Stockholder Representatives. (a) The parties hereto agree that it is desirable to designate TA Associates Management, L.P. and Xxxxx Xxxx as the representatives of the Company’s stockholders and optionholders and their attorneys in fact (each a “Stockholder Representative” and collectively, the “Stockholder Representatives”), with full power of substitution to act on behalf of the Company’s stockholders and optionholders (only with respect to their interests as stockholders and optionholders under this Agreement and the Escrow Agreement) to the extent and in the manner set forth in this Agreement and the Escrow Agreement but not with respect to any amendments to this Agreement or the Escrow Agreement. The Company has designated the Stockholder Representatives as the representatives of the Company’s stockholders and optionholders for purposes of this Agreement and the Escrow Agreement, and approval of this Agreement and the Merger by such holders shall constitute ratification and approval of such designation on the terms set forth herein. All decisions, actions, consents and instructions by the Stockholder Representatives with respect to this Agreement and the Escrow Agreement (but not with respect to any amendments hereto or thereto) shall be binding upon all of the stockholders and optionholders of the Company with respect to their interests as stockholders and optionholders under this Agreement and the Escrow Agreement, and no such stockholder shall have the right to object to, dissent from, protest or otherwise contest the same. The Stockholder Representatives shall act in unanimity with respect to any decision, action, consent or instruction contemplated by this Agreement and in all communications with the Acquiror and the Sub, and the Acquiror and Sub shall be entitled to rely on any such decision, action, consent or instruction as being the decision, action, consent or instruction of the Company’s stockholders and optionholders, and the Acquiror and Sub are hereby relieved from any liability to any Person for acts done by them in accordance with any such decision, act, consent or instruction. By way of amplification and not limitation, as Stockholder Representatives, the Stockholder Representatives shall be authorized and empowered, as agents of and on behalf of all stockholders and optionholders of the Company (only with respect to their interests as stockholders and optionholders) to give and receive notices and communications as provided herein, to object to any Acquiror Inde...
Stockholder Representatives. Each Stockholder signs solely in its capacity as the record holder and beneficial owner of, or the general partner of a partnership which is the beneficial owner of, such Stockholder's Subject Shares and nothing contained herein shall limit or affect any actions taken by any officer, director, partner, affiliate or representative of a Stockholder who is or becomes an officer or a director of the Company in his or her capacity as an officer or director of the Company and none of such actions in such capacity shall be deemed to constitute a breach of this Agreement.
Stockholder Representatives. Each Stockholder signs solely in its capacity as the record holder and/or beneficial owner of such Stockholder's Subject Shares and nothing contained herein shall limit or affect any actions taken by any officer, director, partner, trustee, affiliate or representative of a Stockholder who is or becomes an officer or a director of McClatchy in his or her capacity as an officer or director of McClatchy and none of such actions in such capacity shall be deemed to constitute a breach of this Agreement.
Stockholder Representatives. Escrow Agent shall be able to rely conclusively, without inquiry or liability, on the instructions, agreements and decisions of the Stockholder Representatives, acting jointly, with respect to all actions or matters permitted to be taken by the Stockholder Representatives hereunder or under the Indemnification Agreements, and no party shall have any cause of action against Escrow Agent for any action taken by Escrow Agent in reliance upon the agreements, instructions or decisions of the Stockholder Representatives acting jointly. All actions, agreements, decisions and instructions of the Stockholder Representatives shall be conclusive and binding upon each Securityholder.
Stockholder Representatives. (a) Each of the Stockholders by their approval of this Agreement and the Contemplated Transactions hereby appoint Securitas SGP, LLC and Austin Ventures IV-B, L.P. as the Stockholder Representatives and Securitas SGP, LLC, as Stockholder Note Representative (together the “Representatives”) with full power and authority to execute and deliver any certificates or documents to which the Stockholder is not a party that are required to be delivered at Closing by the Representatives in such capacity on behalf of the Stockholders and, in all events, all such acts shall be fully effective for all purposes of this Agreement. Subject to the terms and conditions of this Agreement, the Representatives, through their authorized representatives, shall have full power and authority to act in all respects hereunder in their sole discretion, as the sole, true and lawful agents, proxies and attorneys-in-fact of each of the Stockholders, with full power and authority to take all actions contemplated by and exercise all rights to be taken in the name of and for and on behalf of the Stockholder with respect to all matters to be performed or otherwise undertaken by the Representatives under this Agreement and the Collateral Documents, including, but not limited to, (i) the right to execute and deliver certificates, receipts, documents and papers that may be necessary or deemed advisable by the Representatives to carry out the transactions contemplated by this Agreement and Collateral Documents, and generally to act for and in the name and on behalf of each of the Stockholders with respect to the Merger and the cancellation of the shares of the stock of the Company held by each of the Stockholders as fully as could each Stockholder if personally present and acting; (ii) the right to receive the Purchase Price, including the Stockholder Note, on behalf of the Stockholder and deliver the Purchase Price, and payment under the Stockholder Note, to the Stockholders; and (iii) otherwise to take all action that the Representatives may consider necessary or appropriate in connection with the consummation of the Contemplated Transactions.
Stockholder Representatives. For all purposes of this Agreement, Garfinkle axx xxx Xxlated Transferees will be represented by, and bound by, Garfinkle uxxxx xxx death or permanent incapacity and thereafter by the person designated by Garfinkle's xxxxx xxxxesentative and Related Transferees (collectively holding a majority of the shares of Common Stock held by such persons); similarly Failing and his Related Transferees will be represented by, and bound by, Failing until his death or permanent incapacity and thereafter by the person designated by Failing's legal representative and Related Transferees (collectively holding a majority of the shares of Common Stock held by such persons).
Stockholder Representatives. Section 8.4 Stockholders................................................................................ Section 2.2 Sub.........................................................................................
Stockholder Representatives. 2 SECTION 1.6 Material Adverse Effect................................. 2 ARTICLE II
Stockholder Representatives. 8.8(a) As used herein, the term “
Stockholder Representatives. (a) By their execution of the Letter of Transmittal, approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint the Stockholder Representatives as the representatives, attorneys-in-fact and agents of the Company Equityholders in connection with the transactions contemplated by this Agreement and the Escrow Agreement and in any litigation, dispute or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewith, the Stockholder Representatives, acting by simple majority, are authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Stockholder Representatives shall deem necessary or appropriate, and shall have the power and authority to:
