Stockholders’ Representative Sample Clauses

Stockholders’ Representative. (a) Each Participating Holder, by virtue of the adoption of this Agreement and approval of the Merger by the Participating Holders (regardless of whether or not all Participating Holders vote in favor of or consent to the adoption of this Agreement and the approval of the Merger and the transactions contemplated hereby, and regardless of whether at a meeting or in an action by written consent in lieu thereof), designates Shareholder Representative Services LLC (the “Stockholders’ Representative”) as his, her or its representative for purposes of this Agreement. The Participating Holders and their respective successors shall be deemed to have approved, and shall be bound by, any and all actions taken by the Stockholders’ Representative on their behalf under or otherwise relating to this Agreement and the other documents contemplated hereby and the transactions contemplated hereunder and thereunder as if such actions were expressly ratified and confirmed by each of them in writing. In the event any Stockholders’ Representative is unable or unwilling to serve or shall resign, a successor Stockholders’ Representative shall be selected by the holders of a majority of the shares of Company Common Stock outstanding immediately prior to the Closing. A Stockholders’ Representative may not resign, except upon 30 days prior written notice to Parent and Merger Sub. In the event of a notice of proposed resignation, or any death, disability or other replacement of a Stockholders’ Representative, a successor shall be appointed effective immediately thereafter (and, in the case of a death of a Stockholders’ Representative, the successor shall be deemed to be the executor or other representative of such Stockholders’ Representative’s estate) and Parent and Merger Sub shall be notified promptly of such appointment by the successor Stockholders’ Representative. No replacement of any Stockholders’ Representative shall be effective against Parent or Merger Sub until (i) the proposed successor Stockholders’ Representative assumes in writing all obligations of the original Stockholders’ Representative under this Agreement and (ii) Parent and Merger Sub have consented to the proposed successor Stockholders’ Representative (such consent not to be unreasonably withheld or delayed). Each successor Stockholders’ Representative shall have all the power, rights, authority and privileges hereby conferred upon the original Stockholders’ Representative.
AutoNDA by SimpleDocs
Stockholders’ Representative. (a) Generally. By executing this Agreement, each Stockholder designates Xxxxxxx Xxxx (the "Stockholders' Representative") to serve as, and the Stockholders' Representative accepts such designation as, the representative of each such Stockholder and as the attorney-in-fact and agent for and on behalf of each such Stockholder with respect to (x) any dispute related to this Agreement, and (y) the taking by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power to: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume the defense of claims related to this Agreement, agree to, negotiate, or enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims related to this Agreement; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to this Agreement; and (iv) take all actions necessary in the judgment of the Stockholders' Representative for the accomplishment of any of the foregoing. The Stockholders' Representative will have authority and power to and shall act on behalf of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder shall be bound by all actions taken and all documents executed by the Stockholders' Representative in connection with any dispute arising under or related to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not be liable to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and the Stockholders agree to indemnify and hold the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by the Stockholders' Representative by reason of it taking any action or omitting to take any action pursuant to this Agreement...
Stockholders’ Representative. (a) The Selling Stockholders hereby irrevocably appoint YEONGYI (Asia) Co., Ltd. as their agent and attorney-in-fact (the “Stockholders’ Representative”) for all purposes under this Agreement, including for purposes of Article 9, and consent to the taking by the YEONGYI (Asia) Co., Ltd. of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders’ Representative, the EYON Stockholders as a group or the Selling Stockholders as a group (where such group action is required or permitted by this Agreement) under this Agreement (including executing and delivering the Related Agreements on behalf of the Selling Stockholders, delivering any consents, waivers or certifications and making any necessary filings); and the taking of all actions necessary or desirable in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing. The Selling Stockholders hereby acknowledge and agree that the Stockholders’ Representative has the authority to execute and deliver this Agreement on their behalf. The Stockholders’ Representative hereby accepts its appointment as the agent and attorney-in-fact for all purposes under this Agreement, including for purposes of Article 9, of the Selling Stockholders. The Parent shall be entitled to deal exclusively with the Stockholders’ Representative on all matters relating to this Agreement, including for purposes of Article 9, and a decision, act, consent or instruction of the Stockholders’ Representative shall constitute a decision of all the Selling Stockholders, and shall be final, binding and conclusive upon each of the Selling Stockholders, and the Parent and the Company may rely upon any decision, act, consent or instruction of the Stockholders’ Representative as being the decision, act, consent or instruction of each and all of the Selling Stockholders. The Parent and the Company are relieved from any liability to any Selling Stockholder or any other Person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders’ Representative
Stockholders’ Representative. (a) The parties hereto have agreed that it is desirable to designate the Stockholders’ Representative to act on behalf of the Securityholders for certain limited purposes, as specified herein, and the Stockholders’ Representative is hereby irrevocably appointed, to the maximum extent permitted under applicable Law, as the agent and attorney-in-fact for each of the Securityholders to act as the Stockholders’ Representative under the Transaction Agreements in accordance with the terms thereof and the Stockholders’ Representative is authorized and empowered to act for, and on behalf of, any or all of the Securityholders in matters reasonably necessary or advisable for the consummation of the Transactions, including having the authority to (i) execute and deliver all documents that the Stockholders’ Representative is authorized to execute and deliver under the Transaction Agreements, (ii) make all other elections or decisions that the Stockholders’ Representative is authorized to make under any Transaction Agreement, (iii) enter into or approve waivers, amendments, clarifications or post-Closing modifications to any Transaction Agreement, (iv)(A) dispute, negotiate or compromise or refrain from disputing, negotiating or compromising on behalf of each Securityholder, any remedies or amounts to be received by such Securityholder under any Transaction Agreement (including pursuant to Section 2.16) or any claim made by Parent or Merger Sub under any Transaction Agreement, and (B) execute, on behalf of each such Securityholder, any settlement agreement, release or other document with respect to such dispute or remedy, (v) engage attorneys, accountants, agents or consultants on behalf of the Securityholders in connection with any Transaction Agreement and paying any fees related thereto, (vi) collect, hold and direct the disbursement of (if applicable under this Agreement) the Purchase Price Adjustment Holdback Amount, the General Indemnity Holdback Amount and the Other Matters Indemnity Holdback Amount in accordance with this Agreement, and (vii) perform each such act and thing whatsoever that the Stockholders’ Representative may be or is required to do, or which the Stockholders’ Representative in its sole good faith discretion determines is desirable to do, pursuant to or to carry out the intent of the Transaction Agreements. All such actions and determinations shall be deemed to be facts ascertainable outside of the Transaction Agreements and shall be binding on...
Stockholders’ Representative. (a) As used in this Agreement, the "Stockholders' Representative" shall mean Georxx Xxxx xx any person appointed as a successor Stockholders' Representative pursuant to Section 1.06(b) hereof.
Stockholders’ Representative. (a) The Stockholders, by signing this Agreement, designate Xxxx Xxxxx or, in the event that Xxxx Xxxxx is unable or unwilling to serve, Xxxxx Xxxxx to be the Stockholders' Representative for purposes of this Agreement. The Stockholders shall be bound by any and all actions taken by the Stockholders' Representative on their behalf.
Stockholders’ Representative. (a) (i) The holders of Company Stock, by virtue of having approved and adopted this Agreement by executing and delivering the Stockholders’ Written Consent and as acknowledged and agreed in their respective letters of transmittal delivered in connection with the surrender of their respective share certificates, and, in addition, in the case of the Principal Stockholders, by virtue of their execution of and delivery of this Agreement, and without any further act of any holder of Company Stock, and (ii) the holders of Company Securities (other than Company Stock) as of immediately prior to the Effective Time (the “Additional Holders”), as acknowledged and agreed in their respective letters of transmittal delivered in connection with the exchange of their respective Company Securities or, and without any further act of any Additional Holder, will be deemed (a) to have constituted and appointed, effective as of the Effective Time, Xxxxxxx X. Xxxxxxxxxx (together with his, her or its permitted successors, the “Stockholders’ Representative”) as their true and lawful agent, proxy and attorney-in-fact, to execute and deliver any agreement or instrument to be entered into or delivered in connection with the transactions contemplated by this Agreement on their behalf, including, without limitation, with respect to the Escrow Holders, the Escrow Agreement and to exercise all or any of the powers, authority and discretion conferred on the Stockholders’ Representative under this Agreement or any other agreement or instrument entered into or delivered in connection with the transactions contemplated hereby, including, without limitation, with respect to the Escrow Holders, the Escrow Agreement, and to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing, and (b) to have irrevocably agreed to, and be bound by and comply with, all of the obligations of holders of Company Stock and the Additional Holders set forth herein and, with respect to the Escrow Holders, in the Escrow Agreement.
AutoNDA by SimpleDocs
Stockholders’ Representative. (a) In order to administer efficiently (i) the implementation of the Agreement by the Stockholders, (ii) the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby and (iii) the settlement of any dispute with respect to the Agreement, the Stockholders hereby designate Xx. Xxxxx Xxxxxxxxx as their representative (the "Stockholders' Representative").
Stockholders’ Representative. Each Stockholder hereby appoints ---------------------------- Oakleigh Xxxxxx as Stockholders' Representative to act as Stockholders' Representative for purposes of giving and receiving notices under this Agreement.
Stockholders’ Representative. (i) Each of the Stockholders hereby irrevocably appoints Xxxxxxx Partners (the "Stockholders' Representative") as such Stockholder's agent and attorney-in-fact to take any action required or permitted to be taken by such Stockholder under the terms of this Agreement, including, without limiting the generality of the foregoing, the giving and receipt of any notices to be delivered or received by or on behalf of any or all of the Stockholders, the payment of expenses relating to the transactions contemplated by this Agreement, the representation of the Stockholders in indemnification proceedings hereunder, and the right to waive, modify or amend any of the terms of this Agreement, and agrees to be bound by any and all actions taken by such agent on such Stockholder's behalf. Each Stockholder further agrees that the Stockholders' Representative, its agents, general partners and representatives, shall be fully indemnified by the other Stockholders to the fullest extent permitted by law for damages arising out of the Stockholders' Representative's actions or omissions in such capacity. Each Stockholder hereby acknowledges that the foregoing indemnity shall be applicable to all claims, liabilities, losses, damages or expenses that have resulted from or are alleged to have resulted from the active or passive, or the sole, joint or concurrent, ordinary negligence of the Stockholders' Representative.
Time is Money Join Law Insider Premium to draft better contracts faster.