this Agreement and, after the Effective Time, 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.
